TCR_Public/110316.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 16, 2011, Vol. 15, No. 74

                            Headlines

ADS TACTICAL: Moody's Assigns 'B3' Rating to Proposed Senior Notes
ADS TACTICAL: S&P Assigns 'B+' Corporate Credit Rating
AGS HOLDINGS: Moody's Gives 'Caa1' Corporate on "Small Scale"
AGS HOLDINGS: S&P 'B-' Corp., Sees Covenant Violation in 2011
AIRVANA NETWORK: S&P Assigns 'B+' Corporate Credit Rating

ALABAMA AIRCRAFT: March 24 Hearing on Union Contract Termination
ALUMINUM SERVICE: Plans to Pay Unsecureds $142,000 in 5 Years
AMERICAN APPAREL: Dov Charney OKs Adjustment to Exercise Price
AMERICAN APPAREL: Lion/Hollywood Holds 18.3% Equity Stake
AMERICAN DIAGNOSTIC: Court Sets May 4 Claims Bar Date

AMERICAN TRUCK: Case Summary & 20 Largest Unsecured Creditors
AMES DEPARTMENT: Ch. 11 Plan Approval Process Remains Stalled
ANCHOR BLUE: Converting to Chapter 7; Perry Ellis Buys Trademarks
ANGELO & MAXIE'S: Files for Chapter 11 in Manhattan
ANGELO & MAXIE'S: Case Summary & 20 Largest Unsecured Creditors

APEX HOTEL: Files for Bankruptcy to Avoid Public Auction
APEX HOTEL: Voluntary Chapter 11 Case Summary
BEAZER HOMES: Plans to Offer $750 Million of Securities
BERNARD L MADOFF: Trustee Modifies Confidentiality Agreement
BIOFUEL ENERGY: Cargill Biofuels Discloses 12.93% Equity Stake

BLACKHAWK ENTERPRISES: Case Summary & 20 Largest Unsec. Creditors
BLUEKNIGHT ENERGY: MSD Capital Discloses 16.5% Equity Stake
BORDERS GROUP: Targets Bankruptcy Exit in September
BORDERS GROUP: Parties Ink 1st Amendment to DIP Pact
BORDERS GROUP: Proposes Dickinson Wright as IP Counsel

BORDERS GROUP: Committee Proposes Lowenstein as Counsel
BROWARD DEVELOPMENT: Case Summary & 18 Largest Unsecured Creditors
CAPITOL BANCORP: Cancels Planned $100-Mil. Public Offering
CAPMARK FINANCIAL: Court Approves IRS Settlement
CAPMARK FINANCIAL: Court Approves Morgan Stanley Settlement

CARGO TRANSPORTATION: Court Approves 1 Source & Access as CPAs
CASA DE CAMBIO: Dist. Ct. Rules on Capitaliza-T Suit v. Wachovia
CC MEDIA: CEOs of CCI and Outdoor Media Do Not Own Securities
CHARLESTON ASSOCIATES: Committee Hires Brinkman as Counsel
CHARLESTON ASSOCIATES: Seeks April 30 Exclusivity Extension

CLAIM JUMPER: Disclosure Statement Hearing on April 15
CLARE HOUSE: Residents' Rights to Occupy Superior Over Lienholders
CLEARWIRE CORP: Registers 108.8-Mil. Shares Held by Stockholders
CLOVERLEAF ENTERPRISES: Failed Bidder Loses Bid to Reopen Sale
CLUB VENTURES: To Continue Sunset Strip Devt. Despite Chapter 11

CMB III: Disclosure Statement Hearing Set for March 28
CONFORCE INTERNATIONAL: Martin Braun Discloses 7.5% Equity Stake
CONSOLIDATED HORTICULTURE: Plan Exclusivity Extended to June 9
CONSTAR INTERNATIONAL: Files Amended Joint Chapter 11 Plan
CROSS BORDER: Rick Ferguson Discloses 5.8% Equity Stake

DBSD N.A.: Fends Off Sprint's $100 Million Demand
DIABETES AMERICA: Court Approves Looper Reed as Attorney
EASTMAN KODAK: Fitch Affirms 'CCC' Issuer Default Rating
ELITE PHARMACEUTICALS: J. Whitnell Does Not Own Any Securities
ENNIS HOMES: Chapter 11 Case Dismissed

ERVING INDUSTRIES: PBGC Takes Responsibility for Pension Plans
EXIDE TECHNOLOGIES: Wants FDEP Suit Removal Deadline Moved to May
EXIDE TECHNOLOGIES: Obtains Approval of NL/Taracorp Settlement
EXIDE TECHNOLOGIES: Proposes Deal with Tonolli Committee
FORD MOTOR: To Offer 13.8 Million of Common Shares to Employees

GELTECH SOLUTIONS: Michael Reger Discloses 42.3% Equity Stake
GENERAL GROWTH: New GGP to Refinance $5-Bil. Mortgage Debt
GENERAL GROWTH: New GGP to Sell Off 19 Non-Profitable Malls
GERALD TROOIEN: Will Pay $87,500 to GE Under Settlement Deal
GMX RESOURCES: Extends Tender Offer for $50-Mil. Conv. Sr. Notes

GREDE HOLDINGS: Moody's Assigns Corporate Family Rating at 'B1'
HACIENDA GARDENS: Has Access to HBC Cash Collateral Until April 25
HCA INC: Fitch Upgrades Issuer Default Ratings to 'B+'
HEALTHSOUTH CORP: Chery Levy Owns 11,067 Common Shares
HONOLULU SYMPHONY: Ch. 7 Trustee Has $231,000 Sale Deal with Group

HRAF HOLDINGS: Wants Court's Approval to Sell Two Properties
INFOR GLOBAL: Golden Gate Bid Won't Affect Moody's 'B3' Rating
INGOLD INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors
INNKEEPERS USA: Judge Rules Appaloosa Doesn't Have Standing
INTEGRATED FINANCIAL: Case Summary & Creditors List

ISLAND ONE: Wins Nod to Ink Finance Deal with Premium Assignment
ISLAND ONE: Has Until April 8 to Decide on Equity Row Lease
ISLAND ONE: Taps Weiss & Co. as Accountant and Tax Advisor
KH FUNDING: Committee Seeks to Hire McGuireWoods as Co-counsel
KINDRED HEALTHCARE: Moody's Assigns 'B1' Corporate Family Rating

KV PHARMACEUTICAL: Healthcare Has Warrants to Buy 13MM Shares
KV PHARMACEUTICAL: Partner Fund Discloses 13.1% Equity Stake
KV PHARMACEUTICAL: Jacob Gottlieb Discloses 8.47% Equity Stake
LAKE CHARLES: Case Summary & 20 Largest Unsecured Creditors
LIONCREST TOWERS: Wells Fargo Wants to Foreclose

LIONCREST TOWERS: Plan Promises to Pay Bank in 5 Years
LIQUIDATION OUTLET: Plan of Liquidation Wins Court Approval
LOCAL INSIGHT: Seek July 15 Extension of Plan Filing Exclusivity
MARKET STREET: Financing Motion Approved; Order Still to Be Issued
MCCLATCHY CO: Contrarius Investment Holds 10.2% Equity Stake

MEIS LLC: Case Summary & 20 Largest Unsecured Creditors
MERUELO MADDUX: Amends Plan to Include East West Settlement
MICHAEL J GRAFT: Voluntary Chapter 11 Case Summary
MIWDEST THEATRES: Faces Chapter 7 Liquidation Proceeding
MONEYGRAM INT'L: Juan Agualimpia Has Option to Buy 1.5MM Shares

MPG OFFICE: Christopher Norton Does Not Own Any Securities
NET ELEMENT: Mike Zoi Discloses 94.1% Equity Stake
NET ELEMENT: President/COO Owns 6.1 Million Common Shares
NET TALK.COM: Posts $1.23-Mil. Net Loss in Qtr. Ended Dec. 31
NEW LIFE: Case Summary & 20 Largest Unsecured Creditors

NEW STREAM: Investors Want Trustee or Examiner
NEW STREAM: Under Active Investigation by SEC
NEW STREAM: Hearing on Prepackaged Plan in April
NEW STREAM: Wants to Obtain DIP Financing, Use Cash Collateral
OLDE PRAIRIE: Can't Use New DIP Loan to Pay for Prior Expenses

PETTERS CO: Ch. 11 Trustee Seeks Nod to Sell Sun Country Airlines
PHILADELPHIA RITTENHOUSE: Sues iStar, Accuses 'Loan to Own' Ploy
PHOENIX BUSINESS: Case Summary & 14 Largest Unsecured Creditors
PHOENIX FOOTWEAR: Voluntarily Delists Common Stock
PJ FINANCE: Taps Edwards Angell as Local Delaware Counsel

POINT BLANK: Bankruptcy Judge Approves SEC Lawsuit Settlement
QUANTUM FUEL: Signs Deals for Sale of Shares
QUINCY MEDICAL: Hires Navigant to Review Strategic Options
RADLAX GATEWAY: Court Denies Tresspassing Claim
RITE AID: May Effect a One-Time Stock Option Exchange Program

RIVER EAST: Section 341(a) Meeting Slated for March 16
ROUND TABLE: Taps McNutt Law & St. James as Co-Counsel
ROUND TABLE: U.S. Trustee Forms Creditors Committee
ROUND TABLE: Taps Huntly Mullaney as Real Estate Consultant
SAINT VINCENTS: Bankruptcy Court Will Hear NY WARN Act Claim

SAI RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors
SAND HILL: Says Plan Could Pay 100%; Seeks March 28 Extension
SAND HILL: Wins Approval to Obtain Insurance Premium Financing
SBE ENTERTAINMENT: Shuts Sahara Hotel Due to Losses
SHELBRAN INVESTMENTS: Court Approves Brennan Manna as Counsel

SHELBRAN INVESTMENTS: Taps Kent Snyder as Real Estate Counsel
SITHE/INDEPENDENCE FUNDING: Moody's Cuts Bond Ratings to 'B2'
SLF SERIES: Case Summary & 5 Largest Unsecured Creditors
ST. VINCENT: Bankruptcy Court to Rule on Firing Claims
SW GEORGIA HOUSING: Cuthbert Senior Home in Ch. 7 Liquidation

SYNTERRA 3020: Court Approves CB Richard as Manager
T. HARDY: Case Summary & 2 Largest Unsecured Creditors
TASC INC: Moody's Gives Negative Outlook on Declining Revenue
TASC INC: S&P Assigns 'BB' Rating to New Senior Secured Loan
TAYLOR BEAN: Former President Bowman Pleads Guilty

TBS INTERNATIONAL: Posts $217.4 Million in Q4 2010
TEMPUS RESORTS: Apr. 20 Hearing Set on Backstage Cash Coll. Motion
TEMPUS RESORTS: Combined Plan Hearing Set for April 25
TRANS-LUX CORPORATION: Gabelli Funds Holds 11.22% Equity Stake
TSG INC: Can Continue Using Cash Collateral Until April 10

UNISYS CORP: To Offer 2.25-Mil. 6.25% Conv. Preferred Stock
UNITED CONTINENTAL: Files 10-K, Has $399-Mil. Profit in 2010
UNITED CONTINENTAL: Amends Schedule TO for 5% Convertible Notes
UNITED CONTINENTAL: Presents at JPMorgan Conference
UNITED CONTINENTAL: Parties Delay O'Hare Litigation

UNITED MARION: Voluntary Chapter 11 Case Summary
UNITED WALTON: Voluntary Chapter 11 Case Summary
USEC INC: Two Directors Do Not Own Any Securities
VITESSE SEMICONDUCTOR: Registers Common Stock With NASDAQ
WENTWORTH ENERGY: Terminates 1.34-Mil. Common Shares Offering

WESTERN REFINING: Moody's Gives Stable Outlook, Puts 'B3' Rating
WILLIAM HYNEMAN: To File for Chapter 7 Bankruptcy Protection
WINDSTREAM CORP: Fitch Puts 'BB+' Rating on $500 Million Notes
WINDSTREAM CORP: Moody's Assigns 'Ba3' Rating to Notes
WINDSTREAM CORP: S&P Assigns 'B+' Rating to $500 Mil. Notes

WJO INC: Seeks Sept. 15 Plan Filing Extension
WJO INC: Can Continue Using Tristate Capital's Cash Until April 1
W.R. GRACE: Jorvic, York Acquire More Shares
W.R. GRACE: Releases Pro Forma Financial Info. at Dec. 31
W.R. GRACE: Compensation Panel OK Annual Incentive Pay

WRIGHT OIL: Case Summary & 14 Largest Unsecured Creditors
YELLOWSTONE MOUNTAIN: Blixseth Continues Pursuit to Bar Judge
YRC WORLDWIDE: Misses Restructuring Milestone
ZALE CORP: Breeden Capital Discloses 24.23% Equity Stake
ZALE CORP: David Dyer Does Not Own Any Securities

ZAMINDAR PROPERTIES: Case Summary & 4 Largest Unsecured Creditors

* Imperial Capital Advised Newly Emerged California Coastal
* KCC Again Recognized as 'Turnaround Service of The Year'

* Upcoming Meetings, Conferences and Seminars

                            *********

ADS TACTICAL: Moody's Assigns 'B3' Rating to Proposed Senior Notes
------------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to ADS Tactical
Inc.'s proposed senior secured notes due 2018.  At the same time,
Moody's assigned Corporate Family and Probability of Default
Ratings of B2, and a Speculative Grade Liquidity Rating of SGL-3.
The ratings outlook is stable.

The B2 Corporate Family Rating reflects the substantial debt
levels that the company will undertake to fund a sizeable
distribution to its owners, as well as an aggressive dividend
policy that ADS intends to pursue over the near term whereby the
company will essentially distribute all free cash flow it
generates to its owners in order to pay taxes.  ADS is currently
incorporated as an S-Corporation and, as such, must distribute
funds to shareholders to facilitate their tax payments.  The
ratings also negatively reflect the lack of diversity in the
company's customer base, as ADS is highly reliant on the U.S.
Department of Defense for almost 90% of its revenue.  Because of
this, Moody's believes that the company's revenue base is highly
exposed to changes in defense spending levels.  Moreover, almost
one half of those sales are exposed to variability in demand under
Indefinite Delivery / Indefinite Quantity contracts, which are of
particular concern in light of uncertainty in the outlook for
defense spending in general.  Also, ADS' ratings take into account
heightened risk associated with its reliance on key members of the
management team for the on--going operations and growth of the
company.

Supporting the ratings are the favorable margins that ADS
currently generates from its operations, which result from strong
growth in and execution of its niche DoD brokerage and logistics
business model.  Despite the high levels of debt used to fund the
proposed distribution to owners, the strong operating margins and
robust operating cash flows that ADS is expected to generate will
likely result in credit metrics that surpass levels that are
typical for B2-rated issuers.

The senior secured notes are rated B3, one notch below the
corporate family and probability of default ratings.  Although
these notes would be senior secured and equal in ranking to ADS'
$200 million ABL facility, they only have a second lien claim on
the key tangible assets that reside on the company's balance
sheet, accounts receivable and inventory.  Moody's has applied a
75% collateral deficiency estimate to these notes in Moody's
assessment of Loss Given Default, which drives the lower notching
assigned to these notes relative to the corporate family rating.
Moody's estimates that the second lien notes would incur
substantial loss in the event of default, as suggested by its Loss
Given Default Assessment of LGD4.

ADS' liquidity position is viewed as adequate over the coming 12
month period.  The company is expected to maintain only minimal
cash balances over the near term.  However, with very little
capital investment requirements due to the asset-light nature of
the business, ADS is expected to generate adequate cash flow to
cover planned distributions to shareholders over the near term.
Moody's notes that cash flow generation is particularly sensitive
to working capital management.  With a revenue base of over
$1.3 billion, Moody's estimates that a modest deterioration in
days receivable could have a dramatic impact on operating cash
flows.  Internal sources of liquidity are supplemented by the
company's $200 million ABL revolver facility, due 2016.  This
facility contains financial covenants, and Moody's anticipates
that the company will be compliant with these covenants over the
near term.

The stable ratings outlook reflects Moody's expectations that the
company will be able to modestly grow its revenue base over the
near term while maintaining operating margins in the 6-7% range.
This should allow the company to cover its modest investment
requirements and projected distributions to shareholders from cash
generated by operations.  Ratings or their outlook could be
adjusted downward if operating margins fall below 4%, or if free
cash flow becomes substantially negative, possibly resulting in
increased use of the ABL facility to fund distributions.  Debt to
EBITDA in excess of 5.5 times, EBIT to Interest of less than 2.5
times, or Retained Cash Flow to Debt of less than 10% could result
in lower ratings.  Upward rating consideration could be warranted
if the company were to substantially reduce its distributions to
shareholders, while sustaining consistent substantial positive
free cash flow while building cash balances in excess of
$100 million.

Assignments:

Issuer: ADS Tactical, Inc.

  -- Probability of Default Rating, Assigned B2
  -- Speculative Grade Liquidity Rating, Assigned SGL-3
  -- Corporate Family Rating, Assigned B2
  -- Senior Secured Regular Bond/Debenture, Assigned B3 (LGD4-68)


ADS TACTICAL: S&P Assigns 'B+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B+' CCR to ADS Tactical Inc.  S&P also assigned a stable outlook.
At the same time, S&P assigned a 'B' issue-level rating to the
company's proposed $275 million second-lien senior secured notes
with a recovery rating of '5', indicating S&P's expectations of a
modest recovery (10%-30%) in the event of a payment default.

"The ratings on ADS reflect its highly leveraged capital structure
and limited track record operating as a highly leveraged company,"
said Standard & Poor's credit analyst Lisa Jenkins.  "Offsetting
these risks to some extent is its unique market position and solid
growth prospects.  ADS distributes military operational equipment
to U.S. troops positioned around the world."

The outlook is stable.  S&P expects ADS to benefit from
continued outsourcing by the DoD and from solid funding for
military operational equipment, although near-term revenues may be
constrained by current uncertainties over DoD funding levels and
the continuing resolution under which the DoD is now operating.
As a result, S&P believes its credit metrics are likely to improve
modestly over the coming year, but not enough to warrant an
upgrade.

"S&P could, however, raise the ratings if ADS continues to
demonstrate effective working capital management and disciplined
growth, resulting in debt to EBITDA falling below the 3.5x level
and S&P believes it will stay there," Ms.  Jenkins added.
"Although S&P considers it less likely, should greater than
expected working capital investment or operating problems result
in pressure on cash flow and debt to EBITDA increases above 5.5x,
S&P could lower the ratings."


AGS HOLDINGS: Moody's Gives 'Caa1' Corporate on "Small Scale"
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 Corporate Family Rating
and Caa1 Probability of Default Rating to AGS Holdings, LLC.
Moody's also assigned a Caa1 rating to the company's proposed five
year $150 million second lien note offering.  The rating outlook
is stable.

The proceeds from the second lien note offering will be used to
fully repay approximately $134.4 million of debt at AGS LLC --
a wholly-owned direct subsidiary of AGS Holdings -- fund AGS
Holdings' future working capital needs, and pay transaction costs.
The second lien notes will be guaranteed by domestic subsidiaries
and secured by all assets but will be structurally subordinated to
a $30 million first lien revolving credit facility that is
expected to be put in place at a later date.

Moody's also affirmed AGS, LLC's existing ratings, including its
Caa2 Corporate Family rating.  Assuming the AGS Holdings second
lien note transaction closes, AGS, LLC's will no longer have any
outstanding debt and its ratings will be withdrawn.  By
refinancing AGS LLC's existing debt in full, AGS Holdings avoids
the need to rely on a sponsor equity cure to avoid a likely
technical covenant default under AGS LLC's bank credit facilities.
If the proposed transaction does not close, Moody's expects the
sponsors to provide the equity cure.  Nevertheless, if the
proposed transaction does not close, AGS, LLC's existing ratings
could be lowered given the company's need to amend its existing
bank agreement, and address its weak liquidity.

New AGS Holdings, LLC ratings assigned:

AGS Holdings, LLC

* Corporate Family Rating at Caa1

* Probability of Default Rating at Caa1

* $150 million secured second lien notes due 2016 at Caa1 (LGD 4,
  57%)

* Stable rating outlook

AGS, LLC ratings affirmed and to be withdrawn once proposed
transaction closes:

* Corporate Family Rating at Caa2
* Probability of Default Rating at Caa3
* Senior secured delayed draw term loan at Caa2 (LGD 3, 34%)
* Senior secured revolving credit facility at Caa2 (LGD 3, 34%)
* Senior secured term loan at Caa2 (LGD 3, 34%)
* Stable rating outlook

                        Ratings Rationale

AGS Holdings, LLC's Caa1 Corporate Family Rating reflects its very
small scale and significant geographic and customer revenue
concentration.  Annual revenues are less than $100 million.  The
ratings acknowledge that the company's primary competitors are
larger and better capitalized, and that there is a significant
reliance on a key third party supplier and a few key managers for
game development.  The ratings are supported by the company's
moderate leverage -- debt/EBITDA is about 4.6 times -- and Moody's
view that gaming demand has shown signs of stability which should
enable AGS to grow its installed base, revenue, and EBITDA, albeit
modestly.

The stable rating outlook considers AGS Holdings, LLC, good
liquidity profile.  Pro forma for the new $150 million second
lien note offering, AGS Holdings, LLC will have approximately
$16 million, no long-term scheduled debt maturities, and no
material maintenance-type financial covenants.  The company plans
to put in place a $30 million first lien revolving credit facility
-- and will be allowed to do so by the second lien indenture --
but it is not a condition to closing with respect to the proposed
second lien notes.  AGS Holdings, LLC will, however have cash on
hand of approximately $16 million, a portion of which may be
needed to fund working capital and planned investments.

AGS Holdings, LLC's ratings could be downgraded if the company
is not able to grow its installed base and increase EBITDA, or
if its liquidity profile deteriorates for any reason.  The
company's ratings could be upgraded if its new management team
can successfully execute its growth strategy and increase
revenues and earnings.

AGS Holdings, LLC, designs, manufactures, and operates Class II
and Class III gaming machines principally for the Native American
casino market.  The company has an installed base of about 7,700
machines in approximately 127 gaming facilities (principally
Native American casinos across Oklahoma), 10 other US states and
Mexico.  AGS is owned by affiliates of Alpine Investors II, LP.


AGS HOLDINGS: S&P 'B-' Corp., Sees Covenant Violation in 2011
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Henderson, Nev.-based
AGS Holdings LLC its 'B-' corporate credit rating and placed the
rating on CreditWatch with positive implications.

At the same time, S&P rated the company's proposed $150 million
senior secured notes due 2016 S&P's preliminary 'B' issue-level
rating with a preliminary recovery rating of '4', indicating S&P's
expectation of average (30% to 50%) recovery for lenders in the
event of a default.  S&P's preliminary ratings on the proposed
notes reflect its expectation that S&P will raise the corporate
credit rating to 'B' upon the close of the transaction and the
repayment of the existing credit facility.  The company plans to
use note proceeds to repay its existing credit facility, which had
a balance of approximately $134 million at Dec. 31, 2010.

S&P believes that AGS also plans to enter into a new $30 million
revolving credit facility sometime after the closing of the senior
secured notes transaction, and S&P has factored this into its
recovery analysis.

The CreditWatch listing reflects S&P's expectation that AGS's
liquidity position will be improved upon the close of the senior
secured notes and the new revolving credit facility.  The proceeds
from the proposed notes issuance would be used to repay the
current credit facility, which would eliminate the company's need
to meet restrictive covenants contained in the credit agreement.
The current 'B-' corporate credit rating incorporates the
company's restrictive covenant cushion and S&P's expectation that
the company would violate a covenant in 2011 absent an equity cure
or an amendment to the credit facility.  S&P had previously stated
that rating upside for AGS would require an amendment to the
current credit facility that sufficiently improves covenant
cushion relative to its total leverage ratio.

While S&P expects AGS to enter into a new revolving credit
facility at a later date, S&P believes that the new facility will
contain covenants that will be set at a level that would result in
sufficient covenant cushion over the intermediate term.  However,
if, upon full analysis of the proposed new covenant levels, S&P
concludes that the covenant cushion is not sufficient under S&P's
performance expectations over the intermediate term, the rating
could again be pressured.

In 2010, AGS performed in line with S&P's expectations for revenue
and EBITDA declines in the low-double-digit percentage area.
(AGS, a private company, does not publicly disclose its financial
statements.) In 2011, S&P expects AGS to experience modest single-
digit growth in EBITDA as a result of a stabilized level of
equipment sales following substantial declines in 2010 and single-
digit percentage growth in gaming revenue.  S&P's gaming revenue
growth expectation reflects increases in the company's installed
base of games and its relatively stable outlook for the gaming
industry in 2011.

Upon the closing of the proposed notes issuance and the repayment
of outstanding debt under its current credit facility, S&P expects
to raise AGS Holdings' corporate credit rating to 'B' from 'B-',
and that the rating outlook will be stable.  At that time, S&P
would also withdraw all its outstanding ratings on AGS LLC.  The
stable rating outlook at the expected 'B' rating level would
reflect S&P's view that AGS will continue to grow recurring
revenue, showing less of a reliance on game sales (which have
been relatively weak across all gaming equipment providers), and
will maintain credit measures in line with the 'B' rating.
Additionally, S&P expects that the company will enter into a new
revolving credit facility that will contain covenants set at a
level that will allow AGS to maintain an adequate cushion while
pursuing potential growth opportunities in Illinois and other
markets.


AIRVANA NETWORK: S&P Assigns 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating to Chelmsford, Mass.-based Airvana Network
Solutions Inc.  The outlook is stable.

S&P also assigned a 'B+' issue rating to the company's proposed
$420 million senior secured term loan due 2015, along with a '4'
recovery rating, indicating S&P's expectations for average (30%-
50%) recovery of principal in the event of a default.

"The ratings on Airvana reflect an aggressive financial policy;
a limited, niche market position; and dependence on a single
customer and a single-generation technology with a finite
lifespan," said Standard & Poor's credit analyst William Backus.
Moderate leverage for the rating and strong profitability
(excluding its wholly owned non-guarantor subsidiary) partly
offset those factors.


ALABAMA AIRCRAFT: March 24 Hearing on Union Contract Termination
----------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on March 24 to consider a motion by Alabama
Aircraft Industries Inc. to terminate the existing collective
bargaining agreement with the United Auto Workers' union.

According to the report, the Company says that 78% of its costs
stem from wages, medical benefits and the pension plan. Without
modifications it says are necessary, "the debtors will not be able
to survive," the motion declares.  The company wants the
bankruptcy judge to cut union members' wages by 15%, eliminate a
cost-of-living wage adjustment, transfer union workers from the
union medical plan to a separate plan for non-union workers, and
terminate the existing pension plan.

                        About Alabama Aircraft

Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provides aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, including its corporate
offices, is located at the Birmingham International Airport in
Birmingham, Alabama.  The Company currently has 92 salaried
employees and 234 hourly employees.  About 251 hourly employees
were furloughed since Jan. 1, 2010.

Alabama Aircraft Industries, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.
Two subsidiaries also filed -- Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).

The Company said that the primary goal of the Chapter 11 filing is
to address long-term indebtedness and, in particular, long-term
pension obligations under the terms of its pension plan.
The Company said it would likely cease operations by April 15,
2011, absent the elimination of its obligations under the pension
plan.  The Company owes $68.5 million to the Pension Benefit
Guaranty Corp.

Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway,
Stargatt & Taylor, in Wilmington, Delaware, serve as counsel to
the Debtors.

Alabama Aircraft estimated assets and debts of $1 million to
$10 million as of the Chapter 11 filing.


ALUMINUM SERVICE: Plans to Pay Unsecureds $142,000 in 5 Years
-------------------------------------------------------------
Aluminum Service, Inc., filed with the U.S. Bankruptcy Court for
the Middle District of Florida on Jan. 21, 2011, an amended
disclosure statement explaining its plan of reorganization.  The
Court conditionally approved this disclosure statement as
containing adequate information, subject to final approval at the
hearing on confirmation of the Plan.

On Feb. 21, 2011, the Debtor filed an Amendment to its Amended
Plan of Reorganization to delete and replace 4.01 of Article 4.
TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN.

Pursuant to the Amended Plan, the Debtor intends to continue the
operation of its business, selling the Adamo Property and using
the equity to reduce its current obligations and debt service,
selling the Merchant Center Property to reduce its debt service,
refinancing the Fr. Myers Property to reduce its debt service, and
restructuring its line of credit with Bank of America.

General Unsecured Creditors will receive a total distribution of
$142,000 in five equal annual installments, to commence no later
than 90 days from the effective date of the Plan.  Payments will
be funded from the cash flow from the operating business.

The entire amount of the Class 2A Secured Claim of Bank of America
will be allowed together with accrued, but unpaid postpetition
interest and postpetition expenses and attorneys' fees and costs.
Bank of America will retain its pre-petition liens and the post-
petition liens set forth in the Cash Collateral Order.

With respect to the Merchant Center Property Loan, the Debtor and
MFJ Properties, LLC, will execute and deliver an amended and
restated promissory note with interest only payments to Bank of
America at the contract rate of interest and a maturity date two
years from the Effective Date (the "MFJ Amended Note") and MFJ
will pledge and mortgage those certain properties located in
Harrison County, Mississippi, Parcel Nos. 09080-04-101.000 and
0909F-01-001.012 to Bank of America to further secure the
indebtedness under the MFJ Amended Note and other MFJ Loan
Assumption Documents.

The Merchant Center Property will be marketed for sale on a
commercially reasonable basis.

With respect to the Line of Credit and Adamo Term Loan, the Debtor
will execute an amended and restated loan agreement in form and
substance acceptable to Bank of America in its sole discretion
(the "New ASI Loan Agreement").  The New ASI Loan Agreement will
provide, in addition to the regular and customary provisions
required by Bank of America in a commercial loan agreement, that
the Debtor (i) will execute an amended and restated promissory
note for the LOC to convert the LOC to a term loan with monthly
installments of principal and interest based on a 6.0% annual
interest rate and amortized over ten years with a maturity five
years from the Effective Date, and (ii) will execute an amended
and restated promissory note for the Term Loan with monthly
installments of principal and interest based on the current
contract rates and amounts with a maturity date three years from
the Effective Date.

The Adamo Property will be marketed for sale on a commercially
reasonable basis.

Alcoa Home Interiors, Inc., will retain all of its prepetition and
postpetition liens.  Alcoa will receive $170,000 from the release
on the Effective Date of Michael D. Patierno's interest in that
certain certificate of deposit account # 41422626 held at First
Citrus Bank securing Alcoa's Claim.  The remaining amount of the
Alcoa Claim will be paid over a period of 60 months.

Existing equity will be canceled and new shares of common stock
will be issued to Michael D. Patierno in the same amount held by
Mr. Patierno as of the Petition Date in exchange for:

(i) the release of any interest in and contribution of
     $170,000.00 in the form of a certificate of deposit to Alcoa
     Home Exteriors, Inc., the Class 2B Claimant; and

(ii) the assignment and transfer of Michael D. Patierno's Secured
     Claim under Class 2E to a trust to a trust for the benefit of
     the Class 4 General Unsecured Creditors.

A complete text of the Debtor's Amended Disclosure Statement is
available for free at:

         http://bankrupt.com/misc/aluminum.AmendedDS.pdf

A complete text of the Amendment to the Debtor's Amended Plan of
Reorganization is available for free at:

   http://bankrupt.com/misc/Aluminum.AmendmentToAmendedPlan.pdf

                      About Aluminum Service

Aluminum Service Inc., d/b/a ASI Building Products, is
headquartered in Tampa, Fla.  The Company has provided an array of
specialty products to commercial and residential contractors,
builders and governmental projects, since 1966.  Michael Patierno
is the President and the 100% stockholder of the Company.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 10-18160) on July 29, 2010.  The Debtor is
represented by Christopher C. Todd, Esq., at McIntyre, Panzarella,
Thanasides.  In its schedules, the Debtor disclosed $16,253,311 in
assets and $12,029,530 in liabilities.


AMERICAN APPAREL: Dov Charney OKs Adjustment to Exercise Price
--------------------------------------------------------------
On Feb. 18, 2011, American Apparel, Inc., entered into a Fifth
Amendment to the Credit Agreement dated as of March 13, 2009, with
the "facility guarantors" from time to time party thereto,
Wilmington Trust FSB, in its capacity as administrative agent and
in its capacity as collateral agent thereunder, and the lenders
from time to time party thereto.  The Fifth Amendment, among other
things, requires the Company, promptly after the Amendment
Effective Date or, if it is determined by the Company, in
consultation with the lenders under the Lion Credit Agreement,
that stockholder approval is required therefore, then no later
than April 30, 2011, to enter into an amendment to the Lion
Warrant effective immediately or, only to the extent required
therefor, immediately upon receipt of such stockholder approval,
to extend the term of the Lion Warrant to 11:59 p.m., New York
City time, on Feb. 18, 2018 and to adjust the exercise price to
$1.11 per share, subject to the anti-dilution adjustments and such
other adjustments as described therein.  If stockholder approval
is required for any of the exercise price adjustments described in
the Fifth Amendment, the Company also agreed, as promptly as
reasonably practicable after the Amendment Effective Date, but no
later than April 30, 2011, to prepare and file a proxy statement,
and thereafter to mail such proxy statement and hold an annual
meeting of its stockholders to approve, and recommend approval of,
the adjustments to the exercise price in the Lion Warrant as
described therein.

Pursuant to a voting agreement between Dov Charney and
Lion/Hollywood L.L.C., dated as of Feb. 18, 2011, Dov Charney has
agreed with Lion/Hollywood L.L.C. to vote, or cause to be voted or
a consent to be executed with respect to, any and all shares of
Common Stock owned or controlled by him in favor of the
shareholder approval pursuant to Section 713 of the NYSE Amex
Company Guide of such adjustments to the exercise price.

Dov Charney beneficially owns 41,009,689 shares of common stock of
American Apparel, Inc. representing 51.8% outstanding shares of
Common Stock based on the Company having 79,109,694 shares of
Common Stock outstanding as of Feb. 3, 2011.

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of Sept. 30, 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

The Company's balance sheet at Sept. 30, 2010, showed
$322.7 million in total assets, $231.3 million in total
liabilities, and stockholders' equity of $91.4 million.

American Apparel disclosed in its quarterly report on Form 10-Q
for the third quarter of 2010 that based upon results of
operations for the nine months ended Sept. 30, 2010, and through
the issuance of the financial statements and projected for the
remainder of 2010, the Company may not have sufficient liquidity
necessary to sustain operations for the next twelve months, and
that it is probable that beginning Jan. 31, 2011, the Company will
not be in compliance with the minimum Consolidated EBITDA covenant
under the $80,000,000 term loan with Lion Capital LLP.

"Noncompliance with covenants under the Lion Credit Agreement
would constitute an event of default under the BofA Credit
Agreement, which, if not waived, could block the Company from
making borrowings under the BofA Credit Agreement," the Company
said in the filing.  "These factors, among others, raise
substantial doubt that the Company will be able to continue as a
going concern."


AMERICAN APPAREL: Lion/Hollywood Holds 18.3% Equity Stake
---------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Lion/Hollywood LLC and its affiliates disclosed that
they beneficially own 16,000,000 shares of common stock of
representing 18.3% of the shares outstanding.  The percentage of
the class of Common Stock represented by the shares is based on an
aggregate of 71,447,445 shares of Common Stock outstanding as of
Nov. 9, 2010, which figure is based on information set forth in
the Company's Quarterly Report on Form 10-Q for the quarterly
period ending Sept. 30, 2010 and filed on Nov. 9, 2010.

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of Sept. 30, 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

The Company's balance sheet at Sept. 30, 2010, showed
$322.7 million in total assets, $231.3 million in total
liabilities, and stockholders' equity of $91.4 million.

American Apparel disclosed in its quarterly report on Form 10-Q
for the third quarter of 2010 that based upon results of
operations for the nine months ended Sept. 30, 2010, and through
the issuance of the financial statements and projected for the
remainder of 2010, the Company may not have sufficient liquidity
necessary to sustain operations for the next twelve months, and
that it is probable that beginning Jan. 31, 2011, the Company will
not be in compliance with the minimum Consolidated EBITDA covenant
under the $80,000,000 term loan with Lion Capital LLP.

"Noncompliance with covenants under the Lion Credit Agreement
would constitute an event of default under the BofA Credit
Agreement, which, if not waived, could block the Company from
making borrowings under the BofA Credit Agreement," the Company
said in the filing.  "These factors, among others, raise
substantial doubt that the Company will be able to continue as a
going concern."


AMERICAN DIAGNOSTIC: Court Sets May 4 Claims Bar Date
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has set May 4, 2011, as the deadline for parties-in-interest to
file proofs of claim in the Chapter 11 case of American Diagnostic
Medicine Inc.

Governmental units have until August 1, 2011, to file proofs of
claim in the Debtor's case.

Moreover, the Debtor has until May 31, 2011, to file a bankruptcy
plan and disclosure statement explaining that plan.

                    About American Diagnostic

Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States.  It filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.
Joshua D. Greene, Esq., and Michael J. Davis, Esq., at Springer,
Brown, Covey, Gaetner & Davis, serve as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $11,298,157 in
total assets and $11,116,962 in total debts.


AMERICAN TRUCK: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: American Truck, LLC
        dba R.L.P. Leasing, Inc.
        132 Pierce Road
        Barrington, NH 03825

Bankruptcy Case No.: 11-10942

Chapter 11 Petition Date: March 14, 2011

Court: U.S. Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Debtor's Counsel: Peter N. Tamposi, Esq.
                  THE TAMPOSI LAW GROUP
                  159 Main Street
                  Nashua, NH 03060
                  Tel: (603) 204-5513
                  E-mail: peter@thetamposilawgroup.com

Scheduled Assets: $136,686

Scheduled Debts: $2,421,354

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nhb11-10942.pdf

The petition was signed by Richard L. Proulx, Jr., managing
member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Palm Tree Realty, LLC                 10-15280            12/14/10


AMES DEPARTMENT: Ch. 11 Plan Approval Process Remains Stalled
-------------------------------------------------------------
Ames Department Stores Inc.'s exit from bankruptcy remains in
limbo.  In a report to the Bankruptcy Court last month, Ames said
a hearing to determine the adequacy of the Disclosure Statement
explaining its Chapter 11 Plan has not yet been scheduled.

The Plan was filed Dec. 6, 2004.  The Plan provides for (i) the
distribution on the Effective Date to the holders of Allowed
Administrative Expense Claims, Allowed Priority Tax Claims, and
Allowed Priority Non-Tax Claims Cash in an amount equal to the
Allowed amount of such Claims, (ii) the distribution on the
Effective Date to the holders of Allowed Secured Claims (if any),
at the option of the Debtors, of either (a) Cash in an amount
equal to 100% of the unpaid amount of such Allowed Secured Claim,
(b) the proceeds of the sale or disposition of the Collateral
securing such Allowed Secured Claim to the extent of the value of
the holder's secured interest in the Allowed Secured Claim, net of
the costs of disposition of such Collateral, (c) the Collateral
securing such Allowed Secured Claim, (d) such treatment that
leaves unaltered the legal, equitable, and contractual rights to
which the holder of such Allowed Secured Claim is entitled, or (e)
such other distribution as necessary to satisfy the requirements
of the Bankruptcy Code, and (iii) the distribution on the
Effective Date to the holders of Allowed General Unsecured Claims,
subject to Section 6.3(a) of the Plan permitting the establishment
of a Liquidating Trust, their Pro Rata Share of Available Cash,
but not to exceed the full amount of such holders' Allowed General
Unsecured Claim.

On Nov. 21, 2003, the Bankruptcy Court issued an order authorizing
Ames to purchase Administrative Expense Claims held by (i) trade
vendors and landlords at 50% of the amount of such Claims and (ii)
former employees at 40% of the amount of such Claims.  Ames sent
out approximately 2,200 offers to trade vendors and landlords
holding Claims and approximately 16,300 to former employees
holding Claims.

As of Nov. 20, 2010, the Company had settled approximately 920
trade vendor and landlord Claims for approximately $5.6 million,
and had settled approximately 9,300 former employee Claims for
approximately $5.5 million.

On Aug. 14, 2002, the Company announced that it would liquidate
and close all of its then remaining 327 store locations, and that
the Board of Directors determined that asset values could best be
maximized for the benefit of all creditors by terminating
operating losses and winding down the business.

On April 29, 2002, the Bankruptcy Court approved the appointment
of an Agent to conduct "Going Out of Business" sales at all of the
Company's locations.  By Oct. 19, 2002, the "Going Out of
Business" sales were completed at all of the Company's store
locations.

As of Nov. 20, 2010 the Company had no owned properties remaining
to be disposed. From August 2002 through fiscal Dec. 29, 2007, the
Company rejected, through the Bankruptcy Court leases of real
property related to 248 store locations.

The Company and each of its four subsidiaries filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D.N.Y. Cases Nos. 01-42217 through 01-42221) on Aug. 20, 2001.


ANCHOR BLUE: Converting to Chapter 7; Perry Ellis Buys Trademarks
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that with its liquidation completed and the cash gone,
Anchor Blue Holdings filed a motion on March 11 to convert the
case to a liquidation in Chapter 11.  The hearing for conversion
to Chapter 7 is set for March 30.  Anchor Blue recently completed
a sale of its trademarks and other intellectual property to Perry
Ellis International Inc. for $500,000.

                        About Anchor Blue

Anchor Blue is a specialty retailer of casual apparel and
accessories for the teenage market.  Founded in 1972, the Company
has 117 stores located in nine western and southwestern states:
Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and
Washington.  The Company employs 1,400 full and part-time
employees in their stores and their corporate headquarters in
Corona, California.  Anchor Blue is an indirect affiliate of Sun
Capital Partners, a Florida-based investment firm.

Anchor Blue Holding Corp., together with Anchor Blue Inc., filed
for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No.
11-10110) on Jan. 11, 2011.  As of Jan. 1, 2011, the Debtors'
books and records reflected total combined assets of roughly
$24.7 million (book value) and total combined liabilities of
roughly $38.5 million.

Neil Herman, Esq., and Rachel Mauceri, Esq., at Morgan Lewis, in
Philadelphia, Pennsylvania, serve as counsel to the Debtors.  Epiq
Bankruptcy Solutions, LLC, is the claims and notice agent.  The
Official Committee of Unsecured Creditors is represented by
Eric R. Wilson, Esq., at Kelley Drye & Warren LLP, in New York.

The prepetition first lien lender is represented by Julia Frost-
Davies, Esq., at Bingham McCutchen LLP, in Boston, Massachusetts,
and Regina Stango Kelbon, Esq., at Blank Rome LLP, in
Philadelphia, Pennsylvania.  The prepetition second lien lenders
are represented by Thomas E. Patterson, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, in Los Angeles, California.  The Debtors'
prepetition subordinated lender is represented by James Stempel,
Esq., at Kirkland & Ellis LLP, in Chicago, Illinois.


ANGELO & MAXIE'S: Files for Chapter 11 in Manhattan
---------------------------------------------------
Angelo & Maxie's, LLC, filed a Chapter 11 petition in Manhattan on
March 14, 2011.  Dow Jones' DBR Small Cap reports that Angelo &
Maxie's is taking steps to reorganize its finances after a tough
economy and series of snowstorms curbed its customers' appetite
for fine dining.

Angelo & Maxie's operates a steakhouse at Park Avenue, in
Manhattan.

Bankruptcy attorney Robert Rattet, who said the restaurant will
remain open throughout the Chapter 11 proceedings, tied the
Company's financial woes to a string of snowstorms that pummeled
the city throughout winter, helping to mark the snowiest January
in the city's history, according to DBR.

The weather kept customers at home while weather-related logistics
threw off the establishment's usual operating routine, Mr. Rattet
said, the report adds.


ANGELO & MAXIE'S: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Angelo & Maxie's, LLC
        233 Park Avenue South
        New York, NY 10003

Bankruptcy Case No.: 11-11112

Chapter 11 Petition Date: March 14, 2011

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

Judge: Shelley C. Chapman

Debtor's Counsel: Dawn K. Arnold, Esq.
                  RATTET PASTERNAK, LLP
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: darnold@rattetlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-11112.pdf

The petition was signed by Reed Goldstein, managing member.


APEX HOTEL: Files for Bankruptcy to Avoid Public Auction
--------------------------------------------------------
APEX Hotel Group, Inc., doing business as Legacy Grand East Gate,
LLC and Savannah Hotel Association, LLC, filed a voluntary Chapter
11 petition in Delaware on March 14, 2011.

Dow Jones' DBR Small Cap reports that APEX Hotel sought bankruptcy
protection as a last-ditch effort to halt the sale of its
Kissimmee, Fla., property.  The report relates that the property
was poised to go on the auction block Tuesday morning as part of a
public sale.

But APEX Hotel Group saw a grim future if the sale was allowed to
proceed, according to DBR.

"APEX Hotel Group Inc. would be effectively shut down as a
business should their property be sold at public auction on March
15, 2011," attorney Gerry Gray said in papers filed in the case,
DBR notes.

Instead, the report says, the company chose to enact an
"emergency" Chapter 11 filing to stop the sale.

DBR discloses that Bankruptcy protection automatically halts
attempts by creditors to seize funds from companies under
bankruptcy protection and is sometimes invoked to stop
foreclosures in their tracks.

Michael D. Luby, the president of APEX, formally consented to the
filing in court papers, the report adds.

APEX Hotel Group Inc is located in the central Florida city whose
proximity to Orlando makes it a popular tourist destination.


APEX HOTEL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: APEX Hotel Group, Inc.
        dba Legacy Grand East Gate, LLC
        dba Savannah Hotel Association, LLC
        c/o Mike D. Luby & Melinda M. Hamm
        611 142nd St., Suite 204
        Ocean City, MD 21842

Bankruptcy Case No.: 11-10770

Chapter 11 Petition Date: March 14, 2011

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Gerry Gray, Esq.
                  P.O. Box 549
                  Georgetown, DE 19947
                  Tel: (302) 856-4101
                  Fax: (302) 856-4177
                  E-mail: gerrygraylaw@gmail.com

Scheduled Assets: $2,515,000

Scheduled Debts: $2,514,300

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

The petition was signed by Michael D. Luby, president.


BEAZER HOMES: Plans to Offer $750 Million of Securities
-------------------------------------------------------
Beazer Homes USA, Inc., filed with the U.S. Securities and
Exchange Commission a preliminary prospectus on Form S-3 relating
to its offer of up to $750,000,000 in aggregate initial offering
price of senior debt securities, subordinated debt securities,
common stock, preferred stock, depositary shares, warrants,
rights, stock purchase contracts, stock purchase units or units.
In addition, certain of our subsidiaries may guarantee any debt
securities we offer.

The prospectus describes some of the general terms that may apply
to these securities.  The Company will provide the specific terms
of any securities to be offered in a supplement to this
prospectus.  Any prospectus supplement may also add, update or
change information contained in this prospectus.

The Company's common stock is quoted on the New York Stock
Exchange under the symbol "BZH."

The Company may offer and sell these securities to or through one
or more underwriters, dealers and agents, or directly to
purchasers, on a continuous or delayed basis.  The prospectus
supplement for each offering of securities will describe in detail
the plan of distribution.

A full-text copy of the preliminary prospectus is available for
free at http://ResearchArchives.com/t/s?751b

                         About Beazer Homes

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

The Company's balance sheet at Dec. 31, 2010, showed $1.90 billion
in total assets, $1.55 billion in total liabilities and
$349.65 million in stockholders' equity.

                          *     *     *

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

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

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

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


BERNARD L MADOFF: Trustee Modifies Confidentiality Agreement
------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the trustee for Bernard L. Madoff Investment Securities Inc.
responded to objections from financial institutions and modified
the proposal he made to govern how parties in lawsuits would
handle confidential documents produced in litigation.  Some banks
contended that the new rules would have allowed the trustee to
disclose one bank's confidential documents to any other bank
that's a defendant in another lawsuit.  The trustee modified the
proposal to provide that confidential documents could only be
disclosed to parties in the same lawsuit.  The trustee no longer
would have the new confidentiality arrangement supersede existing
agreements.  The bankruptcy court will hold a hearing on March 31
to consider approval of the new confidentiality rules.

According to Mr. Rochelle, banks lodging objections to the prior
version included JPMorgan Chase Bank NA, HSBC Bank USA NA,
Citigroup Global Markets Ltd. and UBS AG. The Madoff trustee filed
more than 1,000 lawsuits involving 4,000 defendants.

                      About Bernard L. Madoff

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

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

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

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

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

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


BIOFUEL ENERGY: Cargill Biofuels Discloses 12.93% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Cargill Biofuels Investments, LLC, disclosed
that it beneficially owns 12,498,307 shares of common stock of
BioFuel Energy Corp. representing 12.93% of the shares
outstanding.  As of Nov. 8, 2010, there were 25,465,728 shares
outstanding exclusive of 809,606 shares held in treasury.

                       About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF)
-- http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

The Company's balance sheet at Sept. 30, 2010, showed
$329.7 million in total assets, $274.6 million in total
liabilities, and stockholders' equity of $55.1 million.

As reported in the Troubled Company Reporter on March 31, 2010,
Grant Thornton LLP, in Denver, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that the Company
has experienced declining liquidity and has $16.5 million of
outstanding working capital loans that mature in September 2010.

"If we are unable to raise sufficient proceeds from the rights
offering, the LLC's concurrent private placement, or from other
sources, we may be unable to continue as a going concern, which
could potentially force us to seek relief through a filing under
the U.S. Bankruptcy Code," the Company said in its Form 10-Q for
the third quarter of 2010.


BLACKHAWK ENTERPRISES: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Blackhawk Enterprises, LLC
        dba ARCO AM/PM
        dba ARCO AM/PM 82258
        15612 W. Agua Linda Lane
        Surprise, AZ 85374

Bankruptcy Case No.: 11-06489

Chapter 11 Petition Date: March 14, 2011

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Thomas G. Luikens, Esq.
                  AYERS & BROWN, P.C.
                  4227 N. 32nd St., 1st Fl.
                  Phoenix, AZ 85018-4757
                  Tel: (602) 468-5700
                  E-mail: Thomas.Luikens@azbar.org

Scheduled Assets: $1,153,790

Scheduled Debts: $2,242,769

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/azb11-06489.pdf

The petition was signed by Robert W. Damon, Jr., member.


BLUEKNIGHT ENERGY: MSD Capital Discloses 16.5% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, MSD Capital, L.P., and its affiliates
disclosed that they beneficially own 3,576,944 shares of common
stock of Blueknight Energy Partners, L.P., representing 16.5% of
the shares outstanding.  As of Nov. 5, 2010, there were 21,538,462
preferred units, 21,727,724 common units and 12,570,504
subordinated units outstanding.

                      About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.

The Company's balance sheet at Sept. 30, 2010, showed
$295.96 million in total assets, $444.02 million in current
liabilities, $4.69 million in long-term payable to related
parties, and a partners' deficit of $152.75 million.

                          *     *     *

PricewaterhouseCoopers LLP, in Tulsa, Okla., in its report on the
Partnership's financial statements for the year ended Dec. 31,
2009, expressed substantial doubt about its ability to continue as
a going concern.  The independent auditors noted that the
Partnership has substantial long-term debt, a deficit in partners'
capital, and significant litigation uncertainties.


BORDERS GROUP: Targets Bankruptcy Exit in September
---------------------------------------------------
Borders Group, Inc., hopes to exit Chapter 11 by summer's end
after getting started on liquidating 200 superstores, the
company's President and Chief Executive Officer Mike Edwards said
in an interview, according to Jeffrey A. Trachtenberg and Mike
Spector of The Wall Street Journal.

Borders held a conference call on March 11, 2011, to apprise its
vendors on the company's business plan, and restructuring and
finance status.

Mr. Edwards disclosed that Borders hopes to present a formal
business plan in its bankruptcy case in early April, The Journal
relayed.  Borders' ultimate goal is to exit bankruptcy in August
or September to ready the business in time for the holiday
season, according to Mr. Edwards, the report noted.  "You got a
window, and you have to move decisively," Mr. Edwards was quoted
as saying.

The Journal related that Borders will have 433 stores left after
an initial round of about 200 superstores closing.  The Company
previously noted it may liquidate 75 additional stories.  The
final number of additional store closings will depend on the
success of negotiations with landlords and may be closer to 20 or
25 stores, Mr. Edwards said, the report relayed.

Borders is currently facing a dispute with its Official Committee
of Unsecured Creditors over the proposed postpetition DIP
financing, The Journal mentioned.  The Creditors' Committee
insisted that the $505 million DIP financing made available by
the DIP lenders was more than what the company needed, and only
resulted to about $16 million in unnecessary fees to the lenders,
the report noted.  Borders said in responsive court papers that
it has made several changes to the DIP financing terms.  Borders'
request to obtain final approval of the DIP Financing Motion is
scheduled to be heard by U.S. Bankruptcy Court for the Southern
District of New York on March 15, 2011.

In other updates, Mr. Edwards revealed that Kobo Inc., a Toronto-
based e-book retailer in which Borders holds a stake, will begin
sharing some of the proceeds of every Kobo e-book sold in the
U.S. to the bookseller, The Journal stated.  According to Mr.
Edwards, the move will help Borders to effectively compete on the
digital level with Amazon.com Inc., Barnes & Noble Inc. and Apple
Inc., the report noted.  In turn, Borders will do its part to
promote Kobo, The Journal stated.  Borders will continue to sell
e-readers aside from Kobo, confirmed Mr. Edwards, The Journal
cited.

The No. 1 question, as Mr. Edwards recognized, is whether Borders
can compete successfully online, The Journal noted.  Mr. Edwards
disclosed that Borders' Web site is attracting traffic but those
people leave without buying anything, The Journal stated.  The
Journal mentioned that Borders may need to reconfigure its 25,000
square-foot superstores, which hold huge inventories of books
that are available online or digitally.

                  Borders to Close 75 Stores

Borders said in a recent conference call that it will close more
stores coming from a group of 140 stores that Mr. Edwards
described as on the "bubble stores," a separate report by The
Detroit Free Press related.

Borders noted that 75 of 136 additional stores would close and
the stores to be closed will be determined after the company
attempts to reach better lease terms with landlords, The Detroit
Free Press reported.  According to the report, Borders is
analyzing each store based on its profitability and whether rent
reductions alone would make a difference to the store's
performance.  Landlords have until Wednesday, March 16, 2011, to
indicate whether they would accept rent concessions from the
bookseller.  Borders is expected to announce the closings this
week.

The expected closings will hit only superstores and not the
smaller format Borders Express stores or airport locations, The
Detroit Free Press related.  Mr. Edwards said, according to the
report, those stores are performing well and had benefited from
landlord concessions.  Borders Chief Financial Officer Scott
Henry added that the spared stores are drawing strong customer
support with sales exceeding the company's expectations, the
report relayed.

Mr. Edwards disclosed that while Borders' largest vendors, which
make up 63% of 2010 sales, are all shipping to the stores, they
are not yet accepting returns of books that do not sell, The
Detroit Free Press mentioned.  Mr. Edwards said Borders is in
talks with publishers to accept returns again, the report added.

Being able to resume returns and normal trade terms with all
vendors will be critical to our success, Mr. Edwards emphasized,
The Detroit Free Press said.

A voice recording of the March 11 conference call is accessible
for free at http://www.bordersreorganization.com/index.php

                        Smaller Form

Borders Group, Inc. is likely to emerge from bankruptcy in a
"smaller form" by selling some of its stores through a
bankruptcy-authorized sale, Bill Rochelle of Bloomberg News
reported, citing Mark Podgainy, a senior director with Getzler
Henrich & Associates LLC.

Bloomberg noted that although Mr. Podgainy does not believe that
Borders has a reason for existence, it is likely that "someone
will want the business."

Mr. Podgainy's comments came at that time an official committee
of unsecured creditors was formed in Borders' Chapter 11 case,
which is composed mostly of publishers.  Mr. Podgainy noted that
"trade creditors have a vested interest in continuing business so
they can have a healthy ongoing customer," Bloomberg relayed.

In response, Borders maintained that Chapter 11 process
represents the best route for it to reorganize and return to
viability, Mary Davis, a spokesperson for the Company, said in an
e-mailed statement to Bloomberg.

                        *      *     *

Before the March 11 conference call was conducted, a Borders'
merchandise executive was in New York last week to negotiate with
publishers to resume direct shipments to the Company, according
to Publishers Weekly.

According to the report, Ingram is doing most of the shipping
with publishers on a cash basis.  Borders is asking for cash in
advance terms for a month with more regular terms afterwards,
Publishers Weekly relayed, citing sources.  The report observed
that in the months leading to its bankruptcy filing, Borders was
buying and returning in quick succession.

                        Creditors Meeting

Borders convened on March 9, 2011, a meeting with its Creditors
Committee.

Publishers Weekly disclosed that Simon & Schuster and Hachette
attended the meeting as members, but in a non-voting capacity.
Simon & Schuster and Hachette belong to the top 30 unsecured
creditors in Borders' bankruptcy case and participated in Borders
creditors' meetings pre-bankruptcy, the report relayed.  Simon &
Schuster and Hachette were reported to be unhappy when they were
left out in the Creditors' Committee membership, Publishers
Weekly stated.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner. Esq, Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: Parties Ink 1st Amendment to DIP Pact
----------------------------------------------------
Borders Group, Inc. and its debtor affiliates informed the U.S.
Bankruptcy Court for the Southern District of New York that they
entered into a first amendment of their credit agreement and
their guaranty and security agreement with certain lender parties
led by GA Capital LLC.

As previously reported, the financing under the DIP Credit
Agreement consists of a $450,000,000 Working Capital Facility and
a $55,000,000 Term Loan B Facility.  The Working Capital Facility
is in turn comprised of a $410,000,000 million revolver credit
facility, a $20,000,000 "first in last out" term loan, and an
additional $20,000,000 cash management facility.

Under the Amended Credit Agreement, certain terms were redefined:

  * "Aggregate Revolving Commitment" refers to the combined
    Revolving Commitment of all the Revolving Lenders, which
    will initially be in the amount of $410 million, including
    of the reimbursement obligations of the Revolving Lenders
    with respect to the Cash Management Letters of Credit.

  * "Cash Management Letters of Credit" refers to the 'Initial
    Cash Management Letter of Credit' and the 'Specified
    Purchase Card Letter of Credit.'  The Initial Cash
    Management Letter Credit refers to the Irrevocable Standby
    Letter of Credit Number SE451027W in the stated amount of
    $18,300,000 for the benefit of Bank of America, N.A.  The
    Purchase Card Letter of Credit refers to the Irrevocable
    Standby Letter of Credit Number SE451026W in the statement
    amount of $20,000,000 for the benefit of Bank of America,
    N.A.

  * "Excluded Cash Management Services" refers to obligations of
    the Credit Parties owing to Bank of America, N.A. relating
    to purchase card services, to the extent Availability is
    less than $40 million or an Event of Default has occurred
    and is continuing.

  * With respect to all FILO Loans, the Base Rate will not be
    less than 4.25%.

The Amended DIP Agreement also includes schedules of certain of
the Debtors' store leases (i) whose term will expire in 2011;
(ii) whose landlord may have the right to elect, at any time
prior to Dec. 31, 2011, to terminate the lease; and (iii)
with respect to Store Leases expiring between January 31, 2011,
and March 31, 2011, with identified status, as of March 9, 2011,
of the negotiations for lease extension with respect to those
Store Leases.  The Debtors are required to notify the DIP Lenders
of any landlord's termination of those Store Leases.

The Debtors submitted a copy of the Amended Credit Agreement to
the Court on March 10, 2011.

A full-text copy of the First Amended Credit Agreement is
available at http://bankrupt.com/misc/Borders_1stDIPAmendment.pdf

A blacklined copy of changed pages to the First Amended Credit
Agreement is available for free at:

  http://bankrupt.com/misc/Borders_1stDIPAmndmnt_blacklined.pdf

                         Parties Object

The Official Committee of Unsecured Creditors says it objects to
a final approval of the Debtors' postpetition financing.  The
Creditors' Committee argues that the DIP Motion and the DIP
Facility include certain provisions that are unreasonable,
overreaching and otherwise inappropriate.

The DIP Lenders knew the Debtors were on the brink of collapse in
the face of continuing large losses and used their leverage to
impose objectionable provisions on the Debtors, Bruce Buechler,
Esq., at Lowenstein Sandler PC, in New York, asserts, on behalf
of the Creditors' Committee.

Mr. Buechler relates that the objectionable provisions are:

   * The DIP Facility grants the DIP Lenders liens on the
     proceeds of Avoidance Actions and would allow the DIP
     Lenders to satisfy their Superpriority Administrative
     Claims from the proceeds of the Avoidance Actions.  These
     provisions must be stricken, Mr. Buechler contends.  In
     addition, proceeds of the Avoidance Actions should not be
     subject to the Adequate Protection Liens granted to the
     Prepetition Lenders nor should the proceeds of the
     Avoidance Actions be subject to the Adequate Protection
     Superpriority Claims of the Prepetition Lenders.

   * The DIP Facility provides for an aggregate $4 million
     carveout cap for the Debtors' and the Committee's
     professionals, including accrued and unpaid fees through an
     event of default plus fees incurred after a notice of event
     of default.  For a case of this size and given the
     number of professionals retained by the Debtors, a $4
     million carveout is unreasonably small and should be
     increased to no less than $6.5 million, Mr. Buechler
     asserts.  In addition, a provision of the DIP Credit
     Agreement suggests that professionals would not be entitled
     to receive any of their fees or expenses from the carveout
     until after the "the application of all available funds of
     the Debtors' estates."  This provision must be revised to
     allow or require payment of professional fees from the
     carveout before the exhaustion of the estates' funds, the
     Committee says.

   * The DIP Facility contains unreasonable and severe borrowing
     base limitations including, but not limited to, minimum
     availability reserves for the revolver facility of $30
     million and an unreasonably low borrowing base value that
     fails to take into account the successful result of the
     "going out of business" sale.  Moreover, if the minimum
     availability reserve drops below $25 million, another $15
     million reserve block is added on top of that.  These
     borrowing based limitations, the Committee argues, are
     unreasonable and excessive given that the DIP Facility is
     not providing any "new" money to the Debtors and the value
     of the DIP Collateral is substantially greater than the
     amounts that will be borrowed.  These reserves must be
     substantially relaxed to avoid choking the Debtors' cash
     availability and forcing the Debtors to breach covenants
     that would trigger defaults leading to an unnecessary and
     premature liquidation of the Debtors' assets, according to
     Mr. Buechler.

   * The 10% variance covenants for both receipts and
     disbursements should be replaced with a 15% cumulative net
     operating cash flow variance and restructuring fees should
     be excluded from the variance analysis, Mr. Buechler
     insists.

   * The Unused Revolver Fee Margin is 0.50%.  Given that the
     projected unused amount of the revolver is projected to be
     in excess of $200 million throughout the term of the DIP
     Facility, this fee is clearly excessive and should be
     reduced to 0.25%, the Committee complains.

   * In addition to the payment of over $1.0 million in fees to
     the DIP Lenders' professionals, the DIP Facility provides
     for the payment of approximately $15 million in aggregate
     financing fees.  These fees include approximately $4.3
     million to the lenders under the $55 million Term B
     Facility or approximately 6% of the amount of the facility.
     Moreover, the $4.3 million fee includes a $1.46 million
     Make-Whole Payment that would be waived if parties do not
     object to the DIP Motion or take other actions adverse to
     the lenders.  The Make Whole Payment is essentially a
     penalty and poison pill designed to deter parties from
     raising objections to the DIP Motion and otherwise taking
     actions adverse to the lenders, Mr. Buechler says.  In sum,
     the Term B Facility fees, including the Make Whole Payment,
     are unreasonable and excessive in light of both the
     minimally increased availability offered by the Term B
     Facility and the value of the DIP Collateral, he maintains.

The proposed modifications to the objectionable features of the
DIP Facility are necessary to strike a reasonable balance among
the interests of the Debtors, the DIP Lenders, the Prepetition
Secured Lenders, and the Debtors' unsecured creditors, Mr.
Buechler emphasizes.

Verizon Communications, Inc. and certain other entities also
filed separate limited objections to the DIP Financing Motion.
They include:

  -- Dallas/Fort Worth International Airport Board or DFWIAB,
  -- Lewisville Independent School District or LISD, and
  -- Burleson ISD, City of Burleson, City of Colleyville,
     Grapevine-Colleyville ISD, City of Grapevine, Clear Creek
     ISD, Woodlands Metro MUD, Woodlands RUD #1, and Baybrook
     MUD#1.

Verizon delivers advanced IP, data, voice and wireless solutions
to the Debtors through various telecommunications agreements,
including a March 2010 master lease for the lease of Cisco data
equipment and Microsoft Exchange Server software licenses.
Verizon says it is owed $445,810 by the Debtors as of the
Petition Date.

Verizon objects to any priming lien that would take precedence
over its interest in the Equipment and Software in the event the
Master Lease is recharacterized as a purchase financing.  It also
seeks clarification in any final DIP order that if the Master
Lease is recharacterized as a purchase financing, its interest in
the Equipment and Software would be a prepetition permitted lien
that would remain senior to any DIP lien and adequate protection
lien.

LISD and Burleson, et al., are political subdivisions of the
state of Texas.  The Texas Entities maintain that they hold
claims that are secured by prior perfected continuing enforceable
tax liens on the Debtors' property.  LISD says it holds claims
for $18,374 for 2011 business personal property taxes against the
Debtors.  Burleson ISD, et al., say that they hold claims for
$126,000 for outstanding 2010 and 2011 ad valorem taxes against
the Debtors.

In this light, the Texas Entities object to any priming of their
ad valorem liens by the granting of DIP liens or any adequate
protection liens to the Debtors' lenders.  The Texas Entities
seek that any final DIP financing order clarify that any of their
statutory tax liens will not be primed and provide that the first
proceeds from the sale of collateral will go to a segregated
amount for adequate protection for payment of their secured taxes
prior to payment of any junior liens, including DIP liens and
Adequate Protection Liens.

The Texas Entities understand that the Debtors have already begun
store closing sales at certain locations.

DFWIAB and the Debtors are parties to a concession lease
agreement for the lease of terminal space at the Dallas/FW
Airport.  To secure performance under the Lease, the Debtors were
required to furnish a $30,000 security deposit or surety bond
payable to DFWIAB.  DFWIAB maintains that it objects to the DIP
Motion to the extent that it attempts to seek a final order
divesting DFWIAB of its rights under the Bond by granting a
security interest in the Bond to the Working Capital Agent of the
DIP Facility.

DFWIAB also objects to the DIP Motion to the extent it seeks a
final order granting the DIP Lenders a security interest in
avoidance action under Chapter 5 of the Bankruptcy Code.  DFWIAB
emphasizes that proceeds of avoidance action should be preserved
for the benefit of the Debtors' estates and their creditors.

             Debtors & Lenders Defend DIP Financing

Counsel to the Debtors, David M. Friedman, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, in New York, subsequently apprised
the Court that the Debtors have succeeded in resolving all
objections to the DIP Loan other than the objections of the
Creditors' Committee and one other party.

It should be noted that the Committee's Objection only includes
the residual matters that were not resolved after extensive good
faith negotiations among the Committee, the Debtors and the DIP
Agent, Mr. Friedman relates.  He stresses that the Committee has
obtained a relief on certain important points that will empower
the Committee's role in the Debtors' bankruptcy cases.  In this
regard, the Debtors amended the proposed final DIP order to
provide these terms:

  (1) The Committee and the U.S. Trustee for Region 2 will have
      three business days to object to amendments, modifications
      or supplements to the DIP Loan Documents with those
      objection to be resolved by the Court, if necessary;

  (2) The Budget, as updated, will be delivered to the
      Committee;

  (3) The Committee and the U.S. Trustee will have three
      business days to object to payment of the DIP Secured
      Parties out-of-pocket expenses, with that objection to be
      resolved by the Court, if necessary;

  (4) The "investigation cap" pursuant to which the Committee
      may use DIP Loan proceeds to investigate the liens and
      claims of the prepetition secured lenders has been
      increased from $50,000 to $125,000, and that cap is not
      reduced by the Committee's objections to the DIP Motion;

  (5) The 60-day challenge period to assert claims against the
      prepetition secured lenders is now automatically extended
      to a date three business days following the adjudication
      of a timely filed Standing Motion.  In other words, the
      Committee is "only" required to file a motion to obtain
      standing within the 60-day period -- not to obtain
      standing and commence an adversary proceeding.

  (6) The Committee will receive the reports, certificates,
      notices and other documentation required to be sent to the
      DIP Agents under the DIP Loan Documents.

The Debtors believe that these additional protections are
appropriate.

Mr. Friedman asserts that the Committee's Objection now boils
down to the Committee's request that the DIP Loan contain better
business terms: lower fees, reduced covenants and more
availability.  The terms on this "wish list," however desirable,
were all terms that were the subject of hard bargaining
prepetition between the Debtors and the DIP Agents, and the
Debtors are convinced that the terms contained within the DIP
Credit Agreement are fair, reasonable and, most importantly, the
best terms that are currently available to the Debtors in the
marketplace, he maintains.

A chart summarizing the DIP Motion Objections and the Debtors'
response is available for free at:

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

In support of the DIP Motion, General Electric Capital
Corporation, as lender and working capital agent for the lenders
under the DIP Credit Agreement, complains that the Committee
seeks to rewrite the economic terms of the DIP Loan as the
Committee would have them.  "There is no basis for the Committee
to substitute its business judgment for that of the Debtors,"
Wendy S. Walker, Esq., at Morgan, Lewis & Bockius LLP, in New
York, counsel to GECC, argues.

Ms. Walker clarifies that the terms of the DIP Credit Agreement
do not "leverage the bankruptcy process" or "unfairly cede
control of the reorganization to one party in interest."  Indeed,
the Committee's complaints are largely related to business terms
that are standard for asset based loans on a postpetition basis,
she points out.  There is nothing unusual, for example, about the
availability covenants, budget variances or unused commitment
fees, she contends.  Each is designed to protect the DIP Lenders
against, or compensate them for, the risks of lending to a
large retailer in a chapter 11 process; each was negotiated in
good faith between the Debtors and the DIP Agents; and no better
terms were available to the Debtors, she stresses.

The Debtors required a DIP financing arrangement that was large
enough to refinance the prepetition secured lenders and that
would providing adequate protection acceptable to the prepetition
secured lenders, Ms. Walker adds.  The prepetition secured
lenders would not consent to be primed, and the Debtors had no
unencumbered assets to offer as collateral for the DIP Loan, she
reasons.  Accordingly, one of the factors leading the Debtors to
choose the proposed DIP Loan was that it would avoid a "bet the
company" priming fight on the first day of their Chapter 11
cases, she avers.

In another filing, GA Capital LLC, as Term B Agent, complains
that the Committee's Objection is premised on a fundamental
misunderstanding of the structure of the DIP Facility.

Counsel to GA Capital, Kevin J. Simard, Esq., at Riemer &
Braunstein LLP, in Boston, Massachusetts -- ksimard@riemerlaw.com
-- asserts that as a result of the Term B Lender's significantly
enlarging the Term B Borrowing Base, the Debtors received
additional liquidity both from the additional Term Loan advance
in the amount of $6,400,000 but also from a decrease in the Term
B Reserve.

While the Committee would prefer not to have the Term B Facility,
the DIP Facility as a whole is a cohesive and integrated facility
complete with the Revolving Credit Facility, FILO Tranche and
Term B Facility, Mr. Simard points out.  The DIP Facility cannot
be bifurcated for the convenience of the Committee, he stresses.
Although the Term B Lenders are receiving fees in excess of their
pro rata share, the Term B Lenders are the institutions taking
the greatest risk in the DIP Facility and deserve the larger
percentage of the fees to compensate them for their additional
risk, Mr. Simard insists.

Mr. Simard clarifies that the lenders under the Prepetition Term
Loan Agreement's willingness to waive the Make Whole payment is
conditioned upon approval of the final DIP order, indefeasible
payment in full of all fees under the DIP Facility, and the
passage of the Challenge Period without objection or challenge to
the Prepetition Term Loan Agreement or the Prepetition Claims of
the Prepetition Term Lenders.  The offered waiver is not a
"poison pill;" it is a voluntary waiver by the Prepetition Term
Lenders of their contractual right to over $1,400,000 in
liquidated damages for the prepayment in the first year of a four
year term loan, he maintains.

The final DIP hearing is scheduled for March 15, 2011.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner. Esq, Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: Proposes Dickinson Wright as IP Counsel
------------------------------------------------------
Borders Group and its units seek the Bankruptcy Court's permission
to employ Dickinson Wright PLLC as their special counsel nunc pro
tunc to the Petition Date.

The Debtors seek to employ Dickinson Wright with respect to:

  (a) day-to-day vendor, supplier, leasing and other types of
      commercial matters generally related to maintaining
      continuity of supply of goods/services and use of
      facilities; and

  (b) preparation, prosecution, protection and litigation of
      trademark and intellectual property rights.

The Debtors will pay Dickinson Wright's professionals according
to the firm's customary hourly rates ranging from $185 to $550
per hour.  The specific Dickinson Wright attorneys who will be
engaged in the Debtors' Chapter 11 cases and their customary
hourly rates are:

        Attorney                    Rate per Hour
        --------                    -------------
        Michael C. Hammer              $440
        Kristi A. Katsma               $370
        Doron Yitzchaki                $220
        Samuel Littlepage              $495
        Nicole Meyer                   $365

The Debtors will also reimburse Dickinson Wright for the firm's
reasonable and necessary expenses incurred.

Mr. Hammer, Esq., a member at Dickinson Wright --
mhammer@dickinsonwright.com -- disclosed that his firm is owed
$2,372 for prepetition services.  Dickinson Wright has agreed to
waive these fees and expenses in connection with its retention in
the Debtors' Chapter 11 cases, he said.

In a supplemental declaration, Mr. Hammer said Dickinson Wright
represents these parties in matters unrelated to the Debtors'
Chapter 11 cases:

  * Various UBS subsidiaries in unrelated municipal finance
    matters

  * Bank of America, N.A. in unrelated banking and finance
    matters

  * JPMorgan Chase, N.A. in unrelated banking and finance
    matters

  * Wells Fargo Bank, N.A. and Wells Fargo Business Credit, Inc.

Mr. Hammer said the Debtors and those entities are neither
adverse nor potentially adverse to each other with respect to the
matters for which Dickinson Wright is to be employed.

Notwithstanding these representations, Mr. Hammer maintains that
Dickinson Wright is a "disinterested person" as the term is
defined under Section 101(14) of the Bankruptcy Code.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner. Esq, Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

National law firm Lowenstein Sandler has been appointed to
represent the official unsecured creditors committee for Borders
Group.  Bruce S. Nathan and Bruce Buechler, members of Lowenstein
Sandlers' Bankruptcy, Financial Reorganization & Creditors' Rights
Group, are leading the team.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: Committee Proposes Lowenstein as Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors in Borders Group
Inc.'s cases seeks the Bankruptcy Court's permission to retain
Lowenstein Sandler PC as its counsel nunc pro tunc to Feb. 24,
2011.

As counsel to the Committee, Lowenstein Sandler will:

  (a) provide legal advice as necessary with respect to the
      Committee's powers and duties as an official committee
      appointed under Section 1102 of the Bankruptcy Code;

  (b) assist the Committee in investigating the acts, conduct,
      assets, liabilities, and financial condition of the
      Debtors, the operation of the Debtors' business, potential
      claims, and any other matters relevant to the Debtors'
      Chapter 11 cases;

  (c) participate in the formulation of a Chapter 11 plan and
      provide legal advice as necessary with respect to any
      disclosure statement and Plan filed in these Chapter 11
      cases and with respect to the process for approving or
      disapproving disclosure statements and confirming or
      denying confirmation of a Plan;

  (d) participate in any process relating to the sale of estate
      assets;

  (e) prepare, on behalf of the Committee, applications,
      objections, motions, complaints, answers, orders,
      agreements and other legal papers;

  (f) appear in Court to present motions, applications,
      objections and pleadings, and otherwise protecting the
      interests of those represented by the Committee; and

  (g) perform other legal services as may be required and that
      are in the best interests of the Committee and creditors.

Lowenstein Sandler's professionals will be paid according to
these hourly rates:

         Title                     Rate per Hour
         -----                     -------------
         Partners                   $440 to $825
         Senior Counsel             $390 to $575
         Counsel                    $340 to $575
         Associates                 $235 to $450
         Legal Assistants           $145 to $215

Lowenstein Sandler will be reimbursed for actual and necessary
expenses incurred.

Bruce Buechler, Esq., a member of Lowenstein Sandler --
bbuechler@lowenstein.com -- discloses that in early January 2011,
several of the Debtors' largest creditors retained the firm to
represent them in connection with a potential out-of-court
restructuring with the Debtors.  The Debtors executed a letter
dated January 13, 2011, agreeing to pay the fees and expenses of
Lowenstein Sandler and wire transferred a $200,000 retainer to
Lowenstein Sandler on January 14, 2011.  In connection with the
Prepetition Representation, for the month of January 2011,
Lowenstein Sandler billed the Debtors $156,676, which was paid by
wire transfer received by Lowenstein Sandler on February 7, 2011.

From February 1 though February 15, 2011, Lowenstein Sandler
billed the Debtors an additional $89,341, which was applied
against the $200,000 retainer.  The Debtors and the U.S. Trustee
for Region 2 have agreed, subject to Court approval, to permit
Lowenstein Sandler to retain the remaining retainer of $110,658,
which remaining retainer will be applied to pay the firm's first
monthly fee request in these Chapter 11 cases and to any
subsequent monthly requests to the extent any portion of the
retainer remains.

Mr. Buechler further notes that Lowenstein Sandler may represent
or has represented matters wholly unrelated to the Debtors'
Chapter 11 cases, a schedule of which is available for free at:

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

Mr. Buechler also clarifies that Lowenstein Sandler does not
represent the Debtors, their affiliates, or any of the current
and recent officers and directors of the Debtors, nor does
Lowenstein Sandler represent any of the shareholders of the
Debtors identified in this list, available for free at:

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

Despite the disclosures, Mr. Buechler assures the Court that
Lowenstein Sandler does not represent any entity having an
adverse interest in connection with the Debtors' Chapter 11
cases; is a "disinterested person" as that term is defined under
Section 101(14) of the Bankruptcy Code; and does not hold or
represent any interest adverse to the Committee with respect to
the matters upon which it is to be employed.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.  As of Feb. 11, 2011, Borders employed a
total of 6,100 full-time employees, 11,400 part-time employees,
and approximately 600 contingent employees.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.

David M. Friedman, Esq., David S. Rosner. Esq, Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as counsel to the Debtors.
Jefferies & Company's Inc. is the financial advisor.  DJM Property
Management is the lease and real estate services provider.  AP
Services LLC is the interim management and restructuring services
provider.  The Garden City Group, Inc., is the claims and notice
agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BROWARD DEVELOPMENT: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Broward Development Associates, LLC
        783 Shotgun Road
        Sunrise, FL 33326

Bankruptcy Case No.: 11-16695

Chapter 11 Petition Date: March 14, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: John E. Page, Esq.
                  SHRAIBERG, FERRARA, & LANDAU P.A.
                  2385 NW Executive Center Dr #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0819
                  Fax: (561) 998-0047
                  E-mail: jpage@sfl-pa.com

Scheduled Assets: $6,000,000

Scheduled Debts: $17,232,771

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-16695.pdf

The petition was signed by Jaime Rey Soto, president of managing
member.


CAPITOL BANCORP: Cancels Planned $100-Mil. Public Offering
----------------------------------------------------------
Pursuant to Rule 477 promulgated under the Securities Act of 1933,
as amended, Capitol Bancorp Limited requests that the Securities
and Exchange Commission consent to the immediate withdrawal of
Capitol's registration statement on Form S-1 filed Jan. 10, 2011,
together with all exhibits thereto.

The Company had previously announced plans to distribute rights to
purchase shares of its common stock at a proposed maximum
aggregate offering price of $100,000,000.

The Company submitted the request for withdrawal as it does not
intend to pursue the contemplated public offering at this time.
The Company confirms that no securities have been or will be
distributed, issued or sold pursuant to the Registration Statement
or the prospectus contained therein.

The Company requests, in accordance with Rule 457(p) under the
Securities Act, that all fees paid to the SEC in connection with
the filing of the Registration Statement be credited to the
Company's account to be offset against the filing fee for any
future registration statement or registration statements.  The
Company may undertake a subsequent private offering in reliance on
Securities Act Rule 155(c).

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

                   About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) --
http://www.capitolbancorp.com/-- is a $5.1 billion national
community banking company, with a network of bank operations in 16
states.  Founded in 1988, Capitol Bancorp Limited has executive
offices in Lansing, Michigan and Phoenix, Arizona.

In September 2009, Capitol and its second-tier bank holding
companies entered into a written agreement with the Federal
Reserve Bank of Chicago under which Capitol has agreed, among
other things, to submit to the Reserve Bank a written plan to
maintain sufficient capital at Capitol on a consolidated basis and
at Michigan Commerce Bank (as a separate legal entity on a stand-
alone basis); and a written plan to enhance the consolidated
organization's risk management practices, a strategic plan to
improve the consolidated organization's operating results and
overall condition and a cash flow projection.

Certain of Capitol's bank subsidiaries have entered into formal
agreements with their applicable regulatory agencies.  Those
agreements provide for certain restrictions and other guidelines
and/or limitations to be followed by the banks.

In 2009, Capitol commenced the deferral of interest payments on
its various trust-preferred securities, as is permitted under the
terms of the securities, to conserve cash and capital resources.
The payment of interest may be deferred for periods up to five
years.  During such deferral periods, Capitol is prohibited from
paying dividends on its common stock (subject to certain
exceptions) and is further restricted by Capitol's written
agreement with the Federal Reserve Bank of Chicago.  Accrued
interest payable on such securities approximated $18.1 million at
June 30, 2010.

The reported a net loss of $254.36 million on $163.69 million of
total interest income for the year ended Dec. 31, 2010, compared
with a net loss of $264.54 million on $197.78 million of total
interest income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3.54 billion
in total assets, $3.57 billion in total liabilities and
$38.68 million in total deficit.


CAPMARK FINANCIAL: Court Approves IRS Settlement
------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Capmark Financial Group, Inc.'s motion for an order approving a
settlement with the Internal Revenue Service regarding an IRS
audit of the Debtors' prepetition tax years.  Under the agreement,
the IRS and the CFGI Group have agreed to final taxable income
adjustments.

For the 2006 tax year, the parties have agreed that the CFGI Group
overstated its federal taxable income by approximately
$78 million.  For the CFGI Group's 2007 tax year, the parties have
agreed that the CFGI Group understated its federal taxable income
by approximately $115 million.  The parties have also agreed to
adjust the amount of the 2008 NOL carryback to reflect the changes
to 2006 and 2007 taxable income.  Accordingly, the CFGI Group will
neither owe federal income tax nor will it be required to return
any federal income tax refund as a result of the agreed upon
adjustments to taxable income.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provides financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

The Official Committee of Unsecured Creditors in Capmark Financial
Group Inc.'s cases tapped Kramer Levin Naftalis & Frankel LLP as
its counsel and JR Myriad LLC as its commercial real estate
business advisors.  The Committee also retained Cutler Pickering
Hale and Dorr LLP as its attorneys for the special purpose of
providing legal services in connection with Federal Deposit
Insurance Corporation matters.

Protech Holdings C, LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash.  Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.


CAPMARK FINANCIAL: Court Approves Morgan Stanley Settlement
-----------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Capmark Financial Group's motion for an order authorizing the
restructuring of low-income housing tax credit transactions among
the Debtors and Morgan Stanley and certain of its affiliates, the
transfer of substantially all the Debtors' rights and assets in
the low-income housing tax credit with Morgan Stanley to a newly
formed direct and indirect nondebtor special purpose subsidiary,
and the entry into a restructuring and settlement agreement
establishing terms of restructuring and settlement of claims
arising from and related to the low-income housing tax credit
transactions.

BData says the settlement effectuates the release of all claims
Morgan Stanley has asserted or could assert against Capmark
Financial Group relating to the low income housing tax credit
transactions.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provides financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

The Official Committee of Unsecured Creditors in Capmark Financial
Group Inc.'s cases tapped Kramer Levin Naftalis & Frankel LLP as
its counsel and JR Myriad LLC as its commercial real estate
business advisors.  The Committee also retained Cutler Pickering
Hale and Dorr LLP as its attorneys for the special purpose of
providing legal services in connection with Federal Deposit
Insurance Corporation matters.

Protech Holdings C, LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash.  Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.


CARGO TRANSPORTATION: Court Approves 1 Source & Access as CPAs
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Cargo Transportation Services Inc. to employ 1 Source
Partners Inc. and Accell Audit & Compliance P.A. as its certified
public accountants.

The Debtor filed separate applications to tap the two firms as its
CPAs.

Accell Audit has agreed to prepare performance of 2009 and 2010
audit.  The Debtor will pay $60,000 plus out of pocket expenses.

1 Source Partners will prepare 2009 and 2010 tax returns for the
Debtor, its non-debtor affiliates, David Bell and John Manning,
officer of the Debtor.  The firm will charge $125 per hour with a
total fee not to exceed $11,000 for each year.

The Debtor assured the Court that the firms are "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                    About Cargo Transportation

Sunrise, Florida-based Cargo Transportation Services, Inc.,
provides transportation services to clients nationwide, including
customized consolidation, distribution, logistics and warehousing
services.  It has 140 employees and averages $100,000,000 in gross
revenue per year.

Cargo Transportation filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 11-00432) on Jan. 12, 2011.  Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA,
serves as the Debtor's bankruptcy counsel.  The Debtor disclosed
$11,728,760 in assets, and $11,869,375 in liabilities in its
schedules.


CASA DE CAMBIO: Dist. Ct. Rules on Capitaliza-T Suit v. Wachovia
----------------------------------------------------------------
Capitaliza-T Sociedad De Responsabilidad Limitada De Capital
Variable, v. Wachovia Bank of Delaware National Association &
Wachovia Bank National Association, Civil No. 10-520 (D. Del.),
involves a Mexican currency exchange business, Casa de Cambio
Majapara, S.A. de C.V., that improperly branched out beyond
foreign currency exchange and into the facilitation of
international transactions involving interest-bearing deposits in
U.S. banks.  Even though it was beyond the company's corporate
charter and not authorized under Mexican banking laws, Majapara
arranged a transaction in which $2.5 million of Plaintiff's money
was deposited in Majapara's Mexican bank account, and then
redeposited by Majapara in an interest-bearing account with
Wachovia Bank of Delaware in the United States.  Majapara promised
to pay Plaintiff interest on the funds.  Before the deposit
matured, however, Majapara defaulted in a separate foreign
exchange deal it had with the Delaware bank.  Wachovia Bank of
Delaware may have offset the funds Majapara had deposited in
Wachovia accounts, including Plaintiff's funds, to recoup some of
the Majapara debt.

In the aftermath of the various transactions among the three
entities in late 2007, Majapara filed for bankruptcy.

Capitaliza-T sued Wachovia, claiming that Defendants aided and
abetted Majapara's fraud on Plaintiff by permitting Majapara to
make deposits in Defendants' bank while knowing that Majapara was
not authorized by law to engage in such activity, and that
Wachovia is obligated to give to Plaintiff the funds from
Majapara's Wachovia account.  Capitaliza-T brings four claims
against Wachovia.  Count I claims that Wachovia converted
Capitaliza-T's funds, based on Wachovia's refusal to pay to
Capitaliza-T the amounts in the Majapara account.  Count II claims
that Wachovia aided and abetted Majapara's fraud by permitting the
transactions to happen and refusing to release the funds.  Count
III claims that Wachovia aided and abetted Majapara's breach of
fiduciary duty.  Count IV claims that the Wachovia Defendants were
unjustly enriched.

In his March 9 Opinion, District Judge Jerome B. Simandle held
that Delaware law does not recognize Plaintiff's claim for
conversion based on the refusal to pay funds from a bank account.
Seeing no possible facts that could be pleaded to state a claim on
this count, it will be dismissed with prejudice.

Plaintiff's allegations regarding the aiding and abetting claims
do not currently provide a plausible basis for believing that
Defendants knew that Capitaliza-T had defrauded Plaintiff and
breached a duty to Plaintiff in the way that Plaintiff alleges.
And Plaintiff's unjust enrichment claim is unavailable because the
bank's obligation to pay the funds (or lack thereof) is governed
by the contract created by the deposit, and the Amended Complaint
provides no reason for thinking that the bank contract is not
operative.

It may be possible that an amended pleading could cure the
deficiencies noted in the aiding and abetting and unjust
enrichment claims -- such as by Plaintiff pleading concrete
reasons for believing Defendants knew of the underlying
transaction, or offering additional information regarding the bank
account contract not contained in the current pleadings.
Therefore, these latter three claims will be dismissed without
prejudice.

A copy of the Court's March 9, 2011 Opinion is available at
http://is.gd/K7Gjb9from Leagle.com.

Counsel for Plaintiff are:

          Christopher D. Loizides, Esq.
          LOIZIDES P.A.
          1225 King Street, Suite 800
          Wilmington, DE 19801
          Tel: (302) 654-0248
          Fax: (302) 654-0728
          E-mail: loizides@loizides.com

               - and -

          Georgina Fabian, Esq.
          THE INTERNATIONAL BUSINESS LAW GROUP, LLC
          John Hancock Center
          875 North Michigan Avenue, Suite 3100
          Chicago, IL, 60611
          Tel: (773) 725-8856
          Fax: (773) 423-0223
          E-mail: gfabian@intblg.com

               - and -

          Patrick M. Jones, Esq.
          SMITH AMUDSEN, LLC
          150 N. Michigan Avenue, Suite 3300
          Chicago, IL 60601
          Tel: 312-894-3234
          Fax: 312-997-1811
          E-mail: pjones@salawus.com

Counsel for Defendants are:

          Brian M. Rostocki, Esq.
          Michael S. Leib, Esq.
          REED SMITH LLP
          1201 Market Street - Suite 1500
          Wilmington, DE 19801
          Tel: 302-778-7561
          E-mail: brostocki@reedsmith.com
                  mleib@reedsmith.com

                      About Casa de Cambio

Headquartered in Mexico City, Casa de Cambio Majapara S.A. de
C.V., a.k.a. Majapara Casa de Cambio --
http://www.majapara.com.mx-- was engaged in financial
transactions processing, reserve, and clearing house activities.
The company filed for Chapter 11 protection on March 5, 2008
(Bankr. N.D. Ill. Case No. 08-05230).  Majapara also filed for
bankruptcy in Mexico under the Ley de Concursos Mercantiles (Law
of Commercial Insolvency).

Brian L. Shaw, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, and Andrew L. Wool, Esq., at Katten Muchin Rosenman
LLP, represented the Debtor.  Luis V. Echeverria served as
consultant and foreign representative in the Debtor's insolvency
and bankruptcy proceedings in the United States and in Mexico.
When the Debtor filed for protection from its creditors, it
listed assets of between US$10 million to US$50 million and
debts of between US$10 million to US$50 million.

On Aug. 22, 2008, the Mexican Second Civil District Court declared
Majapara's involuntary liquidation. The Chapter 11 proceedings was
later dismissed.

Majapara filed sought bankruptcy protection under Chapter 15 of
the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 08-30669) on
Nov. 11, 2008.  Mark L. Radtke -- mradtke@shawgussis.com -- at
Shaw represented the Chapter 15 debtor.  The Chapter 15
proceedings are ongoing.


CC MEDIA: CEOs of CCI and Outdoor Media Do Not Own Securities
-------------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Christopher William Eccleshare, president & CEO of
Clear Channel International, disclosed that he does not own any
securities of CC Media Holdings, Inc.  CCI is an affiliate of CC
Media Holdings.

In a separate filing, Ronald Cooper, president and chief executive
officer - Outdoor Americas, also disclosed that he does not own
any non-derivative securities of CC Media Holdings.  Mr. Cooper,
however, discloses that he has an option to buy 165,000 shares of
Class A common stock of the Company, which options will expire on
Dec. 10, 2019.

                  About CC Media and Clear Channel

San Antonio, Tex.-based CC Media Holdings, Inc. (OTC BB: CCMO)
-- http://www.ccmediaholdings.com/-- is the parent company of
Clear Channel Communications, Inc.  CC Media Holdings is a global
media and entertainment company specializing in mobile and on-
demand entertainment and information services for local
communities and premier opportunities for advertisers.  The
Company's businesses include radio and outdoor displays.

CC Media has three reportable business segments: Radio
Broadcasting; Americas Outdoor Advertising; and International
Outdoor Advertising.  Approximately half of CC Media's revenue is
generated from its Radio Broadcasting segment.

The Company's balance sheet at Dec. 31, 2010, showed
$17.480 billion in total assets, $24.685 in total liabilities, and
a stockholders' deficit of $7.205 billion.

The Company reported a net loss of $462.8 million on
$5.866 billion of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $4.049 billion on $5.552 billion of
revenue for the fiscal year ended Dec. 31, 2009.

                          *     *     *

CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's.  Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer default
rating of 'CCC' from Fitch Ratings.

Fitch said in November 2010, that its ratings concerns center on
the company's highly leveraged capital structure, with significant
maturities in 2014 and 2016; the considerable interest burden that
pressures free cash flow generation; technological threats and
secular pressures in radio broadcasting; and the company's
exposure to cyclical advertising revenue.  The ratings are
supported by the company's leading position in both the outdoor
and radio industries, as well as the positive fundamentals and
digital opportunities in the outdoor advertising space.

In February 2011, Standard & Poor's affirmed it 'CCC+' corporate
credit rating and positive outlook on CC Media Holdings and
operating subsidiary Clear Channel, which S&P views on a
consolidated basis.

S&P said the 'CCC+' corporate credit rating on CC Media Holdings
Inc. reflects the risks surrounding the longer-term viability of
the company's capital structure--in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion).  In S&P's
view, the company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business.  S&P views the
financial risk profile as highly leveraged, given the company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.


CHARLESTON ASSOCIATES: Committee Hires Brinkman as Counsel
----------------------------------------------------------
Charleston Associates, LLC, seeks permission from the Bankruptcy
Court to employ Lewis and Roca LLP as special counsel, nunc pro
tunc to Jan. 27, 2011, to represent it in a pending litigation
against RA Southeast Land Company, LLC, and City National Bank.

On Nov. 24, 2010, Charleston filed a declaratory judgment
complaint against RAS and CNB in the United States Bankruptcy
Court for the District of Delaware.  RAS owned an undeveloped land
adjacent to Boca Fashion Village.  Charleston previously owned
that undeveloped land.

In the Litigation, Charleston seeks declaratory relief,
compensatory damages, punitive damages, and other relief against
RAS and CNB in connection with Charleston's rights as Declarant
under a Grant of Reciprocal Easements and Declaration of Covenants
and resulting delay and/or prevention of a sale to Fry's
Electronics of a 130,000+ square foot parcel of real estate that
is currently leased to Sears Roebuck & Company.

On Dec. 17, 2010, RAS and CNB filed a motion to transfer venue of
adversary proceeding to the District of Nevada.  On Dec. 29, 2010,
the Delaware Court granted the defendants' motion to transfer
venue.  The adversary proceeding has now been transferred to the
United States Bankruptcy Court for the District of Nevada (Las
Vegas Division).

The Debtor proposes to pay Lewis and Roca based on customary
billing rates.  The professionals who will primarily be involved
in the case and their hourly rates are:

     Name                            Title     Hourly Rate
     ----                            -----     -----------
     Robert M. Charles, Jr., Esq.    Partner       $465
     Marvin Ruth, Esq.               Associate     $330
     Marilyn Schoenike, CLA          Paralegal     $200

Lewis and Roca's hourly rate for other attorneys and professionals
are:

     Billing Category        Range
     ----------------        -----
     Partners              $335-$675
     Of Counsel            $180-$705
     Associates            $185-$400
     Paralegals            $140-$250

Lewis and Roca has requested that the Debtor provide it with a
$25,000 retainer.  The Debtor has asked for authority from its
lender to pay the Retainer. Lewis and Roca will draw down on the
Retainer as allowed by the Court.

Lewis and Roca has advised the Debtor that it currently represents
CNB, one of the Defendants in the Litigation, in an unrelated
matter.  Lewis and Roca has obtained express conflict waivers from
CNB and Charleston to represent the Debtor in the Litigation.  The
Lewis and Roca attorneys or staff that work on matters for CNB
will be screened from and not work on any matters relating to
Lewis and Roca's retention in the Litigation.

Lewis and Roca's Robert Charles attests that the firm has no
connection with the Debtor, its creditors, any other parties in
interest, their attorneys or accountants, the United States
Trustee or any person employed in the Office of the United States
Trustee.  Lewis and Roca does not hold or represent any interest
adverse to the Debtor's estates.

                    About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, aka
FDBA Boca Fashion Village Syndications Group, LLC, and aka
FDBA Boca Fashion Village, LLC, is the successor by merger to Boca
Fashion Village Syndications Group.  It owns a portion of a large
community shopping center located in Las Vegas.  The entire
shopping center is known as The Shops at Boca Park.  It
encompasses almost 55 acres and is situated at the northeast
corner of the intersection of Charleston Boulevard and Rampart
Boulevard.  Charleston's current portion of the shopping center
consists of a 20.4 acre parcel located at 700-750 S. Rampart
Boulevard, Las Vegas, that is commonly known as Boca Fashion
Village.  Boca Fashion contains, among other things, a 130,000+
square foot parcel of real estate that is currently leased to
Sears Roebuck & Company.

Charleston Associates filed for Chapter 11 (Bankr. D. Del. Case
No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey presides
over the case.  Bradford J. Sandler, Esq., at Pachulski Stang
Ziehl & Jones LLP, assists the Company in its restructuring
effort.  The Company listed $10 million to $50 million in assets
and $50 million to $100 million in liabilities.


CHARLESTON ASSOCIATES: Seeks April 30 Exclusivity Extension
-----------------------------------------------------------
Charleston Associates, LLC, asks the Court to extend, pursuant to
section 1121(d) of the Bankruptcy Code, the period within which it
has the exclusive right to file a plan of reorganization through
and including April 30, 2011, and the period within which it has
the exclusive right to solicit plan votes through and including
June 30, 2011.

This is the Debtor's fourth filed motion to extend exclusivity.

The Debtor said it has worked assiduously to comply with the
secured lender's multiple requests for financial and other
information and to effectuate a long-negotiated sale of a major
piece of the shopping center to Fry's.  On November 18, 2010, the
Court entered an order authorizing the Debtor to consummate the
sale.  On November 24, 2010, the Debtor filed a declaratory
judgment complaint against RA Southeast Land Company, LLC, and
City National Bank.  On December 29, 2010, the Court granted the
defendants' motion to transfer adversary proceeding 10-55 572
(KJC) to the District Court in Nevada.  The adversary proceeding
has been transferred to the United States Bankruptcy Court for the
District of Nevada.

The Debtor is in the process of formulating and drafting a plan of
reorganization and disclosure statement, subject to new and/or
unexpected developments in the case.

The Debtor's prepetition lenders have agreed to this extension.

A hearing on the Debtor's request is set for April 20.

On March 1, the Court issued an order granting a prior motion to
extend the exclusive plan filing period until Feb. 28 and the
exclusive solicitation period until april 29.

                    About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, aka
FDBA Boca Fashion Village Syndications Group, LLC, and aka
FDBA Boca Fashion Village, LLC, is the successor by merger to Boca
Fashion Village Syndications Group.  It owns a portion of a large
community shopping center located in Las Vegas.  The entire
shopping center is known as The Shops at Boca Park.  It
encompasses almost 55 acres and is situated at the northeast
corner of the intersection of Charleston Boulevard and Rampart
Boulevard.  Charleston's current portion of the shopping center
consists of a 20.4 acre parcel located at 700-750 S. Rampart
Boulevard, Las Vegas, that is commonly known as Boca Fashion
Village.  Boca Fashion contains, among other things, a 130,000+
square foot parcel of real estate that is currently leased to
Sears Roebuck & Company.

Charleston Associates filed for Chapter 11 (Bankr. D. Del. Case
No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey presides
over the case.  Bradford J. Sandler, Esq., at Pachulski Stang
Ziehl & Jones LLP, assists the Company in its restructuring
effort.  The Company listed $10 million to $50 million in assets
and $50 million to $100 million in liabilities.


CLAIM JUMPER: Disclosure Statement Hearing on April 15
------------------------------------------------------
The deadline for filing objections to the disclosure statement
explaining Goldcoast Liquidating, LLC, and Goldcoast Management
Liquidating, LLC's proposed liquidating Chapter 11 Plan is on
April 5, 2011, at 4:00 p.m., prevailing Eastern Time.

The explanatory disclosure statement, filed at the same time, is
scheduled for an April 15 approval hearing.

Goldcoast Liquidating, formerly Claim Jumper Restaurants, LLC,
before it sold the business, filed a proposed liquidating Chapter
11 plan on March 8, 2011.  Bill Rochelle, Bloomberg News'
bankruptcy columnist recounts that early in the case when
financing was approved, secured lenders carved out $400,000 for
unsecured creditors.  Secured lenders were paid $37.3 million from
the sale of Claim Jumper's 45 Western-themed restaurants to
Landry's Restaurants Inc. in a transaction valued at
$76.6 million.

The Plan, according to Mr. Rochelle, in essence provides for
distributing the assets according to priorities in bankruptcy law.
For now, the disclosure statement has blanks where creditors
ultimately will be told what percentage recovery to expect.  There
are also blanks listing the total amount of unsecured and
subordinated claims.  Likewise, there is no projection as yet
about the recovery for secured creditors whose claims are listed
to be almost $70 million.

In addition to $69.5 million in secured debt, Claim Jumper owes
$112 million on subordinated notes.

A full-text copy of the Disclosure Statement for Debtor's Joint
Plan of Liquidation is available for free at:

       http://bankrupt.com/misc/GoldCoastLiquidating.DS.pdf

                        About Claim Jumper

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

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

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

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

The Creditors Committee has selected the law firms of Cooley LLP
and Klehr Harrison Harvey Branzburg LLP as counsel.

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


CLARE HOUSE: Residents' Rights to Occupy Superior Over Lienholders
------------------------------------------------------------------
Clare House Bungalow Homes Residents Association, v. Clare House
Bungalow Homes, L.L.C., a Washington limited liability company, et
al., Adv. Pro. No. 09-80164 (Bankr. E.D. Wash.), is a dispute
between creditors who recorded Deeds of Trust against the real
property of Clare House to secure certain loans and the residents
of the property burdened by the Deeds of Trust.  The creditors
allege that their rights under the Deeds of Trust are superior to
the rights of the residents to occupy the premises.  The residents
argue that their rights to occupancy are superior to the creditors
and should the creditors foreclose, they would take title subject
to the rights of occupancy by the residents.

In a March 11, 2011 Memorandum Decision, Bankruptcy Judge Patricia
C. Williams held that the holders of resident agreements have a
right to occupy, which is superior to the rights of the
lienholders.  The lienholders have all remedies available under
state law regarding the enforcement of the Deeds of Trust, but
cannot enforce them in such a way as to interfere with the
residents' superior right of occupancy.  Due to the failure to
make reasonable inquiry as to the rights of those occupying the
property, the rights of the lienholders are subject to the right
of occupancy granted by the Resident Agreements.

A copy of the Court's decision is available at http://is.gd/45CgRT
from Leagle.com.

Based in Spokane, Washington, Clare House LLC and Clare House
Bungalow Homes LLC first filed for Chapter 11 bankruptcy (Bankr.
E.D. Wash. Case Nos. 09-04650 and 09-04651) on Aug. 20, 2009.
Judge Patricia C. Williams presides over the case.  Dan O'Rourke,
Esq. -- dorourke@southwellorourke.com -- at Southwell & O'Rourke,
served as bankruptcy counsel.  In its petition, Clare House LLC
listed $10 million to $50 million in assets and $1 million to $10
million in debts.  Clare House operates a senior living facility.

Clare House Bungalow Homes LLC again filed for chapter 11
bankruptcy (Bankr. E.D. Wash. Case No. 10-03507) on June 10, 2010.
Brant L. Stevens, Esq. -- brantstevens2010@gmail.com -- in
Spokane, serves as the Debtor's counsel.  In its petition, the
Debtor listed $1 million to $10 million in both assets and debts.


CLEARWIRE CORP: Registers 108.8-Mil. Shares Held by Stockholders
----------------------------------------------------------------
Clearwire Corporation filed a Form S-3 with the U.S. Securities
and Exchange Commission relating to the offer and sale of up to
108,843,261 shares of Class A Common Stock, $0.0001 par value per
share, of Clearwire Corporation, which the Company refer to as
Class A Common Stock, by the selling stockholders.

Clearwire Communications LLC and Clearwire Finance, Inc., each a
subsidiary of Clearwire Corporation, have outstanding as of
Feb. 28, 2011, a total of $729.25 million in aggregate principal
amount of 8.25% Exchangeable Notes due 2040.  The notes are
exchangeable by the holders of the notes at any time prior to the
close of business on the business day immediately preceding the
maturity date of the notes.  Upon exchange, the Company may
deliver shares of Class A Common Stock based upon the applicable
exchange rate.  The initial exchange rate is 141.2429 shares of
Class A Common Stock per $1,000 principal amount of the notes,
subject to adjustment.

The registration of the shares of Class A Common Stock does not
require the selling stockholders to sell any of their shares of
Class A Common Stock nor does it require the Company to issue any
shares of Class A Common Stock to the selling stockholders.

The Company will not receive any proceeds from the sale of the
shares by the selling stockholders.  The Company has agreed to pay
certain registration expenses, other than transfer taxes and
brokerage and underwriting discounts and commissions.  The selling
stockholders from time to time may offer and sell the shares held
by them directly or through agents or broker-dealers on terms to
be determined at the time of sale, as described in more detail in
this prospectus.

The Company's Class A Common Stock is listed on the NASDAQ Global
Select Market under the symbol "CLWR."  On Feb. 24, 2011, the
closing sales price of our Class A Common Stock as reported on
NASDAQ was $4.81 per share.

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

                http://ResearchArchives.com/t/s?751d

                     About Clearwire Corporation

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

The Company's balance sheet at Dec. 31, 2010 showed $11.04 billion
in total assets, $5.17 billion in total liabilities $5.87 billion
in total equity.

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

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

                           *     *     *

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

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


CLOVERLEAF ENTERPRISES: Failed Bidder Loses Bid to Reopen Sale
--------------------------------------------------------------
Bankruptcy Judge Paul Mannes issued a Memorandum of Decision,
dated March 11, 2011, denying the emergency motion filed by Landow
Partners LLC for temporary stay pending adjudication of its prior
motion for leave to submit a better offer for Rosecroft Raceway,
and, if necessary, for stay pending appeal of the sale of
Rosecroft Raceway.

Landow seeks to have the bidding reopened so that it may submit a
higher bid for the assets sold to Prince George's Racing Venture,
LLC, following the auction on Feb. 2, 2011.  The Court approved
the sale on Feb. 11, 2011.

Judge Mannes held that Landow does not pass the test for the
granting of a stay pending appeal.  It is unlikely that Landow
will succeed in upsetting an auction sale conducted in open court
where it had every opportunity to make a higher bid.  Landow has
not demonstrated any irreparable harm other than a lost
speculative business opportunity that is related to possible
action by the Maryland legislature that would enable different
forms of gambling at the Debtor's place of business.

A copy of Judge Mannes' decision is available at
http://is.gd/RxqcXFfrom Leagle.com.

As reported by the Troubled Company Reporter on March 2, 2011,
Judge Mannes approved Penn National Gaming Inc.'s $11 million bid
for the track in February, but the transaction was finalized Feb.
28, according to The Baltimore Sun.  The Sun noted that the
Chapter 11 case was still wrapped up in Court because of Landow's
intent to submit a higher bid.

Landow Partners sought permission to submit a new $12 million cash
offer for Rosecroft Raceway.  According to The Gazette, Landow
Partners also asked the judge to reconsider its earlier bid of
$11 million, plus $6 million in conditional payments greater than
the Penn National bid, if the Court doesn't approve its new bid.

                   About Cloverleaf Enterprises

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

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

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


CLUB VENTURES: To Continue Sunset Strip Devt. Despite Chapter 11
----------------------------------------------------------------
WeHo News reports that, despite filing for Chapter 11 bankruptcy,
David Barton Gym said it will still develop their Sunset Strip
property in West Hollywood, California.

Meridian Sports Clubs and Mr. David Barton are reportedly entering
into a "strategic partnership" that will facilitate continued
expansion into the Southwest and California.  Meridian CEO Chuck
Grieve will become chairman of David Barton Gym, while Mr. Barton
himself will remain CEO.

The firm, according to WeHo News, said it should emerge from
reorganization in June 2011.

The plans for the WeHo development on the former-Tower Record site
have been harshly criticized, but according to the developer, the
bankruptcy should have no effect on the project, says WeHo News.

                        About Club Ventures

New York-based Club Ventures Investments LLC, aka DavidBartonGym,
is a boutique gym company.  Club Ventures owns DavidBartonGym, an
operator of upscale health clubs in four cities.  Founded in 1992
by David Barton, DavidBartonGym has grown to operate health clubs
in New York, Miami, Chicago, and Seattle (Bellevue).

Club Ventures and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-10891) on March 2,
2011.  Club Ventures estimated its assets at $10 million to $50
million and debts at $50 million to $100 million.

David B. Shemano, Esq., at Peitzman, Weg & Kempinsky LLP, serves
as the Debtors' bankruptcy counsel.


CMB III: Disclosure Statement Hearing Set for March 28
------------------------------------------------------
The hearing to consider approval of the disclosure statement
explaining the Plan of Reorganization submitted by C.M.B. III,
L.L.C., will be held before the U.S. Bankruptcy Court for the
District of Arizona on March 28, 2011, at 10:30 a.m.

Parties-in-interest have until March 23, 2011, to file formal
objections to the approval of the Disclosure Statement.

The Debtor's Plan and Disclosure Statement was filed with the
Court on Feb. 7, 2011.  As reported by the Troubled Company
Reporter on Feb. 15, the Plan will be funded by a combination of
the Debtor's cash on hand as of the Effective Date, the equity
contribution, and cash that is collected or generated by the
Reorganized Debtor after the Effective Date.  Equity interests in
the Debtor as of the Effective Date will be sold to existing
members, or another party.

                          About C.M.B. III

Phoenix, Arizona-based C.M.B. III, L.L.C., owns a mixed-use
commercial complex located at 13450-13610 N. Black Canyon Freeway,
Phoenix, Arizona.  It filed for Chapter 11 bankruptcy protection
(Bankr. D. Ariz. Case No. 10-30496) on Sept. 23, 2010.  Richard M.
Lorenzen, Esq., Perkins Coie Brown & Bain P.A., serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million as of the Chapter 11 filing.


CONFORCE INTERNATIONAL: Martin Braun Discloses 7.5% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Martin G. Braun and his affiliates disclosed that they
beneficially own 10,035,725 shares of common stock of Conforce
International, Inc., representing 7.5% of the shares outstanding.
As of Dec. 31, 2010, 133,334,333 shares of the Company's common
stock, $0.0001 par value, were issued and outstanding.

                    About Conforce International

Headquartered in Concord, Ontario, Conforce International, Inc.,
has two operations, the first is providing handling, storage and
transportation of overseas containers for international shipping
lines as well as domestic retailers through its 50.1% owned
subsidiary Conforce 1 Container Terminals Inc.  The second is the
development and testing of a polymer based composite shipping
container flooring product trademarked under the name EKO-FLOR
through its 100% owned subsidiary Conforce Containers Corporation.
The composite flooring product has been designed to provide an
environmentally friendly product to increase container versatility
while reducing shipping costs.

The Company was incorporated on May 18, 2004, in the state of
Delaware as Now Marketing Corp. and was renamed on May 25, 2005,
to Conforce International Inc.

The Company's balance sheet at Sept. 30, 2010, showed
$749,824 in total assets, $2.01 million in total liabilities, and
a shareholders' deficiency of $1.26 million.

As reported in the Troubled Company Reporter on July 19, 2010,
BDO Canada LLP, in Markham, Ontario, 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, 2010.  The independent auditors noted that the Company
has incurred recurring losses and its ability to continue as a
going concern will depend on its ability to generate positive cash
flows from operations or secure additional financing.


CONSOLIDATED HORTICULTURE: Plan Exclusivity Extended to June 9
--------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Hines Nurseries Inc. encountered no opposition and was given an
extension until June 9 of the exclusive right to propose a
liquidating Chapter 11 plan.  The Company was authorized at the
end of February to sell the business to lenders in exchange for
loans financing the new Chapter 11 case begun in October.

                  About Consolidated Horticulture

Irvine, California-based Consolidated Horticulture
Group LLC, doing business as Hines Nurseries LLC --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.

Black Diamond Capital Management LLC purchased Hines Nurseries
Inc. in a bankruptcy sale in January 2009.  The resulting
reorganization plan, confirmed in January 2009, paid secured
creditors in full on their $35.9 million in claims while providing
as much as $12 million toward debt owing to suppliers both before
and after the bankruptcy filing.  The business bought by Black
Diamond was renamed to Consolidated Horticulture.

Consolidated Horticulture and its affiliates filed for Chapter 11
protection on Oct. 12, 2010 (Bankr. D. Del. Lead Case No.
10-13308).  Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at
Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel to
the Debtors.  Attorneys at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., serve as bankruptcy counsel.  Epiq
Bankruptcy Solutions LLC is the claims agent.  The Official
Committee of Unsecured Creditors has tapped Lowenstein Sandler PC
as counsel and Blank Rome LLP as co-counsel.  Consolidated
Horticulture estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in the Chapter 11 petition.


CONSTAR INTERNATIONAL: Files Amended Joint Chapter 11 Plan
----------------------------------------------------------
BankruptcyData.com reports that Constar International filed with
the U.S. Bankruptcy Court a First Amended Disclosure Statement and
First Amended Joint Chapter 11 Plan of Reorganization.

According to the DS, the Reorganized Debtors will emerge with
approximately 60% less funded debt, after giving effect to the
restructuring transactions contemplated by the Plan.

The Plan, BData relates, provides for these terms:

  * $15 million of indebtedness under the Debtors' DIP Facility
    may be rolled over (at the DIP Facility Providers' election)
    into the financing available to the Debtors post-emergence;

  * $100 million of secured indebtedness under the Floating Rate
    Notes and Floating Rate Note Indenture will be converted into
    (i) $70 million in Shareholder Notes and (ii) 100% of the New
    Overage Securities;

  * The remaining $121.4 million of indebtedness under the
    Floating Rate Notes and Floating Rate Note Indenture and all
    other General Unsecured Claims will be converted into 100% of
    the New Common Stock (subject to dilution by the Management
    Incentive Plan), which New Common Stock will be distributed to
    the Holders of such Claims Pro Rata; and

  * Equity Interests in Constar will be extinguished.

                    About Constar International

Philadelphia, Pennsylvania-based Constar International Inc. --
http://www.constar.net/-- produces and supplies polyethylene
terephthalate plastic containers for food and beverages.

Constar filed for Chapter 11 protection in December 2008 (Bankr.
D. Del. Lead Case No. 08-13432), with a pre-negotiated Chapter 11
plan.  The plan, which reduced Constar's debt load by roughly
$175 million, became effective on May 29, 2009.  Attorneys at
Bayard P.A., and Wilmer Cutler Pickering Hale and Dorr LLP
represented the Debtor in the case.

Due to operating losses caused by a significant decline in demand
for its products from Pepsi-Cola Advertising and Marketing Inc.
and other customers, Constar and its affiliates returned to
Chapter 11 on Jan. 11, 2011 (Bankr. D. Del. Lead Case No. 11-
10109), with a Chapter 11 plan negotiated with holders of 75% of
the holders of $220 million in senior secured floating-rate notes.

Andrew Goldman, Esq., and Dennis Jenkins, Esq., at Wilmer Cutler
Pickering Hale and Dorr LLP, serve as the Debtors' general
bankruptcy counsel.  Jamie Lynne Edmonson, Esq., and Neil B.
Glassman, Esq., at Bayard, P.A., serve as co-counsel to the
Debtors.  PricewaterhouseCoopers serves as the Debtors'
independent auditors and accountants.  Kurtzman Carson Consultants
LLC is the Debtors' claims agent.

The Debtors disclosed $418 million in total assets and
$414 million in total debts as of Sept. 30, 2010.

Constar expects its Chapter 11 plan will be completed by mid-2011.
Prepetition, the Company and holders of more than 75% of its
senior secured floating- rate notes agreed on a restructuring plan
that would reduce debt by as much as $150 million.


CROSS BORDER: Rick Ferguson Discloses 5.8% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, S. Gene Cauley Child College Education Irrevocable
Trust and and Rick Ferguson disclosed that they beneficially own
726,294 shares of common stock of Cross Border Resources, Inc.,
representing 5.8% of the shares outstanding.  As of Dec. 10, 2010,
the Company had 135,933,086 shares of common stock outstanding.

                    About Cross Border Resources

Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB:
DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas
operator in the state of New Mexico.  The Company is headquartered
in Midland, Texas.

The Company's balance sheet at Oct. 31, 2010, showed $2.77 million
in total assets, $2.81 million in total liabilities, and a
stockholders' deficit of $37,846.

As reported in the Troubled Company Reporter on Nov. 23, 2010,
MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Doral Energy's ability to continue as a going concern
following the Company's results for the fiscal year ended July 31,
2010.  The independent auditors noted that the Company has
negative working capital and recurring losses from operations.


DBSD N.A.: Fends Off Sprint's $100 Million Demand
-------------------------------------------------
Bankruptcy Law360 reports that DBSD North America Inc. on Friday
objected to Sprint Nextel Corp.'s demand for more than $100
million in reimbursements in New York bankruptcy court, accusing
the telecom giant of seeking more than it was owed.

DBSD objected to Sprint's multimillion-dollar claim, arguing that
Sprint had not backed up that figure with a third-party audit,
according to Law360.

            Sprint Successfully Appealed Plan Approval

As reported in the Troubled Company Reporter, the Debtors on Nov.
23, 2009, won confirmation of a plan premised on an exchange
senior note claims and general unsecured claims for equity in the
Reorganized Debtors.  However, consummation of the Debtors' Plan
was delayed for nearly 10 months as the license transfer
applications were not granted by the Federal Communications
Commission until Sept. 29, 2010.  During the delay in the FCC
Approval process, appeals from the previous confirmation order
made their way up through the United States Court of Appeals for
the Second Circuit.  DISH Network, which appealed confirmation of
the Plan, became involved in the Debtors' cases when, after DBSD
proposed a plan of reorganization, DISH bought up all of the
Debtor's $40 million first lien debt from its prior holders, at
par.  Sprint Nextel Corp., which asserts an unliquidated,
unsecured claim based on a lawsuit against a DBSD subsidiary, also
appealed, arguing that the plan improperly gave shares and
warrants to DBSD's owner.  While Sprint initially asserted a
$1.9 billion claim, the bankruptcy court temporarily allowed
Sprint's claim for $2 million.

The Second Circuit concluded that the plan violated the absolute
priority rule by providing a for distribution of equity and
warrants, from senior noteholders' to the Debtors' parent company,
ICO Global, while a rejecting class of general unsecured claims
was not being paid in full.  The Second Circuit also affirmed the
treatment of DISH Network Corp. under the Debtors' Plan.

                Three New Competing Plans in Offing

DBSD said in February 2011 that it is filing a new plan based upon
a deal for rival Dish Network to acquire all of the new stock of
DBSD at a cost of about $1 billion.

Meanwhile, an ad hoc committee of 7.5% convertible senior secured
notes due 2009 issued by DBSD has filed a proposed reorganization
plan designed to take advantage of the existing Federal
Communications Commission approval of a reorganization premised on
an exchange of Senior Note Claims and General Unsecured Claims for
equity in the Reorganized Debtors.

Days before a March 2 hearing, Solus Alternative Asset Management
LP and Harbinger Capital Partners LLC submitted a non-binding term
sheet laying out a purchase offer for DBSD and TerreStar Networks
Inc.

A hearing is set for April 27, 2011, at 9:45 a.m. (prevailing
Eastern time) to consider the adequacy of the disclosure statement
explaining the Noteholders' Plan.  Objections, if any, are due
April 15, 2011, at 5:00 p.m. (prevailing Eastern time).

                      About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc., aka
ICO Member Services Inc., offers satellite communications
services.  It has launched a satellite, but is in the
developmental stages of creating a satellite system with
components in space and on earth.  It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J.
Carmel, Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP,
in Chicago, serve as the Debtors' counsel.  Jefferies & Company is
the financial advisors to the Debtors.  The Garden City Group Inc.
is the claims agent for the Debtors.  DBSD estimated assets and
debts of $500 million to $1 billion in its Chapter 11 petition.

Timothy A. Barnes, Esq., and Steven J. Reisman, Esq., at CURTIS,
Mallet-Prevost, Colt & Mosle LLP, in New York, represent the
Official Committee of Unsecured Creditors.

The ad hoc committee of certain parties that hold or manage
holdings of those certain 7.5% Convertible Senior Secured Notes
Due 2009 issued by DBSD is represented by Dennis F. Dunne, Esq.,
Risa M. Rosenberg, Esq., and Jeremy S. Sussman, Esq., at Milbank,
Tweed, Hadley & McCloy LLP, in New York; and Andrew M. Leblanc,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, DC.

Sprint Nextel is represented by Eric Moser, Esq., at K&L Gates
LLP, in New York; and John H. Culver III, Esq., and Felton E.
Parrish, Esq., at K&L Gates LLP, in Charlotte, North Carolina.

DISH is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps Slate Meagher & Flom LLP, in New York.


DIABETES AMERICA: Court Approves Looper Reed as Attorney
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Diabetes America Inc. to employ Looper Reed & McGraw
P.C. as its attorney.

The firm will:

   a) provide the Debtor legal advice with respect to its duties
      and powers in a bankruptcy case;

   b) assist the Debtor in the investigation of its assets,
      liabilities, and financial condition, the operation of its
      business, and any other matter relevant to the case or to
      the formulation of plan or plans of reorganization;

   c) assist the Debtor in the preparation and filing of its
      schedules and statement of financial affairs and any other
      pleadings or documents necessary to be filed, included, but
      not limited, to a cash collateral motion, postpetition
      financing motion, and cash management motion, if necessary;

   d) assist the Debtor evaluate the necessity of, and negotiate
      with counterparties to, executory contracts and real
      property leases; and

   e) assist the Debtor enforce the automatic stay against
      creditors, landlords, and third parties.

The Debtor will pay the firm's professionals at their hourly rate
for services provided.

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

                      About Diabetes America

Houston, Texas-based Diabetes America, Inc., fka Diabetes Centers
of America, Inc., operates a network of 17 centrally-managed
medical clinics that provide comprehensive outpatient medical
care, primarily to patients with Type 1, Type 2 and Gestational
Diabetes.  The company's clinics are located in Texas and Houston
and generate 51,000 patient visits per year.

Diabetes America filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Tex. Case No. 10-41521) on Dec. 21, 2010.  The Debtor
estimated its assets and debts at $10 million to $50 million as of
the Petition Date.

Judy A. Robbins, the U.S. Trustee for Region 7, appointed three
members to the Official Committee of Unsecured Creditors in
Diabetes America's Chapter 11 case.  The Committee has tapped
Butler, Snow, O'Mara, Stevens & Cannada, PLLC, as its counsel.


EASTMAN KODAK: Fitch Affirms 'CCC' Issuer Default Rating
--------------------------------------------------------
Following Eastman Kodak's issuance of $250 million of senior
secured second priority notes due 2019, Fitch Ratings has updated
its Recovery Rating analysis and taken these rating actions:

  -- Issuer Default Rating affirmed at 'CCC';

  -- Senior secured second priority notes due 2019 rated 'B+/RR1';

  -- Senior secured revolving credit facility affirmed at
     'B+/RR1';

  -- Senior secured second priority debt affirmed at 'B+/RR1';

  -- Senior unsecured debt downgraded to 'CC/RR5' from 'CCC/RR4'.

Fitch's actions affect approximately $1.7 billion in total debt,
including undrawn amounts under the RCF.  The Rating Outlook is
Negative.

Kodak is issuing $250 million senior secured second priority
notes, the proceeds of which are expected to be used for general
corporate purposes and to redeem $50 million of the senior
unsecured 7.25% senior notes due 2013.  The downgrade of the
senior unsecured debt reflects reduced recovery prospects due to
the issuance of secured debt, partially offset by the associated
unsecured debt repayment.

The Recovery Ratings reflect Fitch's belief that Kodak's
enterprise value would be maximized in a liquidation scenario,
rather than as a going-concern.  In estimating liquidation, Fitch
applies advance rates of 80%, 20%, and 10% to Kodak's accounts
receivables, inventories, and property, plant, and equipment
balances, respectively.  Additionally, Fitch estimates the value
of Kodak's intellectual property at $250 million based on
$100 million in revenue in perpetuity at a 40% discount rate.  As
is standard with Fitch's recovery analysis, the revolving credit
facility is assumed to be fully drawn (up to its borrowing base)
and cash balances fully depleted to reflect a stress event.  Fitch
arrives at an adjusted reorganization value of $1.4 billion after
subtracting administrative claims.  Based upon these assumptions
and including the additional $250 million of senior secured second
lien debt, the 'RR1' for Kodak's secured bank facility and senior
secured second-lien debt reflects Fitch's belief that 100%
recovery is realistic.  As a result of Kodak's guarantee of
$920 million of aggregate payments to its United Kingdom defined
benefit pension fund through 2022, Fitch includes this liability
in the total senior unsecured claims.  Therefore, Fitch estimates
that the senior unsecured claims would recover approximately 25%
in the event of default, supporting the 'RR5' (11%-30% recovery)
for the senior unsecured debt.

The ratings and Negative Outlook reflect Kodak's continued
struggles to gain traction in its digital businesses as secular
declines persist and broaden to entertainment film within the
traditional film business.  Despite $838 million of non-recurring
IP licensing revenue and a stabilizing economic backdrop, Kodak's
free cash flow deteriorated to negative $368 million in 2010
compared with negative $288 million in 2009 primarily driven by a
nearly 12% decline in total revenue, the third consecutive year of
double-digit revenue declines, excluding IP income.  Furthermore,
the company experienced continued weakness in operating profit
margins across all business segments in the fourth quarter of 2010
due to numerous factors, the majority of which Fitch believes will
result in prolonged profitability challenges.  Specifically,
Kodak's operating margin declined 8.4 percentage points year-over-
year to negative 6.8% in the fourth quarter due to pricing
pressures in digital still cameras and consumer inkjet printers, a
material increase in commodity costs, primarily silver, used in
the manufacture of traditional film, and an oversupply of digital
plates in the commercial print market.

Although a near-term default appears unlikely given Kodak's
significant cash position, Fitch believes the company's credit
profile has deteriorated due to ongoing pressures on revenue,
operating margin and free cash flow, which make it increasingly
challenging for the company to achieve its transition to a
digitally-focused, profitable enterprise within the context of
its existing capital structure.  Furthermore, in the absence of
an unexpected improvement in financial performance, particularly
free cash flow, Fitch believes Kodak's liquidity pressures could
accelerate if the company is unsuccessful in renewing its
$410 million secured RCF expiring in 2012 and refinancing
$250 million of debt maturing in 2013.

Kodak's ratings reflect:

  -- Expectations that growth and margin expansion in Kodak's
     digital businesses necessary to offset rapid secular decline
     in the high margin traditional film businesses will remain
     challenging even with stabilizing consumer and business
     spending;

  -- Significant competition and pricing pressure facing the
     company, particularly the Consumer Digital Imaging Group,
     from rivals with established market positions and greater
     financial resources than Kodak, compounded by moderating
     demand for digital still cameras;

  -- Persistent declines in the company's traditional film,
     photofinishing, and entertainment group as digital
     substitution continues at a faster pace in movie theaters and
     other areas, with accelerating margin deterioration
     attributable to decreased demand, negative revenue mix, and
     higher raw material costs including silver;

  -- Kodak's continued reliance and uncertainty of non-recurring
     IP licensing revenue which has provided a significant portion
     of digital revenues and cash flow in recent years;

  -- Significant liquidity reserves, with $1.6 billion in cash and
     approximately $200 million of RCF availability;

  -- Fitch's expectations that the company will not generate
     positive free cash flow in the foreseeable future due
     primarily to lower revenue and operating profit, compounded
     by cash restructuring payments and increased contributions to
     its defined benefit pension plans;

  -- Kodak's credit metrics improved with leverage (total
     debt/operating EBITDA) of 1.6 times at Dec. 31, 2010,
     compared with 2.1x at year-end 2009, while interest coverage
     (operating EBITDA/ gross interest expense) increased from
     3.0x in 2009 to 3.3x in 2010, benefiting from significant
     growth in non-recurring IP licensing revenue.  However,
     excluding IP revenue, year-over-year comparison of credit
     metrics were markedly unfavorable due to EBITDA of negative
     $87 million in 2010 compared with $134 million in 2009.

Negative rating actions could occur if:

  -- Free cash flow over the next several quarters continues to
     decline, resulting in a substantial reduction in liquidity.

As of Dec. 31, 2010, liquidity consisted of approximately
$1.6 billion of cash and cash equivalents and an undrawn
$410 million asset-based senior secured RCF, assuming sufficient
collateral in terms of eligible receivables, inventory, real
property and equipment.  At Dec. 21, 2010, availability under the
facility was $192 million net of $122 million of outstanding
letters of credit.  Financial covenants under the amended facility
include a minimum of $250 million of U.S.-based cash, as well as a
minimum fixed charge coverage ratio of 1.1x in the event that
excess availability is below $100 million.  The facility matures
in March 2012.

Pro forma total debt was approximately $1.6 billion as of
March 11, 2011, consisting of:

  -- $250 million of senior notes due 2013;

  -- $400 million of senior unsecured convertible notes due 2017;

  -- $500 million of senior secured second-lien notes due 2018;

  -- $250 million of senior secured second-lien notes due 2019

  -- Approximately $150 million of various term notes with
     maturities from 2011-2021.


ELITE PHARMACEUTICALS: J. Whitnell Does Not Own Any Securities
--------------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Jeffrey A. Whitnell, a director at Elite
Pharmaceuticals Inc., disclosed that he does not own any
securities of the Company.

                    About Elite Pharmaceuticals

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

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

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

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


ENNIS HOMES: Chapter 11 Case Dismissed
--------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
entered an order on February 25, 2011, dismissing the bankruptcy
case of Ennis Homes, Inc.

As reported by the Troubled Company Reporter on February 9, the
Debtor previously sought the dismissal of its case, citing the
reason that it has failed to consummate its Plan of Reorganization
dated Feb. 12, 2010.

                     About Ennis Homes Inc.

Ennis Homes Inc., is a homebuilder in California.  Ennis Homes was
founded in 1979 by Ben Ennis and has become one of the largest
family owned homebuilders in the Central Valley,.  Son Brian Ennis
serves as President and daughter Pam Ennis acts as Vice President-
Marketing of the Company.

Ennis Homes Inc. filed for Chapter 11 protection (Bankr. E.D.
Calif. Case No. 09-10848) on Feb. 3, 2009.  Hagop T. Bedoyan,
Esq., and Jacob L. Eaton, Esq., represent the Debtor as counsel.
Ennis Homes estimated assets and debts at $100 million to
$500 million as of the Chapter 11 filing.


ERVING INDUSTRIES: PBGC Takes Responsibility for Pension Plans
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the Pension Benefit Guaranty
Corp. is assuming responsibility for 877 workers and retirees of
Erving Industries Inc.

Erving Industries Inc. is a Western Massachusetts paper products
manufacturer.  The Company converts recycled waste paper into
tissue, which is then sold to paper products manufacturers.

Erving Industries Inc. and two of its affiliates filed for
bankruptcy on April 20, 2009 (Bankr. D. Mass. Lead Case No. 09-
30623).  Henry E. Geberth, Jr., Esq., at Hendel & Collins, P.C.,
represents the Debtor as counsel.


EXIDE TECHNOLOGIES: Wants FDEP Suit Removal Deadline Moved to May
-----------------------------------------------------------------
Exide Technologies asks the Bankruptcy Court to move to May 31,
2011, the deadline for filing notices of removal with respect to a
state court case filed by the Florida Department of Environmental
Protection.

The case, presently styled State of Florida Dept. of Environ.
Protection v. Exide Technologies, Inc., Case No. 2009-CA-8357,
was filed in the Circuit Court of Orange County, in Florida.

The extension, if approved, would allow Exide to further
investigate the claims asserted in the state court case and to
determine whether removal of the case is appropriate, according
to James O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware.

By application of Del.Bankr.LR 9006-2, the deadline to remove the
action will be automatically extended to March 24, 2011, which
is the date of the hearing to consider the proposed extension.
The deadline for filing objections is March 17, 2011.

                      About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP, represented the
Debtors in their successful restructuring.  The Court confirmed
Exide's Amended Joint Chapter 11 Plan on April 20, 2004.  The plan
took effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  "The ratings on Exide Technologies reflect what we
consider to be the Company's aggressive financial risk profile,
which incorporates S&P's expectation that sales and profitability
will improve gradually as demand increases," said Standard &
Poor's credit analyst Nancy Messer.

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.  Exide's B3 Corporate Family
Rating continues to incorporate the company's leveraged profile,
cyclical industry characteristics, and raw material pricing
pressure, Moody's said in January 2011.


EXIDE TECHNOLOGIES: Obtains Approval of NL/Taracorp Settlement
--------------------------------------------------------------
Exide Technologies sought and obtained bankruptcy court approval
of an agreement with members of the NL/Taracorp Superfund Site
Group to settle their claims including Claim Nos. 3588 and 5065.

The claims stemmed from alleged environmental remediation costs
at a site in Granite City, Illinois.  Exide opposed the amount
asserted by NL/Taracorp although no formal objection has been
filed.

NL/Taracorp's members include Johnson Controls Inc., Alcatel-
Lucent and Honeywell International Inc.

Under the agreement, NL/Taracorp will receive an allowed
general unsecured, non-priority Class P4-A claim for $1,279,244,
to be distributed in stock and warrants in accordance with the
terms of Exide's restructuring plan.  Certificates for shares and
warrants comprising the total settlement amount will be allocated
among, and distributed to, the members.

In exchange, NL/Taracorp agreed to release Exide from any
liability, and to withdraw its proofs of claim.  In addition, all
future claims or demands related to the site or the consent
decree issued by the Illinois District Court in the civil action
styled United States v. NL Industries, et al., and any other
orders or decrees to which the United States, any government
entity or NL/Taracorp's members have been a party, will be
barred.

A full-text copy of the agreement is available without charge at
http://bankrupt.com/misc/Exide_StipTaracorp.pdf

                      About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125).  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP, represented the
Debtors in their successful restructuring.  The Court confirmed
Exide's Amended Joint Chapter 11 Plan on April 20, 2004.  The plan
took effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  "The ratings on Exide Technologies reflect what we
consider to be the Company's aggressive financial risk profile,
which incorporates S&P's expectation that sales and profitability
will improve gradually as demand increases," said Standard &
Poor's credit analyst Nancy Messer.

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.  Exide's B3 Corporate Family
Rating continues to incorporate the company's leveraged profile,
cyclical industry characteristics, and raw material pricing
pressure, Moody's said in January 2011.


EXIDE TECHNOLOGIES: Proposes Deal with Tonolli Committee
--------------------------------------------------------
Exide Technologies seeks bankruptcy court approval of an agreement
with Tonolli Site RD/RA Steering Committee to resolve their claims
including Claim Nos. 3435 and 5067.

The proofs of claim relate to alleged environmental remediation
costs at the Tonolli site.  Exide contested the amount asserted
by the steering committee in its omnibus objection to claims
filed on May 25, 2007.

The steering committee is composed of Johnson Controls Inc., RSR
Corp., Honeywell International Inc., Wimco Metals Inc., C&D
Technologies Inc. and Abbey Metals Corp.

Pursuant to the agreement, the steering committee will receive an
allowed general unsecured, non-priority Class P4-A claim for
$200,000.  It will be distributed in stock and warrants in
accordance with Exide's restructuring plan.  Certificates for
shares and warrants comprising the total settlement amount will
be allocated among and distributed to the committee members.

The agreement requires the steering committee to release Exide
and GNB Technologies Inc. from any liability and to withdraw its
proofs of claim.

Meanwhile, all future claims or demands related to the site or
the consent decree entered by the Pennsylvania District Court in
the civil action styled United States of America and the
Commonwealth of Pennsylvania v. A-1 Battery Inc., and any other
orders or decrees to which the United States, the State of
Pennsylvania, any other government entity or the steering
committee members have been a party to, will be barred.

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

                      About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP, represented the
Debtors in their successful restructuring.  The Court confirmed
Exide's Amended Joint Chapter 11 Plan on April 20, 2004.  The plan
took effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  "The ratings on Exide Technologies reflect what we
consider to be the Company's aggressive financial risk profile,
which incorporates S&P's expectation that sales and profitability
will improve gradually as demand increases," said Standard &
Poor's credit analyst Nancy Messer.

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.  Exide's B3 Corporate Family
Rating continues to incorporate the company's leveraged profile,
cyclical industry characteristics, and raw material pricing
pressure, Moody's said in January 2011.


FORD MOTOR: To Offer 13.8 Million of Common Shares to Employees
---------------------------------------------------------------
In a Form S-8 filing with the U.S. Securities and Exchange
Commission, Ford Motor Company disclosed that it intends to offer
13.8 million shares of common stock under a proposed maximum
offering price of $14.765 per share under the Ford Motor Company
2008 Long-Term Incentive Plan.

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

               http://ResearchArchives.com/t/s?751c

                          About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The Company provides financial
services through Ford Motor Credit Company.

Ford Motor's balance sheet at Sept. 30, 2010, showed
$177.07 billion in total assets, $178.81 billion in total
liabilities, and a stockholders' deficit of $1.77 billion.

                           *     *     *

Ford Motor has a 'BB' issuer default rating, with positive
outlook, from Fitch Ratings; 'Ba2' corporate family rating and
probability of default rating from Moody's Investors Service; and
a 'BB-' corporate credit rating, with positive outlook, from
Standard & Poor's.

Fitch said at the end of January 2011 that Ford's ratings reflect
its continued strong financial performance and the substantial
debt reduction accomplished in the fourth quarter of 2010, both of
which outperformed Fitch's previous expectations.


GELTECH SOLUTIONS: Michael Reger Discloses 42.3% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Michael Lloyd Reger disclosed that he
beneficially owns 9,134,152 shares of common stock of GelTech
Solutions, Inc., representing 42.3% of the shares outstanding,
based on 18,909,283 shares of common stock outstanding as of
Feb. 23, 2011, plus shares issuable to the reporting person upon
the conversion or exercise of derivatives.

                      About GelTech Solutions

Jupiter, Fla.-based GelTech Solutions Inc. (OTC Bulletin Board:
GLTC) -- http://www.GelTechsolutions.com/-- creates innovative,
Earth-friendly, cost-effective products that help industry,
agriculture, and the general public accomplish environmental and
safety goals, such as water conservation and the protection of
lives, homes, and property from fires.  The Company's current
business model is focused on the following products: 1)
FireIce(R), a fire suppression product, 2) SkinArmor(TM), an
ointment used for protecting skin from direct flame and high
temperatures, and 3) Soil2O(TM), a line of agricultural moisture
retention products.

The Company's balance sheet at Sept. 30, 2010, showed $1.0 million
in total assets, $2.6 million in total liabilities, and a
stockholders' deficit of $1.6 million.

As reported in the Troubled Company Reporter on October 4, 2010,
Salberg & Company, P.A., in Boca Raton, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has a net loss and net cash used in operating activities
in 2010 of $3.5 million and $2.6 million, respectively, and has an
accumulated deficit, a stockholders' deficit and working capital
deficit of $9.6 million, $1.1 million, and $1.7 million,
respectively, at June 30, 2010.


GENERAL GROWTH: New GGP to Refinance $5-Bil. Mortgage Debt
----------------------------------------------------------
General Growth Properties, Inc. says it plans to refinance about
$9.8 billion of its $18.2-billion mortgage debt to capture lower
interest rate terms, Reuters disclosed, citing the Company's chief
executive officer, Sandeep Mathrani.

The Company intends to refinance about $4 billion to $5 billion
of the debt this year and has completed half of the $18.2 billion
debt, Reuters added.

A separate report by Sarah Mulholland of Bloomberg News disclosed
that New GGP has tapped UBS AG and Morgan Stanley in connection
with the refinancing of $5 billion of mortgage debt.  UBS and
Morgan Stanley will fund loans as banks rebuild inventory to back
bonds tied to commercial real estate, Bloomberg related.

UBS has agreed to provide a $375 million loan on the Providence
Place Mall in Rhode Island, Bloomberg stated, citing a person
with knowledge of the matter but declined to be identified
because the talks are private.  Morgan Stanley will lend about
$150 million for a Humble, Texas property, the report disclosed,
citing another person familiar with the negotiations.  The people
said the banks plan to package the loans for sale as securities,
according to the report.

"We've embarked upon a significant mortgage refinancing plan,"
Mr. Mathrani said at the conference call.  "An environment of low
interest rates allows us to achieve more favorable terms than we
had imagined before," Mr. Mathrani emphasized.

Bloomberg's source disclosed that the loans arranged through
Morgan Stanley and UBS are two of six loans New GGP is shopping
to lenders.

New GGP spokesperson David Keating said in an e-mailed statement
to Bloomberg, "the Company is pleased with the quality of the
bidding field and support we have received from the lending
community."

The Bloomberg report stated that Wall Street banks are vying to
fund commercial real estate loans as property prices recover and
investor demand surges for bonds tied to the properties.  Data
compiled by Bloomberg revealed that banks have arranged about
$6.5 billion in commercial mortgage-backed securities this year,
compared with $11.5 billion in 2010.

                      About General Growth

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

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

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

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

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


GENERAL GROWTH: New GGP to Sell Off 19 Non-Profitable Malls
-----------------------------------------------------------
General Growth Properties, Inc. ("New GGP") plans to sell certain
malls, refinance debt, cut expenses and raise occupancy and some
rents to boost its income, Reuters wrote, citing the Company's
chief executive officer, Sandeep Mathrani.

At a conference call held last March 1, 2011, Mr. Mathrani said
the Company expects to reduce the number of malls to 150 from
169, Reuters related.  The 19 other malls, which contribute less
to the Company's income, will be sold off, the report noted.
The CEO noted that shedding off the Company's properties will
generate about $2 billion for the Company, and allow it to pay
down about $1.6 billion of debt, the report relayed.

New GGP Chief Financial Officer Steve Douglas related that the
Company wanted to give folks a baseline as to what the
organization can achieve, Reuters relayed.  At the conference,
Messrs. Douglas and Mathrani laid out the Company's near- and
mid-term plans to get the Company in shape to compete with other
mall owners like Simon Property Group Inc., Taubman Centers Inc.
and Macerich Co., the report added.

Reuters related that New GGP owns 25 of the top-grossing malls
and owns another 125 that belongs to the top 600 U.S. malls.

Mr. Mathrani further noted that the Company is looking ways to
raise the rents in its best malls to be in the line with malls
owned by its competitors, Reuters pointed out.  Likewise, New GGP
wants to raise permanent occupancy of tenants in its malls by
about 2 or 4 percentage points from 86%, according to the report.
New GGP also expects new leases to call for rents that are 5% to
7% higher than those that expired in the fourth quarter of 2010,
Reuters noted.

Mr. Mathrani has initiated a plan to wring out $50 million in
overhead cost by centralizing many of New GGP's operations, which
reductions could be felt in the second half of this year, Reuters
stated.

New GGP also eyes long-term development projects it could start
in 2012, said Reuters.  The Company intends to spend about $1.5
billion to $2 billion to add things as theaters, department
stores and discounts stores to properties in the mountain states
and in urban areas like San Francisco and New York, the report
elaborated.

                      About General Growth

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

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

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

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

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


GERALD TROOIEN: Will Pay $87,500 to GE Under Settlement Deal
------------------------------------------------------------
Ed Stych at the Minneapolis/St. Paul Business Journal reports that
Jerry Trooien has agreed to pay General Electric Capital $87,500
to drop a dispute against him, moving all of GE Capital's claims
against the St. Paul developer to his bankruptcy case.

According to the report, GE Capital agreed to the settlement with
Mr. Trooien, who owns St. Paul-based JLT Group Inc.  A hearing on
the proposed settlement with GE is set for March 21, 2011, while a
hearing to consider converting the bankruptcy from Chapter 11 to
Chapter 7 liquidation is set for March 29, 2011.

GE Capital had obtained an $18 million judgment against Trooien in
Dec. 2009, notes Mr. Stych.

Mr. Stych relates, in July 2010, GE was granted by the courts a
lien on Mr. Trooien's ownership interests in 29 entities, and the
courts subsequently ordered those entities to pay any money to GE
that would have been payable to Mr. Trooien.  GE later alleged
that some of the entities weren't making the required
distributions, setting up a long-running legal fight.

Mr. Stych adds the settlement ends that battle.  The court
documents said GE was paid part of the $18 million judgment
through the sale of assets, leaving Mr. Trooien with $10 million
that he owes GE.  That part of the judgment will be settled in
bankruptcy court.

Based in St. Paul, Minnesota, Gerald Trooien aka Jerry Trooien
filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case
No. 10-37695) on Oct. 25, 2010.  Judge Nancy C. Dreher presides
over the case.  Douglas W. Kassebaum, Esq., and James L. Baillie,
Esq., at Fredrikson & Byron, P.A., represent the Debtor.  The
Debtor estimated assets between $1 million and $10 million, and
debts between $100 million and $500 million.


GMX RESOURCES: Extends Tender Offer for $50-Mil. Conv. Sr. Notes
----------------------------------------------------------------
GMX Resources Inc. extended its previously announced tender offer
for up to $50,000,000 aggregate principal amount of its
outstanding 5.00% Convertible Senior Notes due 2013, of which
$122,750,000 aggregate principal amount is currently outstanding.

The tender offer expired at 5:00 p.m., New York City time, on
March 11, 2011, unless extended or earlier terminated by GMXR.

The tender offer has been extended to allow note holders to
consider the information to be contained in GMXR's release of its
2010 fourth quarter and annual financial and operational results,
which as previously announced, will be issued after the close of
trading on the New York Stock Exchange on Wednesday, March 2,
2011, and in GMXR's Annual Report on Form 10-K that is anticipated
to be filed with the Securities and Exchange Commission on or
prior to March 9, 2011.

As announced previously, on Jan. 28, 2011, GMXR commenced the
tender offer, which was previously scheduled to expire at 5:00
p.m., New York City time, on Feb. 28, 2011.  On Feb. 9, 2011, GMXR
announced that it satisfied the financing condition to the tender
offer by the successful completion of GMXR's offerings of $200
million aggregate principal amount of its 11.375% senior notes due
2019 and 21,075,000 shares of common stock.  All other terms and
conditions of the tender offer remain unchanged.

Holders of Convertible Notes who validly tender, and do not
validly withdraw, their Convertible Notes on or prior to the
Expiration Date will receive $1,000 for each $1,000 principal
amount of Convertible Notes purchased in the tender offer, plus
accrued and unpaid interest to, but not including, the settlement
date.  Tenders of Convertible Notes must be made on or prior to
the Expiration Date and tendered Convertible Notes may be
withdrawn at any time on or prior to the Expiration Date.  The
tender offer is subject to the satisfaction or waiver of certain
conditions set forth in the Offer to Purchase, dated Jan. 28,
2011.  Subject to applicable law, GMXR may amend, extend or waive
conditions to, or terminate, the tender offer.

As of 5:00 p.m. on Monday, Feb. 28, 2011, approximately $121.3
million aggregate principal amount of the Convertible Notes had
been tendered and not withdrawn pursuant to the tender offer.

Full details of the terms and conditions of the tender offer are
described in the Offer to Purchase and a related Letter of
Transmittal, which have been sent to holders of the Convertible
Notes.  These documents, as well as any amendments, supplements or
additional exhibits thereto, are available free of charge, from
the SEC website at www.sec.gov as exhibits to the Tender Offer
Statement on Schedule TO, as amended by Amendment No. 1 to
Schedule TO filed with the SEC on Feb. 11, 2011 and Amendment No.
2 anticipated to be filed on February 28, 2011.

GMXR has retained Credit Suisse Securities (USA) LLC and Morgan
Stanley & Co. Incorporated to act as the dealer managers for the
tender offer.  Questions or requests for assistance regarding the
terms of the tender offer should be directed to Credit Suisse
Securities (USA) LLC at (800) 820-1653 (toll-free) and Morgan
Stanley & Co. Incorporated at (800) 624-1808 (toll-free).
Requests for the Offer to Purchase and other documents relating to
the tender offer may be directed to Global Bondholder Services
Corporation, the information agent for the tender offer, at (212)
430-3774 (for banks and brokers only) or (866) 804-2200 (for all
others).

None of GMXR, the dealer managers, the information agent or the
depositary makes any recommendation as to whether holders should
tender their Convertible Notes pursuant to the tender offer.  Each
holder must make its own decision as to whether to tender its
Convertible Notes and, if so, the principal amount of the
Convertible Notes to be tendered.

The tender offer is only being made pursuant to the Offer to
Purchase and the related Letter of Transmittal.  The tender offer
is not being made to holders of Convertible Notes in any
jurisdiction in which the making or acceptance thereof would not
be in compliance with the securities, blue sky or other laws of
such jurisdiction.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas. GMXR has 7 producing wells in New Mexico. The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production. GMXR's goal is to grow and
build shareholder value every day.

The Company reported a net loss of $138.29 million on
$96.52 million of oil and gas sales for the year ended Dec. 31,
2010, compared with a net loss of $181.08 million on $94.29
million of oil and gas sales during the prior year.


GREDE HOLDINGS: Moody's Assigns Corporate Family Rating at 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Grede
Holdings, LLC - Corporate Family and Probability of Default
Ratings at B1.  In a related action, Moody's assign a B1 rating
to the new senior secured term loan.  The proceeds from the
senior secured term loan, along with partial funding under a new
$90 million senior secured asset based revolving credit facility
will be used to finance the strategic acquisition of a Mexican
casting business, provide a shareholder distribution, and pay
fees and expenses related to the transaction.  The asset based
revolving credit facility is not rated.  The rating outlook is
stable.

These ratings were assigned:

  -- Corporate Family Rating, B1;
  -- Probability of Default, B1;
  -- B1 (LGD3, 49%), for the $175 million senior secured term loan

                        Rating Rationale

The B1 Corporate Family Rating incorporates Moody's expectation
of Grede's strong interest coverage and modest debt leverage
following the financing of a shareholder distribution and the
acquisition of a Mexican casting business.  The ratings are
balanced by the company's exposure to the cyclical automotive
and commercial vehicle industries, and modest size.  Grede has
been a consolidator of casting assets over the recent years,
creating a leading industry participant.  Yet, the industry
remains fragmented with number of similarly sized domestic casting
companies, and importers.  Through restructuring actions, like
plant closures and sales of non-core assets over the recent years,
the company has produced an improved operating structure more
suitable its cyclical industry profile.  In addition, management
has indicated that they have negotiated improved raw material pass
through mechanisms and purchasing processes.  The rating also
incorporates the risk of integrating recently acquired businesses
as industry conditions improve in the North American automotive
and commercial vehicle markets.

Grede's revenue base is essentially limited to North American
automotive and commercial vehicle tier-one suppliers.  As such,
while management indicates the company has a diverse customer base
with no one customer accounting for more than 8% of total sales,
concentrations with end market OEMs are likely higher.  Yet, Grede
should benefit from recovering industry demand in the North
American automotive and commercial vehicle markets.  Pro forma for
the contemplated transaction, EBIT/interest coverage (including
Moody's standard adjustments) for the FYE 2010 approximates 3.5x,
and Debt/EBITDA approximates 2.8x.

The stable outlook incorporates Moody's view that Grede's
relatively strong credit metrics for the assigned rating should
help to mitigate the risks of the company's relatively modest
revenue base and the cyclicality of the company's passenger car a
commercial vehicle end markets.  The company's liquidity profile
is expected to provide sufficient operating flexibility to manage
through the potential of a more modest general economic recovery
than currently expected.

Grede is expected to have an adequate liquidity profile over the
near term supported by expected free cash flow generation.
Moody's expects that Grede's strong operating margins and modest
capital expenditure requirements will support free cash flow
generation over the next twelve months.  Cash balances following
the close of the transaction are expected to be modest.  A
significant portion of the new $90 million asset based revolving
credit facility will be used to partially fund the acquisition and
shareholder distribution, leaving a modest amount of availability
after consideration for outstanding letters of credit.  However,
availability should improve with paydowns available free cash flow
generated over the near-term.  Financial covenants under the term
loan are anticipated to include a maximum total leverage test, a
minimum interest coverage test, and maximum capital expenditure
test.  Alternate liquidity is limited as essentially all of the
company's assets secure the credit facilities.

An improvement in Grede's rating or outlook is limited by the
company's relatively small scale, and the cyclical nature of the
casting, automotive, and commercial vehicle markets.

The outlook or rating could be lowered if North American
automotive production levels do not recover as anticipated or if
the company encounters problems with the integration of recent
acquisitions, resulting in substantially weaker profitability or a
deterioration in liquidity.  If operations were to weaken such
that debt to EBITDA were to approach 4x and free cash flow
generation was not realized, the company's rating and/or outlook
could be lowered.  Additional shareholder distributions could also
lower the company's rating or outlook.

Grede Holdings, LLC, headquartered in Southfield, Michigan, is a
leading manufacturer of cast, machined and assembled components
for the transportation and industrial markets, The company is a
full-service supplier with complete design, engineering,
machining, and manufacturing capabilities, operating 16 facilities
throughout North America with approximately 3,700 employees.


HACIENDA GARDENS: Has Access to HBC Cash Collateral Until April 25
------------------------------------------------------------------
On March 1, 2011, Hacienda Gardens, LLC, and Creditor Heritage
Bank of Commerce entered into a Second Amendment to extend the
term of the cash collateral stipulation to and including April 25,
2011.

On June 17, 2010, the Debtor and HBC executed a Stipulation for
use of cash collateral from the 3041 and 3053 Meridian Avenue
Property which was approved by the Court on July 22, 2010.
Paragraph 15 of the Stipulation provides that the term of the
Stipulation may be extended by written agreement of the parties,
with all other terms and conditions of the Stipulation remaining
in full force and effect.

                   About Hacienda Gardens, LLC

Cupertino, California-based Hacienda Gardens, LLC, owns and
operates a commercial shopping center in San Jose, California.
The Debtor leases the Center under the Ground Leases from the
Rajkovich Family who own the underlying land.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 10-55423) on May 24, 2010.  Heinz Binder,
Esq., Robert G. Harris, Esq., and Roya Shakoori, Esq., at Binder &
Malter, LLP, in Santa Clara, Calif., represent the Debtor as
counsel.  The Company estimated assets and debts at $10 million to
$50 million.


HCA INC: Fitch Upgrades Issuer Default Ratings to 'B+'
------------------------------------------------------
Fitch Ratings has upgraded its ratings for HCA Inc. and HCA
Holdings Inc. including the companies' Issuer Default Ratings
which were upgraded to 'B+' from 'B'.  The Rating Outlook
is revised to Stable from Positive.  The ratings apply to
approximately $28.2 billion in debt outstanding at Dec. 31,
2010.

Lower Debt Leverage Supported By Planned Use Of Ipo Proceeds And
Solid Ebitda Growth:

HCA and its private equity owners raised about $3.8 billion in
equity proceeds through the company's March 9, 2011 IPO, with
proceeds to the company of around $2.6 billion.  HCA has stated it
will apply the proceeds to reduce debt, specifically indicating
that it will temporarily pay down the approximately $2.6 billion
balance outstanding on its bank facility credit revolvers in the
near term.  Based on the company's Dec. 31, 2010 LTM EBITDA of
$5.9 billion, debt-to-EBITDA will decline to about 4.4 times from
4.8x pro forma for the debt pay down.  Fitch had previously stated
that a one-notch upgrade of HCA's IDR to 'B+' would be consistent
with a debt-to-EBITDA level of between 4.0x and 4.5x.

Fitch notes that HCA has made significant progress in reducing
debt leverage since it was taken private in 2006 in a LBO which
added $17 billion to the company's debt balance; at Dec. 31, 2006,
immediately post the LBO, debt-to-EBITDA was 6.7x.  Most of the
reduction in debt leverage over the past four years was
accomplished through growth in EBITDA, which Fitch calculates has
expanded by $1.7 billion or 40% to $5.9 billion for 2010 versus
$4.2 billion in 2006.  Although the company did not undertake a
significant organizational restructuring post the LBO, management
has nevertheless been successful in growing EBITDA and
significantly expanding discretionary free cash flow (FCF).  Fitch
believes this was accomplished through various operational
initiatives, including expansion of profitable service lines and
the divestiture of some under performing hospitals, as well as the
generally resilient operating trend of the for-profit hospital
industry during the recent economic recession despite the pressure
of increased levels of uncompensated care and generally weak
organic patient volume trends.

Relative to growth in EBITDA, a reduction in debt levels has
had a less significant impact on HCA's leverage since the LBO.
Absent the application of IPO proceeds to debt reduction, the
$28.2 billion debt level at Dec. 31, 2010 was basically unchanged
versus the Dec. 31, 2006 level.  Although the company did make
progress in paying down debt in 2009, it reversed course in 2010,
as it paid out $4.3 billion in dividends to the company's private
equity owners, most of which were debt funded.

Further Deleveraging Could Be Supported By Free Cash Flow, But
Fitch Expects It's Likely To Be Nominal:

Further deleveraging beyond the application of the IPO proceeds
to debt reduction could to be funded through internal cash
flow generation.  Fitch's base case operating outlook for HCA,
which contemplates low single digit top-line revenue growth,
and slight expansion of the EBITDA margin, leading to nominal
but steady EBITDA growth in the intermediate term, results in
FCF generation of about $1.2 billion annually.  However, Fitch
expects that HCA will likely prioritize use of cash for hospital
acquisitions as opposed to deleveraging.  Most of the large for-
profit hospital companies are in active acquisition mode in 2011
as they seek to boost weak organic revenue growth and are aided by
attractive valuations on not-for-profit and municipal hospitals.
Furthermore, at 4.4x leverage post the deleveraging expected
through use of the IPO proceeds, HCA's debt levels are basically
consistent with its publicly traded peers, so Fitch does not
believe that there is compelling financial incentive for the
company to reduce leverage much further.

Most Significnat Risk To The Credit Profile Is Debt Maturity
Schedule; Liquidity Is Otherwise Solid:

With about $5.3 billion of term loans and $1.9 billion of
unsecured note maturities in 2012-2013, HCA has the most
concerning debt maturity schedule amongst the Fitch rated universe
of for-profit hospital providers.  However, credit risk related to
the company's inability to organically address these upcoming
maturities is offset by its recently demonstrated strong debt
capital market access as well as the recent willingness of bank
lenders to extend maturities.  In April 2010, the company entered
into an amend-and-extend agreement with its bank lenders to extend
maturity of $2 billion of its $5.5 billion term loan B to March
2017 from November 2013 in exchange for a 100 bp increase in
pricing.  Notably, the banks were willing to extend a portion of
term loan B to after $5.8 billion of bond maturities in 2016.
Successful execution of the IPO is expected to trigger the
extension of the maturity of the cash flow credit facility
revolver to November 2015 from November 2012.  Further, Fitch
anticipates that the company will be able to negotiate an
extension of the remaining 2012-2013 term loan maturities with its
bank lenders given its recently positive operating trend and solid
cash flow generation.

At Dec. 31, 2010, HCA's liquidity was provided by about
$1.3 billion of availability on the company's bank credit
facilities and $411 million of cash on hand.  FCF (calculated as
cash from operations less capital expenditure and dividends) for
the LTM of negative $2.5 billion was significantly impacted by the
payment of $4.3 billion in dividends to the company's private
equity owners during the year.  The company generated $1.4 billion
of FCF in 2009, which is significantly above historical run rates,
due to enhanced profitability as well as capital preservation
efforts.  Fitch expects FCF to rebound to around $1.2 billion in
2011 on the basis of a mildly positive operating outlook.

As of Dec. 31, 2010, debt maturities through 2014 include
these HCA Inc. bond maturities: $900 million maturing in 2012,
$1 billion maturing in 2013, and $1.6 billion maturing in 2014.
Term loan maturities through 2014 include: $240 million in 2011,
$1.4 billion in 2012 and $3.9 billion in 2013.  At Dec. 31, 2010,
Fitch calculates debt-to-EBITDA equaled 1.7x through the bank
debt, 2.5x through the first lien secured notes, 3.5x through the
second lien secured notes and 4.8x through the unsecured notes.
Pro forma for debt reduction through the IPO proceeds, Fitch
calculates a reduction in consolidated leverage to about 4.4x.
HCA has ample room under its bank facility financial maintenance
covenants.  Fitch calculates that EBITDA would have to decline by
about 38% from the Dec. 31, 2010 LTM level to trip the 7.75x
leverage covenant.  Beginning with the quarter ending March 31,
2011, the covenant level will step down by 50 bp to 7.25x.  Based
on Fitch's projected EBITDA and debt level, HCA is expected to
maintain a solid EBITDA operating cushion even under the tightened
covenant.

Debt Issue Ratings:

HCA's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and recovery rates for its
creditors will be maximized in a restructuring scenario (going
concern) rather than liquidation.  Based on LTM Dec. 31, 2010
EBITDA and employing a 40% EBITDA discount and 7.0x multiple,
Fitch estimates a distressed enterprise value of $24.8 billion for
HCA.  The 'BB+/RR1' rating for the senior secured bank debt and
senior secured first and second lien notes reflect an expectation
of 100% recovery for these lenders under a bankruptcy scenario.
The 'B-/RR6' rating on the HCA Inc. unsecured notes reflects
expectation of recovery at the middle of the 0%-10% range.  The
'CCC/RR6' rating on the HCA Holdings, Inc. unsecured notes
reflects expectation of 0% recovery.

Fitch has upgraded the rating on HCA's second lien secured debt to
'BB+/RR1' from 'BB-/RR2' due to improved recovery prospects driven
by growth in EBITDA.  Fitch expects HCA will temporarily reduce
its outstanding bank revolver balances with the IPO proceeds, and
since Fitch typically assumes fully drawn revolvers in its
recovery analysis, there is no impact to the outstanding debt
assumed in the recovery.  If the company permanently reduces debt
by $2.6 billion, based on the current recovery model assumptions,
recovery for the HCA Inc. unsecured note holders would improve to
around 50%, implying an upgrade to 'B+/RR4'.  The Hold Co. notes
are currently rated one notch below HCA Inc.'s unsecured notes
rating to reflect the structural subordination of the Hold Co.
notes.  Should the rating on HCA Inc's unsecured debt be raised to
'B+/RR4', the Hold Co. notes would likely be upgraded by one-
notch, to 'B-/RR6'.

Fitch has upgraded these ratings:

HCA, Inc.

  -- IDR to 'B+' from 'B';

  -- Senior Secured cash flow credit facility to 'BB+/RR1' from
     'BB/RR1';

  -- Senior Secured First lien notes to 'BB+/RR1' from 'BB/RR1';

  -- Senior Secured Second lien notes to 'BB+/RR1' from 'BB-/RR2';

  -- Senior Unsecured notes to 'B-/RR6' from 'CCC/RR6'.

HCA Holdings Inc.

  -- IDR to 'B+' from 'B';
  -- Senior Unsecured Notes to 'CCC/RR6' from 'CC/RR6'.

Guidelines For Further Rating Actions:

Maintenance of a 'B+' IDR will require debt-to-EBITDA generally
maintained between 4.0x and 4.5x.  The Stable Outlook indicates
that despite some uncertainty around HCA's management of its
capital structure as a publicly traded company, Fitch believes its
likely debt will be maintained in this range over the medium term.
An upgrade to the 'BB' category would require a commitment by the
company to operate with leverage below 4.0x, which would most
likely be supported by a continued positive operating trend,
coupled with application of some FCF to debt reduction.  Fitch
recognizes that there may be the increased potential for event
risk related to acquisitions now that the company has successfully
executed on its IPO strategy.  Debt levels periodically trending
above 4.5x EBITDA could be tolerated at the 'B+' rating, depending
upon Fitch's assessment of the company's willingness and ability
to rapidly reduce debt shortly following a leveraging acquisition.


HEALTHSOUTH CORP: Chery Levy Owns 11,067 Common Shares
------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Cheryl B. Levy, chief human resources officer at
Healthsouth Corp., disclosed that she beneficially owns 11,067
shares of Healthsouth common stock.  Ms. Levy also has the right
to buy 11,000 shares of Healthsouth common stock, which option
will expire on March 15, 2017.

                      About HealthSouth Corp.

Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- claims to be the nation's largest
provider of inpatient rehabilitative healthcare services.
Operating in 26 states across the country and in Puerto Rico,
HealthSouth serves patients through its network of inpatient
rehabilitation hospitals, long-term acute care hospitals,
outpatient rehabilitation satellites, and home health agencies.

The Company's balance sheet at Dec. 31, 2010 showed $2.37 billion
in total assets, $1.99 billion in current liabilities,
$387.40 million in commitments and contingencies, and a
$2.20 million shareholders' deficit.

HealthSouth carries a 'B1' corporate family rating with "stable"
outlook, from Moody's.  It has 'B+' foreign and local issuer
credit ratings, with "positive" outlook, from Standard & Poor's.


HONOLULU SYMPHONY: Ch. 7 Trustee Has $231,000 Sale Deal with Group
------------------------------------------------------------------
Tiffany Hill at Honolulu Magazine notes that, on March 8, 2011,
the Chapter 7 trustee Richard Yanagi for Honolulu Symphony's
assets, agreed to sell everything to the Symphony Exploratory
Committee for $231,000.  Assets include the symphony name itself,
the former donor list, the entire music library, some office
equipment and instruments, including two grand pianos, one harp,
four snare drums, six Chinese gongs and two pairs of kalaau
sticks.

A group of prominent business and civic leaders in Honolulu formed
the Symphony Exploratory Committee with goals of returning the
bankrupt Honolulu Symphony to the concert stage.  The group is led
by Office of Hawaiian Affairs trustee Oz Stender.

According to the report, per bankruptcy proceedings, an auction
will take place on March 17 at 10 a.m., in a Waikiki Resort Hotel
ballroom, to entertain higher and better offers for the assets.
The auction will be conducted by Heritage Global Partners, which
will receive $21,000 of the agreed $231,000 for holding the
auction.

                      About Honolulu Symphony

Honolulu Symphony Society filed for Chapter 11 protection on
Dec. 18, 2009 (Bankr. D. Hawaii Case No. 09-02978), saying assets
are less than $500,000 while debt exceeds $1 million.  The
symphony blamed the filing on a decline in donations which left
the orchestra unable to cover costs, since ticket sales represent
only 30% of the budget.

In December 2010, the bankruptcy judge entered an order converting
the Honolulu Symphony Society's bankruptcy case to Chapter 7
liquidation.  The judge said he can't see any benefit in keeping
the symphony in Chapter 11 that would generate additional
expenses.


HRAF HOLDINGS: Wants Court's Approval to Sell Two Properties
------------------------------------------------------------
HRAF Holdings LLC and Harbor Real Asset Fund LP filed before the
U.S. Bankruptcy Court for the District of Utah motions for
approval to sell two real property assets.

The Debtors want to sell 22 lots in Sleepy Ridge Subdivision in
Orem, Utah County in Utah, for $1.54 million, and 7521 Fiddlers
Hollow, Park City in Utah, for $180,000.  The Debtors tell the
Court that there are liens exist against the properties:

  a) Sleepy Ridge

     -- secured claims in amounts aggregating about $106,300 in
        favor of Utah County, for ad valorem property taxes for
        tax years 2007, 2008, 2009, and 2010; and

     -- pro-rated ad valorem property taxes not yet due for tax
        year 2011 in an amount to be determined.

  b) 7521 Fiddlers

     -- a secured claim in the amount of approximately $17,948 in
        favor of Summit County, for ad valorem property taxes
        through 2010;

     -- pro-rated ad valorem property taxes due to Summit County
        in 2011 in an amount to be determined; and

     -- HOA fees owing to the Promontory Conservancy, in the
        approximate amount of $4,500.

According to the Debtors, the proceeds of the sale will reduce and
eliminate their obligations to secured creditors and relieve them
of the burden of further administrative expenses to maintain and
sell the properties.

Secured creditors The Promontory Conservancy and Bank of America
object to the sale request of Sleepy Ridge and 7521 Fiddlers
properties, respectively.  BofA argues that there is insufficient
information in the sale motion to evaluate whether the sale is in
the best interests of the estate, and its creditors.  BofA notes
that the motion does not contain nor reference any prior or
current appraisal of the properties to support the proposed sale.

A hearing is set for March 30, 2011, at 1:30 p.m., to consider
approval of the request to sell the Sleepy Ridge property.  A
hearing is set for April 27, 2011, at 1:30 p.m., to consider
approval of the request to sell 7521 Fiddlers property.

Snell & Wilmer represents BofA, and Osborne & Barnhill, P.C.,
represents Promontory Conservancy.

                        About HRAF Holdings

Midvale, Utah-based HRAF Holdings, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Utah Case No. 10-32433) on
Sept. 9, 2010.  Affiliate Harbor Real Asset Fund L.P. also sought
Chapter 11 protection (Case No. 10-32436).  The two cases are
consolidated and jointly administered under the case of HRAF.

George B. Hofmann, Esq., at Parsons Kinghorn & Harris, assists the
Debtors in their restructuring effort.  The Debtors each estimated
assets and debts at $10 million to $50 million as of the Petition
Date.


INFOR GLOBAL: Golden Gate Bid Won't Affect Moody's 'B3' Rating
--------------------------------------------------------------
Lawson Software, Inc.'s announcement of an unsolicited bid from
Infor and Golden Gate Capital has no immediate impact on Infor
Global Holdings Ltd.'s ratings.  Lawson is unrated.  Neither Infor
nor Golden Gate have disclosed how the transaction would be
financed if they are successful.  Infor, currently leveraged at
10.1x (based on Moody's standard adjustments) is rated B3 with a
negative ratings outlook.

The $1.8 billion bid of approximately 2.5x Lawson's trailing
revenue and 15x trailing EBITDA is substantial.  Given Infor's
current leverage levels, a standalone transaction would likely
involve a refinancing of Infor's capital structure and infusion of
a substantial amount of equity.  The bid was unsolicited however
and it is uncertain if a transaction will even take place.

Infor Global Solutions Holdings Ltd., headquartered in Alpharetta,
Georgia and a Cayman Islands exempted company, is a global
provider of financial and enterprise applications software with
$1.7 billion of revenues for the twelve month period ended
November 30, 2010.


INGOLD INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ingold Investments, LLC
        P.O. Box 4826
        Monroe, LA 71211

Bankruptcy Case No.: 11-30429

Chapter 11 Petition Date: March 14, 2011

Court: U.S. Bankruptcy Court
       Western District of Louisiana (Monroe)

Judge: Stephen V. Callaway

Debtor's Counsel: James W. Spivey, II, Esq.
                  1515 North 7th Street
                  West Monroe, LA 71291
                  Tel: (318) 387-3666
                  Fax: (318) 387-3630
                  E-mail: jspiveylaw@comcast.net

Scheduled Assets: $2,006,000

Scheduled Debts: $1,776,640

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/lawb11-30429.pdf

The petition was signed by Deborah Elkin, member/general manager.


INNKEEPERS USA: Judge Rules Appaloosa Doesn't Have Standing
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
Innkeepers USA Trust gave U.S. Bankruptcy Judge Shelley C. Chapman
the opportunity to rule squarely that the holder of a certificate
representing an interest in a trust that holds collateralized
mortgage bonds doesn't have standing to appear in court to oppose
actions taken by a special servicer.  Judge Chapman made her
ruling from the bench on March 11 at the conclusion of a two-day
hearing where she approved procedures for selling 65 of
Innkeepers' 72 hotels.

Mr. Rochelle recounts that Appaloosa Management LP was opposing
the proposed terms of sale.  Midland Loan Services Inc., the
special servicer for $825 million in fixed-rate mortgages, argued
to Judge Chapman that Appaloosa didn't have standing, which means
the right to appear in bankruptcy court. Appaloosa owns some of
the certificates for which Midland is servicer.

Judge Chapman, Mr. Rochelle discloses, ruled that Appaloosa, as
the holder of certificates, doesn't have the right to appear in
bankruptcy court.  To rule otherwise, she said, would
"dramatically alter the CMBS world and render the delegation to a
special servicer meaningless."

According to the transcript of the hearing, Judge Chapman said the
indenture had a "standard no-action clause."  Before a certificate
holder can act, it must make a demand on the servicer supported by
holders of 25 percent of the certificates.  Judge Chapman said
Appaloosa had neither made a demand nor shown that its position
was supported by the required 25%.

                       Five Mile-Lehman Plan

As reported in the Jan. 25, 2011 edition of the Troubled Company
Reporter, the Debtor filed a Chapter 11 plan based where Five Mile
Capital Partners and Lehman Ali Inc. would bankroll Innkeepers'
exit and turn the Company over to creditors, absent higher and
better offers.

According to Mr. Rochelle, Innkeepers hashed out a revised plan as
during the past two weeks with help from conferences with U.S.
Bankruptcy Judge Shelley C. Chapman.  The new reorganization plan,
to be filed in April, is designed to satisfy most objections from
the creditors' committee and preferred shareholders.  Under the
new proposal, as with the prior version from January, Lehman Ali
Inc. and Five Mile Capital Partners LLC will acquire the new
equity, assuming no better bid appears at auction.

According to Mr. Rochelle, the terms of the revised plan are:

  * Lehman and Five Mile no longer will be buying seven hotel
    properties.  Those hotels will be dealt with through a
    separate Chapter 11 plan.

  * The preferred shareholders will be free to craft a separate
    plan for the seven hotels that aren't subject to the blanket
    mortgages that Lehman and Midland Loan Services Inc. have on
    the 65 other properties.  Preferred shareholders had objected
    that the prior version of the plan would have forced them to
    take $5.9 million cash in exchange for their shares.  They
    claimed that there was more equity in the seven hotels.

  * As in January, Five Mile and Lehman Ali, a subsidiary of
    Lehman Brothers Holdings Inc., together will provide
    $174.1 million of equity capital and convert $200.3 million of
    Lehman's debt into equity. Five Mile is the provider of
    $53 million in secured financing for the Chapter 11 case, and
    Lehman is the holder of $238 million in floating-rate
    mortgages on 20 of Innkeepers' 72 properties.

  * Midland, as servicer for $825 million of fixed-rate mortgage
    debt on 45 properties, will emerge from Chapter 11 with
    mortgages for $622.5 million on revised terms.

  * As before, Lehman is to receive 50 percent of the new
    equity plus $26.2 million cash in exchange for all its debt.
    The secured loans for the Chapter 11 case will be paid in
    full. For its equity contribution, Five Mile is to have the
    other half of the new equity.

  * Unsecured creditors previously were offered $2.5 million in
    cash in return for voting in favor of the plan. To garner
    their support, the pot was increased to $3.75 million so
    unsecured creditors can recover as much as 65 percent. Secured
    lenders' deficiency claims won't participate in the
    distribution to unsecured creditors. Also, preference suits
    against unsecured creditors will be waived.

  * Apollo Investment Corp., Innkeepers' current owner, is to
    receive releases of claims from the company and creditors in
    return for supplying $375,000 of the pot for unsecured claims.

An auction will be held in about two months to test whether there
is a better offer for the 65 hotels.  The change of ownership
after the auction would take place when a Chapter 11 plan is
confirmed for the properties.  Innkeepers says the transaction for
the 65 hotels is valued at $971 million, including $622.5 million
in debt and $348.2 million of equity.

With Lehman and Midland, the plan is supported by holders of more
than $1 billion of $1.29 billion of pre-bankruptcy secured debt.
If someone else bids at auction, the offer must contain enough
cash so Lehman is paid at least $200.3 million in cash.

Any competing bid must be at least $363.2 million in cash, to take
advantage of the Midland financing and cover all the items in the
Lehman-Midland sponsored plan, plus an overbid.

                     About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

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

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


INTEGRATED FINANCIAL: Case Summary & Creditors List
---------------------------------------------------
Debtor: Integrated Financial Associates, Inc.
        3311 S. Rainbow Boulevard, Suite 209
        Las Vegas, NV 89146

Bankruptcy Case No.: 11-13537

Chapter 11 Petition Date: March 14, 2011

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

Judge: Bruce A. Markell

Debtor's Counsel: Alan R. Smith, Esq.
                  THE LAW OFFICES OF ALAN R. SMITH
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  E-mail: mail@asmithlaw.com

Scheduled Assets: $7,540,534

Scheduled Debts: $44,887,997

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nvb11-13537.pdf

The petition was signed by William Dyer, president.


ISLAND ONE: Wins Nod to Ink Finance Deal with Premium Assignment
----------------------------------------------------------------
Island One, Inc. and its debtor affiliates sought and obtained an
order permitting Debtor St Croix One, LLC d/b/a Chenay Bay Beach
Resort to enter into an insurance premium finance agreement with
Premium Assignment Corporation.

The order was later amended to remove the language providing
Branch Banking and Trust a perfected first priority lien and
security lien and security interest in any return premiums in the
event the insurance policy is cancelled.

The Debtors told the Court that PAC will not accept payment until
an amended order striking the language from the original order is
entered.  Without entry of the amended order, PAC will rescind the
financing agreement, and absent the financing agreement, the
Debtors will be unable to pay the insurance policy installment
payments due to St. Croix.

The amended order further provides that liens, security interests,
and rights in unearned premiums granted under the Agreement are
senior to the lien of any DIP Lender in these Chapter 11 cases and
are senior to any claims under Section 503, 506(b) or 507(b) of
the Bankruptcy Code.

                         About Island One

Orlando, Florida-based Island One, Inc., filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 10-16177) on
Sept. 10, 2010.  Tiffany D. Payne, Esq., Elizabeth A. Green, Esq.,
and Jimmy D. Parrish, Esq., at Baker & Hostetler LLP, in Orlando
Fla., represent the Debtors as counsel.  In its schedules, the
Debtor disclosed $155,100,767 in assets and $310,897,452 in
liabilities.

IOI Funding I, LLC, a debtor-affiliate, also filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 10-16189) on
Sept. 10, 2010.  The Debtor disclosed total assets of $9,230,309,
and total liabilities of $7,265,160.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of Island One, Inc. has tapped Adam Lawton Alpert, Esq., a
shareholder, and Bush Ross, P.A. as its general counsel.


ISLAND ONE: Has Until April 8 to Decide on Equity Row Lease
-----------------------------------------------------------
Island One, Inc. and its debtor affiliates sought and obtained an
extension from the bankruptcy court for the deadline to decide on
whether to assume or reject a non-residential lease with Equity
Row Partners, LLC until April 8, 2011.

Island One leased from Equity Row premises situated at 8680
Commodity Circle, Orlando, Florida.  The annual rent due pursuant
to the Lease is $763,523, Triple Net Lease with Island One being
responsible for taxes, insurance, and normal day-to-day expenses.

The Debtors' Modified Chapter 11 Plan contemplates the sale for
some or all of the assets of the Debtors or some of the equity in
the Debtors.  The Debtors note that potential purchasers may not
want to assume the Lease, thus, assumption of the Lease at this
juncture could create an unnecessary administrative claim.

                      Equity Row Admin. Claim

In related matters, the bankruptcy judge granted Equity Row's
motion to compel Island One to pay administrative expenses for
rent under the Lease.

The Court authorized the Debtors to pay to Wells Fargo Bank, N.A.
as trustee for the registered holders of COMM 2005-C6 Commercial
Mortgage Pass-Through Certificates, the sum of $180,082 on behalf
of Equity Row.

The Debtors are further authorized and directed to pay Equity Row
the sum of $35,026.  The Debtors will pay the full amount of their
lease obligations to Equity Row on a monthly basis until further
order of the Court.  Upon payment of the amount, the Debtors will
be current on their postpetition obligations to Equity Row, except
that Equity Row reserves the right to assert a claim for
attorneys' fees and costs, and the Debtors, Textron Financial
Corporation and Liberty Bank, N.A. and any respective successor in
interest, reserve their right to oppose the same.

Equity Row will continue to timely pay any mortgage payments
affiliated with the subject property.

The Court however denied Equity Row's motion to shorten time for
the Debtors' election to assume or reject the Lease.

The bankruptcy judge in Florida continued to April 20, 2010, the
hearing on Equity Row's motion to lift the automatic stay
regarding the Lease.

                         About Island One

Orlando, Florida-based Island One, Inc., filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 10-16177) on
Sept. 10, 2010.  Tiffany D. Payne, Esq., Elizabeth A. Green, Esq.,
and Jimmy D. Parrish, Esq., at Baker & Hostetler LLP, in Orlando
Fla., represent the Debtors as counsel.  In its schedules, the
Debtor disclosed $155,100,767 in assets and $310,897,452 in
liabilities.

IOI Funding I, LLC, a debtor-affiliate, also filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 10-16189) on
Sept. 10, 2010.  The Debtor disclosed total assets of $9,230,309,
and total liabilities of $7,265,160.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of Island One, Inc. has tapped Adam Lawton Alpert, Esq., a
shareholder, and Bush Ross, P.A. as its general counsel.


ISLAND ONE: Taps Weiss & Co. as Accountant and Tax Advisor
----------------------------------------------------------
Island One, Inc., et al., seek authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Franklyn E. Lee
and Weiss & Company LLP as their accountant and tax advisor, nunc
pro tunc to Jan. 1, 2011.

Weiss and Mr. Lee have agreed to prepare federal, state and local
income tax returns, and provide additional tax consulting
services.  Weiss has asked for a $10,000 retainer in connection
with its employment.

Weiss will be paid based on its customary rates, plus direct
charges for any out-of-pocket costs.  Among the hourly rates of
the firm's professionals are:

   Professional           Hourly Rate
   ------------           -----------
   Frank Lee                  $290
   Mark Dubinski              $290
   Dan Fortman                $290
   Steve Goldberg             $290
   Larry Sexauer              $290
   Jim Hamilton               $220
   Chris Bozarth              $210

The Debtors assure the Court that Weiss does not represent the
individual interest of any insider or affiliate of the Debtors.

The Court approved the application and authorized the payment of a
general retainer to Mr. Lee and Weiss, which retainer will be
deposited in a trust account.  The Court also ruled that Mr. Lee
and Weiss may bill against the retainer on a monthly basis for its
costs and for 70% of its fees as they accrue without further order
but subject to a final review and approval by the Court.

After the retainer is depleted, Mr. Lee and Weiss may file interim
applications for payment of fees and expenses, which the Court
will set for hearing in the normal course.

                         About Island One

Orlando, Florida-based Island One, Inc., filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 10-16177) on
Sept. 10, 2010.  Tiffany D. Payne, Esq., Elizabeth A. Green, Esq.,
and Jimmy D. Parrish, Esq., at Baker & Hostetler LLP, in Orlando
Fla., represent the Debtors as counsel.  In its schedules, the
Debtor disclosed $155,100,767 in assets and $310,897,452 in
liabilities.

IOI Funding I, LLC, a debtor-affiliate, also filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 10-16189) on
Sept. 10, 2010.  The Debtor disclosed total assets of $9,230,309,
and total liabilities of $7,265,160.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of Island One, Inc. has tapped Adam Lawton Alpert, Esq., a
shareholder, and Bush Ross, P.A. as its general counsel.


KH FUNDING: Committee Seeks to Hire McGuireWoods as Co-counsel
--------------------------------------------------------------
Bankruptcy Judge Thomas J. Catliota signed off on a stipulation
between the Official Committee of Unsecured Creditors in the
bankruptcy case of KH Funding Company, and W. Clarkson McDow, Jr.,
the United States Trustee for Region 4, which grants the U.S.
Trustee until March 18 to file his comments or objections to the
application of the Committee to retain McGuireWoods LLP as its co-
counsel.

The Committee is also seeking to hire as bankruptcy counsel:

          Bradford J. Sandler, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          919 North Market Street, 17th Floor
          Wilmington, DE 19899-8705
          Tel: (302) 778-6424
          Fax: (302) 652-4400
          E-mail: bsandler@pszjlaw.com

A copy of the Stipulation, signed on March 11, is available at
http://is.gd/GBQxFEfrom Leagle.com.

                     About KH Funding Company

Silver Spring, Maryland-based KH Funding Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371)
on Dec. 3, 2010.  Lawrence Coppel, Esq. -- lcoppel@gfrlaw.com --
at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in
Baltimore, Maryland, serves as the Debtor's bankruptcy counsel.
W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Debtor's Official
Committee of Unsecured Creditors.  The Debtor estimated its assets
and debts at $10 million to $50 million.


KINDRED HEALTHCARE: Moody's Assigns 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family and
Probability of Default Rating to Kindred Healthcare, Inc.  Moody's
also assigned a Ba3 (LGD3, 38%) rating to the company's proposed
$700 million term loan due 2018.  Concurrently, Moody's assigned a
Speculative Grade Liquidity Rating of SGL-2.  Moody's understands
that the proceeds of the credit facility along with a proposed
$600 million senior secured asset-based revolving credit facility
(not rated by Moody's) and a contemplated offering of unsecured
notes will be used to fund the acquisition of RehabCare Group,
Inc., and to refinance Kindred's existing debt.  Moody's
understand that Kindred has commitments for a $550 million senior
unsecured bridge should the contemplated note offering not be
completed prior to the closing of the acquisition of RehabCare.
The ratings outlook is stable.  The ratings of RehabCare were
unchanged.  Moody's expect to withdraw the RehabCare ratings upon
the acquisition of the company by Kindred, at which time
RehabCare's debt will be retired.

The rating actions are subject to the conclusion of the
transaction, as proposed, and Moody's review of final
documentation.

This is a summary of the ratings assigned to Kindred:

  -- $700 million senior secured term loan due 2018, Ba3 (LGD3,
     38%)

  -- Corporate Family Rating, B1

  -- Probability of Default Rating, B1

  -- Speculative Grade Liquidity Rating, SGL-2

This is a summary of the ratings of RehabCare which are unchanged
and will be withdrawn at the close of the transaction:

  -- $125 million senior secured revolver due 2014, Ba3 (LGD3,
     30%)

  -- $450 million senior secured term loan due 2015, Ba3 (LGD3,
     30%)

  -- Corporate Family Rating, Ba3

  -- Probability of Default Rating, B1

  -- Speculative Grade Liquidity Rating, SGL-2

                        Ratings Rationale

Kindred's B1 Corporate Family Rating reflects the increased scale
and diversity of the combined company and its position as the
largest post-acute care service providers.  Kindred gains
significant scale in both the skilled nursing and hospital
rehabilitation markets and further strengthens its LTAC hospital
business with the acquisition of RehabCare.  Additionally, while
the current transaction results in an increase in the company's
debt load Moody's expect the company to focus on reducing leverage
following the transaction given historically conservative leverage
levels.  Free cash flow generation is also expected to be modest
in the near term as ongoing capital projects are completed.
Furthermore, the rating considers the high reliance on the
Medicare program related to the company's LTAC hospitals, which
will be the predominant revenue and earnings contributor of the
combined company.

The stable rating outlook reflects the expectation of near term
reimbursement stability in the hospital segment but also
contemplates reimbursement pressures in other segments in which
the company operates.  Moody's expect the company to focus on debt
reduction following the transaction and anticipate an increase in
excess cash flow following the completion of certain capital
investment initiatives, which could be used for greater voluntary
debt reduction.  The company also benefits from its position as
the largest post-acute healthcare services companies.

The SGL-2 Speculative Grade Liquidity Rating reflects Moody's
expectation that the company will have good liquidity over the
four quarters following the transaction characterized by
sufficient cash flow to fund all working capital and capital
spending needs.  While Moody's expect that the company will use a
portion of the revolver to fund the acquisition of RehabCare,
Moody's anticipate that remaining revolver availability will be
adequate.

If the company is unable to mitigate negative reimbursement
developments impacting its contract therapy customers, experiences
greater than expected pressures in the hospital business or sees
integration issues materially impacting earnings and cash flow,
Moody's could downgrade the ratings.  More specifically, Moody's
could downgrade the ratings if leverage was expected to increase
and be sustained above 5.0 times or free cash flow to debt was
expected to be sustained below 3%.

Moody's could upgrade the ratings if leverage was expected to be
sustained below 4.5 times and free cash flow to debt was expected
to be sustained above 5%, as a result of continued growth,
operational improvements and/or debt repayment.  Additionally,
Moody's would have to gain comfort in longer term reimbursement
stability in order to take a positive rating action.

This is the first time Moody's has assigned a rating to Kindred.

The last rating action on RehabCare Group, Inc., was on
November 4, 2009, when Moody's assigned a Ba3 Corporate Family
Rating and a B1 Probability of Default Rating, a Ba3 rating to the
senior secured credit facility and an SGL-2 Speculative Grade
Liquidity Rating.

Kindred operates hospitals, nursing and rehabilitation centers,
assisted living facilities and a contract rehabilitation services
business across the United States.  At Dec. 31, 2010, the hospital
division operated 89 LTAC hospitals in 24 states.  The nursing
center division operated 226 nursing and rehabilitation centers
and seven assisted living facilities in 28 states.  The company
also operated a contract rehabilitation services business that
provides rehabilitative services primarily in long-term care
settings.  For the year ended Dec. 31, 2010 the company recognized
revenues of approximately $4.4 billion.

RehabCare provides rehabilitation program management services in
hospitals, skilled nursing facilities, outpatient facilities and
other long-term care facilities.  In partnership with healthcare
providers, the company provides post-acute program management,
medical direction, physical therapy rehabilitation, quality
assurance, compliance review, specialty programs and census
development services.  The company also owns and operates 29 LTAC
hospitals and five rehabilitation hospitals, and provides other
healthcare services.  For the year ended Dec. 31, 2010, the
company recognized revenues of approximately $1.3 billion.


KV PHARMACEUTICAL: Healthcare Has Warrants to Buy 13MM Shares
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, U.S. Healthcare I, LLC and its affiliates
disclosed that they have warrants to purchase up to 13,425,734
shares of Class A common stock of K-V Pharmaceutical Company
representing 4.99% of the shares outstanding.  The aggregate
percentage of Class A Common Stock is based upon 48,530,559 shares
of Class A Common Stock which represents the sum of (i) the
38,580,559 shares of Class A Common Stock reported to be
outstanding as of Feb. 14, 2011 by the Company in its Form 8-K
filed with the Securities and Exchange Commission on Feb. 15, 2011
and (ii) the 9,950,000 shares of Class A Common Stock issued on or
about Feb. 17, 2011 by the Company as disclosed in the Form 8-K
filed with the Securities and Exchange Commission on Feb. 16,
2011.

                  About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

On Dec. 23, 2008, the Company announced it had voluntarily
suspended all shipments of its FDA approved drug products in
tablet form and, effective Jan. 22, 2009, the Company voluntarily
suspended the manufacturing and shipment of the remainder of its
products, other than three products it distributes but does not
manufacture and which do not generate a material amount of revenue
for the Company.  During the quarter ended June 30, 2010, while
not generating any material revenues as a result of the suspension
of shipments, the Company had to meet ongoing operating costs
related to its employees, facilities and FDA compliance, as well
as costs related to the steps the Company currently is taking to
prepare for reintroducing the Company's approved products to the
market.

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company's balance sheet at June 30, 2010 showed
$315.48 million in total assets, $488.04 million in total
liabilities and a $172.56 million shareholders' deficit.

The Company incurred a net loss of $283.61 million on
$152.22 million of net revenue for 12 months ended March 31, 2010,
compared with a net loss of $313.63 million on $312.33 million of
revenue in the same period in fiscal 2009.  The Company reported a
net loss of $34.60 million on $3.38 million of net revenue for
three months ended June 30, 2010, compared with a net loss of
$53.95 million on $6.30 million of revenue in the same period in
2009.


KV PHARMACEUTICAL: Partner Fund Discloses 13.1% Equity Stake
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Partner Fund Management, L.P., disclosed that it
beneficially owns 6,266,219 shares of Class A common stock of K-V
Pharmaceutical Company representing 13.1% of the shares
outstanding.  As of Feb. 28, 2011, the Company had outstanding
48,530,442 and 11,280,285 shares of Class A and Class B Common
Stock, respectively, exclusive of treasury shares.

                  About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

On Dec. 23, 2008, the Company announced it had voluntarily
suspended all shipments of its FDA approved drug products in
tablet form and, effective Jan. 22, 2009, the Company voluntarily
suspended the manufacturing and shipment of the remainder of its
products, other than three products it distributes but does not
manufacture and which do not generate a material amount of revenue
for the Company.  During the quarter ended June 30, 2010, while
not generating any material revenues as a result of the suspension
of shipments, the Company had to meet ongoing operating costs
related to its employees, facilities and FDA compliance, as well
as costs related to the steps the Company currently is taking to
prepare for reintroducing the Company's approved products to the
market.

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company's balance sheet at June 30, 2010 showed
$315.48 million in total assets, $488.04 million in total
liabilities and a $172.56 million shareholders' deficit.

The Company incurred a net loss of $283.61 million on
$152.22 million of net revenue for 12 months ended March 31, 2010,
compared with a net loss of $313.63 million on $312.33 million of
revenue in the same period in fiscal 2009.  The Company reported a
net loss of $34.60 million on $3.38 million of net revenue for
three months ended June 30, 2010, compared with a net loss of
$53.95 million on $6.30 million of revenue in the same period in
2009.


KV PHARMACEUTICAL: Jacob Gottlieb Discloses 8.47% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Jacob Gottlieb and his affiliates disclosed that they
beneficially own 4,124,566 shares of common stock of K-V
Pharmaceutical Company representing 8.47% of the shares
outstanding.  As of Feb. 28, 2011, the Company had outstanding
48,530,442 and 11,280,285 shares of Class A and Class B Common
Stock, respectively, exclusive of treasury shares.

                  About KV Pharmaceutical Company

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

On Dec. 23, 2008, the Company announced it had voluntarily
suspended all shipments of its FDA approved drug products in
tablet form and, effective Jan. 22, 2009, the Company voluntarily
suspended the manufacturing and shipment of the remainder of its
products, other than three products it distributes but does not
manufacture and which do not generate a material amount of revenue
for the Company.  During the quarter ended June 30, 2010, while
not generating any material revenues as a result of the suspension
of shipments, the Company had to meet ongoing operating costs
related to its employees, facilities and FDA compliance, as well
as costs related to the steps the Company currently is taking to
prepare for reintroducing the Company's approved products to the
market.

KV Pharmaceutical has not timely filed its Form 10-K for the year
ended March 31, 2010 and its Form 10-Qs for the subsequent
quarterly periods.  The Company's independent accounting firm,
KPMG, resigned on June 25, 2010, and the Company has tapped BDO
USA, LLP, to audit the fiscal 2010 financial statements.  The Form
10-Q for the quarter ended June 30, 2010, was only filed March 10,
2011.

The Company's balance sheet at June 30, 2010 showed
$315.48 million in total assets, $488.04 million in total
liabilities and a $172.56 million shareholders' deficit.

The Company incurred a net loss of $283.61 million on
$152.22 million of net revenue for 12 months ended March 31, 2010,
compared with a net loss of $313.63 million on $312.33 million of
revenue in the same period in fiscal 2009.  The Company reported a
net loss of $34.60 million on $3.38 million of net revenue for
three months ended June 30, 2010, compared with a net loss of
$53.95 million on $6.30 million of revenue in the same period in
2009.


LAKE CHARLES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lake Charles Hospitality, Inc.
        1995 Inderbitzen Way
        Manteca, CA 95336

Bankruptcy Case No.: 11-20238

Chapter 11 Petition Date: March 14, 2011

Court: United States Bankruptcy Court
       Western District of Louisiana (Lake Charles)

Judge: Robert Summerhays

Debtor's Counsel: Wade N. Kelly, Esq.
                  ROBICHAUX, MIZE, WADSACK & RICHARDSON, LLC
                  1777 Ryan Street
                  P.O. Box 2065
                  Lake Charles, LA 70601
                  Tel: (337) 433-0234
                  Fax: (337) 433-1274
                  E-mail: wnkellylaw@yahoo.com

Scheduled Assets: $4,750,000

Scheduled Debts: $6,896,851

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/lawb11-20238.pdf

The petition was signed by Rupinder Dhillon, director.


LIONCREST TOWERS: Wells Fargo Wants to Foreclose
------------------------------------------------
Wells Fargo Bank N.A. asks the Hon. Pamela S. Hollis of the U.S.
Bankruptcy Court for the Northern District of Illinois to grant
relief from the automatic stay to allow it to foreclose on its
collateral, and dismiss the Chapter 11 case of Lioncrest Towers
LLC.

A trial date is set for March 30, 2011, at 10:30 a.m., at 219
South Dearborn, Courtroom 644, Chicago, Illinois.  A continued
trial hearing will take place the next day at 1:30 p.m. and on
April 1, 2011, at 10:00 a.m.

Wells Fargo says it is owed as of the Petition Date $31,984,284
plus expenses, real estate taxes due or delinquent and other
amounts for loans provided to the Debtor starting October 2004.
The Debtor's property was mortgaged to the bank as collateral for
the loans.

The bank relates that the plan of reorganization dated Nov. 15,
2010, was filed on the 90th day after the Debtor's bankruptcy
filing, and serves as nothing more than a placeholder filing in
the Debtor's bankruptcy case so that the Debtor can appear to
satisfy the strict requirements of Sec. 362(d)(3) of the
Bankruptcy Code.

The bank tells Judge Hollis that the Plan is not feasible and
cannot satisfy the requirements of Section 1129 of the Bankruptcy
Code.  The Plan provides that Wells Fargo will retain its Mortgage
on the Property and receive only interest payments on its unpaid
indebtedness, at the non-default contract rate in the Notes, for a
period of 5 years.  The Plan provides that Wells Fargo will not
receive any amortization or payment on the unpaid portion of the
principal balance until 5 years after the effective date of the
Plan.

The Debtor simply cannot carry its burden to show that it will be
able satisfy this entire $32 million obligation five years from
now, Wells Fargo asserts.

The bank avers that as a result of the decline in the value of the
Property, the Debtor's chapter 11 filing, the chapter 11 filing of
each of the Debtor's affiliates and the threatened personal
bankruptcy filing of the Debtor's sole shareholder, it is likely
that it will be even more difficult for the Debtor to satisfy this
obligation five years from now.

Jones Day in Chicago, Illinois, represents the bank.

                   About Lioncrest Towers, LLC

Lioncrest Towers, LLC, owns and operates a residential apartment
project in Richton Park, Illinois, known as Park Towers.  It filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
10-36805) on Aug. 17, 2010.  Richard H. Fimoff, Esq., at Robbins,
Salomon & Patt Ltd, assists the Debtor in its restructuring
effort.  The Debtor estimated assets and debts at $10 million to
$50 million.


LIONCREST TOWERS: Plan Promises to Pay Bank in 5 Years
------------------------------------------------------
Lioncrest Towers LLC submitted with the U.S. Bankruptcy Court for
the Northern District of Illinois a disclosure statement
explaining its Chapter 11 plan of reorganization.

Under the plan, among others, secured creditor Wells Fargo, owed
$29.5 million, will be paid in full.  It will be paid in monthly
installments of interest for five years, plus four annual
principal repayments of $300,000 each, with payment of the unpaid
balance at the end of the fifth year.  Unsecured creditors will
also be paid in full in quarterly installments with interest over
one year.  Unsecured creditors are expected to recover $38,917
plus interest at 5%.  Equity owners will receive no distribution
but will retain its ownership interest.

The Plan will be funded through the rental and other income
generated by the Debtor's property.  The Debtor expects that the
rental income will generate about $3.5 million annually, for the
Debtor's estate, although the sum is subject to change.  The
Debtor will use these funds to make all payments due under the
plan except the bank's final principal payment, which will be paid
from the proceeds of the sale or refinance of the Debtor's
property.

Wells Fargo Bank objects to the Debtor's plan, saying that the
Debtor's rent and other income do not generate enough cash flow to
support the plan payments.  According to the bank, on account of
Wells Fargo's claim, the Debtor proposes to make below-market,
interest-only monthly payments at the non-default contract rate of
interest for five years, annual principal payments of only
$300,000 and, on the fifth anniversary of the effective date of
the Plan, a balloon payment of the full remaining principal amount
of Wells Fargo's claim.  The Debtor's projections, cash flows and
Plan payments, however, are all based on an interest rate that is
far below Wells Fargo's contract interest rate, much less the
market rate of interest applicable here.

The Disclosure Statement states that Wells Fargo's secured claim
will be paid at the non-default contract rate for five years.  The
blended non-default contract rate for Wells Fargo's term and
revolving loans currently is 5.13%.  Yet, in 2011 and 2012, for
example, the Disclosure Statement proposes an interest rate of
2.25% and 2.5% respectively, less than half of the actual non-
default contract rate.  If the Plan projections were to use the
actual contract rate as the Plan and Disclosure Statement provide,
however, the Debtor would actually have a significant cash
deficit.  Thus, the Debtor would be unable to make the Plan
payments to both Wells Fargo and unsecured creditors.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?751f

A full-text copy of the Chapter 11 Plan is available for free
at http://ResearchArchives.com/t/s?7520

                   About Lioncrest Towers, LLC

Lioncrest Towers, LLC, owns and operates a residential apartment
project in Richton Park, Illinois, known as Park Towers.  It filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
10-36805) on Aug. 17, 2010.  Richard H. Fimoff, Esq., at Robbins,
Salomon & Patt Ltd, assists the Debtor in its restructuring
effort.  The Debtor estimated assets and debts at $10 million to
$50 million.


LIQUIDATION OUTLET: Plan of Liquidation Wins Court Approval
-----------------------------------------------------------
The Hon. Paul B. Snyder of the U.S. Bankruptcy Court for the
Western District of Washington confirmed Liquidation Outlet,
Inc.'s Plan of Liquidation dated as of Nov. 17, 2010.

According to the Plan, the Debtor has liquidated all of its
assets.  The Debtor intends to distribute the net proceeds from
the sale of the assets of Debtor through its liquidation.

The Plan is designed to provide an orderly process to resolve all
outstanding claims and determine the relative priority and payment
thereof.  Shortly after confirmation, the Debtor will file its
proposed list of claimants, the amounts that must be allowed and
priorities of payments.  The goal is to provide a significant
interim distribution with appropriate hold backs for unresolved
claims, if any, before the expiration of the date that is 60 days
from the Effective Date of the Plan.

The funds necessary to make the payments to class claims in
Classes 1 - 4 as required by the Plan will come from the cash
generated from the liquidation of the assets or funds as are
generated from any claims.  The funds necessary to make payments
on all Allowed Claims in Classes 1 - 4 will come from the Debtor.

A full-text copy of the confirmation order and Plan is available
for free at

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

                  About Liquidation Outlet, Inc.

Lakewood, Washington-based Liquidation Outlet, Inc., filed for
Chapter 11 bankruptcy protection on March 25, 2010 (Bankr. W.D.
Wash. Case No. 10-42279).  Benjamin J. Riley, Esq., at Brian L
Budsberg PLLC, represents the Debtor in its restructuring effort.
The Debtor disclosed $16,053,250 in assets and $7,434,413 in
liabilities in its schedules.


LOCAL INSIGHT: Seek July 15 Extension of Plan Filing Exclusivity
----------------------------------------------------------------
BankruptcyData.com reports that Local Insight Media filed with the
U.S. Bankruptcy Court a motion seeking to extend the exclusive
period to file a Chapter 11 Plan and solicit acceptances thereof
through and including July 15, 2011 and Sept. 13, 2011,
respectively.  The Court scheduled a March 29, 2011 hearing on the
matter.

              About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Del. Case No. 10-13677) on November 17, 2010.

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No.
10-13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del.
Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No.
10-13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No.
10-13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No.
10-13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
September 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht
& Tunnel LLP as Delaware co-counsel; and Houlihan Lokey Howard &
Zukin Capital Inc. as its financial advisor and investment banker.


MARKET STREET: Financing Motion Approved; Order Still to Be Issued
------------------------------------------------------------------
At a hearing on March 1, 2011, the U.S. Bankruptcy Court for the
Eastern District of Louisiana approved, on a final basis, the
financing motion of Market Street Properties, LLC, according to
the terms discussed in open court.  The Court directed the Debtor
to submit a proposed order in accordance with the Court's ruling.

On Feb. 24, 2011, the Court entered its interim order authorizing
the Debtor to borrow a total amount of $1,386,380 (the "Initial
Advance") from Lender Market Street Ventures, LLC, to pay for
certain expenses and only in the approximate amounts identified in
the Order.  The Court also authorized the Debtor to use a portion
of the Initial Advance to pay off and terminate the existing DIP
Loan against Debtor's property in favor of Eisenberg Investments,
LLC.

As security for the loans and advances, Lender is granted a
continuing first and senior lien in the Premises, together with
all personal property, fixtures and improvements thereon,
including an existing Entergy Power Plant built in 1901 as well as
certain federal and state historic and other tax credits and
applications for tax credits, and all fixtures, and personal
property and all other personal and real property and contract
rights referred to in the Mortgage and Security Agreement.

Pursuant to Sections 364(c) and 364(d) of the Bankruptcy Code, any
and all obligations and liabilities of the Debtor owing to Lender
and arising after the date of this Order, together with accrued
interest and charges incidental thereto, will have priority in
payment over any other obligations or liabilities now in existence
or incurred hereafter by the Debtor and of all expenses of the
kind specified in Sections 503(b), 506(c), 507(b) and 552(b) of
the Bankruptcy Code, except that there will be a carve out for
accrued, unpaid and budgeted professional fees and costs of
Debtor's counsel up to the amount of $100,000.

Oceanside, New York-based Market Street Properties, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. La. Case No. 09-
14172) on Dec. 23, 2009.  Christopher T. Caplinger, Esq., who has
an office in New Orleans, Louisiana, represents the Debtor.  The
Company disclosed $52,404,026 in assets and $26,848,596 in
liabilities as of the Chapter 11 filing.


MCCLATCHY CO: Contrarius Investment Holds 10.2% Equity Stake
------------------------------------------------------------
In regulatory filings with the U.S. Securities and Exchange
Commission, Contrarius Investment Management Limited disclosed
that it beneficially owns 6,161,877 shares of Class A common stock
of The McClatchy Co., representing 10.2% of the shares
outstanding.  As of Feb. 25, 2011, there were 60,221,538 shares of
Class A common stock and 24,800,962 Class B common stock
outstanding.

                    About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at Dec. 26, 2010 showed $3.13 billion
in total assets, $2.91 billion in total liabilities and
$219.34 million in stockholders' equity.

                          *     *     *

In February 2010, Moody's Investors Service upgraded The McClatchy
Company's Corporate Family Rating to Caa1 from Caa2, Probability
of Default Rating to Caa1 from Caa2, and senior unsecured and
unguaranteed note ratings to Caa2 from Caa3, concluding the review
for upgrade initiated on January 27, 2010.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

Standard & Poor's Ratings Services also raised its corporate
credit on Sacramento, California-based The McClatchy Co. to 'B'
from 'B-'.  The upgrade reflects the significant current and
expected moderation in the pace of ad revenue declines in 2010 and
2011 and improving debt leverage and discretionary cash flow.

As reported by the Troubled Company Reporter on Feb. 8, 2011,
Fitch Ratings has upgraded the Issuer Default Rating of the
McClatchy Company to 'B-'.  The Rating Outlook is Stable.  The
revenue declines endured by McClatchy in 2010 were materially
lower than Fitch's expectation.  Fitch had modeled declines in the
mid-teens versus actual declines in the mid-single digits.  While
Fitch expected the company to focus on cost containment, the
company's success exceeded Fitch expectations.  Fitch had expected
EBITDA to decline more than 10% versus actual EBITDA growth in the
mid-single digits.  As a result absolute debt and leverage were
better than Fitch expectations.  Fitch estimates 2010 year end
gross unadjusted leverage of approximately 4.7 times.  Fitch
expects the company will be able to meet its pension funding
obligations and satisfy all of its maturities up to and including
its senior unsecured notes due in 2014 ($169 million balance as of
Sept. 30, 2010).  Also, Fitch does not expect McClatchy will have
any issues meeting its credit agreement financial covenants (under
both Fitch's base and stress cases).


MEIS LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MEIS, LLC
        dba Inclusive Solutions
        dba Inclusive Solutions, Inc.
        721 Lincoln Street
        Troy, OH 45373

Bankruptcy Case No.: 11-31233

Chapter 11 Petition Date: March 13, 2011

Court: United States Bankruptcy Court
       Southern District of Ohio (Dayton)

Judge: Guy R. Humphrey

Debtor's Counsel: J. Matthew Fisher, Esq.
                  ALLEN, KUEHNLE STOVALL & NEUMAN LLP
                  17 South High Street, Suite 1220
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988
                  E-mail: fisher@aksnlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ohsb11-31233.pdf

The petition was signed by James Bloom, co-managing member.


MERUELO MADDUX: Amends Plan to Include East West Settlement
-----------------------------------------------------------
BankruptcyData.com reports that Meruelo Maddux filed a Second
Modified Fourth Amended Joint Plan or Reorganization with the U.S.
Bankruptcy Court.  The Plan has been modified to incorporate the
terms of the settlements with East West Bank and to modify the
treatment of Bank of America's secured claims against Meruelo
Maddux Properties-760 S. Hill Street, LLC, and Merco Group-
Southpark, LLC.

As reported in the Troubled Company Reporter, three competing
plans have been filed in the Chapter 11 cases, by these parties:

  (1) The Company.

       -- The plan provides for the payment in full of all claims
          over time with interest.  The secured claims will be
          paid interest only over the term of the Plan and the
          principal balance will be paid either through the sale
          of the property securing the claim or the refinance of
          the secured debt.  PI shareholders will retain their
          shares in MMPI.  General unsecured creditors will be
          paid within 30 days after the effective date with
          interest from the Petition Date at 5% per annum.
          Holders of unsecured claims will be paid in the full
          amount of their claims over 5 years from the effective
          date.

  (2) Lenders Legendary Investors Group No. 1 LLC and East West
      Bank.

       -- The plan's foundation is an $80 million
          recapitalization via a $5 million cash infusion by
          Legendary, conversion of about $65 million of debt to
          equity and a $10 million rights offering to holders of
          Meruelo Maddux existing common stock.  East West will
          receive 70% to 80% of the stock of the reorganized
          company.  Holders of unsecured claims will receive a
          cash payment equal to 100% of the amount of their
          allowed claims on the effective date, plus simple
          interest at 5% per annum for the period from the
          petition date through the date each allowed claim is
          paid.  Interest will be at the Federal Judgment Rate if
          the creditors vote to reject the plan.  Holders of the
          existing stock will receive 20% of the stock in the
          reorganized company.

  (3) Existing shareholders Charlestown Capital Advisors LLC and
      Hartland Asset Management Corp.

       -- Under the plan, MMPI will receive a $31 million cash
          investment from Charleston and Hartland-led investors
          and from a rights offering made available to existing
          MMPI shareholders.  Non-insider general unsecured
          creditors will be paid in full with interest as soon as
          the plan becomes effective.  Holders of secured claims
          will receive monthly interest payments at 5.25% for four
          years with full payment on the principal balance four
          years after the effective date.  Reorganized MMPI will
          issue to existing holders of MMPI interests, if they
          elect to receive stock instead of cash, will receive
          up to 26% of the total stock of the reorganized company.
          Stockholders can also purchase up to 19% of the stock in
          an $8 million rights offering.

In January 2011, according to Dow Jones' Daily Bankruptcy Review,
Meruelo Maddux struck a deal with Legendary Investors to settle
the group's challenge to the Company's plan.  According to DBR,
under the deal:

     -- Legendary will swap its $67.8 million in Meruelo Maddux
        mortgage debt for ownership of seven properties;

     -- Legendary and fellow lender East West Bancorp Inc. will
        drop their rival takeover plan, which proposes to remove
        the Company's senior management, including Chief Executive
        Richard Meruelo; and

     -- Legendary will drop its liens on three other Meruelo
        Maddux properties.  The lender received interest in those
        properties as additional collateral for its loans.

Legendary had earlier acquired all of East West's interest in
Meruelo Maddux loans.

                        About Meruelo Maddux

Meruelo Maddux and its affiliates filed for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 09-13356) on March 26, 2009.
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring effort.  The Debtors' financial
condition as of Dec. 31, 2008, showed $681,769,000 in assets
and $342,022,000 of debts.

FTI Consulting, Inc., serves as the Debtors' financial advisors,
Ernst & Young as independent auditors and tax advisors, DLA Piper
LLP (US) as special securities and litigation counsel, and Waldron
& Associates, Inc. as real estate appraiser.

The U.S. Trustee has appointed an official committee of unsecured
creditors and a separate official shareholders' committee in the
case.  SulmeyerKupetz, APC, serves as the Creditors Committee's
counsel and Kibel Green, Inc., as its financial advisor.  The
equity committee has sought to retain Ron Orr & Professionals,
Inc., Rodiger Law Office, and Jenner & Block as counsel, and Kibel
Green, Inc. as its financial advisor.

The Debtors; Legendary Investors Group No. 1, LLC, and East West
Bank; and Charlestown Capital Advisors, LLC and Hartland Asset
Management Corporation have proposed rival reorganization plans in
the case. In mid-January 2011, the Debtors struck a deal with the
Legendary Group to drop the group's competing plan.

The Debtors have hired Kurtzman Carson Consultants as solicitation
and balloting agent.

Legendary Investors Group No. 1, LLC, is represented in the case
by Jeremy V. Richards, Esq., and Jeffrey W. Dulberg, Esq., at
Pachulski Stang Ziehl & Jones LLP; and Surjit P. Soni, Esq., at
The Soni Law Firm.  East West Bank is represented by Curtis C.
Jung, Esq., and Monica H. Lin, Esq., at Jung & Yuen, LLP, and
Elmer Dean Martin III, Esq.

Charlestown Capital Advisors, LLC and Hartland Asset Management
Corporation are represented in the case by Christopher E. Prince,
Esq., Matthew A. Lesnick, Esq., and Andrew R. Cahill, Esq., at
Lesnick Prince LLP.


MICHAEL J GRAFT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Michael J. Graft Builder, Inc.
        aka Enclave at Heritage Estates Development Inc.
        (successor by merger)
        565 Fox Glen Ct.
        Barrington, IL 60010-1833

Bankruptcy Case No.: 11-10428

Chapter 11 Petition Date: March 14, 2011

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

Judge: Eugene R. Wedoff

Debtor's Counsel: William L. Needler, Esq.
                  WILLIAM L. NEEDLER AND ASSOCIATES LTD.
                  555 Skokie Blvd. Ste. 500
                  Northbrook, IL 60062
                  Tel: (847) 559-8330
                  Fax: (847) 559-8331
                  E-mail: williamlneedler@aol.com

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

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

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

The petition was signed by Michael J. Graft, Jr., president.


MIWDEST THEATRES: Faces Chapter 7 Liquidation Proceeding
--------------------------------------------------------
Brian Ojanpa at The Free Press reports that Midwest Theatres
Corp., doing business as CineMagic Theatres, having failed to
reorganize under Chapter 11 bankruptcy proceedings, is now headed
for a Chapter 7 filing.

According to the report, in 2006 the owners received a $40,000
St. Peter Economic Development Authority loan to partly finance
theater acquisition.  That loan is still outstanding, as is most
of a 2008 EDA loan of $85,000 for refinancing of fixtures,
furnishings and equipment.

Conversion from Chapter 11 to Chapter 7 bankruptcy allows banks to
begin the foreclosure process, notes Mr. Ojanpa.  Potential
options for the theater's fate include having the bank sell the
property to a third party or having the city obtain ownership of
real estate assets by paying off the theater note of $432,000 and
leasing theater operations or selling the business.

Based in St. Michael, Minnesota, Midwest Theatres Corporation dba
Cinemagic Theatres filed for Chapter 11 bankruptcy protection on
Sept. 14, 2010 (Bankr. D. Minn. Case No. 10-46834).  Judge Nancy
C. Dreher presides over the case.  Michael F McGrath, Esq., at
Ravich Meyer Kirkman & McGrath Nauman, represents the Debtor.  The
Debtor estimated assets of between $1 million and $10 million, and
debts of between $10 million and $50 million.


MONEYGRAM INT'L: Juan Agualimpia Has Option to Buy 1.5MM Shares
---------------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Juan Agualimpia, EVP & chief marketing officer at
MoneyGram International Inc., disclosed that he does not own any
non-derivative securities of the Company.  He discloses that he
has an option to buy 1.5 million shares of common stock of the
Company.

                  About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a leading global payment services
company.  The Company's major products and services include global
money transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet at Dec. 31, 2010, showed $5.12 billion
in total assets, $5.06 billion in total liabilities,
$999.35 million in mezzanine equity and a $942.48 million
stockholders' deficit.

                         *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MPG OFFICE: Christopher Norton Does Not Own Any Securities
----------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Christopher M. Norton, SVP, Transactions at MGP Office
Trust, Inc., disclosed that he does not own any securities of the
Company.

                      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's balance sheet at Sept. 30, 2010, showed
$3.26 billion in total assets, $4.16 billion in total liabilities,
and a stockholders' deficit of $897.21 million.

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.


NET ELEMENT: Mike Zoi Discloses 94.1% Equity Stake
--------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mike Zoi and his affiliated entities
disclosed that they beneficially own 875,269,503 shares of common
stock of Net Element, Inc., representing 94.1% of the shares
outstanding.  At Jan. 31, 2011, the number of shares outstanding
of the Company's common stock was 642,119,111 shares.

Under an Exchange Agreement dated Dec. 18, 2007, the Company
issued 102,875,000 newly issued shares of the Company to Splinex
LLC, a company controlled by Mike Zoi.  Splinex LLC owned
98,157,334 shares of the Company as of Dec. 17, 2007 and an
aggregate of 201,032,334 shares after the completion of the
Exchange Agreement on Dec. 18, 2007.  The Company had 100,757,769
shares outstanding at Dec. 17, 2007 and 214,257,769 shares
outstanding after the completion of the Exchange Agreement.  In
March 2008, Splinex, LLC acquired an additional 231,415 shares of
common stock from a stockholder of the Company.  In June 2008,
Splinex, LLC changed its name to TGR Energy, LLC .  In February
2011, TGR Energy, LLC changed its name to TGR Capital, LLC.

Pursuant to a Subscription Agreement dated Aug. 7, 2008, TGR
agreed to provide up to $2,000,000 in exchange for up to
100,000,000 shares of common stock and warrants to purchase up to
50,000,000 shares of common stock at an exercise price of $0.05
per share for a period of five years from the date of issuance.
Pursuant to the Subscription Agreement, TGR funded the Investment
Amount as required.  On Jan. 12, 2010, TGR agreed to increase its
funding commitment from $2,000,000 to $4,000,000 in exchange for
up to an additional 100,000,000 shares of the Company's common
stock and warrants to purchase up to 50,000,000 shares of common
stock at an exercise price of $0.05 per share for a period of five
years from date of issuance.  TGR has funded the full amount
required under the Subscription Agreement and received an
aggregate of 200,000,000 shares of common stock and warrants to
purchase 100,000,000 shares of common stock.

On Dec. 14, 2010, the Company acquired all of the outstanding
membership interests in Openfilm, LLC, a Florida limited liability
company.  Mike Zoi, the Company's CEO and Chairman, through his
control of Enerfund, LLC and MZ Capital, LLC, both Florida limited
liability companies, held approximately 70% of Openfilm's
outstanding membership interests prior to the acquisition by the
Company, and received an aggregate of 75,000,000 shares of the
Company's common stock, of which 45,937,500 shares were issued to
Enerfund, LLC and 29,062,500 shares were issued to MZ Capital,
LLC, in connection with the acquisition.  In January 2011,
Enerfund, LLC transferred 45,937,500 shares of the Company's
common stock to MZ Capital, LLC, a Delaware limited liability
company controlled by Mike Zoi.

On Dec. 31, 2010, the Company entered into a Subscription
Agreement with Enerfund, LLC pursuant to which the Company
received an aggregate of $2,000,000 and issued to Enerfund, LLC an
aggregated of 200,000,000 shares of common stock and warrants to
purchase 100,000,000 shares of common stock at an exercise price
of $0.05 per share for a period of five years from date of
issuance.

On Feb. 1, 2011, Enerfund transferred 1,000,000 shares of the
Company's common stock held by it to a consultant in consideration
for services performed on behalf of the Company.

                         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.

Daszkal Bolton LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about Net Element'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, 2010.

The Company reported a net loss of $3.1 million on $242 of sales
for the nine-month period ended Dec. 31, 2010.  The Company had a
net loss of $6.6 million on $0 revenue for the twelve months ended
March 31, 2010.

At Dec. 31, 2010, the Company's balance sheet showed $2.8 million
in total assets, $3.1 million in total liabilities, and a
stockholders' deficit of $253,000.


NET ELEMENT: President/COO Owns 6.1 Million Common Shares
---------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Richard William Lappenbusch, president/COO at Net
Element, Inc., disclosed that he beneficially owns 6,100,000
shares of common stock of the Company.

                         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.

Daszkal Bolton LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about Net Element'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, 2010.

The Company reported a net loss of $3.1 million on $242 of sales
for the nine-month period ended Dec. 31, 2010.  The Company had a
net loss of $6.6 million on $0 revenue for the twelve months ended
March 31, 2010.

At Dec. 31, 2010, the Company's balance sheet showed
$2.8 million in total assets, $3.1 million in total liabilities,
an a stockholders' deficit of $253,000.


NET TALK.COM: Posts $1.23-Mil. Net Loss in Qtr. Ended Dec. 31
-------------------------------------------------------------
Net Talk.com, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.23 million on $470,374 of revenue for
the three months ended Dec. 31, 2010, compared with a net loss of
$2.14 million on $184,193 of revenue for the same period ended
Dec. 31, 2009.

At Dec. 31, 2010, the Company's balance sheets showed
$3.55 million in total assets, $13.41 million in total
liabilities, $1.36 million in redeemable preferred stock, and a
stockholders' deficit of $11.22 million.  The Company has an
accumulated deficit of $13.64 million as of Dec. 31, 2010.

A full-text copy of the Form 10-Q filed with the U.S. Securities
and Exchange Commission is available for free at:

              http://ResearchArchives.com/t/s?7514

                        About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
who provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol ("VoIP") technology, session initiation
protocol ("SIP") technology, wireless fidelity technology,
wireless maximum technology, marine satellite services technology
and other similar type technologies.


NEW LIFE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: New Life Enterprises of N.W. Ohio, Inc.
        dba Inclusive Solutions
        dba Inclusive Solutions, Inc.
        721 Lincoln Street
        Troy, OH 45373

Bankruptcy Case No.: 11-31232

Chapter 11 Petition Date: March 13, 2011

Court: United States Bankruptcy Court
       Southern District of Ohio (Dayton)

Judge: Guy R. Humphrey

Debtor's Counsel: J. Matthew Fisher, Esq.
                  ALLEN, KUEHNLE STOVALL & NEUMAN LLP
                  17 South High Street, Suite 1220
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988
                  E-mail: fisher@aksnlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ohsb11-31232.pdf

The petition was signed by James Bloom, executive director.


NEW STREAM: Investors Want Trustee or Examiner
----------------------------------------------
The Latta Family Trust, et al., U.S. and Cayman investors of New
Stream Secured Capital, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to direct the U.S. Trustee to
appoint a Chapter 11 trustee in the Debtors' Chapter 11 bankruptcy
cases, or, in the alternative, appoint an examiner.

The Investors say that neither the Debtors nor their principals
should be left in charge of these estates.  "Fraud, gross
incompetence, and rampant conflicts of interest disqualify these
Debtors from controlling their own destiny before this Court," the
Investors state.

In November 2007, NSC announced the 2007 Restructuring of the New
Stream Group.  The new master/feeder structure was to be comprised
of several investment entities, including two onshore entities:
NSSC, the so-called Master Fund, and its wholly owned subsidiary
NSI.  "Prior to the 2007 Restructuring, the Bermuda Investors,
through the Bermuda Fund, had lent funds to NSSC and its wholly-
owned subsidiary16, NSI, on a secured basis, mostly unknown to
existing US Investors.  Bermuda Fund segregated Classes C, F and
I, of which Gottex was the majority owner, asserted blanket senior
liens against NSI's assets, and the remaining Bermuda Fund
segregated Classes asserted blanket senior liens against NSSC's
assets.  Other investors from the U.S. and overseas had invested
in and lent directly to NSSC.  For the purported reason of
reducing NSSC's leverage, the 2007 Restructuring provided that all
investments and loans (except for small bank loans), both existing
and new, would become indirect investments in newly-established
U.S. and Cayman Feeders.  Under the new fund structure, the
US/Cayman Feeders would automatically funnel their assets to NSSC.
The advances from the US/Cayman Feeders to NSSC would take the
form of 80% debt and 20% equity," the Investors say.

The Investors state, "In formal documentation implementing the
2007 Restructuring, including private placement memoranda for the
US/Cayman Feeders and NSSC, and in all written and oral
communications with NSC and New Stream Capital (Cayman) Ltd., the
principals and managers of various New Stream entities including
the US Feeder, the Cayman Feeders, NSSC and NSI, either omitted
any mention of the Bermuda Fund and its senior secured debt or
stated unequivocally that the Bermuda Fund and its senior secured
debt would be eliminated in the 2007 Restructuring, that the
investors in the Bermuda Fund would either convert to the Cayman
Feeder or redeem their interests, that all remaining investments
by all creditors of all entities in the New Stream group would be
treated pari passu with identical risk/reward profiles, and that
the debt owing to the US/Cayman Feeders would not be
subordinated."

According to the Investors, none of the documents distributed to
investors as part of the 2007 Restructuring contained any mention
whatsoever of the Bermuda Fund, altogether ignoring its
$543 million senior debt (and the related approximately
$54 million in interest due yearly) in a discussion of risk
factors.  The Investors say, "None of the 2007 PPMs (for the
US/Cayman Feeders or NSSC) contained any mention of the Bermuda
Fund, and the New Stream organizational chart attached to the 2007
Cayman Feeder PPM and the 2007 US Feeder PPM did not recognize the
existence of the Bermuda Fund.  A comparison of the October 2007
organizational chart with the organizational chart attached to the
2007 Cayman Feeder PPM and the 2007 US Feeder PPM is telling."

The Investors claim that the misrepresentations in the published
solicitation materials regarding all investments sharing the same
risk/reward profile proved to be costly for the US/Cayman
Investors.  The Bermuda Fund retained its purported senior secured
direct debt in NSI and NSSC despite the 2007 Restructuring,
immediately priming all existing debt and equity in the new Cayman
Feeder, retaining its senior position over all investments
transferred to the US Feeder, and immediately priming all new debt
and equity in both the US/Cayman Feeders.  NSC restated
misrepresentations in e-mails and telephone calls with individual
investors before and after Jan. 1, 2008, the date the new fund
structure was to be fully effective, the Investors say.

The Investors ask the Court to permit expedited discovery related
to the Investors' request for a Chapter 11 Trustee.  The Investors
want all notice parties to produce documents within 14 days of
entry of a court order approving the appointment of a Chapter 11
Trustee.  A list of the documents to be produced is available for
free at http://bankrupt.com/misc/NEW_STREAM_docs.pdf

The Investors also ask that depositions be completed within 24
days after entry of court order permitting expedited discovery,
and that all named deponents be available within that time frame
to ensure depositions are completed pursuant to the court order.

The Investors are represented by:

         Joseph H. Huston, Jr., Esq.
         Maria Aprile Sawczuk, Esq.
         Meghan A. Cashman, Esq.
         STEVENS & LEE, P.C.
         1105 North Market Street, 7th Floor
         Wilmington, DE 19801
         Tel: (302) 425-3310
              (302) 425-3306
              (302) 425-3307
         Fax: (610) 371-7972
         E-mail: jhh@stevenslee.com
                 masa@stevenslee.com
                 maca@stevenslee.com

                  - and -

         Beth Stern Fleming, Esq.
         STEVENS & LEE, P.C.
         1818 Market Street, 29th Floor
         Philadelphia, PA 19103
         Tel: (215) 575-0100
         E-mail: bsf@stevenslee.com

                  - and -

         Nicholas F. Kajon, Esq.
         David M. Green, Esq.
         Constantine Pourakis, Esq.
         STEVENS & LEE, P.C.
         485 Madison Avenue, 20th Floor
         New York, NY 10022
         Tel: (212) 319-8500
         E-mail: nfk@stevenslee.com
                 dmg@stevenslee.com
                 cp@stevenslee.com

                  - and -

         Edward Toptani, Esq.
         TOPTANI LAW OFFICES
         127 E. 59th Street, 3rd Floor
         New York, NY 10022
         Tel: (212) 699-8930
         E-mail: edward@toptanilaw.com

                  - and -

         John M Bradham, Esq.
         David Hartheimer, Esq.
         MAZZEO SONG & BRADHAM LLP
         708 Third Avenue, 19th Floor
         New York, NY 10017
         Telephone: (212) 599-0700
         E-mail: jbradham@mazzeosong.com
                 dhartheimer@mazzeosong.com

                     About New Stream Entities

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three new stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.

The Petitioners are represented by (i) Joseph H. Huston, Jr.,
Esq., Maria Aprile Sawczuk, Esq., Meghan A. Cashman, Esq., at
Stevens & Lee, P.C., in Wilmington, Delaware, and Beth Stern
Fleming, Esq., at Stevens & Lee, P.C., in Philadelphia,
Pennsylvania, and Nicholas F. Kajon, Esq., David M. Green, Esq.,
and Constantine Pourakis, Esq., at Stevens & Lee, P.C., in New
York, (ii) Edward Toptani, Esq., at Toptani Law Offices, in New
York, and (iii) John M Bradham, Esq., and David Hartheimer, Esq.,
at Mazzeo Song & Bradham LLP, in New York.


NEW STREAM: Under Active Investigation by SEC
---------------------------------------------
New Stream Secured Capital Inc. is under investigation by the U.S.
Securities and Exchange Commission, an agency attorney said,
according to reporting by Steven Church at Bloomberg News.

According to the report, Sheldon L. Pollock, an SEC lawyer, told
U.S. Bankruptcy Judge Mary Walrath about the investigation March
15 during a court hearing in Wilmington, Delaware.  Mr. Pollock
did not provide any details about the probe during the hearing and
afterward declined to comment.

"We have an active investigation of New Stream and we are in the
process of obtaining documents," Mr. Pollock said, Bloomberg
relates.

The Company has not received a formal letter from the SEC warning
that New Stream would be charged, company attorney Kurt Gwynne
said in court.  He said New Stream is cooperating with regulators.

"We don't know what that is about," Mr. Gwynne told Judge Walrath.

SEC investigators initially tried to get documents from New Stream
voluntarily, Mr. Pollock said in court.  When that didn't work,
the agency sent New Stream a subpoena, he said.  "The debtors have
been very slow from a discovery perspective," Mr. Pollock said.

                     About New Stream Entities

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three new stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.

The Investors filed together with the petitions a request for
immediate appointment of a Chapter 11 trustee to take over
management of the assets.  The prepackaged plan offered by New
Stream, according to the Investors, "offers a mere pittance to the
US/Cayman Investors, funded primarily with 'gifts' from allegedly
senior classes traceable to funds supplied by the US/Cayman
Investors in the first place; gives the Bermuda feeder fund, the
purported senior lien holder, the vast majority of all plan
distributions; and grants releases to all wrongdoers; this after
admitting to losing almost $500 million on assets that the Fund
Manager valued at $800 million less than three years ago."

The Petitioners are represented by (i) Joseph H. Huston, Jr.,
Esq., Maria Aprile Sawczuk, Esq., Meghan A. Cashman, Esq., at
Stevens & Lee, P.C., in Wilmington, Delaware, and Beth Stern
Fleming, Esq., at Stevens & Lee, P.C., in Philadelphia,
Pennsylvania, and Nicholas F. Kajon, Esq., David M. Green, Esq.,
and Constantine Pourakis, Esq., at Stevens & Lee, P.C., in New
York, (ii) Edward Toptani, Esq., at Toptani Law Offices, in New
York, and (iii) John M Bradham, Esq., and David Hartheimer, Esq.,
at Mazzeo Song & Bradham LLP, in New York.


NEW STREAM: Hearing on Prepackaged Plan in April
------------------------------------------------
Steven Church at Bloomberg News reports that Judge Mary Walrath
scheduled a hearing in April for New Stream Secured Capital Inc.
to seek approval of its reorganization plan, including the
proposed sale.

She agreed to allow the investors behind the involuntary
bankruptcy, including the Latta Family Trust, to seek documents
from and take depositions about two funds affiliated with New
Stream.  Judge Walrath rejected the investors' request to
investigate New Stream.

Before seeking bankruptcy protection, New Stream negotiated a plan
of reorganization with creditors.  The prepackaged plan was
"overwhelmingly approved" by investors.

The Debtors have proposed that the Court hold a combined hearing
on adequacy of disclosure statement and prepetition solicitation
procedures, and the confirmation of the Prepackaged Plan.  The
Debtors propose that the combined hearing be set as soon as
practicable between the dates of April 21, 2011 and May 3, 2011.

In order to meet the timeline in a Plan Support Agreement and the
post-petition financing, the hearing to consider confirmation must
take place not later than May 12, 2011.

Over the last eight years, NSSC has invested primarily by making
loans and equity investments.  The aggregate indebtedness secured
by the investment portfolio of NSSC is approximately $688,412,974.
This debt is divided into two tranches.  The secured claims of the
NSSC Bermuda Lenders, in the approximate amount of $369,066,322,
have first priority over the secured claims of the Cayman Fund and
US Fund, which are parri passu; the claims of the Cayman Fund and
US Fund aggregate $319,346,652.

NSI is indebted to certain segregated account classes of the
Bermuda Fund in the approximate amount of $81,573,376.

The Plan is predicated on a rapidly executed sale of NSI's
portfolio of life settlement contracts on the terms set forth in
the asset purchase agreement with MIO Partners, Inc., an affiliate
of several investors in the US Fund and Cayman Funds.  MIO has
designated Limited Life Assets Master Limited and Limited Life
Assets Holdings Limited as the purchasers.

The Plan provides for both the implementation of this asset sale
and the allocation of the net proceeds among the Debtors' secured
creditors.

The Plan provided for the sale of the NSI Insurance Portfolio
either pursuant to a "Consensual Process" or a "Cramdown Process".
However, since Class 3 (which is described more fully in 104,
infra) has voted to accept the Plan, the sale will take place
pursuant to the Consensual Process and the Debtors do not
presently intend to seek approval of the Insurance Portfolio Sale
pursuant to Section 363 of the Bankruptcy Code prior to seeking
confirmation of the Plan.

The Plan treats creditors as follows:

    -- NSI Bermuda Lenders under Class 1, owed $81,573,376, which
       have voted to accept the plan, will receive less than the
       full amount owed.  Payment will be from the net proceeds of
       the Insurance Portfolio Sale

    -- NSSC Bermuda Lenders under Class 2, owed $396,066,322,
       which hold a first lien on the investment portfolio of
       NSSC, will (1) receive will receive a distribution from the
       remaining proceeds of the Insurance Portfolio Sale and (2)
       substantially all of the remainder of NSSC's assets, except
       for certain assets that are being released for the benefit
       of the Class 3 Claims.  They voted in favor the Plan.

    -- All holders of US-Cayman Claims, under Class 3, in the
       aggregate amount of $319,346,653, will each receive a
       percentage share of periodic distributions of the net
       proceeds from the liquidation of the common stock of North
       Star Financial Services Limited and specific assets and
       certain real estate and commercial loans (collectively
       identified as USC Wind Down Assets).  In addition, holders
       of Class 3 Claims who voted to accept the Plan, and thereby
       grant the third-party releases provided for in section 12.5
       of the Plan, will be entitled to receive a cash payment
       from the Global Settlement Fund upon the Plan's Effective
       Date.  Under the Global Settlement, the Purchaser and
       Creditors in Classes 1 and 2, in exchange for the "yes"
       vote and the third-party releases, have agreed to provide
       funding for cash payments (expected to aggregate
       $15 million) to Class 3 claimants.

    -- Holders of general unsecured claims against NSI and NSCI,
       under Classes 4(a) and (d), will be paid in full and are
       not impaired under the Plan.  Each holder of allowed
       general unsecured claim against NSC, in Class 4(c), will
       share, on a pro rata basis, in a cash distribution of.
       Holders of general unsecured claims against NSSC, in Class
       4(b), will not receive any distribution or retain any
       property on account of such Claims and pursuant to
       Bankruptcy Code Sec. 1126(g) this Class is deemed not to
       have accepted the Plan.

    -- Holders of the Class 5(a) Interests in NSI that are
       currently held by NSSC will continue to be held by NSSC and
       the Class 5(d) Interests in NSCI that are currently held by
       the Cayman Funds will continue to be held by the Cayman
       Funds.  Class 5(b) Interests in NSSC and Class 5(c)
       Interests in NSC will be extinguished and the Holders of
       Interests in Class 5(b) and Class 5(a) shall not receive or
       retain any property on account of such Interests.

Each holder of a claim in Classes 1, 2, 3 and 4(c) was entitled to
vote either to accept or reject the Plan

A copy of the Plan is available for free at:

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

A copy of the Disclosure Statement explaining the terms of the
Plan is available for free at:

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

                     About New Stream Entities

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three new stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.

The Investors filed together with the petitions a request for
immediate appointment of a Chapter 11 trustee to take over
management of the assets.  The prepackaged plan offered by New
Stream, according to the Investors, "offers a mere pittance to the
US/Cayman Investors, funded primarily with 'gifts' from allegedly
senior classes traceable to funds supplied by the US/Cayman
Investors in the first place; gives the Bermuda feeder fund, the
purported senior lien holder, the vast majority of all plan
distributions; and grants releases to all wrongdoers; this after
admitting to losing almost $500 million on assets that the Fund
Manager valued at $800 million less than three years ago."

The Petitioners are represented by (i) Joseph H. Huston, Jr.,
Esq., Maria Aprile Sawczuk, Esq., Meghan A. Cashman, Esq., at
Stevens & Lee, P.C., in Wilmington, Delaware, and Beth Stern
Fleming, Esq., at Stevens & Lee, P.C., in Philadelphia,
Pennsylvania, and Nicholas F. Kajon, Esq., David M. Green, Esq.,
and Constantine Pourakis, Esq., at Stevens & Lee, P.C., in New
York, (ii) Edward Toptani, Esq., at Toptani Law Offices, in New
York, and (iii) John M Bradham, Esq., and David Hartheimer, Esq.,
at Mazzeo Song & Bradham LLP, in New York.


NEW STREAM: Wants to Obtain DIP Financing, Use Cash Collateral
--------------------------------------------------------------
New Stream Secured Capital, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to obtain
postpetition secured financing from a syndicate of lenders led by
MIO Partners, Inc., as administrative agent and collateral agent.

The DIP Lenders have committed to provide up to $56,824,935, with
up to $8 million, made available upon entry of an interim court
order.  Upon entry of the Final Order the DIP Facility will
consist of $15 million of new financing and a roll-up of
$41,824,935 of the prepetition senior loan obligations.  The
termination date for the facility is May 16, 2011.

A copy of the DIP financing agreement is available for free at:

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

Kurt F. Gwynne, Esq., at Reed Smith LLP, explains that the Debtors
need the money to fund their Chapter 11 case, pay suppliers and
other parties.

The DIP facility will incur interest at LIBOR, plus 5.50% with a
LIBOR floor of 3.50%.  In the event of default, the Debtors will
pay an additional 2.00% default interest per annum.

The Debtors are required to pay a host of fees, including:
(i) initial fee -- 2.50% of the Additional Commitment, payable to
the Administrative Agent for the account of each DIP Lender;
(ii) unused commitment fee -- 0.25% per annum on the unused
portion of the DIP Credit Facility at times as outstanding loans
thereunder are less than the amount of the total commitment; and
(iii) agent fee -- $50,000 per month until the occurrence of the
DIP expiration date.

The Debtors will grant senior, first-priority, fully-perfected
liens to the Collateral Agent, for the benefit of the DIP Lenders,
upon all of the collateral, which DIP Liens will prime all NSI
prepetition liens and any other liens on the collateral, other
than the MIO prepetition liens, as to which the DIP Liens will be
pari passu.  The Debtors will also grant superpriority claims to
the Collateral Agent, for the benefit of the DIP Lenders, and to
the DIP Lenders, with priority over all administrative expenses.

                     Cash Collateral Use

The Debtors also seek the Court's permission to use cash
collateral in which the MIO prepetition lenders and NSI
prepetition lenders have an interest.

Prior to the Petition Date, MIO prepetition lenders SSALT Fund
Limited, Compass Special Situations Fund LLC, Compass Coss Master
Limited, and Special Situations Fund LP provided financing to NSI
under a certain secured promissory note, dated as of Aug. 4, 2010,
in the original principal amount of $25 million.  As of the
Petition Date, NSI was liable to the MIO Prepetition Lenders in
the amount of $41,824,935 which includes fees and expenses
incurred under and in connection with the prepetition senior
credit agreement.

The prepetition senior loan obligations are secured by first
priority, fully perfected security interests in and liens on all
of NSI's right, title and interest in, to and under the (a)
Additional Life Insurance Policy Portfolio, (b) Life Insurance
Policy Portfolio, (c) the New Stream Securities Account and all
property contained or credited therein, (d) all Instruments and
Documents evidencing any of the foregoing, (e) all Supporting
Obligations and Payment Intangibles in respect of any of the
foregoing, (f) all books and records pertaining to any of the
foregoing, (g) all proceeds and products of any of the foregoing,
and (h) all collateral security and guarantees given by any person
or entity with respect to any of the foregoing.

The Prepetition Secured Obligations are also secured pursuant to
the Aug. 4, 2010 Securities Account Control Agreement among the
MIO Prepetition Lenders, NSI, and Bank of Utah, as Securities
Intermediary, as amended and modified by that first amendment
thereto and as further amended and modified by that certain
Amendment No. 2 to the Nov. 8, 2010 Securities Account Control
Agreement.

Prior to the Petition Date, NSSC and Segregated Account Class C of
New Stream Capital Fund Limited, NSSC and Segregated Account Class
F of NS Capital Fund, and NSSC and Segregated Account Class I of
NS Capital Fund provided financing to NSI.  As of the Petition
Date, NSI was liable to the NSI Prepetition Lenders in at least
$81,573,375 and for fees and expenses incurred under and in
connection with the NSI Pre-Petition Loan Agreements.  The
Prepetition Subordinated Loan Obligations are secured by fully-
perfected security interests in and liens on all of NSI's right,
title and interest in, to and under the NSI Life Portfolio and the
other collateral, which security interests and liens are
subordinated to the Prepetition Senior Liens.

In exchange for the use of cash collateral, the Debtors will grant
adequate protection to the prepetition lien holders.  Adequate
protection will consist of replacement liens and superpriority
claims; provided, however, that the superpriority claims granted
to prepetition lien holders will be junior in all respects to the
superpriority claims granted to the DIP Lenders, and superpriority
claims granted to the MIO Prepetition Lenders will be senior in
all respects to the superpriority claims granted to the NSI
Prepetition Lenders.

                     About New Stream Entities

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three new stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.

The Investors filed together with the petitions a request for an
immediate appointment of a Chapter 11 trustee to take over
management of the assets.  The prepackaged plan offered by New
Stream, according to the Investors, "offers a mere pittance to the
US/Cayman Investors, funded primarily with 'gifts' from allegedly
senior classes traceable to funds supplied by the US/Cayman
Investors in the first place; gives the Bermuda feeder fund, the
purported senior lien holder, the vast majority of all plan
distributions; and grants releases to all wrongdoers; this after
admitting to losing almost $500 million on assets that the Fund
Manager valued at $800 million less than three years ago."

The Petitioners are represented by (i) Joseph H. Huston, Jr.,
Esq., Maria Aprile Sawczuk, Esq., Meghan A. Cashman, Esq., at
Stevens & Lee, P.C., in Wilmington, Delaware, and Beth Stern
Fleming, Esq., at Stevens & Lee, P.C., in Philadelphia,
Pennsylvania, and Nicholas F. Kajon, Esq., David M. Green, Esq.,
and Constantine Pourakis, Esq., at Stevens & Lee, P.C., in New
York, (ii) Edward Toptani, Esq., at Toptani Law Offices, in New
York, and (iii) John M Bradham, Esq., and David Hartheimer, Esq.,
at Mazzeo Song & Bradham LLP, in New York.


OLDE PRAIRIE: Can't Use New DIP Loan to Pay for Prior Expenses
--------------------------------------------------------------
Bankruptcy Judge Jack B. Schmetterer granted, in part, and denied,
in part, Olde Prairie Block Owner, LLC's request under 11 U.S.C.
Sec. 364(d) to borrow up to $4 million in exchange for a priming
lien on its property.

JMB Capital Partners LP is Debtor's proposed new lender.  The
Debtor negotiated an arm's-length agreement with JMB for a
relatively small loan of up to $4 million.  In exchange, the
Debtor proposes to grant JMB (1) a new senior lien on its property
that would prime CenterPoint Properties Trust's lien and (2) a
"superpriority" administrative expense.

CenterPoint, the Debtor's current secured lender, objects.
CenterPoint asserts a secured claim of about $48,000,000.  The
Debtor has been found to have an equity cushion over debt of more
than $30 million.

In his ruling, Judge Schmetterer authorized the Debtor to obtain
credit in return for a priming lien on the Debtor's property that
is encumbered by CenterPoint's lien, liens on the Debtor's
unencumbered property, and a superpriority administrative expense
claim, but only to the extent the Debtor has not already obtained
credit and to the extent a payee's services will provide a benefit
to the estate.  Specifically, the Debtor is authorized to borrow
from JMB on terms requested only enough to net a total of
$2,007,639, which may be used to pay certain providers in amounts
indicated by the Court's order.  The payees and the amount to be
paid are:

     1. Cook County, $141,612 to pay the next due installment of
real estate taxes.

     2. The Continental Companies, LLC, $381,000.

     3. Mid-Chicago, LLC, $9,000.

     4. Development Design Group, Inc., $340,300.

     5. Gaia Tech, $10,000.

     6. HVS Global, $17,000.

     7. Wildman Harrold, $75,000.

     8. Midwest Chicago, LLC, $150,000.

     9. S.B. Friedman & Co., $190,000, provided that no payment
may be made to it except under contract with the Debtor approved
by the Court on subsequent motion.  The Debtor may not use JMB
funds to pay S.B. Friedman unless the Debtor executes a contract
with it.

    10. Cullen & Associates, $8,000.

    11. Res Publica, $25,000.

    12. Daley George, $50,000.

    13. Marcus, Clegg & Mistretta, $30,000, provided that no
payment may be made to it except under contract with the Debtor
approved by the Court on subsequent motion.  The Debtor may not
use JMB funds to pay the law firm unless the Debtor executes a
contract with it.

    14. Ungaretti & Harris, LLP, $375,727.

    15. Righeimer, Martin & Cinquino, $80,000.

    16. CRT Capital Group LLC, $125,000.

The Debtor will not be authorized to borrow from JMB funds that
would be used:

     1. To pay for traffic or structural studies.  The Debtor has
shown that those studies would benefit the estate and would not
jeopardize CenterPoint's collateral. However, Debtor has not
presented evidence as to the cost of those services.

     2. To pay Walker Wilcox.  The Debtor seeks to pay Walker
Wilcox for services previously performed, not for future services.
Because the firm has provided services on an unsecured credit
basis to the Debtor, the Debtor cannot now meet the standards for
using funds out of the proposed JMB loan to pay the firm's fees.

     3. To pay Ostrow Reisen Berk & Abrams.  The Debtor did not
satisfactorily show how this accounting firm's proposed services
will benefit its estate.

     4. To pay "general or administrative" expenses.  The Debtor
did not present evidence at trial regarding need for an office, an
office assistant, or the like.  It cannot not be determined on
this record what benefit this would have for the estate, whether
these expenses are necessary, whether the costs are reasonable, or
whether these expenses would unfairly jeopardize CenterPoint's
collateral.

     5. To repay Pamela Gleichman, the Debtor's developer, or any
other entity or individual the amounts of any payments or
retainers they advanced to any of the above payees.  Entrepreneurs
who advance expenses may take personal risks in their pursuit of
possible profit, and those unsecured voluntary advances cannot
qualify under standards required for a priming lien.

     6. To pay Coman & Anderson, P.C.  The Objection of Coman &
Anderson, P.C., will be overruled.  Its allowed administrative
expense claim for work on behalf of a replaced state-court
receiver has already accrued.  The Debtor may not borrow from JMB
to pay for prior expenses.

A copy of the Court's March 11, 2011 Findings of Fact and
Conclusions of Law is available at http://is.gd/IubFPJfrom
Leagle.com.

                  About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, owns two adjacent parcels of land
just north of McCormick Place in Chicago, Ill.  The Company sought
chapter 11 protection (Bankr. N.D. Ill. Case No. 10-22668) on
May 18, 2010.  The Debtor is represented by John E. Gierum, Esq.,
at Gierum & Mantas in Rosemont, Ill., and John Ruskusky, Esq.,
George R. Mesires, Esq., and Nile N. Park, Esq., at Ungaretti &
Harris LLP, in Chicago, Ill.  The Debtor estimated assets of
$100 million to $500 million and liabilities of $10 million to
$50 million at the time of the filing.  The Debtor filed a
Chapter 11 plan on Sept. 11, 2010, and a copy of that plan is
available at http://bankrupt.com/misc/OLDEPRAIRE_Plan.pdfat no
charge.


PETTERS CO: Ch. 11 Trustee Seeks Nod to Sell Sun Country Airlines
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that in an effort to clear Sun
Country Airlines for new ownership, the trustee overseeing the
wind-down of fraud-ridden Petters Co. is seeking bankruptcy-court
permission to sign off on a sale of the Minnesota carrier, which
is still controlled by the remnants of convicted Ponzi schemer Tom
Petters's business empire.

A sale of Sun Country, officially known as MN Airlines LLC, would
generate cash that could provide a recovery for Petters Co.
creditors, said trustee Douglas A. Kelley in papers filed with the
U.S. Bankruptcy Court in Minneapolis, according to DBR.

DBR notes that the airline has received an offer that has the
potential to "maximize the value" of Sun Country's stock, Kelley
said in court papers.  Mr. Kelly did not disclose the bidder or
the amount of the offer.

As a privately held airline that itself emerged from bankruptcy
protection last month, Sun Country's stock is currently illiquid,
Mr. Kelley said, the report adds.

                    About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  James
A. Lodoen, Esq., at Lindquist & Vennum P.L.L.P., represents the
Debtors as counsel.  In its petition, Petters Company estimated
its debts at $500 million and $1 billion.  Parent Petters Group
Worldwide estimated its debts at not more than $50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PHILADELPHIA RITTENHOUSE: Sues iStar, Accuses 'Loan to Own' Ploy
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Philadelphia Rittenhouse
Developer LP is suing iStar Financial Inc., accusing the lender of
hatching a "loan to own scheme" aimed at defrauding the
condominium owner and its mezzanine lender out of their interests
in the downtown luxury property.

                  About Philadelphia Rittenhouse

Philadelphia Rittenhouse Developer, L.P. is a joint venture
between ARC Properties, Inc., based in Clifton, New Jersey, and
Philadelphia-based Wheeler Brothers Holdings, LLC.  The Company
was formed to develop 10 Rittenhouse Square, a 33-story
condominium building in Philadelphia.

Rittenhouse filed for chapter 11 bankruptcy in response
to an action in Pennsylvania state court seeking to appoint a
receiver for the development project, which was brought by one of
the Company's lenders, iStar Tara, LLC.

Rittenhouse filed a Chapter 11 petition on Dec. 30, 2010 (Bankr.
E.D. Pa. Case No. 10-31201).  Albert A. Ciardi, III, Esq., at
Ciardi Ciardi & Astin, P.C., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at
$100 million to $500 million.  iStar Tara, LLC is represented in
the chapter 11 case by the firm of Blank Rome LLP.


PHOENIX BUSINESS: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Phoenix Business Trust
        39572 Avenida Bonita
        Murrieta, CA 92562

Bankruptcy Case No.: 11-18200

Chapter 11 Petition Date: March 14, 2011

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Deborah J. Saltzman

Debtor's Counsel: Vance F. VanKolken, Esq.
                  LAW OFFICE OF VANCE F. VAN KOLKEN
                  23905 Clinton Keith Rd, #114-288
                  Wildomar, CA 92595
                  Tel: (951) 286-1787
                  Fax: (951) 880-0531

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

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

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-18200.pdf

The petition was signed by Barry Blythe, Trustee.


PHOENIX FOOTWEAR: Voluntarily Delists Common Stock
--------------------------------------------------
In a Form 25 filing with the U.S. Securities and Exchange
Commission, Phoenix Footwear Group, Inc., notified the U.S.
Securities and Exchange Commission regarding its intention to
voluntarily withdraw from listing or registration its common stock
under Section 12(b) of the Securities Exchange Act of 1934.

                      About Phoenix Footwear

Based in Carlsbad, California, Phoenix Footwear Group, Inc. (NYSE
Amex: PXG) specializes in quality comfort women's and men's
footwear with a design focus on fitting features.  Phoenix
Footwear designs, develops, markets and sells footwear in a wide
range of sizes and widths under the brands Trotters(R),
SoftWalk(R), and H.S. Trask(R).  The brands are primarily sold
through department stores, leading specialty and independent
retail stores, mail order catalogues and internet retailers and
are carried by approximately 650 customers in more than 900 retail
locations throughout the U.S.  Phoenix Footwear has been engaged
in the manufacture or importation and sale of quality footwear
since 1882.

The Company's balance sheet at Oct. 2, 2010, showed $10,837,000
in total assets, $6,760,000 in total liabilities, and $4,077,000
in stockholders' equity.

As reported by the Troubled Company Reporter on Nov. 29, 2010, the
Company said in its quarterly report on Form 10-Q for the period
ended Oct. 2, 2010, that the severe global recession has been
challenging during the past two years and has dramatically
affected the Company's business as it is dependent on consumer
demand for its products.  During this time, the Company has faced
significant working capital constraints as the result of the
decline in sales, expenditures, and obligations associated with
its restructuring and diminished borrowing capacity.  These
factors, together with net losses and negative cash flows during
the past three fiscal years, raise substantial doubt about the
Company's ability to continue as a going concern.


PJ FINANCE: Taps Edwards Angell as Local Delaware Counsel
---------------------------------------------------------
PJ Finance Company, LLC, et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
Edwards Angell Palmer & dodge LLP as local Delaware counsel,
effective as of the Petition Date.

EAPD will, among other things:

     a. advise the Debtors with respect to general corporate
        matters;

     b. advise the Debtors with respect to litigation and assist
        the Debtors in management and coordination of other
        litigation counsel;

     c. attend meetings and negotiate with representatives of
        creditors and other parties in interest; and

     d. negotiate and prepare on the Debtors' behalf a plan of
        reorganization, disclosure statement, and all related
        agreements and documents, and take any necessary action on
        behalf of the Debtors to obtain confirmation of the plan.

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

        Stuart M. Brown, Partner                   $650
        Michelle E. Marino, Associate              $400
        Carolyn B. Fox, Paralegal                  $220
        Charlotte A. Neuberger, Paralegal          $185
        Partners                                $345-$1,000
        Counsel                                 $275-$700
        Associates                              $135-$505
        Legal Assistants/Paralegals              $40-$315

To the best of the Debtors' knowledge, EAPD is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code.

                         About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance filed for Chapter 11 bankruptcy protection on March 7,
2011 (Bankr. D. Del. Case No. 11-10688).

Affiliates PJ Holding Company Manager, LLC (Bankr. D. Del. Case
No. 11-10692); PJ Holding Company, LLC (Bankr. D. Del. Case No.
11-10693); Alliance PJRT GP, Inc. (Bankr. D. Del. Case No. 11-
10695); Alliance PJWE GP, L.L.C. (Bankr. D. Del. Case No. 11-
10697); Alliance PJRT Limited Partnership (Bankr. D. Del. Case No.
11-10699); and Alliance PJWE Limited Partnership (Bankr. D. Del.
Case No. 11-10700) filed separate Chapter 11 petitions.

The cases are jointly administered, with PJ Finance Company as the
lead case.

Richard A. Chesley, Esq., and Kimberly D. Newmarch, Esq., at
DLA Piper LLP (US), serve as the Debtors' bankruptcy counsel.

Kurtzman Carson Consultants, LLC, is the Debtors' claims and
notice agent.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to BankofAmerica) and
total debts of at least $479 million ($475 million owed to BofA,
$4.4 million trade debt).


POINT BLANK: Bankruptcy Judge Approves SEC Lawsuit Settlement
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Point Blank Solutions Inc.
said it won court approval of a deal it struck with the U.S.
Securities & Exchange Commission, which has accused the body-armor
manufacturer and its executives of securities fraud.

As reported in the Troubled Company Reporter on March 1, 2011,
Point Blank Solutions Inc. struck a deal to head off a potential
lawsuit from the SEC accusing it of fraud and other violations of
securities rules.  The SEC has already filed complaints against
three of the company's former officers, alleging that they
defrauded investors.

The SEC alleges that Pompano Beach, Fla.-based DHB Industries --
now known as Point Blank Solutions -- engaged in pervasive
accounting and disclosure fraud through its senior officers and
misappropriated company assets to personally benefit the former
CEO. This resulted in the filing of materially false and
misleading periodic reports to investors.  The SEC further alleges
that outside directors Jerome Krantz, Cary Chasin, and Gary
Nadelman were willfully blind to numerous red flags signaling the
accounting fraud, reporting violations, and misappropriation at
DHB.

The SEC previously charged former DHB CEO David Brooks as well as
two other former DHB senior officers for their roles in the fraud.

The SEC filed two separate complaints in U.S. District Court for
the Southern District of Florida against DHB and the former
outside directors.  According to the SEC's complaint against
Krantz, Chasin, and Nadelman, their willful blindness to red flags
allowed senior management to manipulate the company's reported
gross profit, net income, and other key figures in its earnings
releases and public filings between 2003 and 2005.

Point Blank has agreed to settle with the SEC and agreed to a
permanent injunction from future violations.  The proposed
settlement took into account the remedial measures already taken
by the company.

The SEC's case was investigated by attorneys Sondra Hickey Panahi,
Christine Lynch, and Chedly C. Dumornay, and accountant Michelle
Lama of the SEC's Miami Regional Office. Christopher Martin of the
Miami Regional Office will be litigating the SEC's case.

A copy of the SEC's suit against the Company is available at:

          http://is.gd/EcOIuM

A copy of the SEC's suit against the directors is available at:

          http://is.gd/5t4xJ4

                         About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No.
10-11255).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel
to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP
serves as corporate counsel.  T. Scott Avila of CRG Partners Group
LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as
co-counsel.


QUANTUM FUEL: Signs Deals for Sale of Shares
--------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., amended and
supplemented its current report on Form 8-K it filed on Feb. 17,
2011.

As a result of a private placement, the exercise price for
warrants issued August 2008 was decreased to $43.65 and the number
of shares subject to the warrants was increased to 1,237,758.

On Jan. 19, 2011, the Company's senior lender demanded payment of
$500,000 due under a certain promissory note referred to in the
Company's financial statements as "Term Note B".  The Company
exercised its contractual right to satisfy the payment demand in
shares of its common stock.  On Jan. 31, 2011, the Company issued
its senior lender 53,384 (on a post 1-for-20 reverse stock split
basis) shares of its common stock in payment of the $500,000 so
demanded.  The shares issued by the Company to its senior lender
were issued to an accredited investor in a transaction exempt from
Registration pursuant to Section 4(2) of the Securities Act of
1933.  The transaction did not involve a public offering, was made
without general solicitation or advertising, and there were no
underwriting commissions or discounts.

On Feb. 16, 2011, the Company entered into separate Securities
Purchase Agreements with certain "accredited investors", as that
term is defined in Rule 501(a) of Regulation D under the United
States Securities Act of 1933, as amended, for the sale and
purchase of approximately 1.5 million shares of the Company's
common stock and warrants to purchase additional shares of the
Company's common stock.  The aggregate purchase price to be
received by the Company is approximately $7.7 million, of which
apporoximately $5.7 million will be paid in cash and
appproximately $2.0 million will be paid by the reduction of debt
owed by the Company to its senior secured lender.  The purchase
price of $5.07 per share represented a 15% discount from the
closing price of the Company's common stock on Feb. 16, 2011.  In
addition, Investors that held either a Common Stock Purchase
Warrant A or Common Stock Purchase Warrant B issued by the Company
in a private placement that was completed on June 22, 2007
surrendered their June 2007 Warrants for cancellation and received
a new warrant entitling such Investor to purchase a number of
shares equal to 80% of the number of shares subject to the
cancelled June 2007 Warrant.  Under each of the Securities
Purchase Agreement, each of the Investors has a right to
participate in future financings by the Company for one year after
the closing, subject to certain excluded transactions and
issuances of certain excluded securities.

The total number of shares of common stock issuable upon exercise
of the A Warrants and B Warrants is approximately 1.15 million,
consisting of approximately 750,000 shares underlying the A
Warrants and 400,000 shares underlying the B Warrants.  The number
of shares underlying the cancelled June 2007 Warrants was
approximately 500,000.  The exercise price for the A Warrants is
$6.57, which equals 110% of the closing price of the Company's
common stock on February 16, 2011.  The exercise price for the B
Warrants is $6.00, which represents the consolidated closing bid
price of the Company's common stock on Feb. 16, 2011.  Both the A
Warrants and B Warrants cannot be exercised until six months after
issuance, have five year terms, contain standard anti-dilution
provisions, and permit the holder to exercise on a cashless basis
unless at the time of exercise the shares underlying the A Warrant
or B Warrant being exercised are covered by an effective
registration statement, in which case, the exercise must be for
cash.  The A Warrants and B Warrants otherwise have similar terms
and conditions, except that the B Warrants contain a provision
that entitles the holder to receive a cash payment equal to the
black-scholes value of the unexercised portion of the B Warrant in
the event of certain "change in control" transactions.

The Company and the Investors will enter into a Registration
Rights Agreement pursuant to which the Company will agree to file
a registration statement within 15 calendar days of closing, to
register the resale of the shares of common stock acquired by the
Investors at closing, and to register the resale of the shares
issuable upon exercise of the A Warrants and the B Warrants.  The
Company agreed to use its best efforts to cause the registration
statement to be declared effective within 45 days of the closing.
In the event the Company fails to file the registration statement
by the Required Filing Date or fails to have such registration
statement declared effective by the Required Effective Date, the
Company is obligated to pay the Investors as compensation for such
delay an amount equal to 1% of the purchase price until the
earlier of (i) the date the delay is cured or (ii) the date that
the shares of common stock so purchased are eligible for resale
pursuant to Rule 144 under the Securities Act; provided, however,
under no circumstances shall the total amount of such payments
exceed 12% of the purchase price.

The closing of the offering is subject to the satisfaction of
customary closing conditions and is expected to close on or before
Feb. 18, 2011.

The net proceeds from the transaction will be used as follows: (i)
$500,000 for the repayment in full of all amounts owed to the
Lender and/or any of its affiliated or related persons under the
Line of Credit simultaneously with the closing, (ii) up to $2.0
million for the repayment in full on or before April 29, 2011, of
all amounts due under the bridge promissory notes issued by the
Company that are scheduled to mature on April 29, 2011, and (iii)
for general corporate purposes, provided that none of such
proceeds will be used to redeem any Company equity or equity-
equivalent securities or to settle any outstanding litigation.

The Company will pay its placement agent, Roth Capital Partners,
LLC, a cash fee of $342,000 for its services in connection with
the Private Placement.

Immediately prior to the Company's and the Investors' execution of
the Securities Purchase Agreements, the Company and the Lender
entered into a separate agreement under which the Company and
Lender agreed that: (i) the Lender's purchase price of
approximately $2.0 million would be paid by reducing the amount
owed by the Company to the Lender under the $5.0 million line of
credit established by the Ninth Amendment to Credit Agreement,
from $2.5 million to $500,000, (ii) the Company would repay the
remaining $500,000 due under the Line of Credit from the cash
proceeds received from the Private Placement, (iii) the Line of
Credit and the Company's right to request advances thereunder
would be terminated, (iv) the Lender would not sell, transfer or
otherwise dispose of the common stock and warrants being acquired
under its Securities Purchase Agreement and any common stock
issued or issuable upon Lender's exercise of its A Warrant or B
Warrant until such time that all Investors are able to sell under
an effective registration statement or pursuant to Rule 144
promulgated under the Securities Act, and (v) the common stock
purchase warrant issued by the Company to Lender on Jan. 3, 2011
was amended to prohibit the Lender from exercising such warrant
for a period of six months following the closing date of the
Private Placement.

As a result of the Private Placement, the full ratchet anti-
dilution price reset provision contained in the warrants issued by
the Company on Oct. 27, 2006 and the weighted-average anti-
dilution price reset provision contained in the Aug. 19, 2008.
The exercise price for the October 2006 Warrants was reset from
$9.00 to $5.07 and the number of shares subject to the October
2006 Warrants was increased from 433,110 to 768,835.

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
January 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company recorded a net loss of $28.0 million in fiscal 2009,
compared to a net loss of $86.8 million in fiscal 2008.


QUINCY MEDICAL: Hires Navigant to Review Strategic Options
----------------------------------------------------------
Boston Business Journal's Craig M. Douglas reports that Quincy
Medical Center told bondholders late Monday that it has hired
investment banker Navigant Capital Advisors of Skokie, Ill., to
weigh its strategic options.  Quincy said it had retained Navigant
"in accordance with the terms of the master agreement between the
medical center and the issuer of its bonds."

The report says Quincy did not respond to calls for comment
Monday.

The report notes that Quincy in its annual report for the fiscal
year ended Sept. 30, indicated that its recurring "deficiencies of
revenues over expenses" as well as negative cash flows from
operations and debt-covenant violations have raised "substantial
doubt about its ability to continue as a going concern."  The
report relates Quincy has cut 14 management positions, slashed
employee wages by 3%, boosted employee contributions to benefits
costs and ended the medical center's match for its 403(b)
retirement program.

According to the report, Quincy also hired a consulting firm to
identify potential savings, an effort that already has trimmed
costs by $7.5 million, but did not say whether Navigant was the
same consultant used to identify cost cuts.

The report notes that Navigant has a long list of deals involving
health care providers of similar size and scope as Quincy Medical,
including Brotman Medical Center in Culver City, Calif.; Catskill
Regional Medical Center in Harris, N.Y.; The Atlanta Cardiology
Group in Georgia; and Extend Health Inc. of South Jordon, Utah.

Quincy Medical Center is a 196-bed, nonprofit hospital.


RADLAX GATEWAY: Court Denies Tresspassing Claim
-----------------------------------------------
LAX Enterprise, L.P., asserts that it is entitled to an
administrative expense claim under section 503(b) of the
Bankruptcy Code due to RadLAX Gateway Hotel, LLC's alleged
trespass on Enterprise's easement.  Bankruptcy Judge Bruce W.
Black denied the request.  Judge Black said the easement documents
do not show a clear indication that LAX Enterprise was given an
exclusive easement.  LAX Enterprise has also failed to show that
any alleged trespass flowed from the postpetition operation of the
Debtors' business.   A copy of Judge Black's March 10, 2011
Memorandum Decision is available at http://is.gd/L6LYHXfrom
Leagle.com.

                 About RadLAX Gateway Hotel

RadLAX Gateway Hotel LLC owns the Radisson hotel at Los Angeles
International Airport.  Affiliate River Road Hotel Partners, LLC,
developed and manage the InterContinental Hotel Chicago O'Hare
located in Rosemont, Illinois.  Both are ultimately controlled
owned by Harp Group.

RadLAX Gateway Hotel, LLC, and RadLax Gateway Deck, LLC, filed for
Chapter 11 on Aug. 17, 2009 (Bankr. N.D. Ill. Case No 09-30047),
estimating assets at $50 million to $100 million.

River Road and its affiliates filed for Chapter 11 in Chicago on
August 17, 2009 (Bankr. N.D. Ill. Lead Case No. 09-30029).  Based
in Oak Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.


RITE AID: May Effect a One-Time Stock Option Exchange Program
-------------------------------------------------------------
Rite Aid Corporation filed with the U.S. Securities and Exchange
Commission a presentation that was given to a group of associates
of the Company, dated March 2, 2011, which describes a one-time
stock option exchange program previously approved by Rite Aid
stockholders and expected to occur in the near future.  The
presentation does not constitute an offer to holders of the
Company's outstanding stock options to exchange those options.

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

                http://ResearchArchives.com/t/s?751a

                          About Rite Aid

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid carries 'Caa2' probability of default and corporate
family ratings from Moody's Investors Service.  It has a 'B-'
corporate credit rating from Standard & Poor's Ratings Services.

The Company's balance sheet at Nov. 27, 2010, showed $7.8 billion
in total assets, $9.8 billion in total liabilities, and a
stockholders' deficit of $2.0 billion.


RIVER EAST: Section 341(a) Meeting Slated for March 16
------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of creditors
of River East Plaza LLC on March 16, 2011, at 1:30 p.m., at 219
South Dearborn, Office of the U.S. Trustee, 8th Floor, Room 802 in
Chicago, Illinois.

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

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

Chicago, Illinois-based River East Plaza, LLC, filed for Chapter
11 bankruptcy protection on February 10, 2011 (Bankr. N.D. Ill.
Case No. 11-05141).  Michael E. Gosman, Esq., at Whyte Hirschboeck
Dudek S.C., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


ROUND TABLE: Taps McNutt Law & St. James as Co-Counsel
------------------------------------------------------
Round Table Pizza Inc. asks the U.S. Bankruptcy Court for the
Norther District of California for permission to employ McNutt Law
Group LLP, and St. James Law, P.C. as co-counsel.

The firm tells the Court that it requires the assistance of
Chapter 11 counsel with respect to:

   1) The requirements of the Bankruptcy Code respecting its
      operation as a Debtor in Possession;

   2) The requirements of the Office of the United States Trustee
      respecting operating matters and the filing of reports;

   3) The administration of claims, including the evaluation of
      timely filed Proofs of Claim;

   4) The treatment of executory contracts, including the leases
      of its 128 company owned stores and its franchise agreements
      governing more than 300 franchised stores;

   5) The treatment of GECC / Prudential, which holds liens
      encumbering substantially all of Round Table's pre-petition
      assets;

   6) The possibility of a sale of substantially all of Round
      Table's assets;

   7) The formulation and prosecution of a Plan of Reorganization;
      and

   8) To provide it with general counsel and representation in the
      course of its Chapter 11 proceedings.

The McNutt's professionals and their current hourly rates:

      Designations                Hourly Rates
      ------------                ------------
      Partners                     $495-$525
      Associates                   $325-$395
      Of Counsel                      $450
      Paralegals & Law Clerks      $100-$160

Michael St. James, Esq., at St. James Law, charges $565 per hour
for services rendered.

The Debtor assures the Court the firms are "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


ROUND TABLE: U.S. Trustee Forms Creditors Committee
---------------------------------------------------
August B. Landis, the U.S. Trustee for Region 17, appointed three
creditors to serve on an Official Committee of Unsecured Creditors
of Round Table Pizza Inc.

The members of the Committee are:

   a) William Foley
      212 Elder Court
      San Ramon, CA 94582
      Tel: (925) 640-9777
      E-mail: billfoley5@comcast.net

   b) BDC 5 Mile Plaza, LP
      c/o Browman Development Company, Inc.
      1556 Parkside Drive
      Walnut Creek, CA 94596
      Attn: Mario Albert, General Counsel
      Tel: (925) 588-2229
      Fax: (925) 588-2230
      E-mail: malbert@browmandevelopment.com

   c) Leone Advertising
      2024 Santa Cruz Avenue
      Menlo Park, CA 94025
      Tel: (650) 854-5895 ext. 535
      Fax: (650) 854-7576
      E-mail: Laurel@leonead.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


ROUND TABLE: Taps Huntly Mullaney as Real Estate Consultant
-----------------------------------------------------------
Round Table Pizza Inc. asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ Huntley,
Mullaney, Spargo & Sullivan Inc. as real estate consultant.

The firm is expected to negotiate with the landlords of closed
stores, seeking to liquidate their claims for stub rent, and
rejection damages on favorable terms.

In order to provide the greatest incentive to the firm, the Debtor
negotiated an agreement through which substantially all of the
firm's compensation is structured as a commission based on savings
achieved.  Specifically, the firm's compensation is as follows:

   1) A flat fee of $7,500 per month, 50% of which will be
      credited against Incentive compensation; and

   2) Incentive compensation for leases retained in the amount of
      14% of reductions in the Lease Obligation achieved or new
      capital contributions provided by the landlord, and

   3) Incentive compensation for rejected leases in the amount of
      10% of claim reductions achieved.

The incentive compensation is to be paid in two installments: 50%
upon entry of a Court order assuming the lease and implementing
the transaction and 50% upon the effective date of the Plan of
Reorganization.  The firm recognizes that leases are not likely to
be assumed until much later in the case.

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

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Judge Roger L.
Efremsky presides over the case.  Scott H. McNutt, Esq., at McNutt
Law Group serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


SAINT VINCENTS: Bankruptcy Court Will Hear NY WARN Act Claim
------------------------------------------------------------
The Bankruptcy Court ruled that it has core jurisdiction to
determine both the allowance and the amount of the New York State
Department of Labor's proof of claim against Saint Vincents
Catholic Medical Centers of New York.  The Court found no reason
to defer the liquidation of the claim to another forum.

The Debtors objected to the Department of Labor's claim under the
New York State Worker Adjustment and Retraining Notification Act,
and seek to have it expunged on the grounds that Saint Vincents is
not an "employer" subject to the NY State WARN Act; and even if it
was subject to the Act, Saint Vincents acted in good faith in
failing to provide the requisite notice to its employees prior to
termination.

The Department of Labor filed opposition asserting that the
"liquidating fiduciary exception" recognized under federal law has
never been applied under the NY WARN Act.  Its applicability is an
issue of first impression under New York state law and the
Department of Labor believes it should be decided first by the
state administration.  It also argues that whether the Debtor
qualifies for the "good faith" exception should be determined by
the Commissioner.  Additionally, the Department of Labor argues
that even if the "liquidating fiduciary exception" would be
applicable under New York law, the Debtors do not fall under that
exception.

In connection with the Hospital operator's closure, 1,800
employees were terminated by the end of April 2010.  During May,
June, July, and August, the Hospital continued transferring and
closing facilities and an additional 978 employees were terminated
during those months.

On Sept. 22, 2010, the Department of Labor filed a proof of claim,
asserting a $48.75 million claim for "pay back and benefits" due
to terminated Hospital employees under the NY WARN Act.  The
Department of Labor argues that the claim is entitled to
administrative priority under section 503(b)(1)(A)(ii) of the
Bankruptcy Code or, alternatively, to priority under section
507(a)(4) and/or (5) of the Bankruptcy Code.

                      About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SAI RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sai Restaurants Inc.
        dba Masala Art
        990 Great Plain Avenue
        Needham, MA 02492

Bankruptcy Case No.: 11-12080

Chapter 11 Petition Date: March 14, 2011

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

Judge: Henry J. Boroff

Debtor's Counsel: Michael R. Levin, Esq.
                  ATTORNEY MICHAEL R. LEVIN
                  1500 Providence Highway, Suite 36
                  Norwood, MA 02062
                  Tel: (781) 255-1300
                  Fax: (781) 255-1335
                  E-mail: mrlbcy@hotmail.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mab11-12080.pdf

The petition was signed by Vinod Kapoor, president.


SAND HILL: Says Plan Could Pay 100%; Seeks March 28 Extension
-------------------------------------------------------------
Sand Hill Foundation, LLC, Sand Hill Panola SWD #2 LLC, and Sand
Hill Panola SWD #5 LLC lodge a request, their fourth, for an
extension of their exclusive periods to file and solicit
acceptances of a bankruptcy plan.

The Debtors seek until March 28, 2011, to file a plan and until
July 5, 2011, to obtain acceptance of the Plan, all without
prejudice to the Debtors seeking further extensions without
exceeding the time limits of 11 U.S.C. Sec. 1121(d)(1)(A).

The Debtors said they have determined and negotiated the best
means for reorganization and are in the process of drafting their
reorganization plans.  The Debtors anticipate under the
reorganization, all creditors holding allowed claims will receive
all or substantially all of the amount of such allowed claim.

The Debtors also said they have determined a foreseeable basis for
filing viable plans of reorganization and are actively taking the
necessary steps to progress towards reorganization, including
extensive negotiations with third parties.  The negotiations have
now concluded and a definitive agreement is being finalized. In
addition, the Debtors, through counsel, have been negotiating with
creditors to satisfy debts. Specifically, the Debtors have reached
a settlement with Bass Drilling, Inc., the estates' largest
contingent creditor.

Based on the Debtors' recent progress it appears reasonable and
likely that a confirmable plan can be filed by the requested
extension date.

                           About Sand Hill

Sand Hill Foundation, LLC is an oilfield service and construction
company. Sand Hill Foundation employs 145 people and owns assets
in the approximate amount of $10,000,000 including numerous
vehicles and equipment pieces of equipment.

Sand Hill Panola SWD #2 LLC owns a saltwater disposal well in
Panola County, Texas scheduled at over $2,500,000. Sand Hill
Panola SWD #5 LLC also owns a saltwater disposal well in Panola
County, Texas scheduled at over $1,500,000.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tex. Case No. 10-90209) on May 25, 2010.  Jeffrey Wells
Oppel, Esq., at Oppel, Goldberg & Saenz P.L.L.C., assists the
Debtor in its restructuring effort.  The Company estimated its
assets and debts at $10 million to $50 million.

The U.S. Trustee has formed an official committee of unsecured
creditors in the Chapter 11 case.


SAND HILL: Wins Approval to Obtain Insurance Premium Financing
--------------------------------------------------------------
Sand Hill Foundation LLC sought and obtained court approval to
enter into an agreement to avail of insurance premium financing
from Premium Financing Specialists Inc.

Under the deal, Premium Financing agreed to provide $372,077 to
Sand Hill Foundation to pay the premiums for the Company's various
insurance policies.

In exchange for the financing, Premium Financing will be granted
lien and security interest in unearned or return premiums and
dividends payable under the insurance policies.  Those lien and
security interest will be senior to the rights of Sand Hill's
estate and to the rights of any person claiming a lien or security
interest in any assets of the company.

The agreement also assigns to Premium Financing as security any
loss payments under the insurance policies, which reduce the
unearned premiums.  Premium Financing's lien and security interest
in those payments will also be senior to the rights of Sand Hill's
estate but will be subject to the interest of any mortgagee or
other payees.

San Hill Foundation is required to make a down payment to Premium
Financing in the sum of $200,349, to avail of the financing and to
make monthly payments in the sum of $54,106, over a term of seven
months.

In case Sand Hill fails to make monthly payments, Premium
Financing can cancel the insurance policies and apply to Sand
Hill's account the unearned or return premiums and dividends as
well as any loss payments subject to the rights of mortgagees or
other loss payees.

                    About Sand Hill Foundation

Center, Texas-based Sand Hill Foundation, LLC, is an oilfield
service and construction company.  The Company filed for Chapter
11 bankruptcy protection (Bankr. E.D. Tex. Case No. 10-90209) on
May 25, 2010.  Jeffrey Wells Oppel, Esq., at Oppel, Goldberg &
Saenz P.L.L.C., assists the Debtor in its restructuring effort.
The Company estimated its assets and debts at $10 million to $50
million.

The U.S. Trustee has formed an official committee of unsecured
creditors in the Chapter 11 case.


SBE ENTERTAINMENT: Shuts Sahara Hotel Due to Losses
---------------------------------------------------
Dow Jones' DBR Small Cap reports that the Sahara Hotel and Casino
will close its doors, marking a milestone in Las Vegas's ongoing
recession as the first casino on the once-booming Las Vegas Strip
to shut down due to the recent downturn.  The report relates that
the property will be shut in May because it is losing money,
according to owner SBE Entertainment Group.

"The continued operation of the aging Sahara was no longer
economically viable," said Sahara Chief Executive Sam Nazarian in
a statement obtained by the news agency.

The closure will mean over 1,000 Sahara employees will lose their
jobs.

The Company said it will work with MGM Resorts International to
try to find jobs for employees and also to accommodate hotel
guests with reservations, DBR notes.

In the statement, the report adds, Mr. Nazarian said he and his
partners are assessing their options, which he said could include
a complete renovation and repositioning of the hotel.

Sahara Hotel and Casino is a 55-year old property in Las Vegas.


SHELBRAN INVESTMENTS: Court Approves Brennan Manna as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Shelbran Investments LP to employ Brennan, Manna &
Diamond PL as its counsel to provide legal services to the Debtor.

Robert D. Wilcox, Esq., will charge $295 per hour.  The firm's
attorneys bill between $350 and $75 per hour.

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

                    About Shelbran Investments

Ocala, Florida-based Shelbran Investments, L. P., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-
10937) on December 21, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.

The U.S. Trustee for Region 21 said it won't appoint an Official
Committee of Unsecured Creditors of Shelbran Investments because
of an insufficient number of creditors willing or able to serve on
an the committee.


SHELBRAN INVESTMENTS: Taps Kent Snyder as Real Estate Counsel
-------------------------------------------------------------
Shelbran Investments LP asks the U.S. Bankruptcy Court for the
Middle District of Florida for permission to Law Offices of Kent
Snyder as special real estate counsel.

Kent Snyder, Esq., charges $350 per hour for services rendered.
The firm's attorneys and other personnel bill between $350 and $60
per hour.

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

                    About Shelbran Investments

Ocala, Florida-based Shelbran Investments, L. P., filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 10-
10937) on December 21, 2010.  The Debtor estimated its assets and
debts at $10 million to $50 million.

The U.S. Trustee for Region 21 said it won't appoint an Official
Committee of Unsecured Creditors of Shelbran Investments because
of an insufficient number of creditors willing or able to serve on
an the committee.


SITHE/INDEPENDENCE FUNDING: Moody's Cuts Bond Ratings to 'B2'
-------------------------------------------------------------
Moody's Investors Service downgraded Sithe / Independence Funding
Corporation's 9% secured bonds due 2013 to B2 from Ba3.  The
downgrade reflects increased uncertainty for the project emanating
from increased financial strain at Dynegy Holdings Inc. (Caa1
Corporate Family Rating; negative) and board and management
departures at its ultimate parent Dynegy Inc. The outlook for
Sithe Funding remains negative.

                        Ratings Rationale

The downgrade of Sithe Funding (funding vehicle for the Sithe /
Independence Power Partners L.P. (Independence or the Project)),
recognizes the Project's close relationship with Dynegy and
considers the increased financial strain and directional
uncertainty currently facing the Dynegy organization.  The
Independence Project is not only owned by Dynegy, but Dynegy
subsidiaries conduct essentially all of its operations including,
power marketing, gas procurement, and plant operations.  Dynegy
subsidiaries are also counterparties to tolling and swap
agreements covering virtually all of the project's energy output.

As a result of continued low power prices and resulting operating
losses over the past two years, Dynegy is expected to continue
generating negative free cash flow; and, until market conditions
improve, the company will need to rely on external sources of
capital, primarily its credit facilities.  The company has
indicated that it believes that during the third quarter 2011,
DHI will not likely be able to comply with the EBITDA / Interest
covenant included in its credit facility, rendering this source
of funds unavailable and potentially triggering an acceleration
of this, and possibly other, obligations.  Dynegy has also stated
that if it is unable to amend or replace its credit facility,
or otherwise obtain additional sources of liquidity, it may be
necessary for the company to seek protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code.  Moody's further observe
that the company's 2010 financial statements received an
unqualified opinion from the company's auditors; however, the
opinion included an explanatory paragraph regarding Dynegy's
ability to continue as a going concern.

Given the tightly woven relationships between the project and
Dynegy, and the lack of certain ring-fencing features at the
project, namely an independent director, it is not clear that
Sithe Funding would be excluded from any potential Chapter 11 or
other restructuring process.  The recent departures of certain
members of Dynegy's senior management team along with its board of
directors adds considerable additional uncertainty as to the
future strategy and direction of the company, which could have
implications for the Independence Project.

Notwithstanding Independence's dependence on Dynegy, the
bondholders continue to benefit from several important structural
features.  Although all of Independence's energy sales are
essentially conducted and paid for by Dynegy subsidiaries, the
project does benefit from an Energy Purchase Agreement (the
Capacity Contract) with Consolidated Edison Company of New York
(CECONY: A3 senior unsecured, stable), to which it has sold 740
MWs of capacity through 2014; revenues generated in accordance
with the Capacity Contract are expected to more than adequately
cover the project's senior debt service payments of approximately
$87 million per year.  Revenues from the CECONY contract, (and all
other project revenues), are deposited into a trustee administered
waterfall of accounts which are managed in accordance with the
Trust Indenture and which limits cash distributions to the owners.
The bondholders also benefit from an $83 million debt service
reserve letter of credit, which has been provided by DHI but is
held by the trustee for the benefit of the bondholders.  In the
event DHI's credit facility were to terminate and no replacement
facility was arranged, the trustee could draw the letter of
credit.

Sithe Funding's B2 rating reflects Moody's view that, even in the
event Independence were to be involved in a broader restructuring
at Dynegy, the prospects for bondholders to ultimately recover
their remaining investment remains very good.  The negative
outlook considers the continuing stress and uncertainty at Dynegy;
in the event Independence were to become involved in a
restructuring, its rating may be adjusted downward.  The outlook
could be revised to stable if Dynegy's outlook were revised to
stable or if Dynegy were to be successful in significantly
improving its liquidity profile, for example, if DHI was able to
replace or amend and extend its revolving credit facility beyond
its current 2012 maturity.

Sithe/Independence Funding Corporation is a wholly owned
subsidiary of Sithe/Independence Power Partners, L.P.
(Independence or the Project), which is a 1,064 MW natural gas
fired cogeneration facility located in Oswego County, New York.
Sithe Funding's debt is guaranteed by Sithe Independence and
secured by all the assets of the project.  The Sithe Independence
is owned by Dynegy Holdings Inc. (Caa1, CFR, negative) and is
capitalized with approximately $225 million of outstanding senior
secured notes and $419 million of subordinated debt held by
Dynegy.


SLF SERIES: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: SLF Series B, LLC
        801 North 500 West, Suite #200
        Bountiful, UT 84010

Bankruptcy Case No.: 11-18211

Chapter 11 Petition Date: March 14, 2011

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Debtor's Counsel: John Saba, Esq.
                  LAW OFFICE OF JOHN SABA
                  13902 Gershon Pl
                  Santa Ana, CA 92705
                  Tel: (714) 544-1276
                  Fax: (714) 544-2307
                  E-mail: jsbklaw@gmail.com

Scheduled Assets: $1,000,020

Scheduled Debts: $358,938

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-18211.pdf

The petition was signed by Lee Brower, manager of K-Bro
Enterprises, LLC.


ST. VINCENT: Bankruptcy Court to Rule on Firing Claims
------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the bankruptcy court will determine whether St. Vincent Catholic
Medical Centers has liability to its former employees for mass
firings that took place without notice required by New York State
law.  In an 11-page opinion on March 11, U.S. Bankruptcy Judge
Cecelia G. Morris said there is "no reason to refer the
liquidation of this claim to another forum."

According to the report, the New York State Department of Labor
said there were undecided issues of state law.  The department
wanted the liability decided in a state administrative proceeding.
Judge Morris disagreed.  The dispute is within the bankruptcy
court's so-called core jurisdiction.  Furthermore, the state
submitted to bankruptcy court jurisdiction by filing a
$48.75 million claim the department said should come ahead of
claims of unsecured creditors.

Judge Morris, Mr. Rochelle points out, noted how there are several
other claims based on inadequate notice before mass-firings.
There would be unnecessary duplication if the issue were handled
in another forum.

                      About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SW GEORGIA HOUSING: Cuthbert Senior Home in Ch. 7 Liquidation
-------------------------------------------------------------
Kristen MacBeth at BankruptcyHome.com reports that Willows
Assisted Living Center, a senior home in Cuthbert, Georgia, will
close its doors because its owner, the Southwest Georgia Housing
Development, has filed for Chapter 7 bankruptcy.

According to the report, the senior home only had 14 residents out
of a possible 42, and the owners said that they had no choice.
Even filing Chapter 11 was not an option, according to WALB.

BankruptcyHome relates the Chapter 7 situation is being handled by
Walter Kelley, the trustee for the case.  Walter Mattox, the
executive director of SGHD, is responsible for the bankruptcy
filing.  Assets and liabilities information was not immediately
available.

SGHD is still hopeful that a buyer will take the home, allowing
the residents to stay there.  Currently they are helping residents
look for other housing options.  Another facility owned by the
company, a drug rehabilitation facility, is not expected to close,
according to the report.


SYNTERRA 3020: Court Approves CB Richard as Manager
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Synterra 3020 Market LP to employ CB Richard Ellis Inc.
as manager.

The firm will:

   a) manage and operate the property consistent with an approved
      budget;

   b) negotiate contracts on behalf of the Debtor for gas,
      electricity, water, telephone, trash collection, sewer,
      elevator service, landscaping and other services;

   c) employ person in connection with the operation and
      maintenance of the property; and

   d) perform all ordinary maintenance, repairs, alterations,
      replacements and installations.

The firm will get a $4,000 monthly fee.

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

                       About Synterra 3020

Philadelphia-based Synterra 3020 Market, L.P., is the master
lessor of certain real property located in the City of
Philadelphia, 27th Ward, Commonwealth of Pennsylvania and commonly
known as 3020-3052 Market Street, City of Philadelphia,
Philadelphia County, Pennsylvania.  Its primary tenants are the
University of Pennsylvania, Level 3 Communications, LLC, Synterra,
Ltd., Lincoln University, and T Mobile, AT&T.

Synterra 3020 filed for Chapter 11 bankruptcy protection on
January 12, 2011 (Bankr. E.D. Pa. Case No. 11-10205).  Albert A.
Ciardi, III, Esq., and Thomas Daniel Bielli, Esq., at Ciardi
Ciardi & Astin, P.C., in Philadelphia, Pa., serve as bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.


T. HARDY: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------
Debtor: T. Hardy Investment Group, LLC
        200 S. Irwin Avenue
        Charlotte, NC 28202

Bankruptcy Case No.: 11-30649

Chapter 11 Petition Date: March 14, 2011

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: G. Martin Hunter, Esq.
                  G. MARTIN HUNTER, ATTORNEY AT LAW
                  301 S. McDowell Street, Suite 1014
                  Charlotte, NC 28204
                  Tel: (704) 377-8764
                  Fax: (704) 377-0590
                  E-mail: mhunter@martinhunterlaw.com

Scheduled Assets: $631,000

Scheduled Debts: $1,181,332

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ncwb11-30649.pdf

The petition was signed by Tyrone Hardy, managing member.


TASC INC: Moody's Gives Negative Outlook on Declining Revenue
-------------------------------------------------------------
Moody's Investors Service changed the rating outlook of TASC,
Inc., to negative from stable and affirmed the company's B1
corporate family and probability of default rating.  Concurrently,
a Ba2 rating was assigned to the company's planned $675 million
first lien bank facility, which will replace the company's
existing bank facility-a transaction basically neutral to the
company's cash and debt balances.

Ratings assigned, subject to review of final documentation:

  -- $100 million first lien revolver due 2014, Ba2 LGD2, 27%
  -- $575 million first lien term loan B due 2015, Ba2 LGD2, 27%

Ratings affirmed:

  -- Corporate family, B1
  -- Probability of default, B1

Ratings to be withdrawn upon completion of transaction:

  -- $100 million first lien revolver due 2014, Ba2 LGD2, 27%
  -- $200 million term loan A due 2014, Ba2 LGD2, 27%
  -- $390 million first lien term loan B due 2015, Ba2 LGD2, 27%

                        Ratings Rationale

The negative rating outlook reflects declining revenue and EBITDA
since late 2009 (when TASC was acquired and became a stand-alone,
privately-held company).  Declining performance sharply contrasts
with early expectations of the B1 CFR-- that financial metrics
would materially improve through the company's beginning years.
Nevertheless, Moody's have affirmed the B1 CFR because TASC has a
strong position as a SETA (systems engineering and technical
assistance)-focused U.S. Department of Defense/intelligence
community contractor, U.S. government outlays in TASC's areas of
expertise should grow over the intermediate-term, and the
company's bid pipeline is rising.  As part of its former owner,
TASC faced organizational conflicts of interest that precluded its
pursuit of many U.S. defense and intelligence service contracts.
If TASC's historical win rates hold, performance could improve
with the more active bidding, helping preserve the B1 rating.

Stabilization of the outlook would follow expectation of debt to
EBITDA declining below 5.0 times in 2012 (estimated to be near
7.0 times for 2010, Moody's adjusted basis, includes lease
adjustment).  Annual revenue growth in the mid-single digit
percentage range, EBITDA margin of 11% or higher, and free cash
flow to debt in the high single digit percentage range would
likely accompany stabilization.  Without evidence of such a
performance improvement taking hold, the ratings could be
downgraded later in 2011.

TASC, Inc., provides advanced systems engineering and technical
assistance services to U.S. Government intelligence agencies,
Department of Defense and various civil agencies.  Estimated 2010
revenues were $1.5 billion.


TASC INC: S&P Assigns 'BB' Rating to New Senior Secured Loan
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
issue-level rating to TASC Inc.'s new senior secured facilities,
consisting of a $100 million revolving credit facility due 2014
and a $575 million term loan B due 2015.  The rating is two
notches above the 'B+' corporate credit rating on the company.
S&P also assigned a '1' recovery rating to this debt, indicating
S&P's expectation of very high (90%-100%) recovery for lenders in
the event of a payment default.

The 'B+' corporate credit rating and the stable rating outlook on
TASC remain unchanged.  The ratings on the company reflect
potential revenue and profitability pressure due an evolving
competitive landscape for government contractors, risks related to
the company's transition to a stand-alone company, and its highly
leveraged financial profile.  TASC's long-standing customer
relationship with key intelligence and defense organizations
within the U.S. government, long-term contracts, consistent
profitability, and good cash flow characteristics are partly
offsetting factors.

                          Ratings List

                            TASC Inc.

          Corporate Credit Rating          B+/Stable/--

                           New Ratings

                            TASC Inc.

                         Senior Secured

                $100 mil revolving credit facility
                due 2014                        BB
                 Recovery Rating                1

                $575 mil term loan B due 2015   BB
                 Recovery Rating                1


TAYLOR BEAN: Former President Bowman Pleads Guilty
--------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Raymond E. Bowman, the former president of Taylor Bean & Whitaker
Mortgage Corp., pleaded guilty March 14 to his role in what
prosecutors say was a $1.9 billion fraud.  He will be sentenced in
June.

Mr. Rochelle recounts that two former executives previously took
guilty pleas. Charges remain outstanding against two other
executives, including former Chairman Lee Farkas who is asking the
federal district judge to delay the trial that is currently
scheduled to begin April 4.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on August 24, 2009.  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TBS INTERNATIONAL: Posts $217.4 Million in Q4 2010
--------------------------------------------------
On March 15, 2011, TBS International Plc announced its financial
and operating results for the fourth quarter and year ended
Dec. 31, 2010.

Joseph E. Royce, Chairman, Chief Executive Officer and President
stated:

"The TBS results for the fourth quarter 2010 reflect the ongoing
downward pressure on dry cargo freight rates that have continued
into the first quarter of 2011, as evidenced by the Baltic Dry
Indices.

"The Baltic Dry Index ("BDI") which was at 2,446 on Sept. 30,
2010, descended to 1,773 on December 24th (the last reporting date
in 2010) and was at 1,559 on March 14, 2011.  Correspondingly, the
Baltic Handysize Index ("BHSI") which was at 1,039 on Sept. 30,
2010, descended to 829 on December 24th and was at 736 on
March 14, 2011.  A number of factors have contributed to this
circumstance.  Of most importance is the continued drumbeat of the
delivery of new-built vessels in all four of the major vessel
sizes - Capesize, Panamax, Supramax and Handysize.

"While cargo demand generally increased during most of 2010,
numerous events over the last several months have interrupted the
availability of cargo contributing to both the supply-demand
imbalance and the Asia-Americas imbalance.  There has been severe
flooding in Australia that has interrupted shipments of coal, iron
ore and wheat, along with Government imposed reductions of the
export of coal from Indonesia and Iron ore from India, thereby
causing the deviation of vessels that traditionally carried these
cargoes from that region into the Atlantic.

"As a consequence, TBS is operating at freight and charter rates
that would cause us to fail to comply with certain financial
covenants in our credit facilities, even as recently modified, as
soon as June 30, 2011."

For the fourth quarter ended Dec. 31, 2010, total revenues were
$100.8 million, an increase of 18.9% compared to total revenues of
$84.8 million for the same period in 2009.  Net loss for the
fourth quarter 2010 was $217.4 million, an increase of
$206.7 million compared to the net loss of $10.7 million for the
same period in 2009.

The increase in net loss as compared to the same period in 2009 is
mainly attributable to a $201.7 million vessel impairment charge.
Excluding vessel impairment, net loss for the three months ended
Dec. 31, 2010 would have been $15.7 million.

For the year ended Dec. 31, 2010, total revenues were
$411.8 million, an increase of 36.1% compared to the
$302.5 million for the year 2009.  Net loss for 2010 increased by
$178.3 million, or 266%, to $245.3 million.  The increase in net
loss for the year ended Dec. 31, 2010, as compared to 2009 is
mainly attributable to a $201.7 million vessel impairment, partly
offset by a slight increase in both cargo volumes and freight
rates resulting in higher revenues and Time Charter Equivalent.
Excluding vessel impairment, net loss for the year ended 2010
would have been $43.6 million, a decrease of 34.9% compared to net
Loss of $67.0 million in 2009.

Selected balance sheet data at Dec. 31, 2010, showed:

     Total Assets                   $686.3 million
     Total Debt                     $332.3 million
     Total Shareholders' Equity     $296.9 million

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

               http://researcharchives.com/t/s?7527

                    About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects, operations,
port services and strategic planning.  The TBS shipping network
operates liner, parcel and dry bulk services, supported by a fleet
of multipurpose tweendeckers and handysize/handymax bulk carriers,
including specialized heavy-lift vessels and newbuild tonnage.
TBS has developed its franchise around key trade routes between
Latin America and China, Japan and South Korea, as well as select
ports in North America, Africa, the Caribbean and the Middle East.

                          *     *     *

As reported in the Troubled Company Reporter on March 19, 2010,
PricewaterhouseCoopers LLP, in New York, expressed substantial
doubt about TBS's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company believes it will not be in compliance with
the financial covenants under its credit facilities during 2010,
which under the agreements would make the debt callable.  "This
has created uncertainty regarding the Company's ability to fulfill
its financial commitments as they become due."

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal Bank
of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising the
financial covenants, including covenants related to the Company's
consolidated leverage ratio, consolidated interest coverage ratio
and minimum cash balance, and modifying other terms of the Credit
Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to $10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at $100 per share directly from TBS in a private
placement.


TEMPUS RESORTS: Apr. 20 Hearing Set on Backstage Cash Coll. Motion
------------------------------------------------------------------
On March 7, 2011, the U.S. Bankruptcy Court for the Middle
District of Florida granted, on an emergency basis, Debtor
Backstage Myrtle Beach, LLC, authority to use certain rental fees
collected by it constituting cash collateral of Textron Financial
Corporation, to pay the current and necessary expenses in a
budget, including payments to the United States Trustee for
quarterly fees.

Backstage Myrtle Beach's case is jointly administered with the
bankruptcy case of Tempus Resorts International, Ltd.

The final hearing to consider entry of the Final Order and final
approval of Backstage Myrtle Beach's request for use of TFC's cash
collateral is scheduled for April 20, 2011, at 11:00 a.m.

Subject to the provisions of this Order, TFC will, to the extent
of the diminution in value of Cash Collateral, have a perfected
post-petition lien ("Replacement Liens") against Cash Collateral
to the same extent and with the same validity and priority as
TFC's pre-petition lien which liens will be prior and senior to
all liens and encumbrances of (i) all other secured creditors in
and to such property granted, or arising, subsequent to the date
of this Order; and (ii) any intercompany claim of any Debtor or
subsidiary of any Debtor.  The grant of the Replacement Liens will
be supplemental to and in addition to, the security interest which
TFC possesses pursuant to its pre-petition loan documents.

As additional adequate protection, TFC, without further order of
or application to the Court, is hereby authorized to apply all of
TFC's pledged notes receivable collections and other excess cash
proceeds (i.e., excess cash after consideration of Budget needs)
generated from the TFC Collateral.

As additional adequate protection, the Debtor agrees that it will
use its best efforts and complete all remaining steps required to
conclude the closing and hypothecation of any existing pre-deed
timeshare interval sales at the Debtor's South Carolina resort
location.

                       About Tempus Resorts

Orlando, Florida-based Tempus Resorts International, Ltd., filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No.
10-20709) on Nov. 19, 2010.  Elizabeth A. Green, Esq., at Baker &
Hostetler LLP, assists the Debtor in its restructuring effort.  It
estimated its assets and debts at $100 million to $500 million.

Affiliates Tempus Palms International, Ltd. (Bankr. M.D. Fla. Case
No. 10-20712); Tempus Golf Development, LLC (Bankr. M.D. Fla. Case
No. 10-20714); Tempus Select, LLC (Bankr. M.D. Fla. Case No. 10-
20715); Backstage Myrtle Beach, LLC (Bankr. M.D. Fla. Case No. 10-
20716); Tempus Resorts Management, Ltd. (Bankr. M.D. Fla. Case No.
10-20717); Tempus Resorts Realty, LLC (Bankr. M.D. Fla. Case No.
10-20718); Tempus International Marketing Enterprises, Ltd.
(Bankr. M.D. Fla. Case No. 10-20719); and Time Retail, LLC (Bankr.
M.D. Fla. Case No. 10-20720) filed separate Chapter 11 petition.

Tempus Resorts estimated its assets and debts at $100,000 to
$500,000.  Tempus Golf Debt. Estimated its assets and debts at
$1 million to $10 million.  Tempus Palms International estimated
its assets at $100 million to $500 million.


TEMPUS RESORTS: Combined Plan Hearing Set for April 25
------------------------------------------------------
The anticipated combined disclosure statement and confirmation
hearing for Tempus Resorts International, Ltd.'s Chapter 11 plan
is set for April 20, 2011, at 11:00 a.m.

Tempus Resorts filed with the U.S. Bankruptcy Court for the Middle
District of Florida its proposed Joint Plan of Reorganization on
Dec. 31, 2010.  Overall, the Plan contemplates the reorganization
of the Debtors by a combination of payments and a return of
collateral to Resort Finance America, LLC, payments to its other
secured creditors over time, and payment to unsecured creditors
from the proceeds of the RFA Fraudulent Transfer Lawsuit.  While
recovery of any lawsuit is speculative, the Debtors estimate the
total value of the RFA Fraudulent Transfer Lawsuit is $840,000.

The Plan provides that holders of Allowed Administrative Claims
will be paid in full on the Effective Date of the Plan from the
Debtors cash on hand.  Holders of Allowed Priority Claims, to the
extent any such claims exist, will be paid over a period of five
years from the Petition Date with interest.  Existing equity in
the Debtors will be canceled, the Debtors will be substantively
consolidated into a Reorganized Debtor, and the Tempus
Acquisition, LLC ("TAC") DIP Loan obligations will be converted
into new equity in the Reorganized Debtor.

A full-text copy of the Joint Disclosure Statement is available
for free at http://bankrupt.com/misc/TempusResorts.DS.pdf

                       About Tempus Resorts

Orlando, Florida-based Tempus Resorts International, Ltd., filed
for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No.
10-20709) on Nov. 19, 2010.  Elizabeth A. Green, Esq., at Baker
& Hostetler LLP, assists the Debtor in its restructuring effort.
It estimated its assets and debts at $100 million to $500 million.

Affiliates Tempus Palms International, Ltd. (Bankr. M.D. Fla. Case
No. 10-20712); Tempus Golf Development, LLC (Bankr. M.D. Fla. Case
No. 10-20714); Tempus Select, LLC (Bankr. M.D. Fla. Case No. 10-
20715); Backstage Myrtle Beach, LLC (Bankr. M.D. Fla. Case No. 10-
20716); Tempus Resorts Management, Ltd. (Bankr. M.D. Fla. Case No.
10-20717); Tempus Resorts Realty, LLC (Bankr. M.D. Fla. Case No.
10-20718); Tempus International Marketing Enterprises, Ltd.
(Bankr. M.D. Fla. Case No. 10-20719); and Time Retail, LLC (Bankr.
M.D. Fla. Case No. 10-20720) filed separate Chapter 11 petition.

Tempus Resorts estimated its assets and debts at $100,000 to
$500,000.  Tempus Golf Debt. estimated its assets and debts at
$1 million to $10 million.  Tempus Palms International estimated
its assets at $100 million to $500 million.


TRANS-LUX CORPORATION: Gabelli Funds Holds 11.22% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Gabelli Funds, LLC and its affiliates
disclosed that they beneficially own 274,000 shares of common
stock of Trans-Lux Corporation representing 11.22% of the shares
outstanding.  As of Nov. 12, 2010, there were 2,442,923 shares of
common stock outstanding.

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company's balance sheet as of Sept. 30, 2010, showed
$35.43 million in total assets, $33.30 million in total
liabilities, and stockholders' equity of $2.13 million.

The Company reported a net loss of $8.8 million on $28.5 million
of revenue for 2009, compared with a net loss of $8.0 million on
$36.7 million of revenue for 2008.  The Company incurred a net
loss of $5.26 million for the nine months ended Sept. 30, 2010,
and has a working capital deficiency of $17.17 million as of Sept.
30, 2010.

As reported in the Troubled Company Reporter on April 24, 2010,
UHY LLP, in Hartford, Connecticut, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred significant recurring losses
from continuing operations and has a significant working capital
deficiency.  Further, the Company is in default of the indenture
agreements governing its outstanding 9 1/2% Subordinated
Debentures and its 8 1/4% Limited Convertible Senior Subordinated
Notes.


TSG INC: Can Continue Using Cash Collateral Until April 10
----------------------------------------------------------
The Hon. Jean K. FitzSimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania has allowed TSG Incorporated to
continue using PNC Bank, National Association's cash collateral
until April 10, 2011, at 5:00 p.m. ET.

The Debtor can use cash collateral pursuant to a budget, a copy of
which is available for free at:

              http://ResearchArchives.com/t/s?7518

As reported by The Troubled Company Reporter on Feb. 11, 2011, the
Court continued until March 30, 2011, the hearing to consider the
Debtor's further cash collateral access.

The TCR reported on Oct. 26, 2010, that as of the Petition Date,
the Debtor's indebtedness consists of:

   -- $2,345,138 under the term loan;

   -- $1,745,257 under the committed line of credit;

   -- $845,833 under he capital expenditures line of credit; and

   -- $98,070 under the SWAP agreement.

The Debtor would use the cash collateral to operate its business
postpetition.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant PNC a replacement lien on all
properties and assets of the Debtor except for the Debtor's
interest in the real property located at (a) 1006 19th Street SW,
Hickory, North Carolina; (b) 5275 Wolfe Road, Hickory, North
Carolina; and (c) 1703 Pineview Street, Conover, North Carolina.

As additional adequate protection, the Debtor will make periodic
cash payments to PNC.

If necessary, a continued hearing on the Debtor's use of cash
collateral will be held on March 30, 2011, at 11:00 a.m. E.T.

                      About TSG Incorporated

North Wales, Pennsylvania-based TSG Incorporated operates a real
estate business.  Founded in 1901 under the name of Levy's
International Water Shrinking and Drying Company, the Debtor has
operated as a privately held, family owned business for over 108
years.  Locally headquartered in North Wales, Pennsylvania, the
Debtor is in the business of fabric finishing, coating and
embossing.  TSG -- which is an acronym for "The Synthetics Group"
-- is one of the largest commission finishers in the United
States.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 09-19124) on Nov. 29, 2009.  Michael Jason
Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP, serves
as the Company's bankruptcy counsel.  The Company estimated its
assets at $10 million to $50 million and debts at $1 million to
$10 million.


UNISYS CORP: To Offer 2.25-Mil. 6.25% Conv. Preferred Stock
-----------------------------------------------------------
Unisys Corporation filed with the U.S. Securities and Exchange
Commission a free writing prospectus relating to its offering of
2.25 million shares 6.25% Mandatory Convertible Preferred Stock,
Series A.  Joint book-running managers of the offering are
Goldman, Sachs & Co. and Citi.  A full-text copy of the prospectus
is available for free at http://ResearchArchives.com/t/s?751e

                         About Unisys Corp.

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

The Company's balance sheet at Dec. 31, 2010, showed $3.02 billion
in total assets, $3.95 billion in total liabilities and
a $933.80 million stockholders' deficit.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Moody's Investors Service has affirmed Unisys' B1 corporate family
rating and all other ratings, and also changed the rating outlook
to positive from stable.  This outlook change follows the
announcement by Unisys of plans to issue mandatory convertible
preferred stock, redeem secured notes, and tender for additional
bonds which Moody' estimates will reduce secured debt by up to
$390 million.  Upon completion of the transactions, the loss given
default assessments will be revised based on the remaining debt
balances.


UNITED CONTINENTAL: Files 10-K, Has $399-Mil. Profit in 2010
------------------------------------------------------------
United Continental filed with the U.S. Securities and Exchange
Commission on Feb. 22, 2011, its annual report for the year ended
Dec. 31, 2010.

United had a net income of $399 million in 2010 as compared to a
net loss of $628 million in 2009.  Excluding the impact of the
merger between United Air Lines, Inc., and Continental Airlines,
Inc. on United Continental's results of operations, United's
results of operations were consistent with United Continental's
results set forth in the report.

United Continental expects the Merger to deliver $1 billion to
$1.2 billion in net annual synergies on a run-rate basis by 2013,
including between $800 million and $900 million of incremental
annual revenues, in large part from expanded customer options
resulting from the greater scope and scale of the network fleet
optimization and additional international service enabled by
broader network of the combined company.  United Continental
further expects the combined company to realize between
$200 million and $300 million of net cost synergies on a run-rate
basis by 2013.

United Continental expects that the combined company will incur
substantial expenses in connection with the Merger.  In addition
to transactional merger-related charges, United Continental has
incurred and expects to incur additional material merger and
integration-related charges to combine the operations of United
and Continental.

Excluding the impact of the Merger, consolidated passenger revenue
in 2010 increased approximately $2.9 billion, or 21%, as compared
to 2009.  These increases were due to increases of 19.0% and 16.1%
in average fare and yield over the same period as a result of
strengthening economic conditions and industry capacity
discipline, according to United Continental.  An increase in
volume in 2010, as measured by passenger volume, also contributed
to the increase in revenues in 2010 as compared to 2009, United
Continental said.

United Continental continued that the revenue improvement in 2010
was also driven by the return of business and international
premium cabin passengers whose higher ticket prices combined to
increase average fares and yields.  According to the report, the
international regions in particular had the largest increases in
demand with international passenger revenue per ASM increasing
29.9% on a 1.8% increase in capacity.  Passenger revenue in 2010
included approximately $250 million of additional revenue due to
changes in United Continental's estimate and methodology related
to loyalty program accounting.

United Continental related that its decline in PRASM was partially
driven by a precipitous decline in worldwide travel demand as a
result of the severe global recession.  United Continental also
noted that excluding the impact of the Merger, other operating
revenue was up 14% in 2010, as compared to 2009, which was
primarily due to growth in ancillary passenger-related charges
like baggage fees.  For the full year of 2009, ancillary
passenger-related revenues totaled approximately $1.1 billion,
United Continental disclosed.

A full-text copy of UAL's 2010 Annual Report on Form 10-K is
available for free at: http://ResearchArchives.com/t/s?747f

     United Continental Holdings, Inc. and Subsidiaries
                 Consolidated Financial Position
                    At Dec. 31, 2010
                       (In Millions)

Current Assets:
Cash and cash equivalents                               $8,069
Short-term investments                                     611
                                                 -------------
Total unrestricted cash, cash equivalents and
short-term investments                                   8,680
Restricted cash                                             37
Receivables, net allowance for doubtful accounts         1,613
Aircraft lease deposits maturing within one year             -
Aircraft fuel                                              466
Deferred income taxes                                      591
Prepaid expenses and other                                 658
                                                 -------------
Total current assets                                     12,045
                                                 -------------
Operating property and equipment:
Owned
    Flight equipment                                    15,181
    Other property and equipment                         2,890
                                                 -------------
                                                        18,071
Less -- accumulated depreciation and amortization      (2,858)
                                                 -------------
Total owned                                            15,213
                                                 -------------
Purchase deposits for flight equipment                      230
Capital leases
    Flight equipment                                     1,741
    Other property and equipment                           217
                                                 -------------
                                                         1,958
Less -- accumulated amortization                         (456)
                                                 -------------
Total capital leases                                    1,502
                                                 -------------
Total operating property and equipment                   16,945
                                                 -------------
Other assets:
Goodwill                                                 4,523
Intangibles, net                                         4,917
Restricted cash                                            350
Investments                                                103
Others                                                     715
                                                 -------------
Total other assets                                       10,608
                                                 -------------
TOTAL ASSETS                                            $35,598
                                                 =============

Liabilities and Stockholders' Equity

Current liabilities:
Advance ticket sales                                    $2,998
Frequent flyer deferred revenue                          2,582
Accounts payable                                         1,805
Accrued salaries, wages and benefits                     1,470
Current maturities of long-term debt                     2,411
Current maturities of capital leases                       252
Other                                                    1,127
                                                 -------------
Total current liabilities                                12,645

Long-term debt                                           11,434
                                                 -------------
Long-term obligations under capital leases                1,036
                                                 -------------
Other liabilities and deferred credits:
Frequent flyer deferred revenue                          3,491
Postretirement benefit liability                         2,344
Pension liability                                        1,473
Advanced purchase of miles                               1,159
Deferred income taxes                                    1,585
Other                                                    2,704
                                                 -------------
Total other liabilities and deferred credits             12,756
                                                 -------------

Stockholders' deficit:
Preferred stock                                              -
Common stock                                                 3
Additional capital invested                              7,071
Retained deficit                                        (5,703)
Stock held in treasury, at cost                            (31)
Accumulated other comprehensive income                     387
                                                 -------------
                                                         1,727
                                                 -------------
TOTAL LIABILITIES                                       $39,598
                                                 =============

                    United Air Lines, Inc.
                  Consolidated Balance Sheet
                    At Dec. 31, 2010
                       (In Millions)

Current Assets:
Cash and cash equivalents                               $4,665
Restricted cash                                             37
Receivables, net allowance for doubtful accounts         1,004
Aircraft fuel                                              321
Aircraft lease deposits maturing within one year             -
Receivables from related parties                           195
Deferred income taxes                                      373
Prepaid expenses and other                                 366
                                                 -------------
Total current assets                                      6,961
                                                 -------------
Operating property and equipment:
Owned
    Flight equipment                                     8,718
    Other property and equipment                         2,086
                                                 -------------
                                                        10,804
Less -- accumulated depreciation and amortization      (2,717)
                                                 -------------
Total owned                                             8,087
                                                 -------------
Purchase deposits for flight equipment                       51
Capital leases
    Flight equipment                                     1,741
    Other property and equipment                            49
                                                 -------------
                                                         1,790
Less -- accumulated amortization                         (453)
                                                 -------------
Total capital leases                                    1,337
                                                 -------------
Total operating property and equipment                    9,475
                                                 -------------
Other assets:
Intangibles, net                                         2,343
Restricted cash                                            190
Investments                                                 97
Others                                                     622
                                                 -------------
Total other assets                                        3,252
                                                 -------------
TOTAL ASSETS                                            $19,688
                                                 =============

Liabilities and Stockholders' Equity

Current liabilities:
Advance ticket sales                                    $1,536
Frequent flyer deferred revenue                          1,703
Accounts payable                                           907
Accrued salaries, wages and benefits                       938
Current maturities of long-term debt                     1,546
Current maturities of capital leases                       249
Other                                                    1,073
                                                 -------------
Total current liabilities                                 7,952

long-term debt                                            5,480
                                                 -------------
long-term obligations under capital leases                  858
                                                 -------------
Other liabilities and deferred credits:
Frequent flyer deferred revenue                          2,321
Postretirement benefit liability                         2,091
Pension liability                                          101
Advanced purchase of miles                               1,159
Deferred income taxes                                      731
Other                                                      972
                                                 -------------
Total other liabilities and deferred credits              7,375
                                                 -------------

Stockholders' deficit:
Preferred stock                                              -
Common stock                                                 -
Additional capital invested                              3,421
Retained deficit                                        (5,489)
Accumulated other comprehensive income                      91
                                                 -------------
                                                        (1,977)
                                                 -------------
TOTAL LIABILITIES                                       $19,688
                                                 =============

                  United Air Lines, Inc.
           Statement of Consolidated Operations
          Twelve Months Ended Dec. 31, 2010
                        (In Millions)

Operating revenues:
Passenger - Mainline                                  $13,461
Passenger - Regional Affiliates                         3,669
Cargo                                                     714
Other operating revenues                                1,838
                                                 -------------
Total Operating Revenues                                 19,682

Operating expenses:
Aircraft fuel                                           5,700
Salaries and related costs                              4,212
Regional capacity purchase                              1,610
Landing fees and other rentals                          1,077
Aircraft maintenance materials and outside repairs        980
Depreciation and amortization                             903
Distribution costs                                        756
Aircraft rentals                                          326
Merger-related costs and special charges                  532
Goodwill impairment charge (credit)                       (64)
Other                                                   2,632
                                                 -------------
Total Operating Expenses                                 18,664
                                                 -------------
Operating Income (Loss)                                   1,018

Nonoperating Income (Expense)
Interest expense                                         (695)
Interest income                                            11
Interest capitalized                                       11
Miscellaneous, net                                         39
                                                 -------------
                                                          (634)

Income (Loss) before income taxes
and equity in earnings of affiliates                        384

Income tax expense (benefit)                                (12)
                                                 -------------
Income (Loss) before equity in earnings of
affiliates                                                  396
Equity in earnings of affiliates, net of tax                  3
                                                 -------------
NET INCOME(LOSS)                                           $399
                                                 =============

      United Continental Holdings, Inc. and Subsidiaries
             Statements of Consolidated Cash Flows
             Twelve Months Ended Dec. 31, 2010
                        (In Millions)

Cash flows provided (used) by operating activities:
Net income (loss)                                         $253
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities
Depreciation and amortization                            1,079
Goodwill impairment (credit)                               (64)
Merger-related and special charges, non-cash portion       230
Proceeds from lease amendment                                -
Debt and lease discount amortization                        36
Deferred income taxes                                        6
Share-based compensation                                    14
Other operating activities                                  62
Changes in operating assets and liabilities
Unrealized (gain)/loss on fuel derivatives and
change in related pending settlements                      10
(Increase) decrease in fuel hedge collateral               10
Increase (decrease) in accrued liabilities                264
(Increase) decrease in receivables                         (2)
Increase (decrease) in accounts payable                  (205)
Increase (decrease) in advance ticket sales               (67)
Increase (decrease) in frequent flyer deferred
revenue and advanced purchase of miles                     26
(Increase) decrease in other current assets               255
                                                 -------------
Net cash provided by (used in) operating activities       1,907
                                                 -------------

Cash flows from investing activities
Increase in cash from acquisition of Continental        3,698
Capital expenditures                                     (371)
Proceeds from asset sale-leasebacks                         -
Proceeds from sale of property and equipment               48
(Increase) decrease in restricted cash                     68
Aircraft purchase deposits paid                           (45)
Decrease in short-term and other investments                -
Proceeds from litigation on advanced deposits             (84)
Other, net                                                  6
                                                 -------------
Net cash provided by (used in) investing activities      3,320
                                                 -------------
Cash flows from financing activities:
Proceeds from issuance of long-term debt                 2,086
Payments of other long-term debt                        (2,023)
Proceeds from sale of common stock                          -
Principal payments under capital leases                   (484)
Decrease in aircraft lease deposits                        236
Increase in deferred financing costs                       (33)
Proceeds from exercise of stock options                     21
Purchases of treasury stock                                 (3)
Special distribution to common shareholders                  -
Other, net                                                   -
                                                 -------------
Net cash provided by (used in) financing activities        (200)
                                                 -------------
Net increase in cash and cash equivalents                 5,027
Cash and cash equivalents at beginning of year            3,042
                                                 -------------
Cash and cash equivalents at end of the period           $8,069
                                                 =============

                    United Air Lines, Inc.
             Statements of Consolidated Cash Flows
                 Twelve Months Ended Dec. 31, 2010
                          (In Millions)

Cash flows provided (used) by operating activities:
Net income (loss)                                         $399
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities
Depreciation and amortization                              903
Goodwill impairment (credit)                               (64)
Merger-related and special charges,
non-cash portion                                           230
Proceeds from lease amendment                                -
Debt and lease discount amortization                        93
Deferred income taxes                                      (12)
Share-based compensation                                    13
Other operating activities                                  83
Changes in operating assets and liabilities
Unrealized (gain)/loss on fuel derivatives and
change in related pending settlements                       4
(Increase) decrease in fuel hedge collateral               10
Increase (decrease) in accrued liabilities                262
(Increase) decrease in receivables                       (160)
Increase (decrease) in accounts payable                   221
Increase (decrease) in advance ticket sales                44
Increase (decrease) in frequent flyer deferred
revenue and advanced purchase of miles                   (126)
(Increase) decrease in other current assets              (103)
                                                 -------------
Net cash provided by (used in) operating activities       1,797
                                                 -------------

Cash flows from investing activities
Capital expenditures                                     (318)
Proceeds from asset sale-leasebacks                         -
Proceeds from sale of property and equipment               40
(Increase) decrease in restricted cash                     68
Aircraft purchase deposits paid                           (42)
Decrease in short-term and other investments               18
Proceeds from litigation on advanced deposits               -
Other, net                                                  7
                                                 -------------
Net cash provided by (used in) investing activities       (227)
                                                 -------------
Cash flows from financing activities:
Payments of other long-term debt                        (1,667)
Proceeds from issuance of long-term debt                 1,995
Capital contributions from parent                            -
Principal payments under capital leases                   (482)
Decrease in aircraft lease deposits                        236
Increase in deferred financing costs                       (33)
Proceeds from exercise of stock options                      9
Dividend to parent                                           -
Other, net                                                   1
                                                 -------------
Net cash provided by (used in) financing
Activities                                                   59
                                                 -------------
Net increase in cash and cash equivalents                 1,629
Cash and cash equivalents at beginning of year            3,036
                                                 -------------
Cash and cash equivalents at end of the period           $4,665
                                                 =============

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At Sept. 30, 2010, United Continental had $20.055 billion in total
assets against total current liabilities of $8.256 billion, long-
term debt of $6.025 billion, long-term obligations under capital
leases of $906 million, other liabilities and deferred credits of
$7.074 billion, and a stockholders' deficit of $2.206 billion.


UNITED CONTINENTAL: Amends Schedule TO for 5% Convertible Notes
---------------------------------------------------------------
United Continental Holdings, Inc. filed with the U.S. Securities
and Exchange Commission on February 1, 2011, an amendment to the
tender offer statement on Schedule TO filed on Dec. 23, 2010 with
respect to the rights of each holder of 5% Convertible Notes due
2011 to sell, and the obligation of the Company to repurchase, the
Notes, as set forth in the Company's notice to holders dated
December 23 and the related notice materials filed as exhibit to
the Schedule TO.

Specifically, the Schedule TO is amended to state that the
holders' right to surrender their Notes for purchase by the
Company pursuant to the Option Documents expired at 5:00 p.m., New
York City time, on January 31, 2011.  The Company has been advised
by The Bank of New York Mellon Trust Company, N.A., as paying
agent that Notes in an aggregate principal amount of $147,695,498
were validly surrendered and not withdrawn prior to 5:00 p.m., New
York City time, on the Expiration Date.  The Company has accepted
for purchase all of these Notes for a purchase price of $1,000 in
cash per $1,000 principal amount, plus accrued and unpaid interest
to, but not including, February 1, 2011, the repurchase date for
the Put Option.  The Company has delivered the aggregate purchase
price of $148,331,409 for the accepted Notes, which includes
accrued and unpaid interest, to the Paying Agent for distribution
to the Holders.  Following the Company's purchase of the Notes
pursuant to the Put Option, $1,950,616 in aggregate principal
amount of the Notes remains outstanding.

Item 12 Exhibits of the Schedule is further amended to indicate
that a press release issued on December 23, 2010, by the Company
regarding the Put Option was previously filed.

A full-text copy of Amendment No. 1 to Schedule TO is available
for free at http://ResearchArchives.com/t/s?730a

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At Sept. 30, 2010, United Continental had $20.055 billion in total
assets against total current liabilities of $8.256 billion, long-
term debt of $6.025 billion, long-term obligations under capital
leases of $906 million, other liabilities and deferred credits of
$7.074 billion, and a stockholders' deficit of $2.206 billion.


UNITED CONTINENTAL: Presents at JPMorgan Conference
---------------------------------------------------
Gerry Laderman, senior vice president for finance and treasurer of
United Continental Holdings, Inc. spoke at the JP Morgan Global
High Yield & Leveraged Finance Conference on March 1, 2011,
according to United Continental's filing with the U.S. Securities
and Exchange Commission on March 1.

Mr. Laderman stated that United Continental earned net income of
$160 million or $0.44 per diluted share for the fourth quarter of
2010.  United Continental also has pre-tax earnings of $172
million and pre-tax margin of 2% for the same period.  He further
noted that passenger unit revenue increased 11.5% year-over-year
in fourth quarter 2010 vs. pro forma fourth quarter 2009.  United
Continental generated $106 million of operating cash flow.  The
Company also has year-end unrestricted cash balance of $8.7
billion during the fourth quarter of 2010.

According to Mr. Laderman, United Continental expects to generate
net synergies of $1 billion to $1.2 billion.  By summer 2011,
United Continental expects harmonized boarding and departure
management process; improved Web site content and accessibility,
including selling of flights across the new United Airlines as one
network; streamlined corporate overhead, co-located airport
facilities and reduced IT overlap.

Mr. Laderman continued that four Boeing 737 are expected to be
delivered in 2011 with two Boeing 737-800 on first quarter of 2011
and one Boeing 737-800 each for second and third quarters of 2011.
He stated that new 737 equipped with winglets will replace older
and less fuel efficient aircraft.  United Continental also has
firm orders for 50 Boeing 787 and 25 Airbus A350 aircraft.

Mr. Laderman related that hedging about 40% of expected 2011 fuel
is one of United Continental's strategies to help mitigate rising
fuel risks.  He noted that United Continental generated more than
$3.2 billion of operating cash flow during 2010.  He announced
that United Continental has strong liquidity position and intends
to make $2.5 billion of scheduled debt payments in 2011.  Indeed,
the Company prepaid $150 million of debt in January 2011.  He
assures investors that United has sufficient liquidity for
integration even at current elevated fuel price.

A full-text copy of the presentation slides delivered on March 1
is available for free at http://ResearchArchives.com/t/s?749e

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At Sept. 30, 2010, United Continental had $20.055 billion in total
assets against total current liabilities of $8.256 billion, long-
term debt of $6.025 billion, long-term obligations under capital
leases of $906 million, other liabilities and deferred credits of
$7.074 billion, and a stockholders' deficit of $2.206 billion.


UNITED CONTINENTAL: Parties Delay O'Hare Litigation
---------------------------------------------------
United Air Lines, Inc., American Airlines, Inc. and Richard Daley,
mayor of the City of Chicago, agreed to further delay the
carriers' lawsuit over a $3.4 billion plan to expand the O'Hare
International Airport, John Pletz of Chicago Business reported.

Counsel for the city and the carriers met privately with Judge
Richard of Cook County Circuit Court, Chancery Division last March
4, 2011, to brief him on the negotiations among the parties.

Bloomberg News reported on February 18, 2011, that the parties
agreed to postpone the proceedings at the request of the U.S.
Department of Transportation to have more time to work on a
resolution of the dispute.

As previously reported, the airlines filed a lawsuit before the
state court, blocking the project because the city has not gotten
their approval for the modification plan that will increase their
costs of operating at the airport.

A hearing on the city's motion to dismiss the lawsuit is moved to
March 14, 2011, from March 1, Chicago Business stated.  The State
Court will consider the carriers' request for an injunction on
March 15, instead of February 22, according to the Chicago
Business report.

A Bloomberg report disclosed that the carriers and the city met on
February 9 to resolve the dispute but were unable to reach an
agreement.  United Chief Executive Officer Jeff Smisek and
American CEO Gerard Aprey also had a constructive discussion with
Ray LaHood, secretary of the Transportation Department, the report
stated.

"It looks like the airlines are playing the usual games of trying
to keep put low-fare competition and fence out exposure to higher
per-passenger charges," Robert Mann, president of aviation
consultant R.W. Mann & Co. told Bloomberg.

Mayor Daley insisted in an e-mailed statement to Bloomberg on
February 9 that the modernization of O'Hare is a project of
national significance and is essential to Chicago's future.

                 Senate Approves FAA Funding Bill

In a separate dispute, the U.S. Senate approved $34.6 billion of
funding for the Federal Aviation Administration after resolving a
dispute over the number of new flights in Ronald Reagan Washington
National Airport, according to Bloomberg News.

As previously reported, US Airways Group Inc. and United had a
dispute over the number of new flights at Reagan Airport.  US
Airways lobbied for more new flights to increase its share of the
new flights.  United believes that new long-haul flights at Reagan
Airport would siphon off customers at its Washington Dulles
International Airport hub.

Bloomberg cited the disagreement over Washington flights was one
of the issues that had delayed renewal of the FAA funding for more
than three years.  Lawmakers agreed to more than double the number
of daily round-trip flights between the Reagan Airport and the
western U.S. to 28 from 12, Bloomberg stated, citing Senator Kay
Bailey Hutchinson.

Bloomberg said senators will have to agree on which cities in the
western U.S. will get the new flights and reconcile their draft
with that of the House of Representatives.  A version approved by
the House Transportation and Infrastructure Committee allows five
additional flights between Reagan and the western U.S., the report
pointed out.  Once that bill receives full House approval, the
measure will go to a House-Senate conference committee for
lawmakers from both bodies to reconcile and agree upon, according
to Bloomberg.

Bloomberg explained that a number of long-distance flights to
Reagan National has been limited since 1966 over noise concerns
and to boost growth at the Dulles Airport.

Bloomberg cited Denver, Phoenix, Seattle, Salt Lake City, Las
Vegas and Los Angeles as cities with direct flights from Reagan,
which flights are operated by US Airways Group Inc., Alaska Air
Group Inc., Republic Airways Holdings Inc.'s Frontier Airlines,
Delta Air Lines Inc. and United.

Senators also rejected Senator John McCain's attempt to end a $200
million federal program to subsidize airline flights to rural
areas, Bloomberg added.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At Sept. 30, 2010, United Continental had $20.055 billion in total
assets against total current liabilities of $8.256 billion, long-
term debt of $6.025 billion, long-term obligations under capital
leases of $906 million, other liabilities and deferred credits of
$7.074 billion, and a stockholders' deficit of $2.206 billion.


UNITED MARION: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: United Marion LLC
        P.O. Box 482
        Roslyn Heights, NY 11577

Bankruptcy Case No.: 11-11108

Chapter 11 Petition Date: March 14, 2011

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

Judge: Stuart M. Bernstein

Debtor's Counsel: Gary C. Fischoff, Esq.
                  STEINBERG, FINEO, BERGER & FISCHOFF, P.C.
                  40 Crossways Park Drive, Suite 104
                  Woodbury, NY 11797
                  Tel: (516) 747-1136
                  Fax: (516) 747-0382
                  E-mail: gfischoff@sfbblaw.com

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

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

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

The petition was signed by Bijan Danialian, managing member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
United Walton LLC                     11-11109            03/14/11


UNITED WALTON: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: United Walton LLC
        P.O. Box 482
        Roslyn Heights, NY 11577

Bankruptcy Case No.: 11-11109

Chapter 11 Petition Date: March 14, 2011

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

Judge: Stuart M. Bernstein

Debtor's Counsel: Gary C. Fischoff, Esq.
                  STEINBERG, FINEO, BERGER & FISCHOFF, P.C.
                  40 Crossways Park Drive, Suite 104
                  Woodbury, NY 11797
                  Tel: (516) 747-1136
                  Fax: (516) 747-0382
                  E-mail: gfischoff@sfbblaw.com

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

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

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

The petition was signed by Bijan Danialian, managing member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
United Marion LLC                     11-11108            03/14/11


USEC INC: Two Directors Do Not Own Any Securities
-------------------------------------------------
In separate Form 3 filings with the U.S. Securities and Exchange
Commission, Walter E. Skowronski and Sigmund L. Cornelius,
directors at USEC Inc., disclosed that they do not own any
securities of the Company.

                         About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company's balance sheet at Dec. 31, 2010 showed $3.84 billion
in total assets, $2.53 billion in total liabilities, and
$1.31 billion in stockholders' equity.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


VITESSE SEMICONDUCTOR: Registers Common Stock With NASDAQ
---------------------------------------------------------
In a Form 8-A filing with the U.S. Securities and Exchange
Commission, Vitesse Semiconductor Corporation disclosed that it
registered its common stock with The NASDAQ Stock Market LLC.

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

The Company reported a net loss of $7.73 million on $37.45 million
of net revenue for the three months ended Dec. 31, 2010, compared
with a net loss of $33.86 million on $41.65 million of net revenue
for the same period a year ago.

The Company's balance sheet at Dec. 31, 2010 showed $87.98 million
in total assets, $116.23 million in total liabilities and
$28.25 million in total stockholders' deficit.


WENTWORTH ENERGY: Terminates 1.34-Mil. Common Shares Offering
-------------------------------------------------------------
On Sept. 28, 2005, Wentworth Energy, Inc. filed a Registration
Statement on Form S-8, registering 840,000 shares of common stock,
par value $0.001 per share, of the Company for offers and sales to
officers, directors, and consultants, consisting of both newly-
issues shares of common stock and shares of common stock issuable
upon the exercise of certain options.  This offering has been
terminated.

On Jan. 6, 2006, the Company filed a Registration Statement on
Form S-8, registering 500,443 shares of common stock, par value
$0.001 per share, of the Company for offers and sales to employees
and consultants of both newly-issues shares of common stock and
shares of common stock issuable upon the exercise of certain
options. This offering has also been terminated.

                      About Wentworth Energy

Palestine, Tex.-based Wentworth Energy, Inc. (OTC BB: WNWG)
-- http://www.wentworthenergy.com/-- is an exploration and
production company engaged in oil and gas exploration and
production primarily in the East Texas area.

The Company's balance sheet at Sept. 30, 2010, showed $19,823,843
in total assets, $73,880,395 in total liabilities, and $54,056,552
in stockholders' equity.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Wentworth Energy, Inc.'s ability to continue as a going
concern, following the Company's 2009 results.  The independent
auditors noted that the Company suffered losses from operations
and has a working capital deficiency.


WESTERN REFINING: Moody's Gives Stable Outlook, Puts 'B3' Rating
----------------------------------------------------------------
Moody's Investors Service changed Western Refining's rating
outlook to stable from negative.  Moody's also assigned a B3
rating to WNR's proposed Term Loan and changed its Speculative
Grade Liquidity rating to SGL-2 from SGL-4.

                        Rating Rationale

Proceeds from the proposed Term Loan due 2017 will be used to
refinance the existing Term Loan due 2014.  The refinancing
bolsters WNR's liquidity by enhancing its debt maturity profile
and will likely result in decreased interest expense.

"The move to a stable outlook reflects improved liquidity and
covenant headroom, improving cash flows as a result of more
supportive sector conditions and the shutdown of WNR's two least
profitable refineries," commented Jonathan Kalmanoff, Moody's
Analyst.  "Moody's expects low capital spending requirements over
the next few years with the potential for free cash flow if sector
conditions remain supportive, and the company has stated its
intention to use free cash flow to reduce debt."

The B3 CFR reflects WNR's high leverage, low level of
diversification (with one of its two refineries representing 85%
of throughput and capacity), and geographic concentration.  The
rating also considers the company's ability to access and utilize
comparatively low cost crude oil feed stocks in the current market
environment.  WNR is exposed to the risks inherent in the refining
sector which include volatile margins driven by crude oil and
refined product prices, the potential for changing market dynamics
which could affect the spread between crude oil and refined
product prices in various regions, volatile working capital needs
driven by oil prices, the risk of unplanned refinery downtime, and
exposure to regulatory and environmental risks.

The SGL-2 reflects WNR's good liquidity through 2011.  Capital
spending requirements are expected to be within cash flow, and
backup liquidity consists of a Dec. 31, 2010 pro-forma
cash balance of $43 million and asset based credit facility
availability of $336 million.  The size of the borrowing base
under the asset based credit facility is driven by the value of
inventory and receivables and is therefore sensitive to oil
prices.  The credit facility has a minimum Fixed Charge Coverage
Ratio covenant of 1.0x.  As of March 31, 2011 pro-forma, WNR will
be well within compliance with this covenant.  There are no debt
maturities until 2014.  Substantially all of WNR's assets are
pledged as security under the credit facility which limits the
extent to which asset sales could provide a source of additional
liquidity.

The B3 senior unsecured note rating reflects both the overall
probability of default of WNR, to which Moody's assigns a PDR of
B3, and a loss given default of LGD3-44%.  The lack of notching
between the CFR and the debt ratings is due to WNR's capital
structure which consists of nearly all secured debt.

An upgrade or positive outlook could result if WNR reduces debt
with free cash flow enough to bring Debt / Complexity Barrels
below $700/bbl while maintaining adequate liquidity.  A downgrade
or negative outlook could result if leverage were to increase due
to a leveraging acquisition, an unexpectedly severe deterioration
in sector conditions, or if liquidity were to become stressed.

The last rating action on WNR was on December 18, 2009, when
Moody's moved the rating outlook to negative from positive,
affirmed the B3 Corporate Family Rating, B3 Probability of Default
Rating, B3 (LGD 3:43%) senior unsecured note rating, and B3 senior
first secured Term Loan B rating, and lowered the liquidity rating
to SGL-4 from SGL-3.

WNR is an independent refining and marketing company headquartered
in El Paso, Texas.


WILLIAM HYNEMAN: To File for Chapter 7 Bankruptcy Protection
------------------------------------------------------------
Sarah Baker and Bill Dries at Daily News report that Memphis real
estate developer and controversial affiliate of the local
political landscape William R. Hyneman has a voluntary Chapter 7
petition on file with the U.S. Bankruptcy Court that lists
$62.96 million in liabilities and $3.7 million in assets.

According to the report, the case, which has not been formally
submitted, is a proposed 47-page bankruptcy petition.  Mr. Hyneman
and the family's associated companies once represented the largest
homebuilders in Shelby County.

The report says a $70,000 Rolex watch Hyneman allegedly gave to
former state Sen. John Ford was among the items seized by the
government in the Tennessee Waltz federal corruption case against
Ford.


WINDSTREAM CORP: Fitch Puts 'BB+' Rating on $500 Million Notes
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Windstream
Corporation's proposed offering of $500 million senior unsecured
notes due 2021.  Windstream's Issuer Default Rating is 'BB+'.
The Rating Outlook is Stable.

Proceeds from the offering are expected to be used to increase the
previously announced $600 million tender offer for the 8.625%
senior notes due 2016.  Proceeds from the new offering, the
previously announced offering of 7.5% senior unsecured notes due
2023, and revolver borrowings (or cash on hand) will be used to
fund the tender offer for the 2016 notes, for accrued and unpaid
interest on the notes and related fees and expenses.

Windstream's ratings incorporate expectations for the company to
generate strong operating and free cash flows and to have access
to ample liquidity.  Moreover, Windstream's revenues are becoming
more diversified through additional business and data services
revenue as a result of recent acquisitions.  Acquisitions in 2009
and 2010 have also added scale.  These positive factors aid in
partly offsetting the effect of competition for consumer voice
services on the company's operations, which is Fitch's principal
concern.  There is some near-term risk regarding the integration
of acquisitions completed in late 2010, but in Fitch's view the
risk is likely to be modest, owing to the company's experience
with acquiring and incorporating small- and medium-sized
acquisitions.

Fitch believes the initial effect of the fourth quarter
acquisitions of Q-Comm Corporation and Hosted Solutions
Acquisition, LLC on Windstream's leverage was modest, and once
synergies are realized by the end of 2011, leverage will be within
the current expectations for Windstream's 'BB+' IDR.  Windstream
made a $60 million pension contribution in February 2011 using
stock, rather than cash, to manage overall leverage.  Fitch
estimates Windstream's 2011 leverage will approximate 3.4 times,
at the upper end of the company's 3.2x to 3.4x historical range.

Windstream's use of equity to partly fund the Iowa
Telecommunications Services, Inc., NuVox Inc., D&E Communications,
Inc., and Q-Comm transactions is a notable mitigant to pressure on
the credit profile.

In Fitch's view, the principal operating risks faced by Windstream
consist of wireless substitution and competition from cable
multiple-system operators offering voice and data services.  Fitch
believes Windstream's competitive exposure to cable MSOs is lower
than that of the urban-based regional Bell operating companies
(RBOCs).  To mitigate the effects of competition within its
customer base for consumer voice service revenues, Windstream is
growing revenue from business services, as well as high-speed data
services provided to consumers and businesses.  The company also
provides bundles to residential customers that include satellite-
provided video services through an agreement with DISH Network.

On Dec. 31, 2010, Windstream had $590 million available on its
revolver and $42 million of cash on its balance sheet.  In
November 2010, Windstream expanded its revolving credit facility
to $750 million from $500 million.  Through amendments in 2009 and
2010, the maturity of $182.3 million of the $283 million
outstanding on term loan A has been extended from July 2011 to
July 2013.  The term loan B, which as of Dec. 31, 2010 had a
$1.351 billion balance outstanding, now has approximately $1.064
billion maturing in December 2015 rather than in July 2013.  In
September 2010, Windstream's facilities were amended to allow the
company to receive certain broadband stimulus grants, to increase
the amount of permitted incremental senior secured debt under the
facilities to $1.6 billion from $800 million and to permit the
company to extend the term loan B to the extent not previously
extended.  With the expansion of the revolver, secured debt
capacity is now $1.35 billion.

Principal financial covenants in the credit facilities require a
minimum interest coverage ratio of 2.75x and a maximum leverage
ratio of 4.5x.  There are limitations on capital spending, and the
dividend is limited to the sum of excess free cash flow and net
cash equity issuance proceeds subject to pro forma leverage of
4.5x or less.

Maturities in 2011 and 2012 approximate $139 million and
$44 million, respectively.  In Fitch's view, free cash flow will
be sufficient to repay maturing debt in 2011 and 2012.  Fitch
expects free cash flow for Windstream to be in the $350 million
to $450 million range in 2011.  Capital spending is expected to
rise in 2011 to a range of $520 million to $580 million from
$415 million in 2010.  The rise is due to factoring in the full-
year effect of ongoing spending by companies acquired in 2010, an
increase in stimulus-related broadband spending, and the potential
for success-based capital in the Hosted Solutions and Q-Comm
acquisitions.  The company's cash flows are expected to benefit
from an increase in bonus depreciation in 2011.


WINDSTREAM CORP: Moody's Assigns 'Ba3' Rating to Notes
------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Windstream
Corporation's proposed $500 million senior unsecured notes due
2021.  The company expects to use the net proceeds primarily to
fund a partial tender of the company's existing senior unsecured
8.625% senior notes that mature in 2016.  Following the tender,
the 2016 notes will have approximately $710 million remaining
outstanding.

Assignments:

Issuer: Windstream Corporation

  -- US$500M Senior Unsecured Regular Bond/Debenture, Assigned Ba3
      (LGD4- 69%)

  * Outlook -- Stable

                        Ratings Rationale

Windstream's Ba2 corporate family rating broadly reflects the
outlook for ongoing flat to modest wireline revenue declines and
Moody's expectations that, as result of the recently announced
acquisitions, the Company's adjusted Debt/EBITDA leverage has been
elevated for the rating category at about 3.8x.  However, the
rating is supported by management's commitment to reduce leverage
over the next two years.  Prospective synergies from the recent
acquisitions are likely achievable, and there is relatively low
perceived integration risk on a stand-alone basis due to the
acquired companies' size relative to Windstream.  In Moody's view,
if the acquisition activity continues, it may pressure
Windstream's ratings if it stretches the Company's resources
and/or if the staging of the integrations overlap with one another
and envisioned synergies are delayed.

Moody's also notes that increasing competition will continue to
constrain revenues for all incumbent wireline telcos.  However,
Windstream, similar to other rural operators, still dominates the
high-margin business of providing local phone service in rural
areas of the US, where competition is not as fierce as in the
urban markets.  While revenue growth from residential customers is
deemed unlikely due to secular pressures, Moody's recognizes the
investments and acquisitions the company has made over the past
year to bolster its business and broadband product lines, such
that these offerings represent over 55% of the company's combined
revenue stream.  Moody's also note that the company's management
team, which has a good record for meeting its commitments, is
likely to stem the pace of the cash flow declines in its legacy
wireline voice markets primarily through cost containment, and to
a lesser extent with greater penetration of higher-margin bundled
product offerings.

Moody's most recent rating action for Windstream was on March 2,
2011.  At that time, Moody's rated Windstream's $600 million notes
due 2023 at Ba3, LGD4 - 69%.

Windstream, headquartered in Little Rock, AR, is an ILEC providing
telecommunications services in 21 states and generated about
$$3.7 billion in revenues in Fiscal Year 2010.


WINDSTREAM CORP: S&P Assigns 'B+' Rating to $500 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue-level rating and '5' recovery rating to Little Rock, Ark.-
based telecommunications provider Windstream Corp.'s proposed
$500 million of senior notes due 2021 to be issued under rule 144A
without registration rights.  The '5' recovery rating indicates
S&P's expectation for modest (10%-30%) recovery in the event of
payment default.

The company intends to use the proceeds to increase the maximum
amount of the 8.625% senior notes due 2016 it is seeking in its
previously announced tender offer.  Windstream's pro forma
leverage, which includes recently announced acquisitions, will not
change as a result of this transaction since proceeds will be used
for debt repayment.  However, S&P expects the refinancing to
modestly improve its maturity profile.

The 'BB-' corporate credit rating and stable outlook on Windstream
are unchanged.  The ratings reflect an aggressive shareholder-
oriented financial policy with a commitment to a substantial
common dividend, which limits potential debt reduction; an
aggressive acquisition strategy; competition from wireless
substitution and cable telephony, which has resulted in access-
line losses and margin pressure; and declining revenues from its
mature local telephone business.

Tempering factors include the company's favorable market position
as an incumbent provider of local and long-distance
telecommunications services in less competitive and geographically
diverse secondary and tertiary markets, growth from digital
subscriber line services, still-healthy EBITDA margins, and S&P's
expectation for solid free operating cash flow.

                          Ratings List

                         Windstream Corp.

          Corporate Credit Rating         BB-/Stable/--

                           New Ratings

                         Windstream Corp.

               $500 mil senior notes due 2021  B+
                 Recovery Rating               5


WJO INC: Seeks Sept. 15 Plan Filing Extension
---------------------------------------------
WJO Inc. asks the Bankruptcy Court for more time to file and
solicit acceptances of a bankruptcy plan.  WJO Inc. said it has
been engaged in negotiations with its creditors for a consensual
plan of reorganization.  The Debtor is also formulating a business
plan for its post-confirmation business which must include
decisions relating to its multiple office locations and leasing
partners.  The Debtor is carefully considering its options for
what's best as a going forward entity.

The Debtor, accordingly, wants its exclusive filing deadline
stretched to Sept. 15, 2011, and its exclusive deadline to get
plan votes moved until Nov. 15.

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  Holly Elizabeth Smith,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., serve as the Debtor's bankruptcy counsel.  Attorneys at
Keifer & Tsarouhis LLP serve as counsel to the official committee
of unsecured creditors.  The Debtor disclosed $19,923,802 in
assets and $6,805,255 in liabilities as of the Chapter 11 filing.


WJO INC: Can Continue Using Tristate Capital's Cash Until April 1
-----------------------------------------------------------------
The Hon. Jean K. Fitzsimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania has authorized WJO, Inc., on a
fifth interim basis, to continue using cash collateral of Tristate
Capital Bank until April 1, 2011, at 5:00 p.m. ET.

The Lender asserts and the Debtor acknowledges that Lender holds
valid and enforceable claims the Debtor: (i) under the Revolving
Credit Facility, of unpaid principal of $$3.1 million and (ii)
under the Term Loan, of unpaid principal in the amount $820,000,
including without limitation interest, reasonable costs,
attorneys' fees, and other amounts owing under the prepetition
loan documents to the extent permitted by the Bankruptcy Code and
applicable law.

The Debtor will use cash collateral pursuant to a budget, a copy
of which is available for free at:

http://bankrupt.com/misc/WJO_5thinterimcashcollluse_budget.pdf

The Debtor will be permitted to exceed expenses, on a monthly
basis, in the budget by an amount not exceed either (a) 5% of
total expenses or (b) 5% with respect to each individual line item
set forth in the budget.

As adequate protection, the Lender is granted first priority
replacement liens in all of the properties of the Debtor
including, but not limited to, the Pre-Petition Collateral, the
Cash Collateral and all other assets of the Debtor, whether
acquired before or after the Petition Date.  To the extent such
adequate protection is insufficient to adequately protect the
Lender from diminution of its interest in the pre-petition cash
collateral, the Lender is granted a superpriority expense claim
allowable under Sections 503(b) and 507(b) of the Bankruptcy Code.

The Debtor's authority to use cash collateral will immediately
terminate upon the occurrence of certain events of default,
including, among others, breach of any terms of the Court's order,
conversion of the Debtor's case to a case under Chapter 7 of the
Bankruptcy Code, the appointment of a trustee in the Debtor's
bankruptcy case, and the dismissal of the Debtor's bankruptcy
case.

A further hearing on the Debtor's use of Cash Collateral will be
held on March 30, 2011, at 9:30 a.m.

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  Holly Elizabeth Smith,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., serve as the Debtor's bankruptcy counsel.  Attorneys at
Keifer & Tsarouhis LLP serve as counsel to the official committee
of unsecured creditors.  The Debtor disclosed $19,923,802 in
assets and $6,805,255 in liabilities as of the Chapter 11 filing.


W.R. GRACE: Jorvic, York Acquire More Shares
--------------------------------------------
In separate notices, these entities notified the Bankruptcy Court
that as of March 2, 2011, they beneficially own a number of shares
of W.R. Grace & Co. equity securities:

  Jorvik Multi-Strategy Master Fund, L.P.        54,331
  York Capital Management L.P.                  383,558
  Merrill Lynch Investment Solutions-
     York Event-Driven UCITS Fund               267,517
  York Multi-Strategy Master Fund, L.P.         651,350
  York Managed Holdings, LLC                    119,413

The parties also disclosed that they intend to purchase, acquire,
or otherwise accumulate a certain number of shares of Grace equity
securities and that as a result of the proposed transfer, if
permitted, they would own an increased number of Grace equity
securities shares:

                                    No. of Shares  Total Shares
                                       Acquired       Owned
                                    -------------  ------------
  Jorvik Multi-Strategy
     Master Fund, L.P.                      3,606        57,937
  York Capital Management L.P.             25,443       409,001
  Merrill Lynch Investment Solutions-
     York Event-Driven UCITS Fund          20,029       287,546
  York Multi-Strategy Master Fund, L.P.    43,140       694,490
  York Managed Holdings, LLC                7,783       127,196

On March 1, York Managed Holdings, LLC, said it disposed of 1,200
shares of Grace equity securities.  Following the transfer, York
Managed Holdings beneficially owned 103,847 shares of Grace equity
securities.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Releases Pro Forma Financial Info. at Dec. 31
---------------------------------------------------------
W.R. Grace & Co. filed pro forma financial information of the
Company and its subsidiaries as of Dec. 31, 2010, on a Form 8-
K filing with the U.S. Securities and Exchange Commission.

The Financial Information has been prepared as an update to
previous pro forma financial information prepared for the sole
purpose of evaluating the feasibility of the proposed Joint Plan
of Reorganization under Chapter 11 of the United States Bankruptcy
Code of W. R. Grace & Co., certain of its Subsidiaries, the
Official Committee of Asbestos Personal Injury Claimants, the
Personal Injury Future Claimants' Representative, and the Official
Committee of Equity Security Holders.  The Financial Information
was prepared using the consolidated financial statements of Grace,
which include certain domestic and international subsidiaries and
affiliates that are not debtors in the bankruptcy.

The Financial Information includes:

  * Pro forma consolidated balance sheet of Grace as of
    Dec. 31, 2010, reflecting the accounting effects of the
    Joint Plan as if it became effective on that date.

  * Pro forma consolidated statement of operations of Grace for
    the year ended Dec. 31, 2010, reflecting the accounting
    effects of the Joint Plan as if it became effective on
    Dec. 31, 2009.

                     Asbestos-related Claims

Asbestos personal injury claims and asbestos property damage
claims will be resolved through the creation of two separate
trusts, both established pursuant to Section 524(g) of the
Bankruptcy Code.

Grace's contribution to the Asbestos PI Trust includes:

  * Cash of approximately $452 million, which includes $250
    million pursuant to the asbestos personal injury settlement
    announced in April 2008 (plus an assumed $23 million of
    interest from January 1, 2009 to Dec. 31, 2010), and
    approximately $179 million pursuant to this arrangement:

    In order to ensure that the Sealed Air Indemnified Parties
    and the Fresenius Indemnified Parties obtain Section 524(g)
    protection with respect to Asbestos PD Claims, Cryovac and
    Fresenius will pay a total of approximately $179 million to
    the Asbestos PD Trust, which amount would otherwise have
    been paid by Grace for resolved Asbestos PD Claims.  As an
    offset, the Cryovac and Fresenius payments to the Asbestos
    PI Trust will be reduced and Grace's payment to the Asbestos
    PI Trust will correspondingly increase.

  * Warrants to acquire 10 million shares of Grace common stock
    at an exercise price of $17 per share expiring one year
    after the Effective Date of the Joint Plan.

  * Deferred payments of $110 million per year for five years
    beginning January 2, 2019, and of $100 million per year for
    10 years beginning January 2, 2024.

  * Rights to proceeds from Grace's asbestos-related insurance
    coverage.

Grace's contribution to the Asbestos PD Trust includes:

  * With respect to Class 7A Claims (Asbestos PD Claims,
    excluding U.S. and Canadian ZAI PD Claims), a deferred
    payment obligation to fund Allowed Claims resolved after the
    Effective Date and Asbestos PD Trust Expenses.

  * With respect to Class 7B Claims (U.S. ZAI PD Claims), a
    deferred payment obligation of $30 million payable on the
    third anniversary of the Effective Date and up to 10
    contingent payments of $8 million per year during the 20
    year period beginning on the fifth anniversary of the
    Effective Date.  These contingent payments will be made only
    in the event certain conditions are met, including that the
    assets available in the Asbestos PD Trust to pay Class 7B
    Claims fall below $10 million in value.

  * With respect to Canadian ZAI PD Claims, a payment of
    approximately C$8.6 million to the Canadian ZAI PD Claim
    Fund.

Cryovac will contribute directly to the Asbestos PI Trust and the
Asbestos PD Trust a total of (i) $512 million cash plus accrued
interest of 5.5% from December 21, 2002, and (ii) 18 million
shares of Sealed Air Corporation common stock.

Fresenius will contribute directly to the Asbestos PI Trust and
Asbestos PD Trust a total of $115 million.

Grace will pay approximately $1.120 billion, estimated as of
Dec. 31, 2010, including accrued interest to satisfy other
claims payable at the Effective Date.  This, Grace said, includes
prepetition bank debt, drawn letters of credit, environmental
settlements, income tax settlements, amounts due to vendors and
other non-asbestos claims, plus accrued interest for certain of
these items.  In addition, emergence costs in the amount of $15
million are assumed to be paid at the Effective Date.  This amount
is intended to cover one-time expenses associated with emergence,
Grace said.

Grace said it will satisfy all other liabilities subject to
compromise as they become due and payable after emergence.  Those
liabilities are estimated at approximately $364 million as of
Dec. 31, 2010, and include amounts for postretirement
benefits, income tax contingencies, and environmental
contingencies.

The Financial Information assumes payments to claimants as set
forth in the Joint Plan.  It assumes no payments for contingencies
not contemplated by the Joint Plan, including but not limited to
default interest on Grace's prepetition bank debt claims, as
demanded by the prepetition bank debt holders and estimated to be
approximately $115 million of additional interest as of December
31, 2010.  If any of those contingencies become probable and
estimable, Grace would expect to record a liability at that time.

                         Exit Financing

The Financial Information assumes that Grace will pay claims at
emergence with existing cash and borrowings under a new credit
facility.  The Financial Information assumes a new $815 million
credit facility to fund allowed claims payable on the Effective
Date and to provide working capital and letters of credit for
post-emergence operations.  Of the amount, $615 million is assumed
borrowed on the Effective Date, with $200 million of revolver
capacity undrawn and available for future needs.  Origination fees
and other costs of the exit financing, including any original
issue discount, are assumed to be $20 million.

In addition, Grace assumes it will maintain an existing foreign
line of credit of up to EUR70 million.  The Financial Information
assumes a weighted average interest rate of 5.4% on borrowings
under the new credit facility.  The actual amount of new financing
that the Company will need to fund the Joint Plan, as well as the
structure and cost of the financing, will generally depend on the
timing of its emergence and the amount of its available cash
resources, including net cash from its operating and investing
activities prior to emergence, the final resolution costs for its
outstanding claims and contingent liabilities, and lending market
conditions at the time of emergence.

A full-text copy of the Pro-forma Financial Statements is
available for free at http://ResearchArchives.com/t/s?74c7

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Compensation Panel OK Annual Incentive Pay
------------------------------------------------------
The Compensation Committee of the Board of Directors of W.R. Grace
& Co. approved the Grace Annual Incentive Compensation Program
applicable to all officers, the Company said in a regulatory
filing with the U.S. Securities and Exchange Commission on
February 25, 2011.

The amount of an individual's payment under the AICP is
discretionary and is based upon:  the individual's AICP target
amount; the size of the AICP incentive pool; and the individual's
performance during the one-year performance period.  The size of
the AICP incentive pool is determined based on two Grace
performance measures:

  * 50% of the aggregate AICP incentive pool (the "Adjusted EBIT
    Pool") funding is based on the amount of Grace Adjusted EBIT
    for the one-year performance period; and

  * 50% of the aggregate AICP incentive pool (the "Adjusted
    Operating Cash Flow Pool") funding is based on the amount of
    Grace Adjusted Operating Cash Flow for the one-year
    performance period calculated.

The Compensation Committee has discretion to adjust the
performance objectives or establish or increase the size of the
AICP incentive pool even if performance objectives are not
achieved, according to the disclosure.

The amount of the AICP incentive pool will be the sum of the
amounts funded in the Adjusted EBIT Pool and the Adjusted
Operating Cash Flow Pool.  The funding of each Partial Pool is
determined independently by reference to the Adjusted EBIT and
Adjusted Operating Cash Flow performance targets set forth in the
Grace Annual Operating Plan for the one-year performance period:

     Percentage of 50% of
    Aggregate Target Award         Actual Grace Performance
  Amounts Funded in Partial          as a Percentage of
          Pool (%)                   Relevant Target (%)
  -------------------------        ------------------------
            0                         less than 80
           25                              80
          100                             100
          200                         135 or above

The AICP Targets of Grace's principal executive officer, Grace's
principal financial officer and the other Grace executive officers
named in the Summary Compensation Table in the Grace 2010 Form 10-
K are:

                   AICP Target as Percent
                   of Base Salary Actually  Annual Base Salary
                   Paid During Performance  Rate as of 03/01/11
Officer           Period (%)                       ($)
-------           -----------------------  -------------------
A.E. Festa                100                    975,000
H. La Force III            80                    430,000
G.E. Polig                 80                    450,000
D.A. Bonham                80                    410,000
M.A. Shelnitz              70                    375,000

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones,
LLP, represent the Debtors in their restructuring effort.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock
& Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on Jan. 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WRIGHT OIL: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Wright Oil Inc.
        P.O. Box 367
        Medicine Lodge, KS 67104

Bankruptcy Case No.: 11-10554

Chapter 11 Petition Date: March 14, 2011

Court: United States Bankruptcy Court
       District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: Nicholas R. Grillot, Esq.
                  REDMOND & NAZAR, LLP
                  245 N. Waco, Suite 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610
                  E-mail: ngrillot@redmondnazar.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ksb11-10554.pdf

The petition was signed by Joseph G. Wright, vice-president.


YELLOWSTONE MOUNTAIN: Blixseth Continues Pursuit to Bar Judge
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Yellowstone Mountain Club
LLC founder Timothy Blixseth filed court papers showing that he
isn't giving up on a bid to disqualify a bankruptcy judge from
overseeing the complex litigation surrounding the luxury
community.

                     About Yellowstone Mountain

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

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

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

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


YRC WORLDWIDE: Misses Restructuring Milestone
---------------------------------------------
YRC Worldwide Inc. said on Monday that a milestone requirement
under its amended credit agreement was not satisfied.

The Credit Agreement Amendment, dated Feb. 28, extends the
deadline for the company's restructuring to be effectuated and
closed from May 13, 2011 to July 22, 2011 (or such later date
approved by a supermajority of its lenders but not later than Dec.
31, 2011); provided, that the Closing Condition deadline will be
May 31, 2011 if the Pension Fund Amendment Condition is not
satisfied on or before that date.

The Credit Agreement Amendment adds a milestone which requires YRC
to obtain, by March 10, 2011, the nonbinding agreement of so-
called Majority Funds, at least a majority of exposure as defined
in YRC's Contribution Deferral Agreement, to the terms of the Term
Sheet.  The nonbinding agreement was not obtained by the required
date.

YRC has entered into a Contribution Deferral Agreement, as
amended, with 26 multi-employer pension funds, which provide
retirement benefits to certain of the Company's union represented
employees, whereby pension contributions originally due to the
funds were converted to debt.  At Dec. 31, 2010, $139.1 million of
deferred contributions were subject to the terms of the
Contribution Deferral Agreement.

"Pension Fund Amendment Condition" means that the Specified
Pension Fund Deferral Transaction Documents have been amended to
extend the deferral of interest and amortization payments from May
31, 2011 to July 22, 2011, subject to earlier termination if the
Documentation Condition or the Closing Condition is not satisfied
by the applicable required date.

YRC said a Milestone Failure has occurred because the Pension Fund
Condition was not satisfied by the required date, and, as a
result, the Required Lenders have the right, but not the
obligation, to declare an event of default under the Credit
Agreement.

YRC believes the Milestone Failure occurred principally as a
result of the Majority Funds including in their nonbinding
agreement to the terms of the Term Sheet their intent to seek a
significant increase in the interest rate payable on the Pension
Note in connection with the definitive documents regarding the
Restructuring, and such nonbinding agreement was not acceptable to
certain of the Consenting Parties.

The Required Lenders have not indicated that they intend to
declare an event of default under the Credit Agreement, and YRC
said it is continuing to work with the parties to satisfy the
Documentation Condition.

As of March 14, 2011, the Agent under YRC's Credit Agreement does
not recommend declaring an event of default at this time in
respect of the Milestone Failure.

YRC said it cannot provide any assurance that the Required Lenders
will not declare an event of default under the Credit Agreement.
If the Required Lenders declare an event of default under the
Credit Agreement, YRC said it anticipates seeking protection under
the U.S. Bankruptcy Code.

YRC has two primary liquidity vehicles:

     -- the Credit Agreement dated as of August 17, 2007, with
        JPMorgan Chase, National Association, as administrative
        agent, and the other agents and lenders; and

     -- an asset-based securitization facility, whereby YRC
        receives financing through the sale of certain of its
        accounts receivable.

During 2010, the Company renewed and entered into a number of
amendments to its ABS Facility that, among other things, addressed
liquidity and covenant relief.  Yellow Roadway Receivables Funding
Corporation, a special purpose entity and wholly owned subsidiary
of the Company, operates the ABS Facility.

The Credit Agreement provides YRC with a $713.7 million senior
revolving credit facility, including a $35 million sublimit
available for borrowings under certain foreign currencies and a
$550 million sublimit for letters of credit, and a senior term
loan in an aggregate outstanding principal amount of approximately
$257.1 million at Dec. 31, 2010.  During 2010 and into 2011, the
Company entered into a number of amendments to the Credit
Agreement that, among other things, addressed liquidity and
covenant relief.

The Credit Agreement requires that the Company maintain at least
$25 million of Available Cash as of Dec. 31, 2010 and from and
after January 1, 2011.

For the three consecutive fiscal quarters ending Dec. 31, 2010,
the minimum Consolidated EBITDA covenant was $100 million. The
Credit Agreement does not include a minimum Consolidated EBITDA
covenant in respect of the period ending March 31, 2011 and
provides that the minimum EBITDA covenant for each fiscal quarter
thereafter shall be in an amount to be agreed to by the Company,
the Agent and the Required Lenders on or prior to April 29, 2011.

The Credit Agreement restricts the Capital Expenditures under the
Credit Agreement for the periods set forth below from exceeding
the levels set forth opposite such periods:

                                          Maximum Capital
       Period                               Expenditures
       ------                             ---------------
For the fourth fiscal quarter in 2010         $57,500,000
For the four fiscal quarters
   ending Dec. 31, 2010                  $115,000,000
For the first fiscal quarter in 2011          $20,000,000
For the second fiscal quarter in 2011         $35,000,000
For the third fiscal quarter in 2011          $70,000,000
For the fourth fiscal quarter in 2011         $70,000,000
For any single fiscal quarter in 2012         $50,000,000

On February 28, 2011, YRC entered into Amendment No. 20 to the
Credit Agreement that modified the affirmative covenant that
required receipt of financial statements for fiscal year ended
2010 with an audit opinion that did not include a "going concern"
qualification to permit receipt of an audit opinion with a "going
concern" qualification.

As of Dec. 31, 2010, YRC was in compliance with the covenants of
the Credit Agreement.

The ABS Facility is scheduled to expire on October 19, 2011. The
ABS Facility is a facility with a maturity of less than one year
because many of the purchasers of YRC's accounts receivable
underlying YRC's ABS Facility finance their purchases by issuing
short term notes in the commercial paper markets backed by these
and other companies' receivables.  YRC has historically renewed
the ABS Facility at or before its scheduled expiration. If YRC is
unable to extend or renew the ABS Facility or replace it with an
alternative financing, there is a substantial risk that it could
not repay the entire facility or have funds sufficient to operate
its business.  YRC anticipates that the ABS Facility would be
replaced with an asset-backed lending facility pursuant to the
Restructuring contemplated by the Term Sheet.

The aggregate commitments under the ABS Facility are currently
$325 million, and the letter of credit facility sublimit is $84
million. At Dec. 31, 2010, there was $5.3 million available
capacity based on qualifying accounts receivables and certain
other provisions under the ABS Facility.


The financial covenants under the ABS facility for minimum
consolidated EBITDA, available cash and capital expenditures are
consistent with the Credit Agreement's covenants.

On Feb. 28, 2011, YRC entered into an amendment to the ABS
Facility that modified a covenant under the ABS Facility to permit
an audit opinion with respect to the Company's financial
statements for the fiscal year ended 2010 that contains a going
concern qualification.

As of Dec. 31, 2010, YRC was in compliance with the covenants of
our ABS Facility.

                        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's balance sheet at Dec. 31, 2010, showed
$2.63 billion in total assets, $2.73 billion in total liabilities
and $95.84 million in total shareholders' deficit.

As reported in the Troubled Company Reporter on March 18, 2010,
KPMG LLP, in Kansas City, Missouri, expressed substantial doubt
about YRC Worldwide's ability to continue as a going concern in
its report on the Company's consolidated financial statements as
of and for the year ended Dec. 31, 2009.  The independent
auditors noted that the Company has experienced significant
declines in operations, cash flows, and liquidity.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services placed its
'CCC-' corporate credit rating on YRC Worldwide Inc. (YRCW) on
CreditWatch developing.  At the same time, S&P is withdrawing the
existing issue level ratings on Yellow Corp.'s senior unsecured
debt, given the negligible amounts outstanding.

"The ratings on Overland Park, Kan.-based YRCW reflect its near-
term liquidity challenges, meaningful off-balance-sheet contingent
obligations related to multiemployer pension plans, as well as its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Standard & Poor's credit analyst Anita
Ogbara.  "YRCW's substantial (albeit deteriorating) market
position in the less-than-truckload (LTL) sector, which has high
barriers to entry, partially offsets these characteristics.  We
characterize YRCW's business profile as weak, financial profile as
highly leveraged, and liquidity as weak."


ZALE CORP: Breeden Capital Discloses 24.23% Equity Stake
--------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Breeden Capital Management LLC and its affiliates
disclosed that they beneficially own 7,784,764 shares of common
stock of Zale Corporation representing 24.23% of the shares
outstanding.  As of March 1, 2011, 32,134,443 shares of Zale
Corporation's Common Stock, par value $0.01 per share, were
outstanding.

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale reported a net loss of $93.67 million on $1.62 billion of
revenues for the year ended July 31, 2010, compared with a net
loss of $166.35 million on $1.78 billion of revenues for the same
period a year ago.

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


ZALE CORP: David Dyer Does Not Own Any Securities
-------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, David Dyer, a director at Zale Corp., disclosed that
he does not own any securities of the Company.

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

The Company reported a net loss of $70.67 million on $953.45
million of revenue for the six months ended Jan. 31, 2011,
compared with a net loss of $53.05 million on $911.46 million of
revenue for the same period during the prior year.

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


ZAMINDAR PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Zamindar Properties, LLC
        457 State Street
        Beaver, PA 15009

Bankruptcy Case No.: 11-21472

Chapter 11 Petition Date: March 14, 2011

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Edgardo D. Santillan, Esq.
                  PROSTKO & SANTILLAN, LLC
                  650 Corporation Street, Suite 304
                  Beaver, PA 15009
                  Tel: (724) 770-1040
                  Fax: (412) 774-2266
                  E-mail: edscourt@debtlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/pawb11-21472.pdf

The petition was signed by Michael W. Staaf, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Quayco, LLC                           11-20122            01/07/11


* Imperial Capital Advised Newly Emerged California Coastal
-----------------------------------------------------------
Imperial Capital disclosed the successful restructuring and
emergence from Chapter 11 bankruptcy proceeding of California
Coastal Communities, Inc., a residential land development and
homebuilding company operating in Southern California.  Imperial
Capital was engaged by California Coastal as their exclusive
financial advisor during the restructuring.

Imperial Capital provided advice and guidance through their
expertise in restructuring negotiations, knowledge of real estate
and capital markets execution.  "The senior lenders, led by
Anchorage Capital Group and Bank of America, demonstrated
extensive real estate knowledge and will be an excellent partner
for California Coastal as the Company continues the successful
build-out of this 356-home Brightwater community," added Robert
Warshauer, Managing Director at Imperial Capital and lead
investment banker on the transaction.

Imperial Capital, as exclusive financial advisor to California
Coastal, worked closely with the senior lenders to provide the
right capital structure for the Company.  "Imperial Capital's
Restructuring Advisory Group is dedicated to providing clients
creative solutions to complex transactions," said Jason Reese,
Chairman and Chief Executive Officer of Imperial Capital.

                    About California Coastal

Irvine, California-based California Coastal Communities, Inc.
-- http://www.californiacoastalcommunities.com/-- is a
residential land development and homebuilding company with
properties owned or controlled primarily in Orange County,
California, and also in Lancaster in Los Angeles county.  The
Company's primary asset is a 356-home luxury coastal community
known as Brightwater in Huntington Beach, California.

California Coastal and certain of its wholly-owned subsidiaries
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif.
Lead Case No. 09-21712) on Oct. 27, 2009.  Joshua M. Mester, Esq.,
in Los Angeles, California, serves as counsel to the Debtors.  The
Company's financial advisor is Imperial Capital, LLC.  California
Coastal disclosed $4.23 million in assets and $250.5 million in
liabilities as of the Chapter 11 filing.


* KCC Again Recognized as 'Turnaround Service of The Year'
----------------------------------------------------------
Kurtzman Carson Consultants LLC (KCC), a Computershare company and
a leading claims and noticing agent was named "Turnaround
Product/Service of the Year" for its Corporate Restructuring
Services in The M&A Advisor Annual Turnaround Awards for the
second consecutive year.

KCC represents the first and only claims and noticing agent to be
recognized in the award program, which was created by The M&A
Advisor to honor individuals and firms for setting the industry
standard in the marketplace.  This year, the program identified
137 finalists in 31 categories. The final award recipients were
determined by an independent body of experts that span the
turnaround industry.

"KCC represents the best of the turnaround, restructuring and
distressed investing industry," said Roger Aquinaldo, CEO, The M&A
Advisor. "Despite the challenges facing our industry, the award
winners represent the resilience and innovative spirit within the
market."

"In 2001, KCC set out to create a higher standard for claims
administration services and we are honored to be recognized by the
industry for our unwavering commitment to our clients," said KCC
President, Jon Orr.  "As we reflect upon our 10-year anniversary,
this recognition inspires us to continue to bring innovative
solutions and add substantive value to the corporate restructuring
process in new and progressive ways."

In its role as a claims agent for the country's largest Chapter 11
proceedings, KCC provides claims administration, noticing,
document production, balloting & solicitation and disbursement
services as well as a specialized suite of public securities
services.  KCC's clients include Ambac Financial, Blockbuster,
General Growth Properties, MSR Resort Golf Course, The Great
Atlantic & Pacific Tea Co. and Washington Mutual, among many
others.

                          About KCC

Kurtzman Carson Consultants LLC -- http://www.kccllc.com-- a
Computershare company, provides administrative-support services
that help legal professionals realize time and cost efficiencies.
With an integrated suite of corporate restructuring, class action
and legal document management solutions, KCC alleviates the
administrative challenges of legal processes and procedures. KCC
has gained client and industry recognition for its industry
expertise, professional-level client service and proprietary
technologies.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Mar. 17-19, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 27-29, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott, Chicago, IL
           Contact: http://www.turnaround.org/

May 5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - New York City
        Association of the Bar of the City of New York,
        New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        Hilton New York, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Feb. 27, 2011



                           *********

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

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

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

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

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

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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