TCR_Public/110317.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 17, 2011, Vol. 15, No. 75

                            Headlines

207 REDWOOD: Disclosure Statement Hearing on May 5
ADVANCE NANOTECH: Noteholders Look to Force Liquidation
AE BIOFUELS: 6 Officers & Directors Acquire Common Shares
AGY HOLDING: Has $50 Million Loan Agreement with Bank of America
AIRVANA NETWORK: Moody's Assigns 'B3' Corporate Family Rating

ALION SCIENCE: Consolidated EBITDA for 2010 at $62.3-Mil.
AMERICAN INT'L: Aims to Buy Back RMBS from N.Y. Fed
AMERICAN WEST: Denly Utah Discloses 29.9% Equity Stake
ANCHOR BLUE: Northbay Networks Awarded Hard Assets
BANK OF GRANITE: Senior Credit Officer Has 287 Shares

BERNARD L MADOFF: Trustee Struggles to Serve Kohn Defendants
BEST ENERGY: Morris Gad Has 5.15 Million Common Shares
BIOFUEL ENERGY: Greenlight Principal Has 40.8% Stake
BIOFUEL ENERGY: Third Point Has 22.6% Ownership
BIOSCRIP INC: S&P Affirms Corporate Credit Rating at 'B'

BOART LONGYEAR: S&P Assigns 'BB-' Corporate Credit Rating
BONDS.COM GROUP: Sold Securities, Bought Beacon Capital Last Month
BORDERS GROUP: Wants Until Sept. 14 to Decide on Leases
BORDERS GROUP: Several Utilities Oppose Injunction
BORDERS GROUP: Landlords Criticize Lease Rejection Procedures

BRE PROPERTIES: Fitch Upgrades Preferred Stock Rating to 'BB+'
BROADCAST INT'L: Files Form S-1 for 40,599,961 Shares
BROADCAST INT'L: ACT Capital Has 5.5% Equity Stake
BRYAN MOORE DEV'T: Court Approves Deal Between Bank & Receiver
BUILDERS FIRSTSOURCE: Deregisters Securities; Support Pact Lapses

C&D TECHNOLOGIES: T. Rowe Price No Longer Owns Shares
CAPRIUS INC: Knight Capital Discloses 18.83% Equity Stake
CARPENTER CONTRACTORS: Can Use Cash Collateral Until Mar. 21
CARPENTER CONTRACTORS: U.S. Trustee Unable to Form Creditors Panel
CATALYST PAPER: Letko Brosseau Discloses 4.78% Equity Stake

CC MEDIA: Offers to Exchange Non-Qualified Stock Options
CC MEDIA: Distributed Confidential Circular on $750MM Notes
CELL THERAPEUTICS: Gets Exclusive Marketing Deal of Tosedostat
CEMTREX INC: Arun Govil Owns 25.43 Million Common Shares
CHINA TEL GROUP: Engages Kabani & Company as Accountants

CINCINNATI BELL: LSV Asset Has 5.476% Equity Stake
CNOSSEN DAIRY: Files Schedules of Assets and Liabilities
CNOSSEN DAIRY: Amends Motion to Pay Prepetition Vendor Claims
COMPOSITE TECHNOLOGY: Gets $600K in Bridge Loans from 4 Investors
CONSPIRACY ENTERTAINMENT: Dismisses Chisholm as Accountants

CONVERSION SERVICES: Board Members Get 375,000 Shares Each
CORROZI-FOUNTAINVIEW: Counsel Withdraws, Cites Absence of Plan
COVANTA HOLDING: Moody's Says Dividend Won't Affect Credit Quality
CROWN FOREX: Court Orders Continuing Asset Freeze for Beckman
CUMULUS MEDIA: Reports $29.40 Million Net Income in 2010

DBSD N.A.: Dish Network Wins Approval of $1.4B Takeover Bid
DBSD N.A: ICO & DISH Enter Restructuring Support Agreements
DUCK HOUSE: Files Schedules of Assets and Liabilities
DYNAVAX TECHNOLOGIES: Federated Investors Has 20.67% Stake
EAST BAY: Wants Case Dismissal Order Vacated

EMISPHERE TECHNOLOGIES: Bai Ye Feng Discloses 9.39% Stake
EMMIS COMMUNICATIONS: Alden Global Discloses 8.47% Equity Stake
ENERGY FUTURE: To Offer 72-Mil. Common Shares to Key Employees
ERVING INDUSTRIES: PBGC to Cover Pensions of 900 Workers
ESTERLINETECHNOLOGIES CORP: S&P Lifts Corp. Credit Rating to 'BB+'

EVERGREEN ENERGY: Recurring Losses Cue Going Concern Doubt
EVERGREEN ENERGY: Adds Peter Moss to Board of Directors
EXIDE TECHNOLOGIES: Objects to Fla. Revenue Agency, Trenton Claim
EXIDE TECHNOLOGIES: EnerSys Wants Records in Dismissal Plea
EXIDE TECHNOLOGIES: Files Post-Confirmation Report for Q3

FAIR FINANCE: SEC Charges 3 Execs Over $230MM Investment Scheme
FAIRFAX FINANCIAL: Moody's Upgrades Senior Debt Rating From 'Ba1'
FARLEY'S & SATHERS: Moody's Assigns 'B1' Corp. Family Rating
FARLEY'S & SATHERS: S&P Assigns 'B' Corporate Credit Rating
FELCOR LODGING: Moody's Affirms 'B2' Rating on Senior Notes

FIDDLER'S CREEK: Files Second Amended Disclosure Statement
FNB UNITED: Dixon Hughes PLC Raises Going Concern Doubt
FONTAINEBLEAU LV: Chapter 7 Trustee Seeks Mediation in WTC Suit
FONTAINEBLEAU LV: Seeks Extension for Final Privilege Log
FONTAINEBLEAU LV: Chapter 7 Trustee Proposes Furr as Counsel

FORD MOTOR: Stephen Odell Owns 13,362 Common Shares
FRANKLIN PACIFIC: Files Schedules of Assets and Liabilities
FRESNO PACIFIC: Has Until April 8 to File Reorganization Plan
GELTECH SOLUTIONS: Employment Pacts of CEO, Pres. and CTO Okayed
GSC GROUP: Trustee Wants Kaye Scholer Fees Slashed

HARRON COMMUNICATIONS: Moody's Puts 'B2' Corporate Family Rating
HARRON COMMUNICATIONS: S&P Assigns 'B' Corporate Credit Rating
HASKELL COUNTY: Moody's Downgrades Rating on Tax Debt to 'Ba2'
HAWKER BEECHCRAFT: W. Boisture to be Paid $90,090 Add'l Incentive
HOVNANIAN ENTERPRISES: Registers Tangible Units With NYSE

INN OF THE MOUNTAIN: Suspends Filing of Reports with SEC
INNKEEPERS USA: Court Approves Commitment Letter
INNOVATIVE COMPANIES: Plan Admin. Wants More Time for Final Decree
ISLAND ONE: Plan Confirmation & Sale Hearing Set for April 20
ISLAND ONE: Can Continue Using Cash Collateral Until April 20

JARDEN CORPORATION: Moody's Puts 'Ba1' Rating on $1.25 Bil. Loan
KE KAILANI: Files Schedules of Assets and Liabilities
KV PHARMACEUTICAL: Releases Patience Assistance Prgm for Makena
LAUREATE EDUCATION: Moody's Assigns 'B1' Rating to Senior Loan
LEHMAN BROTHERS: Goldman Sachs to File Competing Plan for Lehman

LEHMAN BROTHERS: Executives May Escape Prosecution Over Repo Deals
LEHMAN BROTHERS: Proposes to Sell Stake in Quadrant Structured
LEHMAN BROTHERS: Has LB Bankhaus Note Purchase Agreements
LEHMAN BROTHERS: Proposes to Plan Confirmation Discovery Process
LEHMAN BROTHERS: To Recover $579-Mil. from ADR Process

LEO ROBBINS: Surya Capital Acquires Inventory at Auction
LIBBEY INC: Reports $70.08 Million Net Income in 2010
LIFECARE HOLDINGS: Gets $287.5-Mil. New Credit Facilities
LOAN EXCHANGE: Seeks to Dismiss Chapter 11 Case
LODGENET INTERACTIVE: Incurs $11.68 Million Net Loss in 2010

LODGENET INTERACTIVE: Citigroup Global Is 7.2% Equity Owner
LOWER BUCKS: Working on Plan That Gives Control to New Owner
LPATH INC: CEO Pancoast Owns 110,200 Shares
LYONDELL CHEMICAL: BNY Mellon Still On Hook For $1B Lyondell Suit
MACY'S INC: S&P Changes Outlook to Positive, Affirms 'BB+' Rating

MAUI LAND: Swings to $24.75 Million Net Income in 2010
MCCLATCHY CO: Fourth Quarter Net Income at $15.8-Mil.
MCCLATCHY COMPANY: BlackRock is 5.47% Equity Owner
MILLENNIUM MULTIPLE: Plan Participants Want Case Converted to Ch 7
MILLENNIUM MULTIPLE: Taps Robert D. Goldstein as Auditor

MOLECULAR INSIGHT: QVT Fin'l Says Talks on Restructuring Ongoing
MONEYGRAM INT'L: Guardian Life Is 15.4% Equity Owner
MORGANS HOTEL: Parag Vora Discloses 6.70% Equity Stake
NAVISTAR INTERNATIONAL: Fitch Lifts Issuer Default Rating to 'BB'
NAVISTAR INTERNATIONAL: S. McChrystal Does Not Own Any Securities

NEW STREAM: Issues Statement Regarding Chapter 11 Case
NEW STREAM: Taps Kurtzman Carson as Notice and Claims Agent
NMT MEDICAL: Common Stock Delisted From NASDAQ
NOVASTAR FINANCIAL: Offers to Purchase Series C Preferred Stock
OLD NATIONAL: Fitch Affirms Individual Rating at 'B/C'

OMNICOMM SYSTEMS: Mentor Capital Head Has 8.7% Equity Stake
OPTI CANADA: Fir Tree Discloses 4.8% Equity Stake
OPTI CANADA: Feb. Bitumen at 23,100 Barrels Per Day
PANZAR KFC: To Auction Off Leasehold Interests on June 9
PINEMOOR GOLF: Rotonda Buys Golf Course for $1.1MM in Foreclosure

PHOENIX FOOTWEAR: Stock Split Became Effective Jan. 31
PREMIUM DEV'T: U.S. Trustee Moves to Convert or Dismiss Case
PRETIUM PACKAGING: S&P Assigns 'B' Corporate Credit Rating
PRM SMITH: Court Approves Pronske & Patel as Counsel
PRM SMITH: Files Schedules of Assets and Liabilities

QUANTUM CORP: BlackRock Has 5.27% Equity Stake
QUEPASA CORP: Lars Batista Owns 49,000 Common Shares
QUICKSILVER RESOURCES: S&P Affirms 'B+' Corporate Credit Rating
RADIENT PHARMACEUTICALS: Registers 45.7MM Shares
RASER TECHNOLOGIES: Richard Clayton Owns 950 Common Shares

REGAL PLAZA: Hearing on Plan Outline Adjourned to April 6
REGAL PLAZA: Asks Court to Set $6.8-Mil. Value for Shopping Center
RUGGED BEAR: Court Appoints Consumer Privacy Ombudsman
RUGGED BEAR: Files Schedules of Assets & Liabilities
SAI RESTAURANTS: Files for Chapter 11 Bankruptcy Protection

SEXY HAIR: U.S. Trustee Takes Aim at Deal With Imperial Capital
SURGERY CENTER: S&P Assigns 'B+' Corporate Credit Rating
TRW AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'BB+'
UNITED CONTINENTAL: IAM Accuses AFA of Harassing Flight Attendants
UNITED CONTINENTAL: D&Os Disclose Ownership of Stock

UNITED CONTINENTAL: FMR Discloses 12.554% Equity Stake
UNITED CONTINENTAL: Wellington Discloses 9.71% Equity Stake
UNIVERSAL CITY: NBC Universal Deal Cues Moody's Developing Outlook
US CENTURY: Fitch Affirms Issuer Default Rating at 'C'
VICEROY RESORT: Said to Prepare for Bankruptcy With Starwood Deal

WEST END FINANCIAL: Files for Chapter 11, Blames Ex-Owner
WEST END FINANCIAL: Case Summary & 57 Largest Unsecured Creditors
WESTERN REFINING: S&P Assigns 'B' Rating to $325 Mil. Senior Loan

* Study: Private Equity Firms Using IPOs to Refinance Heavy Debt
* Filings in Federal Judiciary Continued to Grow in FY2010

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

207 REDWOOD: Disclosure Statement Hearing on May 5
--------------------------------------------------
The Bankruptcy Court will convene a hearing on May 5, 2011, at
11:00 a.m. in Baltimore to consider approval of the disclosure
statement explaining the Chapter 11 Plan filed by 207 Redwood LLC.
March 25, 2011, is the last day for filing and serving written
objections to the Disclosure Statement.

The Debtor filed a Plan of Reorganization on Nov. 5, 2010.  The
Disclosure Statement was filed Jan. 5.

The Debtor is engaged in the rehabilitation and development of its
property in downtown Baltimore into a Hotel Indigo brand hotel.
Hotel Indigo is an upscale, boutique-brand hotel franchised
through Holiday Hospitality Franchising Inc.

The purpose of the Plan is to provide a means for the operations
of the Reorganized Debtor to complete the renovations of the
Property, open the Hotel within 150 to 180 days after approval of
the Plan, and provide a substantial distribution to unsecured
creditors.

Under the Plan, the Holders of Interests in the Debtor will not
receive or retain anything on account of their Interests, and
their Interests will be cancelled and extinguished as of the
Effective Date.  Harbor Hotel Developers LLC will fund the Plan.

Harbor Hotel has $3,500,000 in immediately available funds to
complete the renovations of the Property and open the Hotel within
150 to 180 days after approval of the Plan.  The $3,500,000 will
be allocated accordingly:

     $1,000,000 to complete renovations and construction-related
                expenses;

     $1,500,000 for furniture, fixtures and equipment; and

     $1,000,000 in reserves for operations, unexpected expenses
                and funding of the Plan.

Harbor Hotel, as the New Investor, will acquire the equity
interests of the Reorganized Debtor in consideration for funding
the Plan and will make all distributions under the Plan.  All
property of the Debtor's Estate not otherwise specifically treated
under the Plan will become Reorganized Debtor's property.

Claims held by the Debtor's creditors will be paid from (a) income
generated by the Reorganized Debtor or (b) additional capital
provided by the New Investor.  Moreover, funds needed to finish
renovations of the Property and to operate the Property will be
paid by the New Investor.

The Plan contains eight Classes of Claims and Interests.  There
are four Classes of Secured Claims, one Class of Unsecured Claims,
and one Class of Equity Interests.  Overall, the Plan provides
that Holders of Allowed Administrative Claims will be paid in full
30 days after the Effective Date.  Holders of Allowed Priority
Claims likewise will be paid in full 20 days after the Effective
Date.   The Holder of the Allowed Secured Claim in Class 3 will
receive payment equal to 100% of its Allowed Secured Claim, over
time.   Holders of Allowed Secured Claims in Classes 4 to 6 and
Allowed Unsecured Class 7 will receive, in full satisfaction of
their Allowed Unsecured Claims, a pro rata distribution from
$100,000 provided by Harbor Hotel.  Holders of Equity Interest
will not receive or retain anything on account of their Interests,
and their Interests will be cancelled as of the Effective Date.
All Classes, except Class 1 and 2 are impaired under the Plan.

The current value of the Debtor's Property is roughly $14,500,000.
As a result of the Debtor's efforts to rehabilitate and develop
the Property, the Debtor may be qualified to receive Federal
Historic Tax Credits.  Receipt of Federal Historic Tax Credits is
conditioned upon the Debtor's meeting stringent Federal Historic
Tax Credit criteria.  Although the credit amount is unknown, the
Debtor is seeking to preserve its ability to qualify for these tax
credits through its reorganization.

The Plan provides a breakdown of the Debtor's liabilities:

          $50,000 in unpaid administrative liability for accrued
                  fees and expenses of Chapter 11 professionals;

      $15,582,494 secured claim from RL BB Financial.  The
                  Property secures the outstanding debt to
                  RL BB Financial;

       $6,000,000 owed to the Class A Equity Security Holders;

       $1,000,000 in mechanic's lien claim by Koam Construction;
          $65,000 in mechanic's lien claim by LJ Brossoit & Sons;
          $60,000 in mechanic's lien claim by Sherwin-Williams;

          $290,000 in unsecured priority claims;

        $2,500,000 in prepetition General Unsecured Claims

A full-text copy of the Disclosure Statement is available at no
charge at http://bankrupt.com/misc/207REDWOOD_DS.pdf

Judge Nancy V. Alquist on March 4, 2011, issued an order that
allowed the Debtor to file its Plan by Feb. 2, 2011, and obtain
acceptances of the Plan April 3.

The Debtor sought an extension of its exclusive plan filing
deadline in December.  The Debtor at that time explained that
while it already has filed a plan, it continues is continuing to
engage in complex negotiations with various parties that could
result in revisions to the meaningful distribution already
contemplated under the Plan.  Depending on the outcome of the
negotiations, the Debtor may need to file a supplement to its
current Plan.

                         About 207 Redwood

Columbia, Maryland-based 207 Redwood LLC filed for Chapter 11
protection (Bankr. D. Md. Case No. 10-27968) on Aug. 6, 2010.
James A. Vidmar, Jr., Esq., and Lisa Yonka Stevens, Esq., at
Logan, Yumkas, Vidmar & Sweeney LLC, assist the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
$14,500,000 in total assets and $24,097,109 in total liabilities
as of the Petition Date.


ADVANCE NANOTECH: Noteholders Look to Force Liquidation
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that three noteholders that say
they are owed nearly $1 million launched an involuntary bankruptcy
filing against Advance Nanotech Inc., a development-stage company
that owns a stake in a chemical-detection products business.

Alpha Capital Anstalt, Iroquois Master Fund Ltd. and Harborview
Master Fund LP filed a Chapter 7 petition in the U.S. Bankruptcy
Court in Wilmington, Del., seeking to push Advance Nanotech into
the arm of bankruptcy that walks businesses through a liquidation,
according to DBR.

The report relates Alpha Capital Anstalt said its claim is
$525,000, while Iroquois Master Fund claims to be owed $103,748
and Harborview Master Fund claims to be owed $324,670.

Together, their alleged claims total $953,418. The petitioning
creditors' attorney, Richard M. Beck of Klehr Harrison Harvey
Branzburg LLP, was also unavailable to comment Wednesday morning,
the report adds.

                      About Advance Nanotech

Advance Nanotech, Inc., is a development-stage company.  As of
Dec. 31, 2009, the Company owned a 35% interest in Owlstone
Nanotech Inc.  Owlstone is a company, which focuses on
commercializing chemical sensor products based on its gas sensing
technology.  During the year ended Dec. 31, 2009, the Company
dissolved inactive subsidiaries, which included Advance Nanotech
Limited, Nanofed Limited, Cambridge Nanotechnology Limited, Bio-
Nano Sensium Limited, Nano Solutions Limited, Advance Display
Technologies plc, Advance Homeland Security plc and Advance
Nanotech (Singapore) Pte Ltd.


AE BIOFUELS: 6 Officers & Directors Acquire Common Shares
---------------------------------------------------------
In separate Form 5 filings with the U.S. Securities and Exchange
Commission, directors and officers at AE Biofuels, Inc., disclosed
that in 2010 they acquired shares of common stock of the Company
pursuant to the Company's 2007 Stock Option Plan:

          Name              Securities Acquired
          ----              -------------------
          Harold Sorgenti          100,000
          Michael L. Peterson      100,000
          John R. Block            100,000
          Todd Waltz               300,000
          Andrew B. Foster          50,000
          Sanjeev Gupta            300,180

                         About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a global vertically integrated biofuels company based in
Cupertino, California, developing sustainable solutions to address
the world's renewable energy needs.  The Company is
commercializing its patent-pending next-generation cellulosic
ethanol technology that enables the production of biofuels from
both non-food and traditional feedstocks.  Its wholly-owned
Universal Biofuels subsidiary built and operates a nameplate
50 million gallon per year biodiesel production facility on the
east coast of India.

The Company reported a net loss of $1.72 million on $1.59 million
of sales for the three months ended Sept. 30, 2010, compared with
a net loss of $3.78 million on $4.05 million of sales for the same
period a year earlier.

The Company's balance sheet at Sept. 30, 2010, showed
$20.23 million in total assets, $29.03 million in total
liabilities, all current, and a stockholders' deficit of
$8.80 million.


AGY HOLDING: Has $50 Million Loan Agreement with Bank of America
----------------------------------------------------------------
On March 8, 2011, AGY Holding Corp., entered into an amended and
restated loan and security agreement among AGY Holdings, AGY Aiken
LLC, AGY Huntingdon LLC, the lenders party thereto from time to
time, Bank of America, N.A., a national banking association, as
Administrative Agent and UBS Securities LLC, as Documentation
Agent.  The Loan Agreement amended and restated the credit
agreement, dated as of Oct. 25, 2006, among the Borrowers, KAGY
Holding, the subsidiary guarantors named therein, the Lenders
named therein, UBS Securities LLC, as Documentation Agent, UBS
Loan Finance LLC as Swingline Lender and UBS AG, Stamford Branch,
as Issuing Bank, Administrative Agent and Collateral Agent.

                             Facility

The Loan Agreement provides for an expanded line of credit of up
to $50 million under a revolving credit facility (including a
sublimit for letters of credit of $20 million and a swingline
sublimit of $5 million), of which approximately $24.8 million was
drawn on March 8, 2011 and $2.4 million letters of credit were
outstanding.  The term of the agreement ends on the earlier of (a)
March 8, 2015 and (b) the date that is 90 days prior to the
maturity of the Second Lien Notes.

Funds drawn under the Loan Agreement will be used (a) to satisfy
existing and future Debt, (b) to pay fees and transaction expenses
associated with the closing of the credit facility, (c) to pay
certain obligations in accordance with the Loan Agreement and (d)
for working capital and other lawful corporate purposes of the
Borrowers.

                          Interest Rates

The Loan Agreement provides for two pricing options for revolving
loans: (i) revolving loans on which interest is payable on the
first Business Day of each month at a base rate equal to the
greater of (x) the rate of interest in effect for such day as
publicly announced from time to time by Bank of America, N.A. as
its prime rate, (y) the Federal Funds Rate for such day, plus
0.50%; or (z) LIBOR for a 30 day interest period as determined on
such day, plus 1.0% and (ii) revolving loans on which interest
accrues for one, two, three or six months (or if the Agent so
agrees, nine or twelve months) at a rate of interest per annum
equal to (x) the British Bankers Association LIBOR Rate or (y) if
the British Bankers Association LIBOR Rate is not available, the
interest rate at which dollar deposits in the approximate amount
of the LIBOR loan would be offered by Bank of America's London
branch to major banks in the London interbank Eurodollar market.
Each of the rates described above in (i)(x), (i)(y), (i)(z) and
(ii)(x) and (ii)(y) will include in addition an applicable margin.

                               Fees

An unused line fee rate initially equal to 0.50% per annum and
ranging from 0.375% per annum to 0.50% per annum, based upon a
fixed charge coverage ratio based pricing grid, will be payable in
arrears on the first day of each month with respect to the average
daily unused portion of the revolving loan commitments.

Certain other facility fees may be payable to the Agent in amounts
and at times as may be separately agreed upon in writing between
AGY Holdings and the Agent.

                             Security

The obligations of AGY Holdings under the Loan Agreement and other
ancillary loan documents are secured by a first priority Lien on
substantially all of the assets of AGY Holdings and each wholly-
owned domestic subsidiary of AGY Holdings, including without
limitation, a pledge of 100% of the capital stock of AGY Holdings
held by KAGY Holdings and of each of AGY Holdings' existing and
future wholly-owned domestic subsidiaries that are corporations or
certificated limited liability companies held by AGY Holdings and,
up to a maximum of 65% of the voting stock of any first-tier
foreign subsidiary.

                             Guaranty

The obligations of AGY Holdings under the Loan Agreement and other
ancillary loan documents are guaranteed by KAGY Holding.

                         Negative Covenants

The Loan Agreement contains covenants and provisions that
restrict, among other things, the ability of AGY Holdings and its
subsidiaries to: (i) create, incur or suffer to exist liens on any
of its property or assets; (ii) make certain investments; (iii)
incur certain indebtedness; (iv) engage in mergers, consolidations
and sales of all or substantially all their assets; (v) make
certain asset sales; (vi) make certain restricted payments; (vii)
make fundamental changes to the nature of its business, accounting
policies, or become a general partner in any partnership; (viii)
engage in transactions with affiliates; (ix) enter into some sale-
leaseback transactions and (x) enter into agreements restricting
dividends and advances by their Subsidiaries, in each case subject
to specified exceptions.

                        Financial Covenants

The Loan Agreement requires AGY Holdings and its subsidiaries on a
consolidated basis, excluding the Grace Companies, to satisfy
certain financial performance criteria. Specifically, if any
revolving credit facility commitments are outstanding and after
the occurrence of (a) a default or event of default or (b) excess
availability being less than the greater of (i) $6,250,000 or (ii)
12.5% of the borrowing base as of the last day of the most recent
fiscal month ended, AGY Holdings will maintain a fixed charge
coverage ratio of at least 1.0 to 1.0 for each period of four
fiscal quarters ended during, or on the last day of the fiscal
quarter immediately before the events listed in (a) and (b) above.

                           Prepayments

The Loan Agreement provides that the loans may be prepaid without
penalty, in whole or in part, at any time, subject to the notice
provisions and minimum dollar amounts set forth in the Loan
Agreement.

                         Events of Default

The Loan Agreement specifies certain customary events of default,
including but not limited to failure to pay principal or interest
or other amounts when due, breach of certain covenants or
representations, cross-defaults to certain other agreements and
indebtedness in excess of specified amounts, judgment defaults in
excess of specified amounts, certain events of bankruptcy and
insolvency, dissolution, certain ERISA-related defaults, a failure
of any loan document supporting the credit facility to be in full
force and effect, a change of control, and a failure of any
security interest or lien purported to be created by any guaranty
or security document to give the collateral agent a perfected
first priority security interest in and lien on all of the
collateral thereunder.

A full-text copy of the Amended and Restated Loan and Security
Agreement is available for free at:

               http://ResearchArchives.com/t/s?752d

                         About AGY Holding

AGY Holding Corp. -- http://www.agy.com/-- produces fiberglass
yarns and high-strength fiberglass reinforcements used in
composites applications.  AGY serves a range of markets including
aerospace, defense, electronics, construction and industrial.
Headquartered in Aiken, South Carolina, AGY has a European office
in Lyon, France and manufacturing facilities in the U.S. in Aiken,
South Carolina and Huntingdon, Pennsylvania and a controlling
interest in a manufacturing facility in Shanghai, China.

The Company's balance sheet at Sept. 30, 2010, showed
$308.03 million in total assets, $287.91 million in total
liabilities, and stockholders' equity of $14.08 million.

                           *     *     *

AGY Holding carries a 'CCC+' corporate credit rating from Standard
& Poor's Ratings Services.  In December 2009, S&P lowered the
rating to 'CCC+' from 'B'.  "The downgrade follows S&P's ongoing
concern on operating performance, including S&P's expectation for
very weak credit metrics for 2009, weak liquidity relative to
interest payments and operating requirements in 2010, and
integration concerns related to the large $72 million acquisition
-- with a $20 million cash component -- of AGY Hong Kong Ltd.,"
said Standard & Poor's credit analyst Paul Kurias.


AIRVANA NETWORK: Moody's Assigns 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a first time B3 corporate
family rating and a B3 probability of default rating to Airvana
Network Solutions Inc., a provider of software that enables
wireless data communication transmissions.  Moody's also assigned
a B3 rating to the company's new $420 million senior secured term
loan.  The company plans to use the borrowings to refinance
currently outstanding debt, fund a shareholder dividend and pay
the associated premiums and fees.

The rating outlook is stable.

Moody's has taken these rating actions:

Assignments:

Issuer: Airvana Network Solutions Inc.

  -- Corporate Family Rating, Assigned B3

  -- Probability of Default Rating, Assigned B3

  -- $420 million Senior Secured Term Loan, Assigned B3 (LGD4,
     50%)

  -- Rating Outlook: Stable

                        Ratings Rationale

Airvana's B3 Corporate Family Rating reflects the dual nature of
the company's strong position as the sole supplier of critical
software that enables data communications on third generation (3G)
wireless CDMA networks deployed by Ericsson AB (formerly Nortel
Networks) in the US and the near certain phase out of that 3G
technology by the US carriers in the over the next decade.
Therefore, the ratings are tempered by the project finance nature
of the company's revenue stream over the next several years, which
will be fully dependent on the orders from Ericsson, and by
extension major end users Verizon Wireless and Sprint Nextel.
Given the uncertainty in the timing of the slowdown of orders, a
shorter remaining tail in EV-DO orders, along with the company's
increased debt load, Moody's is concerned that the company may not
generate sufficient cash in the next four years to repay all of
its debt obligations prior to maturity.  On the other hand, the
ratings are supported by the company's high margins, the
introduction of VZW's CDMA iPhone in February 2011, which should
boost data traffic on its network and most importantly, the
accelerated amortization schedule and the mandatory excess cash
flow recapture during the tenor of the term loan.

The ratings are also supported by Airvana's very good liquidity,
modest leverage and robust current free cash flow generation,
driven by limited capital expenditure needs.  Moody's projects the
company will generate about $135 million of free cash flow for the
year, although the rating agency expects the company's cash
balances to remain modest given the 100% quarterly cash sweep.

The stable outlook reflects Moody's view that the Company's
overall credit profile is unlikely to change significantly over
the next 18-24 months.

               What Could Change the Rating -- Up

As the long term business sustainability is the primary driver
influencing the CFR, an upgrade is unlikely over the next 12-18
months.  However, upward rating pressure would ensue if Airvana's
billings exceed its plan and the company is able to commensurately
reduce its outstanding debt.

               What Could Change the Rating - Down

Downward rating pressure could develop if the company's free cash
flow declines faster than expected due to diminishing orders from
its customers, thereby endangering a timely repayment of the debt.

This is the first time that Moody's has rated Airvana.

Airvana, located in Chelmsford, MA, is a provider of network
infrastructure products used by wireless operators primarily in
the United States.  The company generated about $270 million in
billings in 2010.


ALION SCIENCE: Consolidated EBITDA for 2010 at $62.3-Mil.
---------------------------------------------------------
Alion Science and Technology Corporation disclosed in a regulatory
filing last month that Consolidated EBITDA for the 12 month period
ended Dec. 31, 2010, was approximately $62.3 million, and for the
three month period ended Dec. 31, 2010, was approximately $14.4
million.  The Company believes Consolidated EBITDA can be useful
in assessing operating performance and in comparing its
performance to other companies in the same industry.  A full-text
copy of the filing with the Securities and Exchange Commission is
available at http://is.gd/clM7wIat no charge.

                       About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

Alion Science reported a net loss of $15.23 million on
$833.98 million of contract revenue for the year ended Sept. 30,
2010, compared with a net loss of $17.04 million on
$802.22 million of contract revenue during the prior year.

The Company's balance sheet at Sept. 30, 2010, showed
$646.30 million in total assets, $721.17 million in total
liabilities, $150.79 million in redeemable common stock,
$20.75 million in common stock warrants, and $246.27 million in
accumulated deficit.

                           *     *     *

Alion carries 'Caa3' corporate family and probability of default
Ratings, with stable outlook, from Moody's.  Alion carries a 'B-'
corporate credit rating, with stable outlook, from Standard &
Poor's.

Moody's said in March 2010 "The Caa1 corporate family rating
would balance the continued high leverage against a promising
business backlog that could sustain the good 2009 revenue growth
rate, though credit challenges would remain pronounced."


AMERICAN INT'L: Aims to Buy Back RMBS from N.Y. Fed
---------------------------------------------------
American Bankruptcy Institute reports that American International
Group Inc. has offered to pay the Federal Reserve Bank of New York
$15.7 billion to buy back residential mortgage-backed securities
held in Maiden Lane II, a special purpose vehicle set up by the
New York Fed to house and back any losses from these AIG
securities.

                            About AIG

American International Group, Inc. -- http://www.aig.com/-- is an
international insurance organization with operations in more than
130 countries and jurisdictions.  AIG companies serve commercial,
institutional and individual customers through one of the most
extensive worldwide property-casualty networks of any insurer. In
addition, AIG companies are leading providers of life insurance
and retirement services around the world.  AIG common stock is
listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.

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

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


AMERICAN WEST: Denly Utah Discloses 29.9% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Denly Utah Coal, LLC and its affiliates
disclosed that they beneficially own 10,102,669 shares of common
stock of America West Resources, Inc., representing 29.9% of the
shares outstanding.  A copy of the filing is available at no
charge at http://ResearchArchives.com/t/s?7524

                         About America West

Based in Salt Lake City, Utah, America West Resources, Inc., is an
established domestic coal producer engaged in the mining of clean
and compliant (low-sulfur) coal.  The majority of the Company's
coal is sold to utility companies for use in the generation of
electricity.

The Company's balance sheet at Sept. 30, 2010, showed
$17.55 million in total assets, $28.50 million in total
liabilities, and a stockholders' deficit of $10.94 million.

As reported in the Troubled Company Reporter on April 27, 2010,
MaloneBailey, LLP, in Houston, 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 a working capital deficit and has incurred
significant losses.

The Company reported a net loss of $8.70 million on $11.01 million
of revenue for 2009, compared with a net loss of $6.58 million on
$7.30 million of revenue for 2008.


ANCHOR BLUE: Northbay Networks Awarded Hard Assets
--------------------------------------------------
Northbay Networks, Inc., an asset management and remarketing
company based in the San Francisco Bay Area, was awarded the hard
assets of teen apparel store Anchor Blue.

Brandon Curran, VP of Sales & Acquisitions states, "The assets,
mostly consisting of Apple, Dell and Cisco products, are to be
sold in various retail channels from Northbay's Emeryville
warehouse."
                         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.


BANK OF GRANITE: Senior Credit Officer Has 287 Shares
-----------------------------------------------------
Gayle W. Harris, senior credit officer at Bank of Granite Corp.,
disclosed in a Form 5 filing that he beneficially owns 287.4685
shares of common stock as of the end of the fiscal year, on
Dec. 31, 2010.

                      About Bank of Granite

Granite Falls, N.C.-based Bank of Granite Corporation is a
Delaware corporation that was organized June 1, 1987, as a bank
holding company.  The Company's only businesses are the ownership
and operation of Bank of Granite, a state bank chartered under the
laws of North Carolina on August 2, 1906, and Granite Mortgage,
Inc., a mortgage bank chartered under the laws of North Carolina
on June 24, 1985.  Granite Mortgage discontinued its origination
activities during 2009.

The Company conducts its community banking business operations
from 20 full-service offices located in Burke, Caldwell, Catawba,
Forsyth, Iredell, Mecklenburg, Watauga, and Wilkes counties in
North Carolina.

The Company's balance sheet as of Sept. 30, 2010, showed
$947.1 million in total assets, $918.9 million in total
liabilities, and stockholders' equity of $28.2 million.

                      Cease and Desist Order

In 2009, Bank of Granite entered into a Stipulation and Consent to
the issuance of an Order to Cease and Desist by the Federal
Deposit Insurance Corporation and the North Carolina Commissioner
of Banks.  Based on the Company's Consent, the FDIC and the
Commissioner jointly issued the Order on August 27, 2009.

The Order requires the Bank to achieve and maintain Tier 1
Leverage Capital Ratio of not less than 8% and a Total Risk-Based
Capital of not less than 12 percent for the life of the Order.

"The Bank has not achieved the required capital levels mandated by
the Order," the Company said in the filing.

                       Going Concern Doubt

Dixon Hughes PLLC, in Charlotte, N.C., 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 incurred net losses in 2009 and 2008,
primarily from higher provisions for loan losses, and that the
Company's wholly-owned bank subsidiary is under a regulatory order
that requires, among other provisions, higher regulatory capital
requirements.


BERNARD L MADOFF: Trustee Struggles to Serve Kohn Defendants
------------------------------------------------------------
Bankruptcy Law360 reports that lawyers for the bankruptcy trustee
overseeing recovery for Bernard L. Madoff's victims told a federal
judge in New York on Monday that they're still hunting down
defendants in a $60 billion lawsuit against Austrian financier
Sonja Kohn, her family members and various affiliated parties.

As reported in the Troubled Company Reporter-Europe on July 7,
2009, the Wall Street Journal said that U.S., U.K. and Austrian
prosecutors have been probing former Bank Medici AG Chairman Sonja
Kohn for allegedly receiving more than US$40 million in kickbacks
to funnel billions of dollars of investments to Bernard Madoff.
Prosecutors from all three investigations believe Bernard Madoff
paid kickbacks to Ms. Kohn while she was chairwoman of Austria's
Bank Medici via separate companies she controlled.

                      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.


BEST ENERGY: Morris Gad Has 5.15 Million Common Shares
------------------------------------------------------
Morris Gad, a director at Best Energy Services, Inc., discloses in
a Form 5 filing that he directly owns 5,151,167 shares of common
stock of the Company.  The shares include the 2,713,667 shares
(and warrants) the Company issued on Dec. 16, 2010, to Mr. Gad in
lieu of paying accrued interest of $271,367 on a certificate of
deposit posted by Mr. Gad with a financial institution which
provided credit to the Company.  Mr. Gad has warrants to purchase
6,027,334 shares of common stock and 80,000 shares of preferred
stock.

             About Best Energy Services Inc.

Headquartered in Houston, Texas, Best Energy Services Inc. --
http://www.BEYSinc.com/-- claims to be a leading well
service/workover provider in the Hugoton and Central Kansas
Basins.

In its Form 10-Q filed with the Securities and Exchange
Commission, the Company's balance sheet at Sept. 30, 2010, showed
$20.72 million in total assets, $30.58 million in total
liabilities, and a stockholders' deficit of $9.86 million.

Best Energy Services filed for Chapter 11 bankruptcy protection
(Bankr. D. Kan. Case No. 11-10286) in Wichita, Kansas.  Best
Energy Services estimated $500,000 to $1 million in assets and up
to $100,000 in debts as of the Chapter 11 filing.

Affiliates of Best Energy that filed for Chapter 11 protection on
Feb. 15, 2011, are:

  Debtor                         Case No.
  ------                         --------
Best Well Services Inc           11-10285
Bob Beeman Drilling Company Inc  11-10287
Best Energy Ventures LLC         11-10288

The Debtors are represented by:

     Edward J Nazar, Esq.
     245 North Waco, Suite 402
     Wichita, KS 67202
     Tel: (316) 262-8361
     Fax: (316) 263-0610
     E-mail: ebn1@redmondnazar.com


BIOFUEL ENERGY: Greenlight Principal Has 40.8% Stake
----------------------------------------------------
David Einhorn said in a Schedule 13D filing that he beneficially
owns 42,818,004 shares of common stock, par value $0.01 per share,
of Biofuel Energy Corp.  The shares represent 40.8% of the total
shares outstanding.  Mr. Einhorn is the principal of Greenlight
Capital, Inc. and Greenlight Capital, LLC.

                       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.


BIOFUEL ENERGY: Third Point Has 22.6% Ownership
-----------------------------------------------
Third Point LLC disclosed in a Schedule 13D/A filing that it
beneficially owns 20,168,716 shares, which represent approximately
22.6% of the common stock of BioFuel Energy Corp., based upon the
89,239,331 shares of common stock outstanding as of Feb. 8, 2011.

Daniel S. Loeb, chief executive officer of Third Point LLC,
beneficially owns 20,959,224 shares of the common stock.  The
shares held by Mr. Loeb represent 23.5% of the total shares
outstanding.

                       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.


BIOSCRIP INC: S&P Affirms Corporate Credit Rating at 'B'
--------------------------------------------------------
Standard & Poor's Rating Services said that it affirmed its 'B'
corporate credit and 'B-' senior unsecured debt ratings and
removed them from CreditWatch, where they were placed with
negative implications on Nov. 19, 2010, reflecting a greater
probability of a possible covenant violation, because of
recent weak operating performance.  At the same time, S&P is
withdrawing its senior secured debt and recovery ratings on the
company's $50 million revolving facility and $100 million term
loan, which were replaced by the new $150 million revolving
facility (unrated).  The company's new amended and restated credit
facility addressed the potential for a covenant violation and
reduced the likelihood of a near term downgrade.  However, S&P's
outlook remains negative given uncertainty about the company's
strategy to contend with a rising cost structure.

"The speculative-grade rating on BioScrip Inc. reflects the
company's vulnerable business risk profile because of its position
as a relatively small player in the highly competitive specialty
pharmacy business market, thin operating margins and its heavy
reliance on margin growth through its expansion in the highly
fragmented home health business," said Standard & Poor's credit
analyst Jesse Juliano.  The ratings also reflect S&P's assessment
that operating performance is below its initial expectations.
Debt issued to finance this expansion is a key factor in its
highly leveraged financial risk profile.

The key factor influencing S&P's view of the company's business
risk profile includes its relatively undiversified revenue base
because of its high concentration in the specialty pharmacy
business in few services.  Despite the benefit of added diversity
from the early 2010 acquisition of Critical Homecare Solutions
Inc. (CHS) a provider of home nursing and infusion therapy,
BioScrip still generates about 75% of its revenue from traditional
and specialty pharmacy services that produce thinner operating
margins.  The company is a relatively small player in a highly
competitive industry where a few large players dominate.  Success
in the specialty pharmaceutical market highly depends on
establishing relationships and securing contracts with physicians
and managed care providers that are up for renewal annually to
every few years.


BOART LONGYEAR: S&P Assigns 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
corporate credit rating to Salt Lake City, Utah-based drilling
services and drilling products manufacturer Boart Longyear Ltd.

At the same time, S&P assigned a 'BB-' (same as the corporate
credit rating on BLY) issue-level rating to Boart Longyear
Management Pty Ltd.'s proposed $250 million senior unsecured notes
due 2021.  BLY guarantees the notes.  The recovery rating on these
notes is '3', indicating the expectation that lenders can expect
meaningful (50%-70%) recovery in the event of a payment default.
The proposed notes are expected to be issued under Rule 144A,
without registration rights.

"The 'BB-' corporate credit rating on BLY reflects what S&P
considers to be the company's weak business risk profile, given
the company's dependence on the commodity mining industry,
including a high exposure to the gold industry," said Standard &
Poor's credit analyst Fred Ferraro.

BLY's operating performance is highly dependent on the global
minerals industry's exploration, development, and production
expenditures, which are largely influenced by the price of gold,
copper, and other base metals.  In addition, junior miner
financing availability can affect spending in the exploration
business.  While S&P expects Boart Longyear to maintain a
relatively conservative financial profile with total adjusted debt
to EBITDA below 2x and funds from operations to total adjusted
debt above 50% in 2011, elevated capital expenditures and minimal
free cash flow generation somewhat temper these positives.


BONDS.COM GROUP: Sold Securities, Bought Beacon Capital Last Month
------------------------------------------------------------------
According to a regulatory filing, Bonds.com Group, Inc.,
consummated a group of related transactions on Feb. 2, 2011,
pursuant to which, among other things, the Company:

    * sold 65 units for an aggregate purchase price of $6,500,000
to two accredited investors, with each unit comprised of (a)
warrants to purchase 1,428,571.429 shares of its Common Stock, par
value $0.0001 per share, at an initial exercise price of $0.07 per
share, and (b) 100 shares of a newly-created class of preferred
stock designated as Series D Convertible Preferred Stock;

    * issued 22.5 Units in exchange for (a) all of the outstanding
shares of its Series B Convertible Preferred Stock, par value
$0.0001 per share, and (b) certain outstanding warrants to
purchase shares of our Common Stock;

    * issued 12.5 units comprised of (a) warrants to purchase
14,285.714 shares of its Series A Participating Preferred Stock,
par value $0.0001 per share (the "Series A Preferred"), at an
initial exercise price of $7.00 per share (the "Series A
Warrants") and (b) 100 shares of a newly-created class of
preferred stock designated Series D-1 Convertible Preferred Stock,
par value $0.0001 per share (the "Series D-1 Preferred"), in
exchange for (a) all of the outstanding shares of its Series B-1
Convertible Preferred Stock, par value $0.0001 per share (the
"Series B-1 Preferred"), and (b) certain outstanding warrants to
purchase shares of its Series A Preferred; and

    * acquired substantially all of the assets of Beacon Capital
Strategies, Inc. (through an indirect wholly-owned subsidiary) in
exchange for issuing 10,000 shares of a newly-created class of
preferred stock designated as Series C Convertible Preferred
Stock, par value $0.0001 per share.

A full-text copy of the regulatory filing is available for free
at http://is.gd/LommM8

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

The Company's balance sheet at Sept. 30, 2010, showed $1,565,132
in total assets, $9,823,058 in total liabilities, and a
stockholders' deficit of $8,257,925.

In its Form 10-Q for the quarter ended Sept. 30, 2010, the Company
noted that since its inception, it has generated limited revenues
and has incurred a cumulative net loss of $23,619,174.  As of
Sept. 30, 2010, the Company has a working capital deficit of
$5,796,898, including approximately $1,050,000 and $82,000 of
outstanding notes payable to related parties and other,
respectively, and $22,153 of outstanding convertible notes payable
due within the next 12 months.

"The Company faces a liquidity crisis," the Form 10-Q added.  "If
the Company is unable to raise sufficient capital in the very near
term, it may experience an interruption or cessation of its
business and may be forced to seek reorganization or liquidation
under U.S. bankruptcy laws.  For these reasons and others, there
is substantial doubt about the Company's ability to continue as a
going concern."


BORDERS GROUP: Wants Until Sept. 14 to Decide on Leases
-------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, Borders
Group Inc. and its units ask the Bankruptcy Court to extend the
period by which they may assume or reject unexpired non-
residential real property leases, through and including Sept. 14,
2011.

The Debtors are party to about 681 commercial leases with 325
landlords, including about 674 leases for real stores.  The
Debtors operate all of their stores pursuant to these leases.

A schedule of the Unexpired Leases is available for free at:

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

Section 365(d)(4)(A) provides for an initial period of 120 days
after the Petition Date during which a debtor may assume or
reject unexpired leases of nonresidential real property under
which the debtor is the lessee.  By virtue of their bankruptcy
filing, the Debtors' initial period to assume or reject the
Unexpired Leases will expire on June 16, 2011.

David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, apprises the Court that the Debtors are still
developing, negotiating and implementing a comprehensive
operation restructuring plan.  In conjunction, the Debtors need
sufficient time to make critical decisions concerning the
geographical footprint of the stores around which they will
reorganize, he says.  The Debtors thus seek extension of the
period by which they must decide on the Unexpired Leases.

The Bankruptcy Code provides that absent landlord consent, the
Debtors must determine which leases to assume or reject on an
accelerated basis.  The Debtors have 120 days to make this
determination subject to an extension of up to a 90-day extension
for cause shown.

Mr. Friedman argues that cause exists to extend the Lease
Decision Period.  He asserts that the Unexpired Leases are core
assets of the Debtors' estates and without those leases, there
would be no stores to operate the Debtors' business.  Indeed, the
Debtors are continuing to explore options to maximize the value
of the Unexpired Leases through potential assumption and
assignment to the third parties, he notes.  Given the number of
the Unexpired Leases, more time is needed to fully explore those
options, he emphasizes.

Mr. Friedman also contends that if the Debtors precipitously
reject or assume the Unexpired Leases or are deemed to reject the
Unexpired Leases, they may forego significant value in those
Unexpired Leases or incur unnecessary rejection damages or
administrative claims.

The Debtors assure the Court that they are paying and will
continue to pay for the postpetition rent obligations that arise
under the Expired Leases.

The Debtors' DIP Financing Facility requires the Debtors to
obtain the proposed lease decision period extension within 60
days of the Petition Date or be in default under that facility
with attendant consequences, Mr. Friedman relates.  The DIP
Facility also requires the Debtors to set certain reserves,
including a "Lease Reserve" for inventory that remains at the
Debtors' lease locations that are not assumed at least 120 days
before the deadline to assume or reject.  Any Lease Reserve will
have a detrimental effect on the Debtors' liquidity, he points
out.

To save time and expense, the Debtors seek the Court's permission
to enter into stipulations with landlords further extending the
deadline to assume or reject those unexpired leases, through and
including January 12, 2012.  A full-text copy of the form of the
stipulation with the landlords is available for free at:

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

                        Landlords React

Several landlords object to the proposed extension of the Lease
Decision Deadline, which include:

  * Simon Property Group, Inc.
  * GGP Limited Partnership
  * Faber Bros., Inc.
  * Inland Southwest Management LLC, et al.
  * TigrisWoods, LLC d/b/a The Stores at Riverwoods
  * The Macerich Company, et al.
  * Mt. Kisco Associates L.P.
  * First Interstate Mentor Centers, LP
  * Coventry Retail, L.P.
  * Camino Real Limited Liability Company

Certain landlords complain that the Debtors are not current on
their postpetition obligations to certain applicable leases:

  * Simon Property, GGP and TigrisWoods allege that the Debtors
    are in default of their monetary obligations under the
    applicable leases for failure to pay rent due for the month
    of February 2011.

  * Faber Bros complains that the Debtors had not paid any of
    Their obligations for the month of March, including rent of
    $28,406, common area maintenance of $1,940 and miscellaneous
    expenses totaling $6,518.

  * Inland Southwest, Inland American Retail Management LLC,
    Inland US Management LLC, Inland Commercial Property
    Management, Inc. and Inland Continental Property Management
    Corp. seek the Debtors' immediate payment of rent for the
    month of March.

The Landlords thus ask the Court that the proposed extension be
conditioned on the Debtors' performance of their postpetition
obligations under the Leases.

In other objections, a group of landlords led by Macerich wants
the Court to clarify that the proposed extension (i) should not
apply to the Leases where stores are closing or have already
closed; and (ii) be limited so that the extension does not extend
beyond confirmation of any plan of reorganization.  The Macerich
Landlords include RREEF Management Company; Related Urban
Management; Cousins Properties, Incorporated, Corning Companies,
PassCo Companies, LLC; AEW Capital Management, LP; Urban Retail
Properties, Inc.; and Steadfast Companies.

Mt. Kisco complains that granting the Debtors the proposed
extension a mere two weeks into the Debtors' Chapter 11 cases
undercuts the whole statutory purpose of fixing an initial period
to decide on the unexpired leases.

Counsel to First Interstate and Ledgewood Equities, LLC, Paul H.
Silverman, Esq., at McLaughlin & Stern LLP, in New York --
psilverman@mclaughlinstern.com -- contends that the Debtors'
Motion did not show cause for more than 120 days to decide on all
the leases.  The Debtors generalized that the Unexpired Leases
are core assets when in fact Borders operate its site at
Creekside Plaza so poorly that it is closing the store at this
time, he points out.  He further argues that to have the court
pre-approve a stipulation form for further extensions of time
upon landlord's consent is prematurely requested.

Counsel to Camino, Robert K. LeHane, Esq., at Kelley Drye &
Warren LLP, in New York, reveals that the Debtors have made and
communicated their decision that their lease with Camino in a
Goleta, California, store will be subject to store closing.
Based on the Debtors' decision to close the store, there is no
need for additional time to decide on the Lease.

On behalf of Coventry, Jeffrey C. Wisler, Esq., at Connolly Bove
Lodge & Hutz LLP, in Wilmington, Delaware, tells the Court that
his client and the Debtors are engaged in discussions regarding
Coventry's request to lift the automatic stay to pursue all state
law rights and remedies to evict Borders from Coventry Mall.
Nevertheless, Coventry contends that the Debtors do not have the
right to assume or reject the underlying Lease.  The Lease
expired before the Petition Date and the Lease is not property of
the Debtors' estate, he asserts.  To the extent that the Lease is
property of the Debtors, no cause exists to extend the current
deadline to assume or reject the Lease because, among other
things, the Debtors have no equity in the Lease or the Premises
and is not necessary to the Debtors' reorganization, Mr. Wisler
insists.

Westfield LLC and its affiliates and "the Taubman landlords"
filed separate joinders to the Macerich Landlords' Objection.

A list of The Taubman Landlords is available for free at:

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

Simon Property and the Debtors are parties to 29 non-residential
leases currently open where the Debtors are operating in 24 going
concern locations and five closing locations.

GGP is party to 36 lease agreements with the Debtors for non-
residential real property, including 32 going concern locations
and four closing locations.

Mt. Kisco is a lessor to an unexpired lease to Borders Inc.
located at 162 East Main Street, in Mt. Kisco, New York.  Faber
Bros is a landlord to a lease agreement with Borders, Inc. for a
property.  Mentor owns Creekside Plaza of which Borders is an
anchor tenant.  Ledgewood owns Borders Plaza to which Borders is
a lessor.  Coventry is landlord to Borders in the Coventry Mall.

The Macerich Landlords are parties to about 30 leases, a list of
which is available for free at:

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

Westfield and the Debtors are parties to 27 leases, a list of
which is available for free at:

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

Inland, as managing agent for the owners of certain non-
residential property, is party to about 17 lease agreements with
the Debtors, a list of which leases is available for free at:

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

                     Debtors Talk Back

The Debtors insist that the proposed lease decision extension
will afford them an appropriate opportunity to conduct the
analysis and negotiation that is necessary to make informed
decisions concerning their lease portfolio.

Indeed, no party in these Chapter 11 cases disputes that the
Debtors' lease portfolio is crucial to their reorganization
efforts, says David M. Friedman, Esq., at Kasowitz, Benson,
Torres & Friedman, LLP, in New York, counsel to the Debtors.  If
the Debtors are forced to address landlord demands on an
individual basis as a condition of obtaining the relief sought in
the Lease Extension Motion, the very purpose of the Debtors'
Lease Decision Extension Motion would be frustrated, he
emphasizes.

In response to objectors' complaints on the non-payment of
postpetition rent, the Debtors tell the Court that they have paid
the March rent, and all stub rent will be paid on or before April
18, 2011, even though the Debtors could have contested the timing
of the stub rent payment.  To address other objections related to
stores that are already subject to the store closing process, the
Debtors are withdrawing the Lease Extension Motion solely as to
those stores.

The Debtors maintain that any delay in filing their extension
request could jeopardize or even derail their reorganization
efforts.  The Debtors point out that under the DIP Facility, they
must send bid packages to liquidators for store closing sales for
any store with a lease that has not been assumed 15 weeks before
the applicable deadline assume or reject.  The Debtors add that
they have other obligations as well, like commencing store
closing sales at least 12 weeks before the Lease Decision Period
expires.

If the Debtors fail to get extensions of the Lease Decision
Period, they risk being in default and losing borrowing
availability for inventory at each location, Mr. Friedman points
out.  Since the deadline to send bid packages to liquidators
already passed, the Debtors needed a waiver from the DIP lenders
extending the deadline until March 15, 2011, the day of the
hearing on the Lease Decision Motion, he points out.  "If the
Court does not approve the Lease Extension Motion, the Debtors
will have defaulted under the DIP Facility, which will force
these Chapter 11 cases into liquidation," he tells the Court.

A chart summarizing the objections to the Lease Extension Motion
and the Debtors' corresponding response is available for free at:

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

Judge Glenn will consider the Debtors' request in a hearing
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: Several Utilities Oppose Injunction
--------------------------------------------------
Borders Group Inc. and its units are asking the Bankruptcy Court
to prohibit utility companies from altering, refusing, or
discontinuing service to, or discriminating against, them solely
on the basis of the commencement of their Chapter 11 cases, a debt
they owe for services rendered prior to the Petition Date, or on
account of any perceived inadequacy of their proposed adequate
assurance of payment to the utilities.

Several utility companies oppose the Debtors' Motion for
injunction against utility companies.  They include:

* Virginia Electric Power Company d/b/a Dominion Virginia Power;
  The East Ohio Gas Company d/b/a Dominion East Ohio; Dominion
  Hope; New York State Electric and Gas Corporation; Florida
  Power Corporation d/b/a Progress Energy Florida; Carolina
  Power & Light Company d/b/a Progress Energy Carolinas, LLC;
  Consolidated Edison Company of New York, Inc.; Orange &
  Rockland Utilities; Southern California Edison Company; Toledo
  Edison Company; The Cleveland Electric Illuminating Company;
  Ohio Edison Company; Pennsylvania Power Company; Jersey
  Central Power & Light Company; Metropolitan Edison Company;
  Pennsylvania Electric Company; Georgia Power Company; American
  Electric Power; Duke Energy Carolinas, LLC; Duke Energy Ohio,
  Inc.; Duke Energy Indiana, Inc.; Duke Energy Kentucky, Inc.;
  Piedmont Natural Gas Company; San Diego Gas & Electric
  Company; Public Service Electric and Gas Company; The
  Connecticut Light and Power Company; Yankee Gas Services
  Company; Public Service Company of New Hampshire; PECO Energy
  Company; Commonwealth Edison Company; Allegheny Power; Arizona
  Public Service; The Detroit Edison Company; Cobb Electric
  Membership Corporation; and Tucson Electric Power Company

* Nevada Power Company and Sierra Pacific Power Company doing
  business as NV Energy

* Public Service Company of New Mexico

* Florida Power & Light Company, Entergy and Central Maine Power
  Company, Potomac Electric Power, Delmarva Power, and Atlantic
  City Electric.  Entergy includes Entergy Gulf States
  Louisiana, LLC, Entergy Louisiana, LLC; Entergy Mississippi,
  Inc., Entergy New Orleans, Inc. and Entergy Texas, Inc.

* Puerto Rico Electric Power Authority

Virginia Electric Power Company and its affiliates complain that
the proposed $2,288,210 to be escrowed by the Debtors is not a
form of adequate assurance of payment as set forth under Section
366(c)(1)(A) of the Bankruptcy Code nor the security asked by the
utilities pursuant to Section 366(c)(2).  The Debtors failed to
explain (i) who would hold the Escrow Account; (ii) how the
Utilities would access the Escrow Account, and (iii) whether the
Utilities will still have access to the Escrow Account if the
Debtors default on their obligations concerning their DIP
financing, Virginia Electric Power contends.

Public Service Company of New Mexico asserts that the Debtors
should pay it a $60,000 postpetition deposit as assurance of
payment under Section 366(c).  PNM also asserts that the Debtors
should pay all of the charges on or before the due dates set
forth in PNM's postpetition invoices.  If the Debtors do not pay
either the Postpetition Deposit or the postpetition invoices
timely and fully, PNM insists that it should be entitled to
terminate electricity service, upon providing the Debtors with
written notice of default in accordance with the New Mexico Laws
and without returning to the Bankruptcy Court for authorization.

Florida Power asks the Court to (a) enforce as written Section
366; (b) deny the Debtors' Motion; and (c) direct the Debtors to
pay Florida Power their two-month adequate assurance demand
immediately or be subject to disconnection on the 31st day after
the Petition Date.

NV Energy and Puerto Rico Electric seek adequate assurance of
payments in the form of cash deposits:

                                 Proposed Adequate
     Party                        Assurance Amt.
     -----                       -----------------
     NV Energy                           $55,855
     Puerto Rico Electric               $171,887

The adequate assurance of payment required by NV Energy is equal
to the charges for 45 days and two months average service based
on the Debtors' account histories.

Puerto Rico Electric's proposed adequate assurance of payment is
three times the average monthly use of the Debtors.

                    Debtors Address Objections

Counsel to the Debtors, David M. Friedman, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, in New York, relates that the
Debtors have received and are resolving about 20 requests for
additional adequate assurance and five formal objections to the
Utility Injunction Motion.  The objection filed by the Virginia
Electric Group has been adjourned to April 7, 2011, and is in the
process of being resolved by the Debtors.  The objection of NV
Energy has been resolved and will be withdrawn, he notes.

The remaining three objections filed by Public Service Company of
New Mexico, the Florida Power Group, and Puerto Rico Electric are
in the process of being resolved by the Debtors.

A chart summarizing the status of all Objections as of March 11,
2011 is available for free at:

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

Mr. Friedman insists that a two-week cash escrow account as
adequate assurance is more than a mere nominal amount to mitigate
any risk faced by utilities and properly balance the interests of
the Debtors and their utilities under Section 366.  The Objecting
Utility Companies fail to recognize that Section 366 is not
included in the Bankruptcy Code meant to secure all of a
utility's exposure to non-payment, he contends.

Mr. Friedman also asserts that the Objecting Utility Companies
are not facing an unreasonable risk of non-payment where the
Debtors are continuing to operate as a going concern in the
majority of their locations and generating revenues.  The Debtors
are seeking final approval of their DIP financing, thus,
sufficient funds will be available to permit them to pay the
Utility Companies for postpetition services in a timely manner,
he assures the Court.

Some Objecting Utility Companies also assert that holding the
adequate assurance deposits in the proposed escrow account is not
appropriate and that the Utility Companies do not have sufficient
information to access those deposits.  The deposits in the
escrow account provided for some Utility Companies or the
maintenance of the existing deposits and bonds for other Utility
Companies, Mr. Friedman asserts, constitute either a cash deposit
or a surety bond, which are two of the recognized forms of
adequate assurance provided for in Section 366(c)(1)(A).

The Court will consider final approval of the Utility Injunction
Motion on 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: Landlords Criticize Lease Rejection Procedures
-------------------------------------------------------------
In separate filings, The Macerich Company, Dallas/Fort Worth
International Airport Board and Seattle's Best Coffee LLC oppose
Borders Group's proposed procedures for the rejection of unexpired
leases.

A. Macerich Landlords

A group of landlords led by Macerich asserts that the rejection
of any lease should not become effective until the later of
surrender and turnover of the premises, free and clear of any
personal property interests or third party objections and 10 days
after filing of the rejection notice.  Counsel to Macerich,
Adrienne W. Blankley, Esq., at Katten Muchin Rosenman LLP, in New
York -- adrienne.blankley@kattenlaw.com -- asserts that rejection
that relates back to the filing of the Rejection Date is
inconsistent with the Rejection Notice itself and the Bankruptcy
Code as it creates potential significant and unnecessary
liabilities to the Macerich Landlords.

Ms. Blankley contends that the Rejection Date should not occur if
third parties like Seattle's Best Coffee have yet to remove their
property from the Premises.  Having parties entering onto the
Premises during the potential gap period puts the Landlords at
risk for liability for damage to persons or property before they
have possession and control of the Premises, she stresses.  The
rejection procedures should also provide for the removal of all
personal property prior to rejection with all property left at
the Premises after rejection abandoned to Landlords, free and
clear of claims and without any liability to third parties, she
asserts.  The abandonment of property can result in significant
costs to Landlords as a debtor often leaves its vacated space
cluttered with inventory, supplies and fixtures, she insists.

Other objecting landlords are RREEF Management Company, Related
Urban Management, Cousins Properties, Incorporated, Corning
Companies, Passco Companies, LLC, AEW Capital Management, LP,
Urban Retail Properties, Inc. and Steadfast Companies.

These parties join in the Macerich Landlords' Objection:

  * Shelbyville Road Plaza, LLC
  * "The Cafaro Related Entities"
  * The Taubman Landlords
  * Westfield, LLC and its affiliates

The Cafaro Related Entities are Governor's Square Company dba
Governor's Square Mall; Howland Commons, LLC dba Howland Commons;
Huntington Mall Company dba Huntington Mall; Kennedy Mall, Ltd.
dba Kennedy Mall; Meadowbrook Mall Company dba Meadowbrook Mall;
Cafaro Management Company dba Millcreek Mall; PA-Eastway, Inc.
dba Millcreek Pavilion; Ohio Valley Mall Company dba Ohio Valley
Mall; Sandusky Mall Company dba Sandusky Mall and Frenchtown
Square Partnership dba The Mall of Monroe.

B. DFWIAB

Dallas/Fort Worth International Airport Board objects to the
proposed Rejection Procedures to the extent the Debtors are
attempting to seek an order (i) preventing DFWIAB from proceeding
against a bond as a recoupment of damages in the event of default
of the lease by orders; or (ii) requiring DFWIAB to seek further
Court authority before pursuing its claim against the Bond.

Counsel to DFWIAB, Rosa R. Orenstein, Esq., at Sullivan &
Holston, in Dallas, Texas -- rorenstein@sullivanholston.com --
asserts that neither Borders, Inc. nor any of the Debtor has an
interest in the Bond's $30,000 penal sum.  It is improper to
require DFWIAB to seek further Court approval to recoup its
damages by way of a claim against a non-debtor, she asserts.
Similarly, it is improper to require DFWIAB to seek further Court
approval to recoup its damages by way of a claim against a non-
debtor third party for funds to which the Debtors hold no claim,
he argues.

C. Seattle's Best

Seattle's Best complains that the proposed order does not
adequately protect its intellectual and other property rights in
connection with the rejection of unexpired leases.  Counsel to
Seattle's Best, Hugh R. McCullough, Esq., at Davis Wright
Tremaine LLP, in Seattle, Washington -- hughmccullough@dwt.com --
asserts that Seattle's Best should receive notice of each
proposed lease rejection and related abandonment of property.

Seattle Best's interests will be materially affected by the
closing of the Debtors' stores, and Seattle's Best may need to
take steps to protect those interests, particularly with respect
to its trademarks, trade dress, and trade secrets, Mr. McCullough
stresses.  Any order granting the Rejection Procedures Motion
should also expressly state that approval of the proposed
rejection procedures is without prejudice to Seattle Best's
rights under a master license agreement or applicable law with
respect any lease rejection or abandonment of property, he tells
the Court.

The Court will consider the Rejection Procedures Motion on a
hearing 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)


BRE PROPERTIES: Fitch Upgrades Preferred Stock Rating to 'BB+'
--------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating and
outstanding obligation ratings of BRE Properties, Inc.:

  -- IDR to 'BBB' from 'BBB-';
  -- Unsecured revolving credit facility to 'BBB' from 'BBB-';
  -- Senior unsecured notes to 'BBB' from 'BBB-';
  -- Convertible senior notes to 'BBB' from 'BBB-';
  -- Preferred stock to 'BB+' from 'BB'.

The Rating Outlook is Stable.

The upgrades reflect Fitch's view that BRE's multifamily portfolio
fundamentals will continue to improve in 2011, 2012, and 2013,
following declines in 2009 and 2010 and that the company's current
and expected leverage are appropriate for a 'BBB' IDR.  Fitch
notes BRE's management team navigated the business through a
difficult operating cycle and raised $290 million of equity during
2010, which was higher than Fitch's expectation.  These actions
demonstrated management's commitment to maintaining credit metrics
at levels commensurate with a 'BBB' rating.

BRE's leverage improved to 7.5 times for 2010 as compared to 8.4x
for 2009, and Fitch expects BRE's leverage to remain below 8.0x, a
level appropriate for a 'BBB' IDR.  Further, BRE's fixed charge
coverage ratio has improved to 2.1x for 2010, as compared to 1.9x
for 2009 and is expected to remain appropriate for a 'BBB' IDR.
BRE's risk-adjusted capital ratio also improved to 1.2x as of
Dec. 31, 2010, at a 'BBB' rating category stress level, up from
1.1x as of Dec. 31, 2009, and 0.9x as of Dec. 31, 2008.  This
ratio improved largely because of the increase in the company's
equity base and the reduced amount of construction in progress.

While BRE experienced a same store net operating income decline of
6.4% in 2009, the company benefited from improving fundamentals in
2010.  The calendar year 2010 SSNOI decline was 3.7%, with the
fourth quarter of 2010 slightly positive at 0.4%.

Fitch expects that BRE's portfolio will continue to experience
positive operating fundamentals with SSNOI growth between 2.5% and
4% in 2011 and 2012.  Consistent with these expectations, Fitch
projects BRE's leverage, measured as net debt divided by recurring
operating EBITDA, will trend towards 7.0x in 2011 and 2012.
Leverage improved from 2009 due to delevering equity raises, and
leverage is expected to remain below 8.0x as earnings power
improves from incremental NOI from properties acquired and
developments delivered in 2010 and 2011, as well as the expected
improvements in the company's operating fundamentals.
Additionally, BRE's fixed charge coverage ratio (defined as
recurring operating EBITDA less renewal and replacement capital
expenditures, divided by cash interest expense, capitalized
interest and preferred stock dividends), which was 2.1x in 2010
and 1.9x in 2009 and 2008, is expected to be between 2.0x and 2.1x
in 2011 and 2012.

BRE's operating strategy of focusing on owning assets in supply-
constrained coastal destination markets is a credit positive.
These markets exhibit relatively strong long-term demand, limited
buildable land and high construction costs, curtailing substantial
supply growth.

Somewhat offsetting these credit positives is BRE's significant
geographic concentration with 84.1% of SSNOI in 2010 derived from
the state of California.  Fitch rates California's general
obligation bonds 'A-' with a Stable Outlook.  While BRE's SSNOI
has performed in line with a market-weighted PPR index, Fitch
notes the seismic risks of the state.  Additionally, while the
company has little capital committed as of Dec. 31, 2010, for
development projects (2.9% of total development cost as % of total
undepreciated assets), Fitch expects that the company will
increase its development pipeline and risks associated with lease
up will increase.

The Stable Outlook centers on Fitch's expectation that BRE's
credit profile will remain appropriate for the 'BBB' rating
through economic cycles, supported by management's commitment to
maintain leverage in the current range to offset development risks
and declining operating fundamentals.  Further, BRE continues to
access various sources of capital and maintains a solid liquidity
profile.  For the period of Jan. 1, 2011 to Dec. 31, 2012, Fitch
calculates that BRE's sources of liquidity (cash, availability
under its unsecured revolving credit facility assuming the
commitment size is reduced by one-third given its maturity in
2012, and projected retained cash flows from operating activities
after dividends and distributions and adjusting for the company's
increased dividend) exceed uses of liquidity (pro rata debt
maturities and amortization and projected renewal and replacement
capital expenditures) by 2.2x, which is strong for the 'BBB'
rating.  In addition, BRE has a smooth debt maturity schedule with
less than 13% of debt maturing before 2014, excluding its line of
credit ($209 million drawn at Dec. 31, 2010) which matures in
2012.  The company's next large debt maturity is its $300 million
of unsecured notes maturing in 2017.

In addition, BRE maintains an adequate level of unencumbered
assets that provides solid coverage of unsecured debt for the
rating category.  Per the company's bond covenant calculations,
BRE's unencumbered assets covered unsecured debt by 2.71x and
2.22x as of Dec. 31, 2010 and Dec. 31, 2009, respectively.  Fitch
calculates that BRE's ratio of unencumbered operating real estate,
valued at a blended 7.5% capitalization rate, to net unsecured
debt was 2.4x and 1.9x as of Dec. 31, 2010 and Dec. 31, 2009,
respectively.

The financial covenants in the company's unsecured debt agreements
do not limit BRE's financial flexibility.

The two-notch differential between BRE's IDR and its preferred
stock ratings is consistent with Fitch's criteria for corporate
entities with a 'BBB' IDR.  Based on Fitch's criteria report
('Equity Credit for Hybrids & Other Capital Securities'), BRE's
preferred stock is 75% equity-like and 25% debt-like since it is
perpetual and has no covenants but has a cumulative deferral
option in a going concern.  Net debt plus 25% of preferred stock
to recurring EBITDA was 7.6x as of Dec. 31, 2010, compared with
8.6x as of Dec. 31, 2009.

Guidelines for Further Rating Actions

These factors may have a positive impact on BRE's ratings and/or
Outlook:

  -- Leverage, defined as net debt to recurring operating EBITDA,
     sustaining below 7.0x for several consecutive quarters
     (leverage was 7.5x as of Dec. 31, 2010);

  -- Fixed charge coverage sustaining above 2.5x for several
     consecutive quarters (coverage was 2.1x for the year ended
     Dec. 31, 2010).

These factors may have a negative impact on BRE's ratings and/or
Outlook:

  -- Leverage sustaining above 8.0x for several consecutive
     quarters;

  -- Fixed charge coverage sustaining below 2.0x for several
     consecutive quarters.

  -- A liquidity shortfall (liquidity coverage was 2.2x for the
     period Jan. 1, 2011 - Dec. 31, 2012).

  -- If operating fundamentals relapse similar to the environment
     of 2009, rather than improve as currently expected.


BROADCAST INT'L: Files Form S-1 for 40,599,961 Shares
-----------------------------------------------------
Broadcast International, Inc. filed with the U.S. Securities and
Exchange Commission a Form S-1 prospectus relating to the resale
of up to 40,599,961 shares of the Company's common stock owned by
the selling shareholders, including up to 12,499,980 shares of the
Company's common stock upon exercise of certain warrants held by
the selling shareholders.

The Company will not receive any proceeds from the sale of the
common stock hereunder.  All proceeds from the sale of the common
stock will be paid to the selling shareholders.  The Company will,
however, receive proceeds from the exercise of the outstanding
warrants.  If all of the warrants covered by this prospectus are
exercised in full, the Company will issue an aggregate of
12,499,980 shares of the Company's common stock, and the Company
will receive aggregate proceeds of $12,499,980.

The Company's common stock is currently traded on the OTC Bulletin
Board under the symbol "BCST."  On Feb. 15, 2011 the closing sale
price of the Company's common stock was $1.11 per share.

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

             http://ResearchArchives.com/t/s?7523

                About Broadcast International

Based in Salt Lake City, Broadcast International, Inc. installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company's balance sheet as of Sept. 30, 2010, showed
$7.3 million in total assets, $25.3 million in total liabilities,
and a stockholders' deficit of $18.0 million.

HJ & Associates LLC, in Salt Lake City, expressed substantial
doubt about the Company's ability to continue as a going concern,
after auditing the Company's financial statements for the year
2009.  The independent auditors noted that the Company has
incurred recurring losses from operations and has a deficit in
stockholders' equity and working capital.


BROADCAST INT'L: ACT Capital Has 5.5% Equity Stake
--------------------------------------------------
ACT Capital Management LLLP disclosed in a Schedule 13G filing
that it beneficially owns 4,117,500 shares of the common stock,
$0.001 par value per share, of Broadcast International, Inc., as
of Dec. 31, 2010.  The shares represent 5.5% of the total number
of shares outstanding of 74,078,153.  ACT also has 1,337,500
warrants to purchase common stock of the Company.  Amir L. Ecker
and Carol G. Frankenfield are the General Partners of ACT Capital
Management, LLLP.

                  About Broadcast International

Based in Salt Lake City, Broadcast International, Inc. installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company's balance sheet as of Sept. 30, 2010, showed
$7.3 million in total assets, $25.3 million in total liabilities,
and a stockholders' deficit of $18.0 million.

HJ & Associates LLC, in Salt Lake City, expressed substantial
doubt about the Company's ability to continue as a going concern,
after auditing the Company's financial statements for the year
2009.  The independent auditors noted that the Company has
incurred recurring losses from operations and has a deficit in
stockholders' equity and working capital.


BRYAN MOORE DEV'T: Court Approves Deal Between Bank & Receiver
--------------------------------------------------------------
The Hon. Redfield T. Baum, Sr., of the U.S. Bankruptcy Court for
the District of Arizona approved the stipulation between Bank of
America, N.A., as Trustee for the Registered Holders of GS
Mortgage Securities Corporation II Commercial Mortgage Pass-
Through Certificates, Series 2004-C1, Debtor Bryan/Moore
Development, LLC, and the receiver Hannay Investment Properties
Inc.

As reported in the Feb. 23, 2011 edition of the Troubled Company
Reporter, the Debtor sought and obtained authorization from the
Hon. Redfield T. Baum, Sr., to sell the real property located at
2824 - 2910 N. Power Road, Mesa, Arizona 85215, and personal
property for $14.60 million to MDC Realty Advisors USA, Inc., free
and clear of liens, with liens of Bank of America, N.A.

Pursuant to the agreement among the Debtor, the bank and the
receiver, the receiver will be entitled to hold back $75,842 from
the proceeds of sale of the property and collateral to pay the
Receiver's unpaid and anticipated expenses.

Upon closing of the asset sale, the Receiver will turn over
possession of the property to the purchaser of the Debtor's
assets, MDC Ridgeview Plaza Associates, LP.

A copy of the Sale Agreement is available for free at:

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

Under the terms of the Agreement, within five business days
following the execution of the Agreement, MDC is required to
deposit $100,000 in escrow and an additional $400,000 in escrow
within three business days of the expiration of an investigation
period.  The balance of the purchase price is due at closing.

MDC will assign its interest to MDC Ridgeview Plaza Associates,
LP, a Delaware limited partnership.

The Court approved the payment at closing of all closing costs
including a real estate commission to Cassidy Turley BRE
Commercial, in the amount of $219,000.

                   About Bryan/Moore Development

Mesa, Arizona-based Bryan/Moore Development, LLC, filed for
Chapter 11 bankruptcy protection on March 31, 2010 (Bankr. D.
Ariz. Case No. 10-09233).  McGuire Gardner P.L.L.C. assists the
Debtor in its restructuring efforts.  The Company scheduled
$15,525,000 in assets and $13,166,621 in liabilities as of the
Chapter 11 filing.


BUILDERS FIRSTSOURCE: Deregisters Securities; Support Pact Lapses
-----------------------------------------------------------------
Builders FirstSource, Inc., filed last month a Post-Effective
Amendment No. 1 to a registration statement on Form S-3.
Builders FirstSource had filed the original Form S-3 (No. 333-
164102) on Dec. 31, 2009, to register the resale from time to time
of up to 2,042,056 shares of its common stock, par value $.01 per
share, $139,751,000 in aggregate principal amount of the Company's
Second Priority Senior Secured Floating Rate Notes due 2016, and
the guaranties of those notes by the Company's subsidiaries. The
Registration Statement was declared effective on January 21, 2010.
The Company said it is filing this Post-Effective Amendment No. 1
to deregister the Securities because its obligation to keep the
Registration Statement effective, pursuant to the terms of the
Support Agreement between the Company and the various selling
security holders under the Registration Statement, has expired.

                     About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

The Company's balance sheet at Dec. 31, 2010 showed
$412.80 million in total assets, $253.30 million in total
liabilities and $159.50 million in total stockholders' equity.

Builders FirstSource reported a net loss of $95.51 million on
$700.34 million of sales for the year ended Dec. 31, 2010,
compared with a net loss of $61.85 million on $677.88 million of
sales during the prior year.

                           *     *     *

Builders FirstSource Inc. carries 'CCC+' issuer credit ratings,
with negative outlook, from Standard & Poor's.  It has a 'Caa1'
long term corporate family rating and 'Caa3' probability of
default ratings, with negative outlook, from Moody's Investors
Service.

In July 2010, when S&P revised the rating outlook to negative and
affirmed the ratings, S&P said the 'CCC+' corporate credit rating
reflects what S&P considers to be the company's vulnerable
business risk and highly leveraged financial profile.  The rating
also reflects Builders FirstSource's exposure to the new
residential construction market, which is experiencing a prolonged
slump, faces highly competitive markets, and has a limited end-
market focus.  In addition, the company's EBITDA loss was
approximately $32 million for the 12 months ended June 30, 2010,
compared with $29 million for the same period a year ago, leading
to its highly leveraged financial profile.  Given its weak
earnings, a trend S&P expects to continue in the near term,
combined with low levels of housing starts and highly competitive
market conditions, S&P expects EBITDA to remain negative through
the remainder of 2010.


C&D TECHNOLOGIES: T. Rowe Price No Longer Owns Shares
-----------------------------------------------------
T. Rowe Price Associates, Inc., filed an eighth amendment to its
Schedule 13G to disclose that it no longer owns shares of common
stock of C&D Technologies Inc. as of Dec. 31, 2010.

                       About C&D Technologies

C&D Technologies, Inc., is a manufacturer, marketer and
distributor of electrical power storage systems for the standby
power storage market.  The Company makes lead acid batteries and
standby power systems that integrate lead acid batteries with
other electronic components, which are used to provide backup or
standby power for electrical equipment in the event of power loss
from the primary power source.

The Company's balance sheet at Oct. 31, 2010, showed
$250.37 million in assets, $265.79 million in liabilities and
a stockholders' deficit of $15.42 million.

C&D Technologies in December 2010 escaped a bankruptcy filing
after completing an out-of-court restructuring that reduced the
Company's total debt from approximately $175 million to
$50 million.  The Company in September 2010 entered into a
restructuring support agreement with noteholders to a
restructuring that will be effected through (i) an offer to
exchange the Company's outstanding notes for up to 95% of the
Company's common stock, or (ii) a prepackaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code, if
the exchange offer fails to get the requisite support.  C&D
Technologies elected not to make a semi-annual interest
payment due on its 5.25% Convertible Senior Notes due 2025 on
Nov. 1, 2010.


CAPRIUS INC: Knight Capital Discloses 18.83% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Knight Capital Americas, L.P., disclosed that
it beneficially owns 1,022,741 shares of common stock of Caprius
Inc. representing 18.83% of the shares outstanding based on
outstanding shares reported on the Company's 10-Q filed with the
SEC for quarterly period ending Sept. 30, 2010.

                        About Caprius, Inc.

Paramus, N.Y.-based Caprius, Inc., is engaged in the infectious
medical waste disposal business, through its wholly-owned
subsidiary M.C.M. Environmental Technologies, Inc., which
developed, markets and sells the SteriMed and SteriMed Junior
compact systems that simultaneously shred and chemically disinfect
regulated medical waste, utilizing its proprietary, EPA
registered, bio-degradable chemical known as Ster-Cid.

The Company's balance sheet at Dec. 31, 2010 showed $1.58 million
in total assets, $9.34 million in total liabilities and a
$7.76 million stockholders' deficiency.

Marcum LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern following the
Company's results for fiscal years ended Sept. 30, 2009 and 2010.
The independent auditors noted that the Company has a working
capital deficiency and has substantial recurring losses from
operations.  In addition, under the terms of the Loan Facility
Agreement with Vintage Capital Group LLC, the Company was obliged
to fulfill certain defined covenants and achieve specific
milestones, including those relating to unit sales and the
relocation of manufacturing.  To date, these aforementioned
covenants and milestones have not been met and the Company has
been put on notice by Vintage of these defaults, Marcum said in
its report attached to the Form 10-K for the fiscal year ended
Sept. 30, 2010.


CARPENTER CONTRACTORS: Can Use Cash Collateral Until Mar. 21
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida, in
a third interim order dated Feb. 8, 2011, authorized Carpenter
Contractors of America, Inc., to continue using cash collateral of
First American Bank through and continuing until the hearing on
March 21, 2011, as well as revenue generated from its postpetition
operations in accordance with the terms of a 30 day rolling budget
for the month of February 2011 filed with the Court.

The Debtors are authorized to continue the interim use of cash
collateral upon the terms previously ordered by the Court except
as specifically modified in the third interim order.

The Debtor is not authorized to expend cash collateral for any
payments or expenses related to the airplane leased by the Debtor
in excess of $10,000 over and above revenues generated by the
charter of the airplane between February 7, 2011, and March 21,
2011.

As additional adequate protection, the Debtors will pay: (a) all
accrued and unpaid interest (at the non-default rate) and fees
(including reasonable professional fees and expenses) owing under
the Senior Secured Credit Agreement dated July 11, 2008, as of the
petition date; and (b) current payment of all postpetition fees
and expenses, including the reasonable postpetition fees and
expenses of legal counsel and other professionals retained by the
Bank, as and when due and payable under the Credit Agreement.

A further hearing to consider the relief sought in the cash
collateral motions will be held before the Court on March 21,
2011, at 9:30 a.m. at the United States Bankruptcy Court, 299 East
Broward Blvd., Courtroom 308, in Fort Lauderdale, Fla.

As reported in the Troubled Company Reporter on Nov. 5, 2010,
First American Bank asserts a first security interest in and lien
upon substantially all of the personal property of the Debtor,
including the Debtor's accounts receivable, inventory and
equipment.  In addition, the Bank asserts a mortgage lien subject
to existing Industrial Revenue Bonds on the Debtor's real property
located in Belvidere, Illinois, and Fayetteville, North Carolina.
The Bank provided the Debtor with a revolving line of credit and
the Bank presently asserts that it is owed approximately
$7,240,000.  In addition, the Bank has issued letters of credit as
additional credit support for the Debtor's obligations under
Industrial Revenue Bonds related to the Debtor's facilities in
Belvidere, Illinois, and Fayetteville, North Carolina.  The Bank's
letter of credit exposure is approximately $3,000,000.

                    About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 10-42604) on Oct. 25, 2010.  Chad P.
Pugatch, Esq., at Rice Pugatch Robinson & Schiller, P.A., in Ft.
Lauderdale, Fla., represents Carpenter Contractors of America in
its restructuring effort.  The Debtor estimated its assets at
$50 million to $100 million and debts at $10 million to
$50 million.

On Oct. 26, 2010, CCA Midwest, Inc., a wholly owned subsidiary of
Carpenter Contractors, filed a separate petition for Chapter 11
relief (Bankr. S.. Fla., Case No. 10-42630).  Chad P. Pugatch,
Esq., at Rice Pugatch Robinson & Schiller, P.A., in Ft.
Lauderdale, Fla., represents CCA Midwest in its restructuring
effort.  CCA Midwest estimated its assets and debts at $1 million
to $10 million each.

The two cases are jointly administered under Case No. 10-42604.


CARPENTER CONTRACTORS: U.S. Trustee Unable to Form Creditors Panel
------------------------------------------------------------------
The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court
for the Southern District of Florida that until further notice, he
will not appoint a committee of creditors in the Chapter 11 case
of Carpenter Contractors of America, Inc.

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 10-42604) on Oct. 25, 2010.  Chad P.
Pugatch, Esq., serves as the Debtor's bankruptcy counsel, and Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, serve as special
counsel.  Thomas Santoro and GlassRatner Advisory & Capital Group,
LLC, is the Debtor's as financial advisor, and Scott L. Spencer,
CPA and Crowe Horwath, LLP is the Debtor's accountant.

The Debtor disclosed $42,900,573 in assets and $25,861,652 in
liabilities as of the Chapter 11 filing.


CATALYST PAPER: Letko Brosseau Discloses 4.78% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Letko, Brosseau & Ass. Inc., disclosed that it
beneficially owns 18,249,485 shares of common stock of
representing 4.78% of the shares outstanding.

                        About Catalyst Paper

Based in Richmond, British Columbia, in Canada, Catalyst Paper
Corporation (TSX:CTL) manufactures diverse specialty mechanical
printing papers, newsprint and pulp.  Its customers include
retailers, publishers and commercial printers in North America,
Latin America, the Pacific Rim and Europe.  With six facilities
located in British Columbia and Arizona, Catalyst has a combined
annual production capacity of 2.5 million tonnes.

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

The Company reported a net loss of C$398.2 million on
C$1.229 billion of sales for 2010, compared with a net loss of
C$5.6 million on C$1.224 billion of sales for 2009.

                          *     *     *

In mid-March 2010, Moody's Investors Service downgraded Catalyst's
Corporate Family Rating to 'Caa1' from 'B3'.  Catalyst's CFR
downgrade anticipates a marked deterioration in the company's
financial performance over the coming year, with significant
EBITDA erosion compared to 2009 levels and negative free cash flow
generation.

In May 2010, Standard & Poor's Ratings Services revised the
outlook on Catalyst to stable from negative.  S&P affirmed the
'CCC+' long-term corporate credit rating on the Company.  The
ratings on Catalyst reflect S&P's view of the company's highly
leveraged capital structure, history of weak profitability, fiber
supply issues, and its participation in cyclical commodity
markets.  In Standard & Poor's opinion, these risks are partially
mitigated by the company's revenue diversity and improving cost
profile.


CC MEDIA: Offers to Exchange Non-Qualified Stock Options
--------------------------------------------------------
CC Media Holdings Inc. filed with the U.S. Securities and Exchange
Commission a Schedule TO relating to its offer to eligible
officers and key employees to exchange certain non-qualified stock
options to purchase shares of its Class A common stock, par value
$0.001 per share, issued and outstanding under the Clear Channel
2008 Executive Incentive Plan with an exercise price equal to
$36.00 per share and an expiration date on or prior to Sept. 10,
2019, for replacement options issued under the Plan.

Each Eligible Person's Replacement Options represent the right to
purchase one-half of the aggregate number of shares subject to
such Eligible Person's Eligible Options at an exercise price equal
to $10.00. Current and former members of the board of directors of
CC Media, including any member of the board of directors who also
serves as an employee of CC Media or its subsidiaries, will not be
eligible to participate in the Offer.  The grant date for the
Replacement Options was Feb. 17, 2011, with the Replacement
Options being subject to forfeiture if an Eligible Person becomes
ineligible to participate in, or declines to participate in, the
Offer.  Only Eligible Options that are outstanding on Feb. 18,
2011, held by Eligible Persons during the entire period from and
including  Feb. 18, 2011 through the expiration of the Offer will
be eligible to tender in the Offer.  As of Jan. 31, 2011, there
were 23,630,150 shares of Class A common stock and Eligible
Options to purchase 2,781,867 shares of Class A common stock
outstanding.

                 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 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.

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.

                          *     *     *

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.


CC MEDIA: Distributed Confidential Circular on $750MM Notes
-----------------------------------------------------------
On February 7, 2011, Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc., distributed a
confidential preliminary offering circular dated February 7, 2011
relating to $750,000,000 aggregate principal amount of CCU's
Priority Guarantee Notes due 2021 to be offered and sold only to
qualified institutional buyers in an unregistered offering
pursuant to Rule 144A under the Securities Act of 1933, as
amended, and to certain non-U.S. persons in transactions outside
the United States in reliance on Regulation S under the Act.

A copy of the Excerpts from Confidential Preliminary Offering
Circular dated February 7, 2011, distributed by the Company is
available at http://is.gd/i0PY1D

                 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 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.

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.

                          *     *     *

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.


CELL THERAPEUTICS: Gets Exclusive Marketing Deal of Tosedostat
--------------------------------------------------------------
Cell Therapeutics, Inc., and Chroma Therapeutics Ltd. announced
that they have entered into a co-development and license agreement
providing CTI with exclusive marketing and co-development rights
to Chroma's drug candidate tosedostat in North, Central and South
America.  Tosedostat is an oral, aminopeptidase inhibitor that has
demonstrated significant anti-tumor responses in blood related
cancers and solid tumors in phase I-II clinical trials.  CTI, in
collaboration with Chroma, expects to commence a phase III
clinical study in the United States and Europe in elderly patients
with relapsed or refractory acute myeloid leukemia for potential
approval by the U.S. Food and Drug Administration and the European
Medicines Agency.  The FDA and the EMA have granted tosedostat
orphan drug status for AML.

Pursuant to the terms of the agreement, CTI will make an upfront
payment of $5 million and a milestone payment of $5 million when
the AML pivotal trial is initiated, which is expected to occur in
the fourth quarter of 2011.  The agreement also includes customary
development-based milestone payments related to AML,
myelodysplastic syndrome and certain other indications, as well as
royalties on net sales in CTI's territories.  CTI will oversee
development operations and commercialization activities in its
territories and Chroma will oversee development operations and
commercialization activities in the rest of the world.

Subject to a funding cap of $50 million for the first three years,
CTI will be responsible for 75% of development costs and Chroma
will be responsible for 25% of development costs.

"Tosedostat, similar to drugs like bortezomib and lenalidomide,
represents a departure from conventional cytotoxic chemotherapy
toward more tumor selective targeted therapy that interferes with
cellular pathways necessary for tumor survival," commented James
A. Bianco, M.D., CEO of CTI.  "In initial clinical studies,
tosedostat was well-tolerated, given orally once a day and
produced encouraging response rates in difficult to treat patients
with acute leukemia and a variety of blood related cancers. We are
excited to add tosedostat to our late-stage product pipeline
alongside pixantrone as we continue with our strategy of building
a pipeline of novel drugs for treating blood-related cancers."

Chroma is an Oxford, UK based private company led by a management
team with extensive public biotechnology and large pharmaceutical
company experience, including former executives of Celltech,
British Biotech, AstraZeneca and Roche, and backed by leading
specialist investors.  Chroma is focused on harnessing chromatin
biology and its novel cell accumulation (ESM) technology to
develop new targeted therapies for cancer and inflammatory
disorders.

"We believe that this is a collaboration that should enable the
rapid progression of tosedostat toward seeking regulatory
approval, given CTI's development and commercialization
capabilities and experience in the blood-related cancer space,"
said Ian Nicholson, CEO of Chroma.  "In working with clinicians in
developing tosedostat we have clearly identified significant unmet
medical needs where tosedostat could provide an important
therapeutic advance for patients if approved."

AML is a hematologic cancer that is an aggressive, fast-growing
cancer that starts inside the bone marrow with the production of
abnormal blood cells.  The American Cancer Society estimates that
12,330 new cases of AML will be diagnosed and approximately 8,950
deaths from AML will occur in the U.S. in 2010.  AML is generally
a disease affecting older people with the average patient age at
onset of approximately 67 years.  There remain a substantial
proportion of elderly patients who do not receive intensive
chemotherapy due to their inability to tolerate such regimens, and
other risk factors.  Therefore, there is a significant unmet
medical need in developing a well-tolerated and effective
treatment for these patients.

Tosedostat is an orally dosed aminopeptidase inhibitor which
blocks the M 1/17 family of aminopeptidases.  Disrupting
aminopeptidases deprives sensitive tumor cells of amino acids by
blocking protein recycling resulting in tumor cell death.
Tosedostat has been studied in Chroma's phase I-II clinical trials
both as a single agent and in combination with other
chemotherapeutic agents.  Those studies have demonstrated
significant anti-tumor responses without the typical side effects
of conventional, non-targeted cytotoxic therapies.  Initial target
indications include AML, MDS and multiple myeloma.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company's balance sheet at Sept. 30, 2010, showed
$46.6 million in total assets, $38.9 million in total liabilities,
$13.4 million in common stock purchase warrants, and a
stockholders' deficit of $5.7 million.

Stonefield Josephson, Inc., in San Francisco, Calif., 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 sustained loss
from operations, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of Dec. 31, 2009.


CEMTREX INC: Arun Govil Owns 25.43 Million Common Shares
--------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Arun Govil, a director and officer at Cemtrex Inc.,
disclosed that he beneficially owns an aggregate of 25.43 million
shares of the Company's common stock.  Mr. Govil also owns
1 million shares of Series A Preferred Stock.

                        About Cemtrex, Inc.

Farmingdale, N.Y.-based Cemtrex, Inc., is engaged in manufacturing
and selling the most advanced instruments for emission monitoring
of particulate, opacity, mercury, sulfur dioxide, nitrogen oxides,
etc.  Cemtrex also provides turnkey services for carbon creation
projects from abatement of greenhouse gases pursuant to Kyoto
protocol and assists project owners in selling of carbon credits
globally.  The Company's products are sold to power plants,
refineries, chemical plants, cement plants & other industries
including federal and state governmental agencies.

The Company's balance sheet at Dec. 31, 2010, showed $2.4 million
in total assets, $3.2 million in total liabilities, and a
stockholders' deficit of $772,180.

As reported in the Troubled Company Reporter on Jan. 21, 2011,
Gruber & Company, LLC, in Saint Louis, Mo., expressed substantial
doubt about Cemtrex's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has a negative equity and negative working capital.


CHINA TEL GROUP: Engages Kabani & Company as Accountants
--------------------------------------------------------
On March 11, 2011 China Tel Group, Inc., engaged Kabani & Company,
Inc. as its independent registered public accounting firm for the
Company's fiscal year ended Dec. 31, 2010.  The decision to engage
Kabani as the Company's independent registered public accounting
firm was approved by the Company's Board of Directors and
determined to be in the Company's best interest.

During the two most recent fiscal years and through the Engagement
Date, the Company has not consulted with Kabani regarding either:

   1. The applications of accounting principles to any specified
      transaction, either completed or proposed, or the type of
      audit opinion that might be rendered on the Company's
      financial statements, and neither a written report was
      provided to the Company nor oral advice was provided that
      Kabani concluded was an important factor considered by the
      Company in reaching a decision as to the accounting,
      auditing or financial reporting issue; or

   2. Any matter that was either the subject of a disagreement (as
      defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-
      K and the related instructions thereto) or a reportable
      event (as described in paragraph (a)(1)(v) of Item 304 of
      Regulation S-K).

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

The Company's balance sheet at Sept. 30, 2010 showed $8.70 million
in total assets, $9.84 million in total liabilities and
$1.14 million in total deficit.

Mendoza Berger & Company, LLP, in Irvine, Calif., 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 a net
loss of $56.0 million for 2009, cumulative losses of
$165.4 million since inception, a negative working capital of
$68.8 million and a stockholders' deficit of $63.2 million, and
that the Company's viability is dependent upon its ability to
obtain future financing and the success of its future operations.

The Company also reported a net loss of $38.23 million on $729,701
of revenue for the nine months ended Sept. 30, 2010, compared with
a net loss of $26.34 million on $457,766 of revenue for the same
period during the prior year.


CINCINNATI BELL: LSV Asset Has 5.476% Equity Stake
--------------------------------------------------
LSV Asset Management said in a SC 13G filing that it beneficially
owns 11,048,775 shares of Class A Common Stock, no par value per
share, of Cincinnati Bell Inc. as of Dec. 13, 2010.  The shares
held by LSV represent 5.476% of the total shares outstanding.

                       About Cincinnati Bell

Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio,
provides telecommunications products and services to residential
and business customers in Ohio, Kentucky and Indiana.

Cincinnati Bell Inc.'s balance sheet at Sept. 30, 2010, showed
$2.59 billion in total assets, $3.20 billion in total liabilities,
and a stockholder's deficit of $611.4 million.

                         *     *     *

The Company has a 'B' Issuer Default Rating, and Stable outlook,
from Fitch.  Fitch said in November 2010 that 'B' IDR for reflects
expectations for relatively high, albeit stable leverage and its
diversified revenue profile.  In addition, its wireline and
wireless businesses generate strong free cash flows.

In November 2010, Moody's Investors Service affirmed the Company's
B1 Corporate Family Rating and Probability of Default Rating.  The
stable outlook is based on Moody's expectations that CBB will be
able to maintain stable EBITDA levels by offsetting access line
losses through increased efficiencies in its incumbent wireline
operations and by growing data and broadband revenues in its
wireless segment.

In February 2011, Standard & Poor's Ratings Services lowered its
ratings on Cincinnati-based Cincinnati Bell Inc. and subsidiary
Cincinnati Bell Telephone Co., including the corporate credit
ratings, which S&P lowered to 'B' from 'B+'.  In addition, S&P
also lowered all issue-level ratings by one notch.  The outlook is
stable.  "The downgrade is based on S&P's expectation that the
combination of the company's ongoing expansion of its data center
business and aggressive financial policies will prevent leverage
from declining below the 5x level that S&P had associated with the
previous rating," explained Standard & Poor's credit analyst
Naveen Sarma.


CNOSSEN DAIRY: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Cnossen Dairy filed with the U.S. Bankruptcy Court for the
Northern District of Texas its schedules of assets and
liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property               $21,568,500
B. Personal Property           $30,579,199
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $37,813,575
E. Creditors Holding
    Unsecured Priority
    Claims                                                $0
F. Creditors Holding
    Unsecured Non-priority
    Claims                                        $8,601,275
                                -----------      -----------
       TOTAL                    $52,147,699      $46,414,850

                        About Cnossen Dairy

Hereford, Texas-based Cnossen Dairy filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-20760) on
Nov. 12, 2010.  J. Bennett White, Esq., at J. Bennett White, P.C.,
serves as bankruptcy counsel to the Debtor.  Templeton, Smithee,
Hayes, Heinrich & Russell, LLP, is the local counsel.  The Debtor
estimated its assets and debts at $50 million to $100 million.

The bankruptcy cases of Cnossen Family Partnership and UC Farms,
LLC (Case Nos. 10-20793 and 10-20794) are jointly administered
with the Cnossen Dairy's case.


CNOSSEN DAIRY: Amends Motion to Pay Prepetition Vendor Claims
-------------------------------------------------------------
Cnossen Dairy asks the U.S. Bankruptcy Court for the Northern
District of Texas, Amarillo Division, to authorize payment of
prepetition claims of certain trade vendors incurred in the
ordinary course of business.

The Court has the power to authorize payment of prepetition claims
of vendors pursuant to the "necessity of payment" doctrine, J.
Bennett White, Esq., at J. Bennett White, P.C., in Tyler, Texas,
noted.  The "necessity of payment" doctrine "recognizes the
existence of the judicial power to authorize a debtor in a
reorganization case to pay prepetition claims where such payment
is essential to the continued operation of the debtor," Mr. White
said, citing In re Ionosphere Clubs, Inc., 98 B.R. 174, 176.

Granting relief authorizing the payment of prepetition claims of
vendors is based on the recognition that these vendors are
indispensably necessary to the continued operation of the Debtor's
business and its successful reorganization.  Payment of these
prepetition claims will ultimately benefit all creditors,
including other unsecured creditors, Mr. White asserted.

He informed the Court that as of the Petition Date, all of the
obligations the Debtor seeks authority to pay pursuant to this
motion were current.  The Debtor was paying all trade vendors on a
timely basis and within existing credit terms.

The commencement of the Debtor's Chapter 11 case has created
apprehension on the part of trade creditors and suppliers
continuing to do business with the Debtor under current existing
credit terms, Mr. White explained to the Court.  Any inability to
continue paying the Debtor's accounts on a current basis would
hinder the Debtor's ability to obtain acceptable credit terms with
its trade vendors.  This will harm the Debtor's ability to
maintain the crucial level of goods and essential services
necessary to successfully reorganize, he said.

The aggregate amount of prepetition trade vendor claims is not
substantial in comparison with the value the Debtor's estate will
receive from the uninterrupted supply of trade credit, goods, and
services, Mr. White added.

                          *     *     *

In an order, dated March 8, 2011, the Court denied in all
respects, without prejudice to the right of the affected creditors
to establish any priority claim to which they may be entitled,
Cnossen Dairy's First Amended Motion for Authority to Pay
Prepetition Trade Vendor Claims in the Ordinary Course of
Business, finding that the Debtor has not satisfied the standards
for qualification of the specified creditors as critical vendors,
as set forth in In re CoServ, L.L.C., 273 B.R. 487, 498 (Bankr.
N.D. Tex. 2002).

In the hearing held on March 2, 2011, the Court considered the
First Amended Motion and the objections filed by Wells Fargo Bank,
National Association and the U.S. Trustee.  The Court noted that
the Bankruptcy Code generally requires that, except in
extraordinary circumstances, prepetition creditors be paid on a
pro rata basis from the assets available for distribution,
pursuant to a confirmed plan of reorganization.

The Court stated in the Order that it is unable to conclude at
this stage in the case that if the favored creditors are paid in
full now, as proposed in the Amended Motion, other creditors in
the case will likewise ultimately be paid in full.

                        About Cnossen Dairy

Hereford, Texas-based Cnossen Dairy filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-20760) on
Nov. 12, 2010.  J. Bennett White, Esq., at J. Bennett White, P.C.,
serves as bankruptcy counsel to the Debtor.  Templeton, Smithee,
Hayes, Heinrich & Russell, LLP, is the local counsel.  The Debtor
estimated its assets and debts at $50 million to $100 million.

The bankruptcy cases of Cnossen Family Partnership and UC Farms,
LLC (Case Nos. 10-20793 and 10-20794) are jointly administered
with the Cnossen Dairy's case.


COMPOSITE TECHNOLOGY: Gets $600K in Bridge Loans from 4 Investors
-----------------------------------------------------------------
In a regulatory Form 8-K filing Thursday, Composite Technology
Corporation disclosed that between March 4, 2011, and March 8,
2011, it entered into individual Loan and Promissory Note
Agreements with four accredited investors, none of whom are
affiliates of the Company.  Pursuant to the terms and subject to
the conditions set forth in the Loan Agreements, the Lenders have
provided a bridge loan totaling $600,000 to the Company.  Pursuant
to the Loan Agreements, interest in the amount of 12% per annum,
calculated on a 360 day year, will be paid as well as payment in
kind interest of 5% due upon maturity.  The Loan is due the
earlier of 30 days from the date of issuance or upon the closing a
financing in excess of $2,000,000.  No cash fees were paid to any
party to the transaction in exchange for lending the money.

In addition, between March 4, 2011, and March 8, 2011, in
conjunction with the Loan Agreements, the Company entered into
Warrant Agreements with the Lenders and issued warrants to
purchase 1,200,000 shares of the Company's common stock at $0.25
per share, exerciseable until March 2014.  The warrants may be
exercised in a "cashless" manner unless registered for resale
under an effective registration statement.  The warrants have
"full ratchet" antidilution protection while the corresponding
notes are outstanding and "weighted average price" antidilution
protection after the corresponding notes are repaid in full.

                   About Composite Technology

Irvine, Calif.-based Composite Technology Corporation (OTC BB:
CPTC) -- http://www.compositetechcorp.com/-- develops, produces,
markets and sells innovative energy efficient and renewable energy
products for the electrical utility industry.  The Company was
incorporated in Florida on Feb. 26, 1980, as El Dorado Gold &
Exploration, Inc., and reincorporated in Nevada on June 27, 2001,
and renamed Composite Technology Corporation.

The Company's balance sheet at Dec. 31, 2010, showed $27.5 million
in total assets, $55.2 million in total liabilities, and a
stockholders' deficit of $27.7 million.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2010,
SingerLewak LLP, in Irvine, Calif., expressed substantial doubt
about Composite Technology's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has suffered recurring losses from operations.

The Company reported a net loss of $19.77 million on
$10.84 million of revenue for fiscal year ended Sept. 30, 2010,
compared with a net loss of $73.75 million on $19.60 million of
revenue for fiscal 2009.  Composite had a net loss of $3.2 million
on $5.2 million of revenue for the three months ended Dec. 31,
2010, compared with a net loss of $7.7 million on $2.7 million of
revenue for the same period in 2009.


CONSPIRACY ENTERTAINMENT: Dismisses Chisholm as Accountants
-----------------------------------------------------------
On March 8, 2011 Conspiracy Entertainment Holdings, Inc.
dismissed Chisholm, Bierwolf, Nilson & Morrill, LLC as the
principal independent accountant to audit the Company's financial
statements for the fiscal year ending June 30, 2011.  The
dismissal was approved by the Board of Directors.  The dismissal
was due to the fact that Chisholm informed the Company of the
pending revocation of Chisholm's registration with the Public
Company Accounting Oversight Board.

The reports of Chisholm for the fiscal years ended Dec. 31, 2009
and Dec. 31, 2008, did not contain any adverse opinion or
disclaimer of opinion and those reports were not qualified or
modified as to any uncertainty, audit scope or accounting
principle.

The reports of Chisholm on the Company's financial statements for
the fiscal years ended Dec. 31, 2009 and Dec. 31, 2008, contained
an explanatory paragraph which noted that there was substantial
doubt as to the Company's ability to continue as a going concern
because of a loss from operations.

During the fiscal years ended Dec. 31, 2009 and Dec. 31, 2008, and
the subsequent interim period up to and including the date of
dismissal of Chisholm, there have been no disagreements with
Chisholm on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of
Chisholm would have caused them to make reference thereto in their
report on the financial statements for those periods.

         New Independent Registered Public Accounting Firm

On March 8, 2011, the Company engaged the firm of Morrill &
Associates, LLC as the principal accountant to audit the Company's
financial statements for the fiscal year ending Dec. 31, 2010.

During the fiscal years ended Dec. 31, 2009 and Dec. 31, 2008, and
the subsequent interim period prior to the engagement of Morrill,
neither the Company nor anyone on its behalf consulted with
Morrill regarding the application of accounting principles to a
specified transaction whether completed or uncompleted, the type
of audit opinion that might be rendered on the Company's financial
statements or as to any matter that was either the subject of a
disagreement with the previous independent auditor or was a
reportable event.  The decision to engage Morrill was recommended
and approved by the Company's Board of Directors.

                   About Conspiracy Entertainment

Conspiracy Entertainment Holdings, Inc. (OTC BB: CPYE), through
its wholly owned subsidiary, Conspiracy Entertainment Corporation,
is a developer, publisher and marketer of entertainment software
in North America and Western Europe.  Conspiracy Entertainment was
founded in 1997 and is based in Santa Monica, California.

The Company's balance sheet at Sept. 30, 2010, showed $5,256,462
in assets, $10,216,852 in liabilities and a $4,960,390
stockholders' deficit.

Conspiracy Entertainment reported a net loss of $979,968 for 2009
from net income of $265,603,000 for 2008.  Net sales were
$9,600,592 for 2009 from $10,905,490 for 2008.


CONVERSION SERVICES: Board Members Get 375,000 Shares Each
----------------------------------------------------------
Brian Walton, a director at Conversion Services International
Inc., filed a Form 5 disclosing that he beneficially owns 375,000
shares of common stock of Conversion as of Dec. 31, 2010.  The
375,000 shares were granted to Mr. Brian on Oct. 22, 2010 as part
of his compensation for service on the board of directors.

Lawrence K. Reisman, also a director, disclosed that he has direct
ownership of 729,535 shares of common stock of Conversion Services
as of Dec. 31, 2010.  Mr. Reisman also was granted 375,000 shares
on Oct. 22.

Thomas Pear, a director, disclosed that he directly owns 744,535
shares of common stock of the Company as of Dec. 31, 2010.  Mr.
Pear received 375,000 shares as part of his compensation for work
on the board of directors.  On Dec. 13, 2010, he acquired 10,800
shares at prices ranging from $0.014 to $0.025.

                  About Conversion Services Int'l

Conversion Services International, Inc., and its wholly owned
subsidiaries are principally engaged in the information technology
services industry in these areas: strategic consulting, business
intelligence/data warehousing and data management to its customers
principally located in the northeastern United States.

CSI was formerly known as LCS Group, Inc.  In January 2004, CSI
merged with and into a wholly owned subsidiary of LCS. In
connection with this transaction, among other things, LCS changed
its name to "Conversion Services International, Inc."

The Company's latest financial statements filed with the
Securities and Exchange Commission showed that as of Sept. 30,
2009, CSI had total assets of $5,337,007 against total liabilities
of $6,607,259 and Series A convertible preferred stock of
$1,393,332, and a stockholders' deficit of $2,663,584.

The Company has incurred net losses for the nine months ended
Sept. 30, 2009, and the years ended Dec. 31, 2004 through
2008, negative cash flows from operating activities for the nine
months ended Sept. 30, 2009, and the years ended Dec. 31,
2004 through 2008, and had an accumulated deficit of $72.1 million
at Sept. 30, 2009.  The Company has relied upon cash from its
financing activities to fund its ongoing operations as it has not
been able to generate sufficient cash from its operating
activities in the past, and there is no assurance that it will be
able to do so in the future.  Due to this history of losses and
operating cash consumption, the Company cannot predict how long it
will continue to incur further losses or whether it will become
profitable again, or if the Company's business will improve.
These factors raise substantial doubt as to its ability to
continue as a going concern.


CORROZI-FOUNTAINVIEW: Counsel Withdraws, Cites Absence of Plan
--------------------------------------------------------------
The law firm of Cross & Simon, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to withdraw as
counsel to Corrozi-Fountainview, LLC.

Since the Petition Date, and despite the efforts of counsel, there
has been little progress towards an exit from Chapter 11, Joseph
Grey, Esq., at Cross & Simon, LLC, in Wilmington, Delaware,
related.

Mr. Grey noted that the Debtor has obtained orders authorizing the
sale of condominium units and the limited use of cash collateral,
and establishing a bar date for filing proofs of claim.  The
Debtor, however, has not obtained debtor-in-possession financing
and "it is basically no closer to a plan of reorganization or
liquidating than it was when the case was filed over eleven months
ago," he said.

The firm has had difficulty communicating with the Debtor and has
not been able to obtain the information and services the Debtor
needs to provide to the Court, the Office of the U.S. Trustee, and
to other parties-in-interest if the case is to move forward, Mr.
Grey told the Court.

As of March 4, 2011, the Debtor is late in filing its monthly
operating reports and Cross & Simon's first fee application, which
was approved by the Court on Sept. 17, 2010, remains unpaid,
according to Mr. Grey.  Absent debtor-in-possession financing, the
Debtor has no means to fund administrative expenses incurred in
this case, he pointed out.  He added that the firm has been unable
to remedy the situation notwithstanding repeated efforts spanning
months.

Cross & Simon is the only firm authorized to represent the Debtor
in this case.  In order to minimize the inconvenience and
uncertainty associated with Cross & Simon's withdrawal, the form
of the proposed motion contains provisions which, if approved by
the Court, would (i) require Cross & Simon to serve copies of the
order on the Debtor and parties entitled to notice under F.R.B.P.
Rule 2002, (ii) require the Debtor to obtain new counsel within 30
days after entry of the order, and (iii) allow Cross & Simon to
file its final fee application within 30 days after entry of the
order.

The hearing on this matter is set for March 22, 2011, at 2:30 p.m.

Wilmington, Delaware-based, Corrozi-Fountainview, LLC, owns a
single asset real estate.  The Company filed for Chapter 11
protection on March 31, 2010 (Bankr. D. Del. Case No. 10-
11090).  In its petition, the Debtor estimated total assets and
debts both ranging from $10,000,001 to $50,000,000.


COVANTA HOLDING: Moody's Says Dividend Won't Affect Credit Quality
------------------------------------------------------------------
Moody's Investors Service views Covanta Holding Corporation (Ba2
Corporate Family Rating; stable outlook) plans to initiate a
regular common dividend of $0.30 per share and to execute
additional share repurchases during 2011 as being neutral to the
company's credit quality.

"While the initiation of a common dividend will result in a more
permanent call on CVA's annual cash flow, the size of the dividend
(about $45 million annually) is expected to be modest relative to
annual operating cash flow and free cash flow over the next
several years", says A.J. Sabatelle of Moody's.  "Moreover,
Moody's believe that share repurchases will continue to be
opportunistically executed and evaluated against new project
development or acquisition opportunities", added Mr. Sabatelle.

CVA's ratings reflect the continued generation of relatively
consistent cash flow supported by a diversified, largely
contracted portfolio of energy-from-waste projects located
throughout the US.  For the past three years, Moody's calculates
that CVA's cash flow before working capital changes (cash flow)
averaged 15.5% of debt, retained cash flow averaged 15.2% of debt,
and free cash flow to debt averaged 10.8% of debt, while cash flow
coverage of interest expense averaged nearly 4.0 times.  Moody's
anticipates that financial metrics will remain fairly close to
historical results based upon the degree of contracted cash flow
that is expected to remain over the next several years.  CVA's
rating incorporates the continued strong operating performance of
the portfolio and the relatively high barriers to entry for most
competing technologies.  These strengths are mitigated by the
highly leveraged capital structure that remains in place as well
as the degree of structural subordination that exists at the CVA
level.  Moody's observes that approximately $800 million of
secured project level debt is senior to holding company debt at
Covanta Energy Company and at CVA.  Over the next several years,
this project debt is expected to amortize under the terms of the
project level financing documents.  CVA's ratings incorporate
Moody's view that such debt amortization will likely be replaced
by additional project or corporate level debt to finance new
development projects and/or acquisitions.

CVA's initiation of a dividend, while creating an expected call
on future annual cash flow, should represent not more than 20%
of free cash flow in each of the next several years, which
Moody's believe remains manageable for the company's ratings.
With respect to share repurchases, Moody's believes that CVA
will continue to opportunistically implement repurchases to the
extent that free cash flow cannot be deployed elsewhere in the
corporation for development initiatives or for acquisitions.
For example, the company has announced a $50 million share
repurchase program for 2011 and Moody's would expect additional
share repurchases to be announced once CVA completes the sale of
its Asian assets later this year.  Moody's ratings incorporate a
view that future share repurchases will be balanced against
potential opportunities for new project development or for
acquisitions.

Headquartered in Morristown, NJ, CVA is a developer, owner and
operator of infrastructure for energy-from-waste projects, as well
as other waste disposal and renewable energy production businesses
primarily in the US.  At Dec. 31, 2010, CVA had assets of nearly
$4.7 billion and revenues of nearly $1.6 billion.


CROWN FOREX: Court Orders Continuing Asset Freeze for Beckman
-------------------------------------------------------------
Bankruptcy Law360 reports that a Minnesota federal judge Friday
maintained an asset freeze and issued an injunction against
alleged currency fraudster Jason Bo-Alan Beckman, the latest in a
flurry of activity in widespread litigation over Crown Forex SA's
alleged $84 million fraud scheme.

Law360 relates that Judge Michael J. Davis of the U.S. District
Court for the District of Minnesota filed separate orders
continuing asset freezes for Mr. Beckman and his wife, relief
defendant Hollie Beckman.

Crown Forex SA -- http://www.crownforex.com/-- was a Bassecourt,
Switzerland-based company that offered trading on 13 currency
pairs + gold and silver.

Swiss markets regulator FINMA took over the Company on Dec. 9,
2008, and entered a ruling to liquidate the Company on Feb. 23,
2009, following a money laundering investigation.  The regulator
declared the Company bankrupt on May 29, 2009.

A U.S. Commodity Futures Trading Commission civil suit has been
filed against Crown Forex.  The suit accuses the principals and
subsidiaries of Crown Forex of perpetrating an US$84 million
foreign exchange scheme.


CUMULUS MEDIA: Reports $29.40 Million Net Income in 2010
--------------------------------------------------------
Cumulus Media Inc. filed its annual report on Form 10-K with the
U.S. Securities and Exchange Commission reporting net income of
$29.40 million on $263.33 million of net revenue for the year
ended Dec. 31, 2010, compared with a net loss of $126.70 million
on $256.05 million of net revenue during the prior year.

The Company also reported net income of $7.51 million on
$69.78 million of net revenue for the three months ended Dec. 31,
2010, compared with net income of $6.51 million on $69.60 million
of net revenue for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$319.63 million in total assets, $660.94 million in total
liabilities and a $341.31 million stockholders' deficit.

Lew Dickey, Chairman & CEO stated, "The previously announced
transactions to acquire Citadel Media, as well our affiliate
Cumulus Media Partners, will uniquely position us to aggressively
compete in the nascent recovery in the local ad markets.  This
recovery is beginning to take root as evidenced by our Q4 results
which demonstrate strong cash revenue and Adjusted EBITDA growth.
Our Q4 performance capped a year of exceptional growth in our
Adjusted EBITDA and free cash flow, which enabled us to materially
de-lever our balance sheet.  We plan to continue de-leveraging
both CMI and CMP as we anticipate closing the Citadel transaction
later this year with the attendant global refinancing into one
balance sheet."

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?7529

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

Cumulus Media carries a 'Caa1' corporate family rating, and 'Caa2'
probability-of-default rating, with 'stable' outlook, from Moody's
Investors Service.  It has 'B-' issuer credit ratings, with
'stable' outlook, from Standard & Poor's.

In February 2011, Standard & Poor's revised its rating outlook on
Cumulus Media Inc. to positive from stable.  "The positive outlook
revision reflects the asset and cash flow diversification benefits
that Cumulus will gain in acquiring Cumulus Media Partners LLC,"
said Standard & Poor's credit analyst Andy Liu.

Moody's on Jan. 31, 2011, said that there is no operational nor
immediate credit impact upon closing of Cumulus Media Inc.'s
acquisition of Cumulus Media Partners.  Cumulus has operated CMP's
radio stations since it was formed in 2006 so there are no
meaningful changes to operations.


DBSD N.A.: Dish Network Wins Approval of $1.4B Takeover Bid
-----------------------------------------------------------
Bankruptcy Law360 reports that Dish Network Corp. won court
approval Tuesday of its proposed $1.4 billion takeover of DBSD
North America Inc.

Dish Network said in a regulatory filing that on March 15, 2011,
it entered into an amendment to their Amended and Restated
Investment Agreement, dated as of Feb. 24, 2011, with DBSD North
America, Inc., pursuant to which they had originally committed to
acquire 100% of the equity of reorganized DBSD North America upon
DBSD's emergence from bankruptcy.

Pursuant to the Investment Agreement as revised by the Amendment,
Dish Network and Dish DBS Corporation will acquire 100% of the
equity of reorganized DBSD North America for an amount up to
approximately $1.4 billion.  They intend to make a cash tender
offer to purchase certain claims against DBSD North America and
its affiliates, upon the terms and conditions set forth in the
Revised Investment Agreement.  This amount will be paid after the
tender offer is completed in accordance with its terms.  The
completion of the tender offer is not conditioned upon receipt of
approval from the Federal Communications Commission.

Under the Revised Investment Agreement, DISH Network and DISH DBS
remain committed to provide a Credit Facility to provide DBSD
North America and its affiliates with a non-revolving, multiple
draw term loan in the aggregate principal amount of $87.5 million,
with drawings subject to the terms and conditions set forth in the
Credit Facility.  The Credit Facility remains subject to approval
by the Bankruptcy Court.

Under the Revised Investment Agreement, DISH Network and DISH DBS
also remain committed to support DBSD North America's plan of
reorganization under which we will acquire 100% of the equity of
reorganized DBSD North America upon DBSD North America's emergence
from bankruptcy.   Under the Revised Investment Agreement, as
amended:

    i) all claims under those 7.5% Convertible Senior Secured
       Notes due 2009, issued under that certain indenture dated
       August 15, 2005, as supplemented and amended, among DBSD
       North America, the guarantors named therein, and The Bank
       of New York Mellon (f/k/a The Bank of New York), as
       trustee, will be paid in full;

   ii) all of DBSD North America's obligations under the Credit
       Facility will be paid in full;

  iii) the holders of allowed general unsecured claims of DBSD
       North America will be paid in full;

   iv) the holders of allowed administrative claims will be paid
       in full; and

    v) the holders of capital stock of DBSD North America,
       including ICO Global Communications (Holdings) Limited,
       will be paid an aggregate of $290 million.

DISH Network and DISH DBSD's ultimate acquisition of 100% of the
equity of reorganized DBSD North America is subject to the
satisfaction of certain conditions, including approval by the FCC
and DBSD North America's emergence from bankruptcy.

Also on March 15, 2011, DISH Network and DISH DBS entered into a
Restructuring Support Agreement with ICO pursuant to which ICO has
agreed to support the plan of reorganization for DBSD North
America contemplated by the Revised Investment Agreement.  They
also entered into an Implementation Agreement with ICO pursuant to
which we will acquire from ICO certain claims and rights with
respect to DBSD's G1 satellite.  ICO has also agreed, subject to
certain conditions, to grant us the right to acquire, subject to
the satisfaction of certain conditions, including, among others,
receipt of required regulatory approvals, certain assets and its
equity interests in DBSD North America.  ICO has also agreed to
enter into ancillary agreements relating to transitional services,
certain intellectual property rights and spectrum coordination and
tax matters, in each case effective upon consummation of our plan
of reorganization.

DISH and DISH DBS have agreed to pay ICO an aggregate of
approximately $325 million which will be creditable against any
amounts payable to ICO or any successor under our plan of
reorganization.  They have also agreed to indemnify ICO against
certain liabilities in connection with certain pending litigation
related to DBSD North America.   Their obligations under the
Implementation Agreement are subject to, among other things, the
satisfaction of the condition that the Bankruptcy Court approve
the Revised Investment Agreement.  If the Bankruptcy Court does
not approve the Revised Investment Agreement, either party may
terminate the Implementation Agreement, in which case either party
will be entitled to terminate the Restructuring Support Agreement.

                      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.


DBSD N.A: ICO & DISH Enter Restructuring Support Agreements
-----------------------------------------------------------
ICO Global Communications (Holdings) Limited has entered into a
Restructuring Support Agreement and Implementation Agreement with
DISH Network Corporation.  Pursuant to these agreements, ICO has
agreed to support a proposed amended Investment Agreement between
DISH and ICO"s subsidiary, DBSD North America, Inc., has granted
to DISH options to acquire certain ICO assets, and has agreed to
grant to DBSD certain spectrum priority rights.  These agreements
do not diminish or otherwise alter ICO"s obligations to Jay &
Jayendra (Pty) Ltd, nor do they affect in any manner ICO"s ongoing
litigation with The Boeing Company and its subsidiary, Boeing
Satellite Services, Inc.  ICO retains all rights to such
litigation.

As contemplated by these agreements, DISH will, later today, seek
approval of the amended Investment Agreement by the United States
Bankruptcy Court for the Southern District of New York.  Under the
terms of the amended Investment Agreement and related plan of
reorganization, DISH will offer to purchase all of the outstanding
secured debt in DBSD and will agree to pay all outstanding
unsecured creditor claims in full.

As consideration for ICO's commitments under these agreements,
DISH will pay ICO approximately $324.5 million, with $35 million
paid within five days after Bankruptcy Court approval of the
amended Investment Agreement, and all but $10 million of the
remainder paid approximately thirty days after such approval.

If the Bankruptcy Court approves the amended Investment Agreement
between DBSD and DISH, ICO will enter into a tax matters agreement
with DISH that defines various tax-related obligations and
commitments.  The tax matters agreement will not have any
significant impact on ICO"s existing or future net operating
losses.  In addition, if DBSD emerges from bankruptcy pursuant to
the terms of the related plan of reorganization, ICO will
facilitate DBSD"s transition from bankruptcy by entering into a
license and radio spectrum coordination agreement with DBSD and a
transition services agreement with DBSD.

                    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.


DUCK HOUSE: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Duck House, Inc. filed with the U.S. Bankruptcy Court for the
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $1,939,052
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,500,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $103,068
                                 -----------      -----------
        TOTAL                     $1,930,052      $11,603,068

Monclair, California-based Duck House, Inc., a California
Corporation, supplies sports licensing products.  It filed for
Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 11-
13072) on Jan. 31, 2011.  James C. Bastian, Jr., Esq., at
Shulman Hodges & Bastian LLP, serves as the Debtor's bankruptcy
counsel.

Affiliate Trade Union International Inc., a California
corporation, filed a separate Chapter 11 petition on Jan. 31,
2011 (Bankr. C.D. Calif. Case No. 11-13071).


DYNAVAX TECHNOLOGIES: Federated Investors Has 20.67% Stake
----------------------------------------------------------
Federated Investors, Inc., filed amendment no. 8 to its Schedule
13G to disclose that it beneficially owns 24,595,668 shares of
common stock of Dynavax Technologies Corporation as of Dec. 31,
2010.  The shares represent 20.67% of the total shares
outstanding.

                    About Dynavax Technologies

Berkeley, Calif.-based Dynavax Technologies Corporation (NASDAQ:
DVAX) -- http://www.dynavax.com/-- is a clinical-stage
biopharmaceutical company.  The Company discovers and develops
novel products to prevent and treat infectious diseases.  The
Company's lead product candidate is HEPLISAV, an investigational
adult hepatitis B vaccine designed to enhance protection more
rapidly and with fewer doses than current licensed vaccines.

As of Sept. 30, 2010, the Company had $61,790,000 in total assets;
$21,026,000 total current liabilities, $6,012,000 deferred
revenue, $10,540,000 long-term note payable to holdings, $944,000
long-term contingent liability to holdings, and $60,000 other
long-term liabilities, and $23,208,000 in stockholders' equity.

As reported in the Troubled Company Reporter on March 18, 2010,
Ernst & Young LLP, in San Francisco, Calif., 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 operating losses
and negative cash flows from operations since its inception.


EAST BAY: Wants Case Dismissal Order Vacated
--------------------------------------------
East Bay Associates, LLC asks Hon. Roger Efremsky of the U.S.
Bankruptcy Court for the Northern District of California, Oakland
Division, for an order (i) vacating the Court's Feb. 22, 2011
ruling ordering the case dismissed and (ii) restoring the case to
the status conference calendar.

Ruth Elin Auerbach, Esq., at the Law Office of Ruth Auerbach, in
San Francisco, California, related that counsel's failure to
attend the Feb. 22, 2011 status conference was "due to
technological problems and not to any intentional failure to
appear. . ."

Ms. Auerbach noted that before the status conference, in
connection with the Motion by Coast Capital for Relief from Stay,
the Debtor had agreed to file a plan by March 15, 2011.  The
Debtor has been diligently working on its plan and on finalizing
financing for the Debtor's project, which will allow for all
creditors to be paid in full, she informed the Court.

The Debtor has made offers of settlement to the two creditors with
security interests in its real property and is waiting for the
creditors' response.  The Debtor has also identified several
entities that have expressed concrete interest and ability to
assist the Debtor with funding.  According to Ms. Auerbach, the
Debtor is evaluating the proposals to determine which one would be
in the best interests of the Debtor, its creditors, and the
estate.

The Debtor fully anticipates having funding confirmed before any
hearing on approval of its disclosure statement, Ms. Auerbach
said.

Should the case be dismissed, the secured creditors will foreclose
on the Debtor's property and there will be nothing available to
pay unsecured creditors, Ms. Auerbach told the Court.

                     About East Bay Associates

Martinez, California-based East Bay Associates, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 10-
70345) on Sept. 9, 2010.  Benjamin W. Tipton, III, Esq., at the
Law Offices of Platt And Platt, represents the Debtor in its
restructuring effort.  The Debtor disclosed $28,779,626 in assets
and $5,706,481 in liabilities as of the Chapter 11 filing.


EMISPHERE TECHNOLOGIES: Bai Ye Feng Discloses 9.39% Stake
---------------------------------------------------------
Bai Ye Feng said in a Schedule 13G/A filing that it beneficially
owns 5,014,665 shares of common stock, par value $0.01 per share,
of Emisphere Technologies Inc.  The shares represent 9.39% of the
total shares outstanding, based on 51,889,102 shares outstanding
as of Nov. 1, 2010.

                   About Emisphere Technologies

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

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

The Company's balance sheet at Sept. 30, 2010, showed
$5.34 million in total assets, $66.23 million in total
liabilities, and a stockholder's deficit of $60.88 million.
As of Sept. 30, 2010, the Company's accumulated deficit has
reached $459.2 million.

In its March 25, 2010 audit report on the Company's financial
statements for the year ended Dec. 31, 2009, McGladrey &
Pullen, LLP, in New York, said there is substantial doubt about
the Company's ability to continue as a going concern.  The audit
reports prepared by the Company's independent registered public
accounting firms relating to its financial statements for the
years ended Dec. 31, 2007 and 2008, also included an
explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern.


EMMIS COMMUNICATIONS: Alden Global Discloses 8.47% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Alden Global Capital Limited and its
affiliates disclosed that they beneficially own 2,837,078 shares
of common stock of Emmis Communications Inc.  The shares held by
Alden represent 8.47% of the shares outstanding, based upon (i)
33,510,830 shares of Class A Common Stock of the Company
outstanding as of Jan. 6, 2011, as disclosed in the Company's
Quarterly Report filed on Form 10-Q, for the quarterly period
ended Nov. 30, 2010, filed on Jan. 11, 2011 and (ii) 2,837,078.28
shares of Class A Common Stock that would be issued upon
conversion of the 1,162,737 shares of 6.25% Series A Preferred
Stock, $0.01 par value, of the Company held by the Alden Global,
et al.

A copy of the filing is available for free at:

                http://ResearchArchives.com/t/s?7534

                            About Emmis

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

As of Nov. 30, 2010, the Company's balance sheet showed
$499.9 million in total assets, $487.4 million in total
liabilities, $140.5 million in Series A cumulative convertible
preferred stock, a $177.8 million shareholders' deficit, and non-
controlling interests of $49.4 million.

                           *     *     *

In November 2010, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating and 'Caa3' Probability of Default rating
for Emmis Communications Corporation, as well as its SGL-4
speculative grade liquidity rating.  Operating performance
improved with the economic recovery, but absent debt reduction
with proceeds from an asset sale or equity infusion Emmis will
likely breach its leverage covenant when the covenant suspension
period ends for the quarter ending November 30, 2011, in Moody's
opinion.

Emmis' CFR and PDR incorporate expectations for a covenant breach
in November 2011.  Moody's considers the Company's capital
structure unsustainable, and its operations in the cyclical
advertising business magnify this challenge.  Furthermore, Emmis
relies on two markets, Los Angeles and New York, for approximately
50% of its revenue, although its ownership of stations in top
markets including Chicago as well as NY and LA, support the
rating.

The negative outlook incorporates Moody's expectations that Emmis
will not comply with its maximum leverage covenant when effective
for the quarter ending November 30, 2011.


ENERGY FUTURE: To Offer 72-Mil. Common Shares to Key Employees
--------------------------------------------------------------
In a Form S-8 filing with the U.S. Securities and Exchange
Commission, Energy Future Holdings Corp. registered 72 million
shares of common stock under the 2007 Stock Incentive Plan for Key
Employees of Energy Future Holdings Corp. and its Affiliates.
A copy of the prospectus is available for free at:

                http://ResearchArchives.com/t/s?7525

                        About Energy Future

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

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

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

                          *     *     *

In October 2010, Moody's Investors Service downgraded the
Corporate Family Rating for Energy Future's to Caa2 from Caa1;
downgraded EFH's Probability of Default Rating to Caa3 from Caa2
and affirmed the SGL-4 Speculative Grade Liquidity assessment.
EFH's rating outlook remains negative.  "The downgrade is
triggered by the persistent environment of low natural gas and
power commodity prices and low average heat rates, which
collectively drag down EFH's current and expected cash flow
generation.   There is little evidence indicating a significant
improvement to natural gas commodity prices, and as a result, EFH
is likely to remain in financial distress," Moody's said.

Energy Future carries a 'CCC' issuer default rating from Fitch
Ratings.

                          Default Notice

Hedge fund Aurelius Capital Management LP has sent a notice that
the Company is in default on a $23.9 billion loan that financed
its record buyout by KKR & Co. and TPG Capital.  The hedge fund,
led by Mark Brodksy, said in a letter to Citigroup Inc.,
administrator of the buyout loans, that payments to the Dallas-
based company by one of its units aren't in compliance with the
credit agreement.  Energy Future has said that the allegations in
Aurelius' letter are without merit.


ERVING INDUSTRIES: PBGC to Cover Pensions of 900 Workers
-------------------------------------------------------
The Pension Benefit Guaranty Corporation will pay the pensions of
almost 900 workers and retirees of Erving Industries, Inc., a
manufacturer of tissue paper based in Erving, Mass.

PBGC, which safeguards the pensions of 44 million Americans,
stepped in because the company could not emerge from bankruptcy
without terminating its three pension plans.

"PBGC is America's retirement safety net," said Director Josh
Gotbaum. "When companies fail, we keep their pensions going."

Erving Industries retirees will continue to receive their monthly
benefit without interruption, and other workers will receive their
pensions when they are eligible to retire.  Within the next
several weeks, PBGC will send notification letters to all
participants in the Erving Industries pension plans.

In general, PBGC will pay the benefit that a retiree would earn if
they retired at age 65.  However, there is a legal maximum,
$54,000 per year for a 65-year-old, and lower for people who
retire before age 65 or choose survivor benefits.  In addition,
certain early-retirement payments and recent benefit increases are
generally not covered.

"Erving Paper Industries employs 125 people and is an important
part of the region's economy," said Congressman John W. Olver (D-
Mass.1).  "Over the past few years, the harsh economic climate
revealed that certain pensions of past and current employees of
Erving Paper were in jeopardy.  The Pension Benefit Guaranty Corp.
has taken responsibility for three underfunded pension plans
covering a total of 877 current or former Erving employees. I am
pleased that, thanks to the PBGC, both former and current
employees can now retire with peace of mind."

In the Massachusetts 1st congressional district, the PBGC paid
over $4 million in pension benefits to about 1,200 residents last
year. The agency also expects to send checks to about 700 other
district residents upon retirement age.

In total, PBGC contributed more than $92 million to the
Massachusetts economy through benefit payments to more than 15,000
residents during 2010.

Further information is available at the PBGC Web site,
www.pbgc.gov, or by calling toll-free 1-800-400-7242.  TTY/TDD
users should call the federal relay service toll-free at 1-800-
877-8339 and ask for 800-400-7242.

Erving Industries retirees who get their pensions from the PBGC
may be eligible for the federal Health Coverage Tax Credit. The
PBGC Web site provides details at
http://www.pbgc.gov/wr/benefits/hctc/hctc-faqs.html.

PBGC, which receives no taxpayer funds, is taking over the pension
plans' assets and will use insurance premiums to pay covered
benefits.  Together, the pension plans have $16.8 million to cover
$32.9 million in benefit promises, according to PBGC estimates.
The agency expects to pay $14.7 million of the $16.1 million
shortfall.

PBGC's action will not have a significant impact on the agency's
financial statements.  PBGC included an estimate of the Erving
Industries benefit payments in its fiscal year 2010 financial
statements, in keeping with generally accepted accounting
principles.

                    About Erving Industries

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.


ESTERLINETECHNOLOGIES CORP: S&P Lifts Corp. Credit Rating to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
corporate credit rating on EsterlineTechnologies Corp. to 'BB+'
from 'BB'.  The ratings on the company's unsecured debt remain the
same at 'BB', however, S&P has revised the recovery rating to '5'
from '4', indicating S&P's expectations of a modest (10%-30%)
recovery in a payment default scenario.  The outlook is stable.

"The upgrade reflects improving credit protection measures
resulting from higher revenues, earnings, and cash flow," said
Standard & Poor's credit analyst Christopher DeNicolo.  "These
improvements were driven by a strengthening commercial aerospace
market, as well as acquisitions.  The upgrade also reflects S&P's
belief that, although the company will remain acquisitive, it's
unlikely to use significant debt to finance future purchases."

The ratings on Bellevue, Wash.-based Esterline Technologies
reflect the company's exposure to the competitive and cyclical
commercial aerospace market, its active acquisition program, and
modest size compared with some competitors.  Its fairly
diversified revenue base and moderate debt leverage partly offset
these risk factors.  S&P assess the company's business risk
profile as fair and its financial risk profile as significant.

The outlook is stable.  A fairly diversified revenue base and
contributions from acquisitions and new programs should help the
company maintain credit metrics in line with S&P's expectations
for the ratings, despite the likelihood of continued acquisitions
and cyclical demand pressures.  "Although S&P considers it
unlikely," Mr. DeNicolo continued, "S&P could lower the ratings if
leverage rises materially (debt to EBITDA above 4x) to fund
acquisitions and does not decline in a timely manner.  Given the
recent upgrade, S&P is unlikely to raise the ratings over the
coming year, given Esterline's acquisition strategy, but it could
happen if management adopted a financial policy that resulted in
debt to EBITDA staying at or below 2x."


EVERGREEN ENERGY: Recurring Losses Cue Going Concern Doubt
----------------------------------------------------------
Evergreen Energy, Inc., filed on March 14, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

Hein & Associates LLP, in Denver, Colo., expressed substantial
doubt about Evergreen Energy's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has had recurring
cash used in operations.

The Company said it continues to require additional capital to
fully fund the development of its K-Fuel process and its GreenCert
technology.  Further, as opportunities arise to accelerate the
expansion of the Company's K-Fuel technology or the Company's
anticipated operating cash outflows are greater than expected due
to among other things, unexpected costs in the development of the
Company's K-Fuel process, the Company may need to obtain further
funding.  The Company has a history of losses, deficits and
negative operating cash flows and may continue to incur losses in
the future.  The Company continues to evaluate its cash position
and cash utilization and have and will make additional adjustments
to capital or certain operating expenditures.  However, because of
the need for additional capital, there is substantial doubt as to
the Company's ability to continue to operate as a going concern
for the foreseeable future.

The Company reported a net loss of $21.0 million on $403,000 of
operating revenue for 2010, compared with a net loss of
$58.5 million on $423,000 of operating revenue for 2009.

The Company's balance sheet showed $29.6 million in total assets,
$43.1 million in total liabilities, and a stockholders' deficit of
$13.5 million.

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

               http://researcharchives.com/t/s?7535

Denver, Colo.-based Evergreen Energy Inc. (NYSE Arca: EEE)
-- http://www.evgenergy.com/-- has developed two proven,
proprietary, patented, and transformative green technologies:
K-Fuel(R) and the GreenCert(TM) suite of software and services.
K-Fuel technology significantly improves the performance of
low-rank coals, yielding higher efficiency and lowering emissions.
GreenCert, which is owned exclusively by Evergreen, is a
science-based, scalable family of environmental intelligence
solutions that quantify process efficiency and greenhouse gas
emissions from energy and industrial sources.


EVERGREEN ENERGY: Adds Peter Moss to Board of Directors
-------------------------------------------------------
Evergreen Energy Inc. named Peter B. Moss, Jr., 53, to its Board
of Directors effective March 10, 2011, bringing the current
director count to eight.

Ilyas Khan, Executive Chairman of Evergreen Energy, stated: "I am
pleased to welcome Peter to Evergreen's Board of Directors.  His
extensive experience with the financial markets will diversify our
Board as we focus on making progress toward achieving our growth
objectives."

Currently, Mr. Moss serves as Vice President, Corporate
Development/Investor Relations for Max Petroleum PLC, an AIM-
listed, Kazakhstan-focused oil and gas exploration and development
company, for which he formed an investor group that was
instrumental in the company's IPO in October 2005.  In addition,
Mr. Moss serves as a non-executive director of Revelation Capital
Management (formerly Osmium Capital Management), a Bermuda-based
hedge fund, and of Crosby Asset Management Ltd., an AIM-listed
merchant bank and asset manager, where he also serves as head of
its Compensation and Nomination Committees, and as a member of its
Audit Committee.  Mr. Moss has also served on the boards of and
acted as an advisor to a number of Crosby's portfolio companies,
including Diamond Time, Inc., a NY copyright clearance agency and
Music Copyright Solutions, an AIM-listed, UK-based music company.

Previously, Mr. Moss held senior positions in hedge fund equity
and derivative sales at Christopher Street Capital, a subsidiary
of NASDAQ-listed GFI Group, Inc., Dresdner Kleinwort Wasserstein,
Donaldson Lufkin Jenrette and Commerzbank Global Equities.

Mr. Moss attended Tulane University, located in New Orleans, LA,
and is a graduate of Deerfield Academy in Deerfield,
Massachusetts.

                      About Evergreen Energy

Evergreen Energy Inc. has developed two, proprietary, patented,
and green technologies: the GreenCert(TM) suite of software and
services and K-Fuel(R).  GreenCert, which is owned exclusively by
Evergreen, is a science-based, scalable family of environmental
intelligence solutions that quantify process efficiency and
greenhouse gas emissions from energy, industrial and agricultural
sources and may be used to create verifiable emission reduction
credits.  K-Fuel technology significantly improves the performance
of low-rank coals, yielding higher efficiency and lowering
emissions.

The Company reported a net loss of $21.02 million on 403,000 of
total operating revenue for the year ended Dec. 31, 2010, compared
with a net loss of $58.53 million on $423,000 of total operating
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $29.56 million
in total assets, $43.05 million in total liabilities, $3,000 in
temporary capital, and $13.49 million in total stockholders'
deficit.

In its auditors' report attached to the Company's 2010 financial
statements, Hein & Associates LLP, in Denver, Colorado said, "The
Company has suffered recurring losses from operations and has had
recurring cash used in operations.  This raises substantial doubt
about the Company's ability to continue as a going concern."


EXIDE TECHNOLOGIES: Objects to Fla. Revenue Agency, Trenton Claim
-----------------------------------------------------------------
Exide Technologies asks the bankruptcy court to disallow and
expunge Claim No. 5573 filed by the city government of Trenton,
New Jersey, and to reclassify and allow Claim No. 4708 filed by
the Florida Department of Revenue.

The city government filed Claim No. 5573 in connection with the
remediation of contaminant-related damage of former industrial
properties in Trenton.  Meanwhile, the Florida Revenue Department
filed its claim on account of sales and use taxes for the period
February 1997 to February 2002.

Exide argues that it is not liable for Claim No. 5573 and that
the city government did not provide sufficient documentation to
support its claim.

With respect to Claim No. 4708, the company says a portion of
that claim is not entitled to priority status because it falls
outside the three-year limitation provided in Section 507(a)(8)
of the Bankruptcy Code.  The portion, Exide says, constitutes a
general unsecured, non-priority Class P4-A claim under the terms
of the company's restructuring plan.

Exide requests that Claim No. 4708 be reclassified, in part, and
allowed as a priority tax claim for $570,255, and a general
unsecured, non-priority Class P4-A claim for $140,168.

In a court filing, Frederick Rudzik, Esq., assistant general
counsel for the state of Florida, has denied Exide's assertion
that the Florida Revenue Department's claim is governed by the
three-year limitation, pointing out that it is "without temporal
limitation" pursuant to Section 507(a)(8)(C).

The Court will hold a hearing on March 24, 2011, to consider
approval of Exide's requests.  The deadline for filing objections
is March 8, 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: EnerSys Wants Records in Dismissal Plea
-----------------------------------------------------------
EnerSys Delaware Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to consider the entire record in the
rejection litigation without converting its motion to dismiss
Exide Technologies' complaint into a summary judgment motion.

EnerSys earlier sought for the dismissal of the complaint,
arguing that its rights under a trademark agreement with Exide
cannot give rise to dischargeable claims.

Exide filed the complaint on August 20, 2010, to seek declaratory
judgment that the rights of EnerSys under the trademark agreement
constitute a claim that was discharged by confirmation of the
company's Joint Plan of Reorganization.  The move came after the
U.S. Court of Appeals for the Third Circuit issued a ruling in
the rejection litigation that the trademark agreement was not an
executory contract because EnerSys performed its obligations
under that agreement prior to Exide's bankruptcy filing.

In a letter brief to the Bankruptcy Court, EnerSys says the
Bankruptcy Court may consider the records in ruling on its motion
to dismiss because they are integral to the complaint and is
"explicitly relied upon" in the complaint.

"Indeed, in opposing the motion, Exide argued affirmatively in
its papers and at oral argument that it could not have filed the
complaint until the Third Circuit issued its ruling in the
rejection litigation," says EnerSys' lawyer, Joseph Huston Jr.,
Esq., at Stevens & Lee P.C., in Wilmington, Delaware.

With respect to the issue of whether or not the Bankruptcy Court
must accept as true all "well-pleaded" allegations in Exide's
complaint even when they are contradicted by the records in the
rejection litigation, Mr. Huston says the Bankruptcy Court may
accept as true all "well-pleaded, non-conclusory allegations" of
fact in the complaint in ruling on a motion to dismiss but it
need not accept as true Exide's "conclusory factual allegations
or legal conclusions."

Mr. Huston further says in the letter brief that to the extent
the Bankruptcy Court considers certain allegations in the
complaint to be non-conclusory and factual in nature but
contradicted by the records in the rejection litigation, the
records control.

In a letter brief to the Bankruptcy Court, Exide says EnerSys'
position that the Bankruptcy Court can consider the entire
records without converting its motion to dismiss to a summary
judgment motion is incorrect.

"While generally a trial court has discretion to address evidence
outside a complaint when addressing a motion to dismiss under
Rule 12(b)(6), there are restrictions on both the type of
evidence that can be considered and the purpose for which it is
considered," says Exide's lawyer, John Sieger, Esq., at Katten
Muchin Rosenman LLP, in Chicago, Illinois.

"While the [Bankruptcy] Court may take judicial notice of prior
proceedings, it can do so only to notice the existence of the
proceedings, not to accept the truth of facts averred in those
proceedings," Mr. Sieger points out.

Mr. Sieger further says that the motion to dismiss must be
converted to a summary judgment motion if the Court grants
EnerSys' request to review the records in the rejection
litigation to resolve factual questions rather than for the
purpose of taking judicial notice as to the existence of certain
matters in the record.

EnerSys and Exide filed the letter briefs pursuant to the
Bankruptcy Court's request at the February 11, 2011 oral argument
on the motion to dismiss the complaint.

In a related development, the U.S. Supreme Court has denied a
petition for certiorari, which Exide filed in connection with the
Third Circuit's ruling.

                      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: Files Post-Confirmation Report for Q3
---------------------------------------------------------

                       Exide Technologies
           Post-Confirmation Quarterly Summary Report
                    Condensed Balance Sheets
                    As of Sept. 30, 2010
                         (in thousands)

Assets
Current Assets:
Cash                                                     $17,703
Accounts receivables, net                                121,343
Intercompany receivables                                  13,620
Inventories                                              174,331
Prepaid expenses & other                                  59,712
                                                  --------------
Total current assets                                     386,709
                                                  --------------
Property, plant and equipment, net                        257,700
                                                  --------------
Other Assets:
Other intangibles, net                                    52,934
Investment in affiliates                                   1,375
Intercompany notes receivables                           164,656
Deferred financing costs and other                        62,589
                                                  --------------
TOTAL ASSETS                                             $925,964
                                                  ==============

Liabilities and Stockholders' Equity

Current Liabilities
Current maturities of long-term debt                      $1,520
Accounts payable                                          96,795
Accrued expenses                                          55,069
Accrued interest                                           3,643
Restructuring reserve                                        200
Liability for warrants                                       168
Warranty liability                                        11,114
                                                  --------------
Total current liabilities                                168,509

Long-term debt                                            472,065
Noncurrent retirement obligations                          72,157
Other noncurrent liabilities                               61,120
                                                  --------------
Total liabilities                                         773,852

Total stockholder's equity                                152,111
                                                  --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $925,964
                                                  ==============

                       Exide Technologies
           Post Confirmation Quarterly Summary Report
                     Schedule of Cash Flows
                Quarter Ended Sept. 30, 2010
                         (in thousands)

Beginning Balance                                         $32,703

Cash Receipts:
Collection of accounts receivable                        479,195
Proceeds from equity issuance                                  -
Proceeds from sale of Debtor's assets                          -
All other cash receipts                                       90
                                                  --------------
Total Cash Receipts                                      479,285
                                                  --------------

Cash Disbursements:
Disbursements made under the Plan, excluding
payments to bankruptcy professionals                          -
Disbursements made to bankruptcy professionals               154
Repayment of Term Loans                                    3,133
All other disbursements made
in the ordinary course                                  490,998
                                                  --------------
Total Cash Disbursements                                  494,285
                                                  --------------
Ending Cash Balance                                       $17,703
                                                  ==============

                      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.


FAIR FINANCE: SEC Charges 3 Execs Over $230MM Investment Scheme
---------------------------------------------------------------
The Securities and Exchange Commission on Wednesday charged three
senior executives at Akron, Ohio-based Fair Finance Company with
orchestrating a $230 million fraudulent scheme involving at least
5,200 investors - many of them elderly.

The SEC alleges that after purchasing Fair Finance Company, chief
executive officer Timothy S. Durham, chairman James F. Cochran,
and chief financial officer Rick D. Snow deceived investors while
selling them interest-bearing certificates. Fair Finance had
previously operated for decades as a privately-held consumer
finance company. But under the guise of loans, Durham and Cochran
schemed to divert investor proceeds to themselves and others as
well as struggling and unprofitable entities that they controlled.
Durham and Cochran further misused investor funds to buy classic
cars and other luxury items to enhance their own lavish
lifestyles.

In a parallel criminal proceeding, the U.S. Department of Justice
on Wednesday unsealed criminal charges against Durham, Cochran and
Snow for the same alleged misconduct.

"These executives looted Fair Finance and exploited unsuspecting
investors who trusted the company to prudently invest their funds
as it had done for decades," said Robert Khuzami, Director of the
SEC's Division of Enforcement. "To add insult to injury, they
squandered the stolen funds on such extravagances as multiple
homes, a private jet, a yacht and more than 40 classic and exotic
cars."

According to the SEC's complaint filed in U.S. District Court for
the Southern District of Indiana, Fair Finance historically raised
funds by selling interest-bearing certificates to investors and
using the proceeds to purchase and service discounted consumer
finance contracts. Following the 2002 purchase, Durham and Cochran
funneled millions of dollars to themselves and their related
companies. By November 2009, Durham, Cochran and their related
businesses owed Fair Finance more than $200 million, which
accounted for approximately 90 percent of Fair Finance's total
loan portfolio.

The SEC alleges that Durham and Cochran knew that neither they nor
their related companies had the earnings, collateral or other
resources to ensure repayment on the purported loans. As CFO, Snow
knew or was reckless in not knowing that neither Durham and
Cochran nor their entities could repay the funds they took from
Fair Finance. Nonetheless, they continued to raise hundreds of
millions of dollars from investors by using false and misleading
financial statements and other information contained in the
offering circulars to deceive investors about Fair Finance's true
financial condition. Ultimately, Durham, Cochran and their related
companies never repaid these loans, and they used new investor
proceeds to repay earlier investors in the nature of a Ponzi
scheme.

Durham and Cochran also distributed large amounts of money to
family members and friends, and misused investor funds to afford
mortgages for multiple homes, a $3 million private jet, a $6
million yacht, and classic and exotic cars worth more than $7
million. They also diverted investor money to cover hundreds of
thousands of dollars in gambling and travel expenses, credit card
bills, and country club dues, and to pay for elaborate parties and
other forms of entertainment.

According to the SEC's complaint, Durham has residences in Los
Angeles and Fortville, Ind.; Cochran resides in McCordsville,
Ind.; and Snow lives in Fishers, Ind. Durham currently is the CEO
at National Lampoon, and Snow currently is the CFO.

The SEC's complaint charges Durham, Cochran and Snow with
violating Section 17(a) of the Securities Act of 1933, Section
10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
thereunder. The complaint seeks permanent injunctions,
disgorgement of ill-gotten gains plus prejudgment interest,
penalties and officer and director bars against each of the
defendants.

The SEC's investigation was conducted by Philadelphia Regional
Office enforcement staff Kelly L. Gibson, Brendan P. McGlynn, John
J. Heffernan, Daniel L. Koster and Paul Rihn. The SEC's litigation
will be led by Scott A. Thompson and G. Jeffrey Boujoukos.

The SEC acknowledges and appreciates the assistance of the U.S.
Attorney's Office for the Southern District of Indiana, the U.S.
Department of Justice, Fraud Section, the Federal Bureau of
Investigation and the Ohio Division of Securities.

                       About Fair Finance

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

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

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


FAIRFAX FINANCIAL: Moody's Upgrades Senior Debt Rating From 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has upgraded the senior unsecured debt
rating of Fairfax Financial Holdings Limited to Baa3 from Ba1.
Moody's also upgraded the preferred stock rating of Fairfax to Ba2
(hyb) from Ba3 (hyb) and the trust preferred stock rating of
Fairfax's affiliate, TIG Capital Trust, to Ba2 (hyb) from Ba3
(hyb).  These actions conclude a review for possible upgrade that
was initiated on December 13, 2010.  The outlook for the ratings
is stable.

                        Rating Rationale

"The upgrade of Fairfax's ratings reflects a continuation of
favorable trends in terms of the group's financial flexibility
including: significant dividend capacity from its insurance
subsidiaries (approximately $750 million in 2011 without
regulatory approval); abated risk at its run-off insurance
operations; the ongoing commitment to maintain approximately
$1 billion in cash at the holding company as well as the overall
improved diversification across the Fairfax group of companies,"
explained Moody's Assistant Vice President, Enrico Leo.  Moody's
also expects that adjusted financial leverage will remain at or
near current levels (31% as of 12/31/10), and that any future
acquisitions will be managed to maintain the group's financial
flexibility.

Fairfax maintains a diversified revenue stream by product and
geography, particularly as it now owns 100% of Odyssey Re (A3 IFS,
positive), Northbridge (Canadian insurance operations, unrated),
Crum & Forster (Baa1 IFS, stable), Zenith National (A3 IFS,
stable) and First Mercury (Baa2 IFS, positive); and has about 20%
of its operations outside of North America.  Several challenges
remain significant to Fairfax's credit profile including
historically weak operating earnings (excluding realized gains) at
its insurance operations, exposure to catastrophe risk, the high
level of common stock investments (though a substantial portion of
equities are currently hedged), and historically volatile loss
reserves particularly at its run-off operations.

In determining the Baa3 senior debt rating, Moody's considered the
collective insurance financial strength ratings of the Fairfax
group of companies and the debt outstanding at intermediate
holding companies, which results in structural subordination at
the ultimate holding company.  The structural subordination at the
ultimate holding company is mitigated by both the diversification
of businesses and by the commitment to maintain significant levels
of cash at the parent company.

The outlook for the ratings is stable.  The rating agency said
these could lead to an upgrade of Fairfax's rating: (1) stand-
alone insurance financial strength ratings of the company's lead
operating P&C and/or reinsurance companies are upgraded; (2)
adjusted financial leverage consistently below 30% and operating
earnings coverage (excluding realized gains/losses) consistently
above 4x; and (3) aggregate combined ratios consistently less than
100%.

Conversely, these could lead to a downgrade of the ratings: (1)
stand-alone financial strength ratings of the company's lead
operating P&C and/or reinsurance companies are downgraded; (2)
adjusted financial leverage consistently above 35% and earnings
coverage (excluding realized gains/losses) consistently less than
2x; (3) holding company cash and marketable securities is not
maintained above $750 million and above 3x total fixed charges;
and/or (4) significant adverse reserve development at Fairfax's
run-off or ongoing operating subsidiaries (greater than 1% of
gross reserves).

These ratings were upgraded, with a stable outlook:

* Fairfax Financial Holdings Limited -- senior unsecured debt
  rating to Baa3 from Ba1; preferred stock to Ba2 (hyb) from Ba3
  (hyb);

* TIG Capital Trust I -- trust preferred stock to Ba2 (hyb) from
  Ba3 (hyb).

Fairfax is a financial services holding company which engages in
property & casualty insurance, reinsurance, and investment
management through its operating subsidiaries.  As of Dec. 31,
2010, Fairfax reported net premiums written of $4.4 billion and
net income of $471 million, and year-end total shareholders'
equity of $8.7 billion.


FARLEY'S & SATHERS: Moody's Assigns 'B1' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family
rating to Farley's & Sathers Candy Company, Inc., and a B1 rating
to the proposed $60 million revolving credit facility due 2016 and
the proposed $185 million term loan B due 2018.  Proceeds from the
term loan borrowings and a portion of its cash balances will be
used to refinance existing first and second lien indebtedness.
The rating outlook is stable.

These ratings have been assigned subject to review of final
documentation:

  -- B1 corporate family rating;

  -- B2 probability of default rating;

  -- B1 (LGD3, 37%) to the proposed $60 million senior secured
     revolving credit facility due 2016; and

  -- B1 (LGD3, 37%) to the proposed $185 million senior secured
     term loan facility due 2018.

                        Ratings Rationale

The B1 corporate family rating reflects F&S's leadership position
in the U.S. non-chocolate confectionary category benefiting from
recognizable brands, such as Brach's, Trolli, Farley's, Sathers
and Now and Later, and long standing customer relationships across
multiple sales channels.  Moody's views the non-chocolate
confectionary category as mature, competitive and relatively
stable with minimal organic growth opportunities.  In the near
term, rising commodity cost pressures are expected to weigh on
earnings; however, management's efforts to restage the Brach's
brand, improve customer penetration rates and recently agreed upon
price increases should help mitigate cost pressures beginning in
the second half of 2011.

Moody's anticipates a post-refinancing leverage of approximately
4.0x (adjusted to include operating leases and preferred stock
(Basket D - 25% debt)), which is viewed as appropriate for current
ratings.  Further, the B1 rating anticipates conservative
liquidity management given the seasonality of F&S's cash flows and
resulting revolver borrowing requirements and quarterly leverage
volatility.  The rating anticipates that near term revolver
borrowings will be limited to seasonal working capital needs that
peak in the third quarter.  Further, the rating reflects F&S's
relatively small scale, tight operating margins, and its exposure
to volatile commodity prices, particularly sugar.

Terms of the proposed credit agreement provide F&S the ability to
make a one-time distribution to its sponsor within the first year
if the company reduces its net consolidated leverage ratio below
3.25x, as defined in the credit agreement (after year one, the
leverage threshold is removed).  While the terms are not expected
to expressly limit the dollar amount of the one-time distribution,
the company will be required to maintain non-adjusted leverage of
no greater than 4.0x and minimum liquidity amounts, as defined,
proforma for the one-time distribution.  Moody's anticipates that
the one-time distribution will be sized such that covenant
compliance will be maintained prospectively and liquidity will
remain adequate to fund seasonal needs.  Based on current terms,
the one-time distribution could be funded with available cash,
revolver borrowings and/or borrowings under an uncommitted
$60 million incremental term loan (not rated).

The proposed credit facility is expected to be secured by a first
lien security interest in substantially all of F&S's assets.  In
addition, the facility will benefit from upstream and downstream
guarantees and be subject to two financial maintenance covenants
set with adequate headroom.

The ratings could be downgraded if the company were to execute a
sizeable owner distribution that results in a material decline in
the company's liquidity or if earnings were to deteriorate leading
to adjusted leverage exceeding 5.0x for an extended period.  The
ratings are not likely to be upgraded in the near term given the
overhang of a potential sponsor distribution.  Adjusted leverage
sustained below 3.5x and FCF-to-debt above 10% would be viewed
positively.

F&S is a leading manufacturing and distributor of confectionery
and gum products.  Its products are primarily sold to the food,
drug, convenience stores, and mass merchandiser classes of trade.
Gross revenues for the twelve months ending December 26, 2010 were
roughly $600 million.


FARLEY'S & SATHERS: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' corporate credit rating to Round Lake, Minnesota-
based Farley's & Sathers Candy Co. Inc. S&P also assigned its
preliminary 'B+' issue-level ratings to Farley's & Sathers
proposed $60 million revolving credit facility due 2016 and
$185 million term loan B due 2018.  The preliminary recovery
rating is '2', indicating S&P's expectation of substantial (70% to
90%) recovery in the event of a payment default.  The company will
use proceeds to refinance existing debt, including a revolving
credit facility and first-lien term loan that mature on June 15,
2011, and a second-lien term loan that matures on Dec. 31, 2011.
S&P's ratings are based upon its assumption of successful
completion of this refinancing and would be withdrawn if this
refinancing is not completed well before the upcoming maturities
become due.  The outlook is stable.

At close of the transaction, S&P estimate Farley's & Sathers would
have about $185 million in total debt outstanding.

"The ratings on Farley's & Sathers reflect S&P's view of the
company's vulnerable business profile and highly leveraged
financial profile, given the company's narrow product focus and
limited international presence, and high debt leverage," said
Standard & Poor's credit analyst Alison Sullivan.

S&P views Farley's & Sathers' financial risk profile as highly
leveraged.  S&P estimates pro forma lease-adjusted total debt
to EBITDA will be high at about 5.6x, and funds from operations
to total debt will be about 13%, for fiscal year end Dec. 31,
2010.  S&P estimate credit measures at fiscal year end 2011 will
likely weaken, based on S&P's expectation for higher commodity
costs.  The capital structure includes $50 million ($125 million
liquidation preference value) of convertible preferred stock.
While S&P recognize this security provides the company with
financial flexibility and incorporate that qualitatively into the
rating, S&P treat the convertible preferred units as 100% debt in
its financial ratios.  S&P views the company's financial policy as
aggressive.  Dividends are permitted in certain circumstances
under the credit agreement, and the financial sponsor, Catterton
Partners, has taken dividends in the past.  (Farley's & Sathers is
a private company and does not publish financial statements).


FELCOR LODGING: Moody's Affirms 'B2' Rating on Senior Notes
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of FelCor Lodging
L.P. (senior secured at B2) and FelCor Lodging Trust, Inc.
(corporate family at B3) and revised the rating outlook to stable
from negative.

                        Ratings Rationale

This rating action reflects the turnaround in FelCor's operating
fundamentals in tandem with the strengthening lodging market, the
REIT's progress in improving its liquidity, as well as Moody's
expectation that FelCor will be able to execute successfully on
its asset disposition program and generate meaningful funds for
de-leveraging.  Moody's also noted that FelCor reinstated its
preferred dividends and anticipates that the REIT will likely cure
its arrearage from asset sales proceeds in the near term.

FelCor's RevPAR posted a 4.3% gain in 2010 following a 15.7%
decline in 2009, and stronger growth is anticipated in 2011.  The
REIT re-established a revolving credit facility and addressed the
majority of its debt maturities in 2011 and 2012.  Further, FelCor
has announced an extensive disposition program that is expected to
re-focus the REIT's portfolio on more profitable assets and
markets, as well as to yield material proceeds for de-leveraging.
FelCor stated that it intends to reduce its overall debt burden in
the medium-term.

Counterbalancing these positives, FelCor's debt protection
measures for the full-year 2010 were very weak with fixed charge
of 1.0x (although excluding suspended preferred dividends, cash-
based fixed charge was closer to 1.4x) and net debt/EBITDA of
8.1x.  Moody's anticipates these metrics to strengthen going
forward; Moody's also acknowledge that lodging fundamentals in
2011 are expected to be favorable due to increasing demand and
continuing minimal supply coupled with limited construction
financing.

The stable rating outlook reflects FelCor's nationally diversified
and recently renovated portfolio of primarily upper upscale
hotels, as well as improved liquidity and a seasoned management
team.

Positive rating movement would depend on continued improvement in
FelCor's operating fundamentals and successful de-leveraging as
evidenced by strengthening in its credit metrics with fixed charge
closer to 1.5x (including preferred dividends) and net debt/EBITDA
under 7x.  Good liquidity would also be needed for an upgrade.

Downgrade pressure would occur from any liquidity concerns,
operational reversals or challenges in executing the asset
disposition program or failure to apply the proceeds toward debt
reduction.

These ratings were affirmed with a stable outlook:

* FelCor Lodging Limited Partnership -- senior secured debt at B2,
  senior unsecured debt at Caa1

* FelCor Lodging Trust, Inc. -- corporate family rating at B3,
  preferred stock at Caa3, preferred stock shelf at (P) Caa3

Moody's last rating action with respect to FelCor was on
September 17, 2009, when Moody's assigned a rating of B2 to
FelCor's proposed senior secured notes, downgraded FelCor's
corporate family rating to B3 from B2.  Moody's also downgraded
the ratings of FelCor's outstanding senior unsecured notes to Caa1
from B2, as well as the ratings of its preferred stock to Caa3
from Caa2.  The rating outlook remained negative.

FelCor Lodging Trust, Inc., is a real estate investment trust
headquartered in Irving, TX; it is the nation's largest owner of
upper-upscale, all-suite hotels.  FelCor owns interests in 82
properties located in major markets throughout 22 states.  At Dec.
31, 2010, FelCor reported total assets of $2.4 billion and total
equity of $588 million.


FIDDLER'S CREEK: Files Second Amended Disclosure Statement
----------------------------------------------------------
Fiddler's Creek, LLC, and its 27 debtor-affiliates have filed with
the Bankruptcy Court a Second Amended Joint Consolidated
Disclosure Statement for Plans of Reorganization.

The Amended Disclosure Statement discusses the proposed treatment
of so-called CDD Bond Claims, the claims of applicable Community
Development Districts against the applicable Debtors related to
non ad valorem special assessments imposed by the applicable CDD
against the real property of the Debtor related to and measured by
the payment of principal and interest/debt service owed by the CDD
to the Indenture Trustee in connection with the Bonds issued by
the applicable CDD for the benefit of the real property of the
Debtors whether billed and collected directly by the applicable
CDD from the Debtors, or subject to collection by and through the
Collier County Tax Collector in connection with annual real estate
tax bills issued by the Collier County Tax Collector.

Pursuant to the Plans, the Debtors propose that the CDD Bond
Claims will be reduced by a mandatory buydown in connection with
each sale of parcel of Real Property securing such Allowed CDD
Bond Claim equal to the that portion of the delinquent principal
and interest payments (including during any forbearance period
under the applicable Plan) on such Allowed CDD Bond Claim
allocated to the particular parcel of Real Property being sold.
The Debtors may, at their discretion, make a voluntary buydown of
the CDD Bond Claim in connection with any such sale.  The Debtors
do not presently intend to move any Real Property from an "off
roll" status to an "on roll" status unless and until such Real
Property is sold by the Debtors under the Plans.

Although the Debtors' Estates are presently being jointly
administered for procedural purposes, the Debtors and their
Estates have not been substantively consolidated.  However,
pursuant to the Plans, certain of the Debtors will be
substantively consolidated with and into certain of the other
Debtors.  As of the Effective Date, there will be 11 separate
Reorganized Debtors if each Plan is confirmed.

The Debtors' Financial Projections assume availability of
$30,000,000 in exit financing on or shortly after the Plan
Effective Date, a portion of which will be used to pay in full the
expected payments required under the Plans to the Holders of
Allowed Claims.

A copy of the black-lined version of the Second Amended Joint
Consolidated Disclosure Statement is available at no charge at:

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

                    Settlement with Fifth Third

Class 4 under the Plan consists of the Secured Claim of Fifth
Third Bank, N.A.  The Class 4 Secured Claim of Fifth Third will be
satisfied pursuant to the terms of a certain settlement and
compromise between Fifth Third Bank, N.A. and GBP Development,
Ltd. and its debtor-affiliates.  Pursuant to the terms of the
Settlement Agreement, among other things, the GBP Debtors have
agreed to and will, at the option of Fifth Third, either (i)
transfer to Fifth Third the GBP Debtors' rights and interest in
the Fifth Third Standing Units and the Fifth Third Pads, free and
clear of liens and encumbrances, or (ii) consent to the entry of a
in rem judgment of foreclosure to enable Fifth Third to proceed to
conduct a foreclosure sale of the Fifth Third Standing Units or
Fifth Third Pads.  On Feb. 25, 2011, the Court entered an order
approving the Settlement Agreement.

                             FIFC Deal

The Court, in a separate order, authorized the Debtors to enter
into an insurance premium financing agreement with First Insurance
Funding Corp for the purpose of financing the purchase of several
forms of insurance coverage and brokers' fees.  FIFC is granted a
security interest to secure payment of all amounts due under the
Insurance Premium Financing Agreement in the policies, including
all return premiums, dividend payments, and loss payments which
reduce unearned premiums, subject to any mortgagee or loss payee
interest.

In the event that the Debtors fail to make any of the payments
required under the Insurance Premium Finance Agreement as they
become due, then FIFC will be granted relief from stay to enable
FIFC or third parties to take all steps necessary and appropriate
to cancel the Policies, collect the collateral and apply such
collateral to the indebtedness owed to FIFC by the Debtors.

                           Sale Motions

Debtor GBFC Development, Ltd., has entered into a deal with
Michael J. and Lisa A. Suter for the sale of Lot 16 of Bellagio
Village at Fiddler's Creek for $646,000; and with Dr. Robert and
Louise Glassman for the sale of Lot 30 of Bellagio Village for
$652,000.

                       About Fiddler's Creek

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

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

The Official Unsecured Creditors' Committee is represented by:

          Paul S. Singerman, Esq.
          Jordi Guso, Esq.
          Debi Evans Galler, Esq.
          BERGER SINGERMAN PA
          200 South Biscayne Boulevard, Suite 1000
          Miami, FL 33131
          Tel: (305) 755-9500
          Fax: (305) 714-4340
          E-mail: singerman@bergersingerman.com
                  jguso@bergersingerman.com
                  dgaller@bergersingerman.com


FNB UNITED: Dixon Hughes PLC Raises Going Concern Doubt
-------------------------------------------------------
FNB United Corp. filed on March 14, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Dixon Hughes PLLC, in Charlotte, N.C., the independent auditor,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Corporation continued to incur significant net losses in 2010,
primarily from the higher provisions for loan losses due to the
significant level of non-performing assets.  "The Corporation is
significantly undercapitalized per regulatory guidelines and has
failed to reach capital levels required in the Consent Order
issued by the Office of the Comptroller of the Currency (the
"OCC") in 2010."

The Corporation reported a net loss of $112.9 million for 2010,
compared with a net loss of $101.7 million for 2009.

Net interest income before the provision for loan losses was
$52.2 million for 2010, compared to $62.2 million for 2009.

The Corporation's balance sheet at Dec. 31, 2010, showed
$1.921 billion in total assets, $1.931 billion in total
liabilities, and a shareholders' deficit of $9.9 million.

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

               http://researcharchives.com/t/s?7533

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


FONTAINEBLEAU LV: Chapter 7 Trustee Seeks Mediation in WTC Suit
---------------------------------------------------------------
Soneet R. Kapila, the Debtors' Chapter 7 Trustee, asks the U.S.
Bankruptcy Court for the Southern District of Florida to refer the
adversary proceeding commenced by Wilmington Trust FSB to an
ongoing mediation and direct the participation by the parties in
that mediation.

In the adversary proceeding, the Plaintiff seeks to determine the
validity, priority, and extent of the mechanic's liens of the
Defendants.  The parties to the adversary proceeding are also
parties to Desert Fire Protection v. Fontainebleau Las Vegas
Holdings, LLC, No. 1:09-cv-23683-CMA (S.D. Fla. July 14, 2010).
On July 14, 2010, the U.S. District Court for the Southern
District of Florida issued its order in Desert Fire, which
involved the Statutory Lienholders' consolidated appeals from
several of the bankruptcy court's cash-collateral orders.  The
District Court specifically ordered that the Bankruptcy Court
"must recover the funds distributed to the Term Lenders, the
Examiner, and the professionals pending a determination of the
issue of priority -- not to exceed any amount the Statutory
Lienholders have requested."

The District Court noted that the "issue of priority -- more
specifically, the fact that it is an issue -- is highly relevant
to these appeals," Mr. Kapila says.  He asserts that the issue was
not the subject of Desert Fire, but it is the subject of the
adversary proceeding.  As the District Court recognized, resolving
the cash-collateral issues in Desert Fire will necessarily involve
addressing the lien-priority issue, he explains.

Desert Fire is now on appeal to the United States Court of Appeals
for the Eleventh Circuit, as the subject of 10 separate appeals
filed by various parties affected by the District Court's order.
The appeals were referred to the Eleventh Circuit's Kinnard
Mediation Center to facilitate resolution of the issues presented
in Desert Fire.  The parties were in mediation on November 8
through 10, 2010.  Substantial mediation-related electronic and
telephonic communication has occurred since then and continues.
The mediation has been scheduled for further conference on March
21 and 22, 2011.

Because the parties have spent substantial resources in attempting
to resolve those issues before the Bankruptcy Court, the District
Court, and the Eleventh Circuit, and any discussion of those
issues necessarily involves addressing the lien-priority issue
presented in the adversary proceeding, Mr. Kapila submits that the
Bankruptcy Court should refer the adversary proceeding to
concurrent mediation.  He says that the Desert Fire mediators have
expressed their support for having the lien-priority issue
mediated in the Bankruptcy Court concurrently with the mediation
of the issues before the Eleventh Circuit.

                 Plaintiff Drops 2 Defendants

Wilmington Trust FSB sought and obtained the Bankruptcy Court's
permission to drop as defendants in the adversary proceeding
Crescent Electric Supply Company and Morris Shea Bridge Company,
pursuant to Rule 7021 and the parties' separate stipulations.

Crescent Electric and Morris Shea have advised Wilmington Trust
that they have been paid in full or have otherwise been satisfied
and do not intend to pursue any mechanic's lien claim, or other
claim, they may have had against the Fontainebleau Las Vegas
casino and resort, in Las Vegas, Nevada.

Crescent Electric and Morris Shea have also consented to the sale
of the Property under Section 363 of the Bankruptcy Code.

                  Wilmington Trust Files Bond

Wilmington Trust notifies the Bankruptcy Court of the filing of a
$20.6 million payment bond issued by Safeco Insurance Company of
America to Defendant CECO Concrete Construction, LLC, as
principal, in connection with the Fontainebleau Las Vegas
construction project, in Las Vegas, Nevada.  A copy of the bond
can be obtained for free at:

     http://bankrupt.com/misc/FB_PaymentBond_03092011.pdf

                         *     *     *

The Bankruptcy Court approved the Confidentiality and
Nondisclosure Agreement between Bank of America, N.A., and
Defendants QTS Logistics Inc. and Quality Transportation Services
of Nevada, Inc.

Under the agreement, the parties agree that confidential
information that QTS will receive from BofA in connection with the
adversary proceeding will not be disclosed to any other party
absent a court order, and that documents filed with the Bankruptcy
Court will be sealed.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of around
$150 million.  The bankruptcy case was subsequently converted to
Chapter 7.

Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.


FONTAINEBLEAU LV: Seeks Extension for Final Privilege Log
---------------------------------------------------------
Fontainebleau Resorts LLC asks the U.S. District Court for the
Southern District of Florida for a two-week extension of time
through and including March 28, 2011, to comply with the Court's
order dated March 4, 2011, and to serve its final privilege log.
In the March 4 order, the Court has allowed Fontainebleau Resorts
until March 14, 2011, to provide Bank of America, N.A., and other
parties as applicable, with its final privilege log for its e-mail
server.  The ruling, however, does not cover e-mails, which
Fontainebleau Resorts previously produced but later "recalled"
after BofA advised it of the privileged status of certain e-mail
documents.

To recall, the Term Lenders and, later, BofA have separately asked
the District Court to issue an order determining that
Fontainebleau Resorts waived any and all otherwise applicable
privileges and protections when it produced its document and e-
mail servers without conducting any review.  Avenue CLO IV, Ltd.,
et al., join in BofA's request.  The production of the servers is
in connection with the April 22, 2010 subpoena filed by the Term
Lenders.

Fontainebleau Resorts, a third party in the multidistrict
litigation, opposed the Term Lenders' and BofA's requests arguing
that its production of the servers demonstrates its intent and
efforts to consistently maintain its privilege, while at the same
time, timely complying with subpoenas.  United States Magistrate
Judge Jonathan Goodman found that Fontainebleau Resorts' voluntary
disclosure of privileged or potentially privileged information
through the production of the servers constitutes a waiver of
applicable privileges.  Hence, Judge Goodman granted the Term
Lenders' motion for adjudication that the privilege has been
waived.

In its Motion to Extend, Fontainebleau Resorts asserts that it has
retained two IT vendors to assist in the process of searching its
e-mail server as previously provided to BofA to identify
additional, potentially privilege e-mails.  Fontainebleau Resorts
has undertaken, and is in the process, of manually reviewing and
confirming privilege for as many of the 8,400 e-mails as possible,
Sarah J. Springer, Esq., at Waldman Trigoboff Hildebrandt Marx &
Calnan, P.A., in Weston, Florida, tells the District Court.  She
insists that it is clear that additional time is needed given the
number of e-mails and other practical IT limitations.

Ms. Springer has also notified the District Court and parties-in-
interest that she will be unavailable from March 10, 2011, through
March 21, 2011.

In further support of its motion for determination, BofA contends
that based on the facts disclosed in Fontainebleau Resorts'
response to the request, there can be no dispute that
Fontainebleau Resorts either knowingly waived the privilege or
carelessly handled potentially privileged e-mails before
production.

                    Court Grants More Time

Judge Goodman granted the extension request modestly, and extended
through March 17, 2011, the deadline for Fontainebleau Resorts' to
provide the privilege log.  Judge Goodman noted that there is an
April 15, 2011 discovery cutoff and the MDL parties are in the
midst of taking depositions and they need the privilege log to
know which documents may be used as exhibits in the depositions.
He maintained that the District Court does not have the
jurisdiction to unilaterally extend discovery deadlines or other
related deadlines imposed by U.S. District Judge Alan Gold.

Judge Goodman maintained that the District Court is reluctant to
provide a significant enlargement of time without a discovery
cutoff enlargement, which the District Court is unable to provide.
To the extent that Fontainebleau Resorts seeks an additional
enlargement beyond March 17, 2011, it is denied, albeit without
prejudice, Judge Goodman ruled.  If Fontainebleau Resorts or a
party to the litigation files an appropriate request and persuades
Judge Gold to extend the discovery deadline and other deadlines by
one month, then Fontainebleau Resorts can file a renewed motion
and the District Court will give it renewed consideration, Judge
Goodman added.

         Plaintiffs Seek Dismissal of Aurelius Action

The plaintiffs in Avenue CLO Fund, Ltd., et al. v. Bank of
America, N.A., et al., Case No. 09-cv-23835-ASG have purchased all
of the Term Loan Notes previously held by the plaintiffs in ACP
Master, Ltd., et al. v. Bank of America, N.A., et al., Case No.
10-cv-20236-ASG, also known as the Aurelius Action.  The Avenue
plaintiffs wish to pursue in a single action all claims on all
Term Loan Notes they now own, Lorenz Michel Pruss, Esq., at Dimond
Kaplan & Rotherstein PA, in Coconut Grove, Florida, tells the
District Court.

The Avenue and Aurelius Plaintiffs have agreed with BofA to the
terms of a stipulation dismissing the Aurelius Action without
prejudice so that all claims can be pursued in the Avenue Action,
Mr. Pruss says.  He notes that the Revolving Lenders have refused
to stipulate.  Hence, the Plaintiffs ask the District Court to
dismiss the Aurelius Action.

                        Lenders Object

Defendants Barclays Bank PLC, Deutsche Bank Trust Company
Americas, JPMorgan Chase Bank, N.A., The Royal Bank of Scotland
plc, HSH Nordbank AG, New York Branch, Bank of Scotland PLC, MB
Financial Bank, N.A., Sumitomo Mitsui Banking Corporation, and
Camulos Master Fund, L.P., collectively known as the Revolving
Lenders, argue that the Dismissal Motion is a procedurally flawed
application that asks the Court to enter an Order dismissing
without prejudice claims that it has already dismissed with
prejudice and over which the Court no longer has jurisdiction.

In its May 28, 2010 decision, the Court dismissed with prejudice
the claims in the Aurelius and Avenue Actions against the
Revolving Lenders.  Thereafter, at the request of the Aurelius and
Avenue Plaintiffs, the Court entered a partial final judgment with
respect to those claims to enable the Aurelius and Avenue
Plaintiffs to pursue an appeal.  The Aurelius and Avenue
Plaintiffs have since filed notices of appeal of that final
judgment.  As a result, the Court does not have jurisdiction to
grant the Dismissal Motion, the Revolving Lenders points out.

The Revolving Lenders further argue that the Dismissal Motion
should be denied because the Plaintiffs' proposed stipulation is
unfairly prejudicial to the Revolving Lenders in that it
effectively seeks to modify the Court's previous dismissal order
to provide for dismissal of the claims against the Revolving
Lenders without prejudice instead of with prejudice, among other
reasons.

BofA and Merrill Lynch Capital Corporation inform the District
Court that they take no position with respect to the Dismissal
Motion.

                   Court Sets Oral Argument
                      on Dismissal Motion

Having reviewed the Dismissal Motion and the record, Judge Gold
concluded that oral argument is necessary.  Accordingly, Judge
Gold will hear arguments on the Dismissal Motion on April 8, 2011.
He also directed parties to deliver to the Chambers a joint binder
containing tabbed and indexed courtesy copies of the motion and
any responses, replies, exhibits, and memoranda of law related to
the motions by March 25, 2011.

              Court Grants Partial Final Judgment

Judge Gold granted the Term Lenders' Motion for Partial Final
Judgment.

As previously reported, the District Court entered final judgment
on September 20, 2010, against the Chapter 7 Trustee, Soneet R.
Kapila, on his claims against the Revolving Lenders for their
failure to fund Fontainebleau's Notices of Borrowing dated March 2
and March 3, 2009, in breach of the Fontainebleau Credit
Agreement.  The Chapter 7 Trustee filed an appeal on the Final
Judgment.

In connection with the Trustee Appeal, the Term Lender Plaintiffs
asked the District Court for a partial final judgment so that they
may take an appeal, at the same time as the Chapter 7 Trustee, of
their claims seeking damages from the Revolving Lenders.

Accordingly, the District Court entered a Partial Final Judgment
dismissing with prejudice Counts II, III and IV of the Second
Amended Complaint in Avenue CLO Fund, Ltd., et al. v. Bank of
America, N.A., et al., No. 09-cv-23835-ASG, and Counts I and II of
the Amended Complaint in ACP Master, LTD., et al. v. Bank of
America, N.A., et al., No. 10-cv-20236- ASG.  The Complaints arose
from the alleged breach of the Fontainebleau Credit Agreement.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of around
$150 million.  The bankruptcy case was subsequently converted to
Chapter 7.

Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.


FONTAINEBLEAU LV: Chapter 7 Trustee Proposes Furr as Counsel
------------------------------------------------------------
Soneet R. Kapila, the Debtors' Chapter 7 Trustee, seeks the
Court's authority to retain Alvin S. Goldstein, Esq., and the law
firm Furr and Cohen, P.A., as special counsel in connection with
the investigation and potential prosecution of certain preference
and fraudulent transfer causes of action that the bankruptcy
estates have against various parties.

Mr. Kapila says that Furr and Cohen will be paid in accordance
with Section 330 of the Bankruptcy Code.

Mr. Goldstein assures the Court that neither he nor his firm hold
or represent any interest adverse to the estates, and that they
are disinterested persons as required by Section 327(a) of the
Bankruptcy Code.

A hearing was scheduled for March 16, 2011, to consider the
application.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of around
$150 million.  The bankruptcy case was subsequently converted to
Chapter 7.

Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.


FORD MOTOR: Stephen Odell Owns 13,362 Common Shares
---------------------------------------------------
In an amended Form 3 filing with the U.S. Securities and Exchange
Commission, Stephen T. Odell, group vice president at Ford Motor
Company, disclosed that he beneficially owns 13,362 shares of
common stock of the Company.  Mr. Odell's original Form 3 filed on
Aug. 9, 2010 overstated the number of directly held Ford Common
Stock shares by 29,286 shares.

                          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.

The Company's balance sheet at Dec. 31, 2010 showed $164.68
billion in total assets, $165.33 billion in total liabilities and
$642 million in total deficit.

                           *     *     *

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.


FRANKLIN PACIFIC: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Franklin Pacific Finance, LLLP, filed with the U.S. Bankruptcy
Court for the Central District Of California its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,100,000
  B. Personal Property           $21,393,584
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,671,101
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $80,258
                                 -----------      -----------
        TOTAL                    $31,493,584      $15,751,359

Santa Monica, California-based Franklin Pacific Finance, LLLP,
engages in the business of acquiring and operating real estate
assets and loans secured by real estate assets, equipment,
vehicles and business assets, unsecured loans.  The Company
acquires assets and loans as portfolios or in stand-alone
transactions.  Debtor has conducted its business activity since
2005.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 10-30727) on May 24, 2010.  Leslie A. Cohen,
Esq., and Jaime Williams, Esq., at Leslie Cohen Law, P.C., in
Santa Monica, California, serve as counsel to the Debtor.  The
Company estimated assets and debts at $10 million to $50 million
as of the Petition Date.


FRESNO PACIFIC: Has Until April 8 to File Reorganization Plan
-------------------------------------------------------------
Tim Sheehan at The Fresno Bee reports that April 18 is the date by
which the owners of the landmark Fresno Pacific Towers building
must have a bankruptcy plan in place to satisfy creditors or risk
losing the building to foreclosure.

The Fresno Bee says the U.S. Bankruptcy Judge Whitney Rimel set
the deadline in a status hearing in Fresno.  Judge Rimel warned
that she would consider dismissing the Chapter 11 bankruptcy case
early if the building's owners, Saundra King and her brother, San
Luis Obispo developer John King, make no significant progress in
presenting a plan.

The Kings' attorney, Ravi Jain, also told Judge Rimel that he and
his clients have parted ways and that the Kings are seeking
another lawyer to handle the case.

According to the report, Saundra King said she is working with a
buyer to purchase shares in the corporation to take advantage of
tax credits, and who would also purchase the building itself from
East West Bank.  The bank is the holder of a $4.5 million note on
a 2006 loan against the building.  Ms. King would not identify the
buyer or reveal details of the plan, but has hired an attorney to
assist in the sale of the stock.

Based in Fresno, California, Fresno Pacific Towers Inc. filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No. 11-
10522) on Jan. 18, 2011.  The Debtor disclosed $2 million in
assets, and $4.5 million in debts as of the Chapter 11 filing.


GELTECH SOLUTIONS: Employment Pacts of CEO, Pres. and CTO Okayed
----------------------------------------------------------------
On March 10, 2011, the Compensation Committee of GelTech
Solutions, Inc., approved three-year employment agreements for
Michael Cordani, its Chief Executive Officer, Joseph Ingarra, its
President and Peter Cordani, its Chief Technology Officer.  The
Executives will receive a base salary of $150,000 per year with
the Committee having the authority to increase the Executive's
base salary for the succeeding 12-month period with the increase
based on profitability, positive cash flow or such other factors
as the Committee deems important.  Following the completion of
each fiscal year, the Committee will have the discretion to award
each of the executives a target bonus based on each Executive's
job performance, the Company's revenue growth, positive cash flow,
net income before income taxes or other criteria selected by the
Committee.  Additionally, the Executives were each granted 250,000
10-year non qualified stock options exercisable at $1.25 per
share.  The options will vest in three equal annual increments
subject to meeting certain budgeted revenue targets which will be
set by the Committee and further subject to continued employment
on each applicable vesting date.

                      About GelTech Solutions

Jupiter, Fla.-based GelTech Solutions Inc. (OTC Bulletin Board:
GLTC) -- http://www.GelTechsolutions.com/-- is a Delaware
corporation organized in 2006.  The Company 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 Oct. 4, 2010,
Salberg & Company, P.A., in Boca Raton, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, after auditing the Company's financial statements
for 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.


GSC GROUP: Trustee Wants Kaye Scholer Fees Slashed
--------------------------------------------------
Bankruptcy Law360 reports that the U.S. Trustee Tracy Hope Davis,
the trustee overseeing investment firm GSC Group Inc.'s bankruptcy
proceedings in New York, said Friday that fee requests from Kaye
Scholer LLP and financial adviser Capstone Advisory Group LLC
should be cut down because the proceedings have stalled.

                          About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- is a private equity firm specializing in
mezzanine and fund of fund investments.  It filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-14653) on
Aug. 31, 2010.  Michael B. Solow, Esq., at Kaye Scholer LLP,
serves as the Debtor's bankruptcy counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtor's notice and claims agent.  Capstone
Advisory Group, LLC, is the Debtor's financial advisor.  The
Debtor estimated its assets at $1 million to $10 million and debts
at $100 million to $500 million as of the Chapter 11 filing.


HARRON COMMUNICATIONS: Moody's Puts 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned Harron Communications, LP, a B2
Corporate Family Rating and B3 Probability of Default Rating,
along with B2 (LGD-3, 35%) instrument ratings at the company's
operating subsidiaries (the borrowing group as listed below) on
the new $600 million senior secured credit facilities.  The
proposed $100 million Revolver due 2016, $200 million Term Loan A
due 2016 and $300 million Term Loan B due 2017 will be used to
refinance the company's existing credit facilities (approximately
$448 million outstandings as of 12/31/10), redeem approximately
$54 million in preferred equity, and fund related fees and
expenses.  The debt will be issued by the borrowing group and
guaranteed on a joint and several basis, with additional
guarantees provided by Harron (Holdco).  The outlook is stable.

A summary of the rating actions are listed below:

Issuer: Harron Communications, LP

  -- Corporate Family Rating, Assigned B2
  -- Probability of Default Rating, Assigned B3

Issuers: MetroCast Cablevision of New Hampshire, LLC; Gans
Communications, LP; MetroCast Communications of Connecticut, LLC;
and MetroCast Communications of Mississippi, LLC

  -- New $100 million Senior Secured Revolver due 2016, Assigned
     B2 (LGD-3, 35%)

  -- New $200 million Senior Secured Term Loan A due 2016,
     Assigned B2 (LGD-3, 35%)

  -- New $300 million Senior Secured Term Loan B due 2017,
     Assigned B2 (LGD-3, 35%)

  -- Outlook, Assigned Stable

                        Rating Rationale

Harron's B2 Corporate Family Rating reflects its comparably small
scale and high pro forma debt-to-EBITDA leverage of approximately
6.3x (including Moody's standard adjustments as well as 100% debt
attribution to preferred shares not held by Harron), improving to
approximately 5.5x by the end of 2011 as a result of growing
EBITDA and debt reduction from free cash flow.  Leverage and lack
of scale make the company vulnerable to business risk if
competition were to increase.  Moody's expects Harron's interest
coverage to be above 2.5x over the next 18 months (defined as
EBITDA less capex / interest expense) with free cash flow to debt
in the mid-single digit range, which is consistent with ratings in
the B2 and B1 rating categories.

Ratings are supported by Harron's good historical operating
performance, evidenced by the company's improved operating
margins, year-over-year top-line revenue and EBITDA growth, and
Moody's expectation of steady operating performance over the
rating horizon.  The company's success can be attributed partially
to benign competition in most of Harron's non-urban markets, with
primary competition coming from DBS providers.  Ratings are also
supported by the Harron family's longstanding track record of
buying and growing cable systems (since the mid-1960's) and
Moody's expectation that the family will continue to grow the
business while maintaining or improving its B2 rating profile.
Moody's expects the Harron family and management will look to
increase its ownership to 100% through the repurchase of Boston
Ventures' remaining 25% equity interest which is permissible under
the terms of the company's credit facility so long as total
leverage remains below 4.75x (as defined, or approximately 5.2x
including Moody's standard adjustments).

The stable outlook reflects Moody's expectation that the Company
will pay down debt balances reducing debt-to-EBITDA leverage
ratios below 5.75x (including Moody's standard adjustments, with
100% debt attribution to preferred shares not held by Harron
affiliates) by the end of 2011 and maintaining free cash flow-to-
debt ratios of 5% - 7%, excluding the planned buyback of Boston
Ventures equity interests.  Moody's anticipate that revenues will
continue to grow over the next 18-to-24 months with most of the
increase coming from ARPU gains given only modest subscriber
growth.  Also incorporated in Moody's stable outlook is Moody's
expectation that EBITDA margins after management fees will remain
consistent over the rating horizon and that liquidity will remain
adequate.

The B2 CFR reflects the company's good operating performance and
financial metrics, but is constrained by the debt-like attributes
of Harron's remaining preferred shares held by Boston Ventures
(representing 25% of the equity value) which can be put to the
company as early as September 2011.  As a result, ratings are not
likely to be upgraded until debt-to-EBITDA ratios are reduced
sufficiently to compensate for the added leverage resulting from
the exercise of the 25% equity put.  Moody's believe the company
is motivated to increase its ownership to 100% and that Boston
Ventures is interested in cashing out six years after making its
initial investment.

There would be downward pressure on ratings if increased
competition or deteriorating operating performance were to result
in debt-to-EBITDA ratios (including Moody's standard adjustments,
with 100% debt attribution to preferred shares not held by Harron
affiliates) exceeding 6.75x.  A rating downgrade would also be
considered if the company were no longer generating modest levels
of free cash flow resulting in free cash flow-to-debt remaining
below 2%.

Harron Communications, L.P., is a holding company housing the
cable operating assets of Gans Communications, LP, MetroCast
Cablevision of New Hampshire, MetroCast Communications of
Connecticut, LLC, and MetroCast Communications of Mississippi,
LLC.  Headquartered in Frazer, PA, the company's cable operating
companies serve approximately 181,000 video subscribers and
217,000 customers across New Hampshire/Maine, Connecticut,
Maryland/Virginia, Mississippi/Alabama, Pennsylvania, and South
Carolina.  The Harron family and management own 75% of common
equity interests of the company with Boston Ventures Partnership
VI holding the remaining 25%.


HARRON COMMUNICATIONS: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' corporate credit rating to Frazer, Pa.-based cable
system operator Harron Communications LP.  The outlook is stable.

Additionally, S&P assigned a preliminary 'B' issue-level rating
and a preliminary '3' recovery rating to the company's proposed
$600 million senior secured credit facilities, consisting of a
$100 million revolver due 2016, a $200 million term loan A due
2016, and a $300 million term loan B due 2017.  The preliminary
'3' recovery rating indicates expectations for meaningful (50%-
70%) recovery in the event of payment default.  The company
intends to use the proceeds from the transaction to refinance
about $450 million of existing debt, repay $54 million of
preferred A stock, and pay related fees and expenses.  S&P expects
total funded debt outstanding, pro forma for the transaction, to
be about $512 million.

"The ratings on Harron reflect a highly leveraged financial risk
profile, including S&P's expectation for aggressive financial
policies by the company's concentrated ownership group," said
Standard & Poor's credit analyst Naveen Sarma.  S&P considers the
business risk profile fair, reflecting a mature core basic video
services business with modest revenue growth prospects, below-
industry-average high-speed data and telephone penetration, and
competitive pressures from direct-to-home satellite providers for
video services and local telephone companies for HSD and telephone
services.

"Tempering factors include its operations in less populated
second-tier markets, which provide some protection from local
telephone companies deploying facilities-based video offerings in
the intermediate term," added Mr. Sarma.  Other tempering factors
include Harron's position as the leading provider of pay-TV
services in its markets and expectations for healthy free cash
flow generation."


HASKELL COUNTY: Moody's Downgrades Rating on Tax Debt to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Baa3 the
long-term bonds rating assigned to the Haskell County Public
Facility Authority (OK) $5.3 million of sales tax revenue debt.
The rating remains on watch for further possible downward
pressure.

                        Ratings Rationale

The bonds are secured by dedicated half cent sales and use tax
authorized by voters on November 8, 2005.  Bondholders are
provided extra security through a first lien mortgage on the fee
and leasehold interest of the authority in the project.  The
downgrade to Ba2 reflects Moody's view that the weak local
economy, combined with the effects of the national recession will
result in sales tax revenues that are insufficient to meet
scheduled debt service requirements over the medium term, and
anticipated draws on available cash in the Public Facility
Authority and the Debt Service Reserve Fund.  Given the current
pledged revenues, pro-forma calculations forecast the depletion of
the debt service reserves in 2021 which could result in a default
on April 1, 2021, with an estimated 67% recovery rate.  The debt
has an escalating schedule of retirement with final payment due
October 1, 2031.

The rating remains on watch for possible downgrade due to a
persisting lack of County-wide audited financial statements from
fiscal 2007 to fiscal 2010.  Moody's has received audited
information for the component unit of the County, the Haskell
County (OK) Public Facilities Authority.

                            Strengths

  -- Cash funded debt service reserve which has not been accessed
  -- No expectations of additional debt

                           Challenges

  -- Trend of declining dedicated sales tax revenues
  -- Accelerated debt service requirements beginning 2017
  -- Flat growth in total taxable value

                    Detailed Credit Discussion

           Moderately Sized Tax Base Shows Flat Growth

Moody's believes the stability of the county's economy is crucial
in maintaining the current rating.  Significant decline in
property values, coupled with substantial population loss will
place additional pressure on the economy of the county.  Haskell
County is a relatively small, predominantly agricultural community
in eastern Oklahoma.  Its county seat is the City of Stigler.
Historically the county's tax base has experienced moderate growth
as seen with 6.1% average annual growth in taxable values from
fiscal 2001 to 2005.  More recently, the county's tax base has
averaged an annual growth of 0.4% from 2006 to 2010 yielding an
approximate full value of $391.2 million.  The county exhibits
concentration in its base with the top ten payers comprising 25.1%
of total taxable or assessed values in fiscal year 2006.  The oil
pipeline industry accounts for a significant portion of the
concentration, with an 11.2% of total taxable values.  Although
unemployment rates within the county remain lower than national
averages, unemployment rates have historically tracked higher than
state averages.  In December 2010, the unemployment rate was 6.9%,
which was slightly higher than the state's 6.6%, and lower than
the nation's 9.1%.

      No Expectation of General Fund Support With Erosion Of
                       Financial Position

In fiscal year 2006, the county's general operations were largely
supported by sales tax (44.4%), property taxes (28.3%), and
intergovernmental revenues (27.1%).  Although Moody's lacks audits
for fiscal years 2007 - 2010, an analysis was completed based on
financial data confirmed by the State.  In fiscal 2007, the year-
end General Fund cash reserves were at a five year high of
$1.1 million or a healthy 43.7% of General Fund revenues, per
unaudited numbers.  Since 2007, cash reserves have deteriorated
to $208,000 in fiscal 2010 or a narrow 10.6% of General Fund
revenues, per unaudited numbers.  Officials report the two main
drivers for the draws were increasing operating costs of the jail
and home-health facility, and a decline in sales tax revenue.
Additional pressure on the General Fund is expected due to a
lawsuit that was settled on July 28, 2010.  The County settled by
agreeing to pay $199,000 within ten years of the settlement date.
Moody's believes the liability places limited negative pressure on
the county's already limited reserves because the county has ten
years to remit payment.

In fiscal year 2010, although management anticipated funding the
operations for the home health and jail facilities to come solely
from dedicated sales taxes, declining sales tax revenues presented
pressure on the two component units forcing officials to make
General Fund transfers to each fund.  Thus, officials made
unaudited transfers totaling $345,000 from the General Fund to
cover operations of the jail, and due to continued and ongoing
financial pressure from the home health facility, the county
elected to sell the facility August 1, 2010.  Some initial
pressure on General Fund reserves was reduced as receipts of the
hospital's dedicated 0.5% sales tax rate were collected for three
months following the sales of the home-health facility totaling
$108,000 in one time revenues.  Although permissible the use of
one time revenues on operations is viewed as a credit negative.
As the sales tax receipts are not expected to be on going revenues
and General Fund operations are reoccurring expenses, the use of
one time revenues merely extends the structural imbalance of
revenues and expenses in the General Fund.  For fiscal 2011,
officials report with the removal of the home-health facility's
use of General Fund monies and a 3% increase on sales tax
collections will mitigate the expected deficit.  However, as
audited information becomes available, financial performance below
that of unaudited numbers will place additional negative pressure
on the rating.

        Sales Tax Revenue Declines Weaken Coverage Levels

The bonds are secured by a gross pledge of 0.5% sales tax revenue,
which was approved in April 2006.  The county formed the Public
Facilities Authority, a component unit of the county, to receive
the dedicated revenues and pay for the operations of the jail
facilities that were erected from the debt associated with this
revenue stream.  Moody's has received third party verified audited
financial information pertaining to the Public Facilities
Authority from fiscal years 2007 to 2009.  Although the fiscal
2010 audited is currently incomplete, the information as presented
by the County has been verified by the State.  Since fiscal year
2007, pledged revenues declined by 19% in fiscal 2008, 5% in
fiscal 2009, and 15% to $429,000 in fiscal 2010, per unaudited
results, yielding a corresponding decrease in coverage.  In fiscal
2007, pledged revenue reached $658,000 providing debt service
coverage of 1.47 times.  In fiscal 2010, unaudited pledged
revenues declined to $429,000 providing an insufficient coverage
of 0.96 times and a weak 0.62 times coverage for the maximum
annual debt service (April 1, 2031).  Through February 2011,
collections have improved 3% from the same period in the previous
year.  Assuming collections remain on target, debt service
coverage would improve to a still inadequate 0.98 times for fiscal
2011.  If pledged revenues increase at the rate of 3% annually,
average annual debt service coverage over the lifetime of the
bonds will reach a narrow 1.03 times coverage.

Since establishment of the pledged sales tax in 2006, revenues
have averaged a 13% decline annually.  Assuming no future declines
in revenue, debt service reserves will draw down to $11,000
October 1, 2020.  Under these circumstances, Moody's estimates
recovery at this time to be approximately 67%.  With a liberal
assumption of 2% growth annually in pledged revenues, debt service
reserves will be depleted April 1, 2027 and recovery will improve
to approximately 95%, per Moody's calculation.  Also, per Moody's
calculation, annual growth must average a minimum of 2.475% to
prevent any future default payment.

Moderate Special Tax Debt Burdens, With No Additional Long Term
                           Debt Plans

On November 1, 2006, the Authority issued Sales Tax Revenue Bonds
Series 2006 B (Privately placed and unrated), with a principal
amount of $2 million to provide funds for design, construction,
and furnishing the Haskell County Jail and Criminal Justice
Facility.  Management has not developed a capital improvement plan
and reports no additional capital needs over the next five years.
No additional bonds can be issued on parity with this debt as the
additional bonds test of 1.25 times maximum annual debt service
coverage was not met in fiscal 2010, per unaudited numbers.
Moody's believes that additional debt or long term obligations
without an increase in revenues will place additional negative
pressure on the rating.

                What Could Make The Rating Go -- Up

-A sustained trend of increases in pledged revenues that produce
coverage at or above 1.25 times

-Substantial taxable value growth

               What Could Make The Rating Go -- Down

  -- Reductions in reserves available for jail operations
  -- Depletion of the Debt Service Reserve Fund
  -- Further declines in pledged revenues in the near term
  -- Contraction in the tax base coupled with population loss

Key Statistics:

  -- Population (estimate) - 12,059

  -- 2010 full value - $391 million

  -- Full value per capita - $32,442

  -- FY 2010 (unaudited) General Fund cash - $429,000 (10.6% of
     General Fund revenues)

  -- Unemployment (December 2010) - 6.9%

  -- MADS coverage - 0.62 times

  -- 2010 coverage - 0.96 times

  -- Average annual pledged revenue change (FY 2006 - 2010) - (-
     13%)


HAWKER BEECHCRAFT: W. Boisture to be Paid $90,090 Add'l Incentive
-----------------------------------------------------------------
On March 10, 2011, the Compensation Committee of the Board of
Directors of Hawker Beechcraft, Inc., the parent company of Hawker
Beechcraft Acquisition Company, LLC and Hawker Beechcraft Notes
Company, determined to pay Mr. W. W. Boisture, Jr., an additional
amount of $90,090 due to a computation error that was made in
connection with calculating his 2010 Management Incentive Plan
payment which was made on Feb. 24, 2011.

                      About Hawker Beechcraft

Headquartered in Wichita, Kansas, Hawker Beechcraft Acquisition
Company, LLC -- http://www.hawkerbeechcraft.com/-- is a leading
designer and manufacturer of business jet, turboprop and piston
aircraft.  The Company is also the sole source provider of the
primary military trainer aircraft to the U.S. Air Force and the
U.S. Navy and provide military trainer aircraft to other
governments.  The Company has a diverse customer base, including
corporations, fractional and charter operators, governments and
individuals throughout the world.  The Company provides parts,
maintenance and flight support services through an extensive
network of service centers in 32 countries to an estimated
installed fleet of more than 37,000 aircraft.

The Company reported a net loss of $304.3 million on
$2.805 billion of total sales for the year ended Dec. 31, 2010,
compared with a net loss of $451.3 million on $3.198 billion of
total sales during 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$3.212 billion in total assets, $3.426 billion in total
liabilities, and a deficit of $214.4 million.

                          *     *     *

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service and a 'CCC+'
long-term corporate credit rating from Standard & Poor's Ratings
Services.


HOVNANIAN ENTERPRISES: Registers Tangible Units With NYSE
---------------------------------------------------------
Hovnanian Enterprises, Inc. registered its 7.25% Tangible Equity
Units with The New York Stock Exchange pursuant to Section 12(b)
or (g) of the Securities Exchange Act of 1934.

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

The Company's balance sheet at Jan. 31, 2011 showed $1.67 billion
in total assets, $2.07 billion in total liabilities and a
$401.29 million total deficit.

                           *     *     *

Hovnanian has an Issuer Default Rating of 'CCC' from Fitch
Ratings. Fitch said in February 2011, "While
Fitch expects somewhat better prospects for the housing industry
this year, the Rating Outlook for HOV remains Negative given the
challenges still facing the housing market, which are likely to
meaningfully moderate the early stages of this recovery, and the
company's still substantial debt position and high leverage."

Hovnanian has a 'Caa1' corporate family rating from Moody's.
Moody's said in January 2011 that the rating reflects Moody's
expectation that Hovnanian's cash flow generation, which became
negative in fiscal 2009 and turned positive but remained weak in
fiscal 2010, will be followed by another year of cash burn in
fiscal 2011, as the company ramps up its lot purchases without any
significant offset from earnings.

Hovnanian carries a 'CCC+' corporate credit rating from Standard &
Poor's.


INN OF THE MOUNTAIN: Suspends Filing of Reports with SEC
--------------------------------------------------------
Inn of the Mountain Gods Resort and Casino last month filed a
Notice on Form 15 of its suspension of duty to file reports under
Section 15(d) of the Securities Exchange Act of 1934.  The Company
filed the notice as the number of holders of record of its
securities has been reduced to 157, which is under the 300
threshold.

                   About IMG Resort and Casino

Headquartered in Mescalero, New Mexico, Inn of the Mountain Gods
Resort and Casino and subsidiaries is an unincorporated business
enterprise of the Mescalero Apache Tribe.  The Company was
established April 30, 2003, and manages and owns all resort, hotel
and gaming enterprises of the Tribe including the Inn of the
Mountain Gods Resort and Casino, a gaming, hotel and resort
complex opened on March 15, 2005, and its wholly-owned
subsidiaries.  The Resort, which opened for commercial business on
March 15, 2005, is located on tribal land in Mescalero, New
Mexico.

IMG Resort and Casino filed on January 10, 2011, its annual report
on Form 10-K for the fiscal year ended Sept. 30, 2010.  BDO USA,
LLP, in Las Vegas, Nevada, expressed substantial doubt about IMG
Resort and Casino's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses, negative cash flows, has negative working capital,
accumulated deficits, and negative equity.

The Company's balance sheet at Sept. 30, 2010, showed
$204.5 million in total assets, $261.8 million in total
liabilities, and a stockholders' deficit of $57.3 million.

                        Defaulted Notes

As reported by the Troubled Company Reporter, IMG Resort and
Casino issued $200.0 million of the Notes on November 3, 2003.
According to the Company's regulatory filing, the Notes matured
on November 15, 2010.  The Company has not made the scheduled
$12.0 million interest payments on the Company's Notes since
November 15, 2008.  Under the terms of the Indenture, the Company
had a 30-day grace period with respect to each interest payment
but did not make these payments.  Failure to make the May 15,
2009, November 15, 2009 and May 15, 2010 interest payments on or
before June 15, 2009, December 15, 2009 and June 15, 2010,
respectively, constituted separate events of default under the
Indenture.  Upon the occurrence of an event of default, the
trustee or holders of at least 25% of the outstanding principal
amount of the Notes could declare all of the Notes immediately due
and payable.  The fair value of the Notes were roughly $82.0
million at June 30, 2010.


INNKEEPERS USA: Court Approves Commitment Letter
------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Innkeepers USA Trust's motion for an order (I) authorizing the
Debtors to enter into the commitment letter with Five Mile Capital
II Pooling REIT LLC, Lehman ALI Inc., and Midland Loan Services,
(II) approving the New Party/Midland Commitment between the
Debtors and Midland Loan Services, (III) approving bidding
procedures (IV) approving bid protections (V) authorizing an
expense reimbursement in an amount not to exceed $500,000 for the
stalking horse candidate (VI) modifying cash collateral order to
increase the expense reserve from $4.5 million to $16.5 million.

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

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


INNOVATIVE COMPANIES: Plan Admin. Wants More Time for Final Decree
------------------------------------------------------------------
Peter A. Furman of Getzler Henrich & Associates LLC, as the court
appointed plan administrator of Old TIC LLC, fka The Innovative
Companies LLC and its debtor-affiliates, asks the U.S. Bankruptcy
Court for the Eastern District of New York to extend, until
May 27, 2011, the time:

   i) to file an application and proposed order for final decree,
      and

  ii) for PricewaterhouseCoopers LLP and Foster & Foley PC to
      submit final fee requests.

The plan administrator tells the Court that the Debtors are still
in the process of winding up their respective estates in 2010,
there is a need to prepare and file tax returns for this time
period, so that the related retained professionals have not yet
completed these tasks.  The plan administrator says it will not be
in a position to file an application for a final decree by the
current deadline which is March 28, 2011.

A hearing is set for March 22, 2011, at 11:00 a.m., to consider
approval of the extension request.

Moritt Hock & Hamroff LLP represents the plan administrator.

                 About The Innovative Companies LLC

Headquartered in Hauppauge, New York, The Innovative Companies LLC
and its affiliates filed for Chapter 11 protection on April 17,
2009 (Bankr. E.D.N.Y. Lead Case No. 09-72669).  Leslie A. Berkoff,
Esq., at Moritt Hock Hamroff Horowitz LLP, represents the Debtors
in their restructuring efforts.  David M. Banker, Esq., at
Lowenstein Sandler PC, serves as counsel to the Official Committee
of Unsecured Creditors.  In its petition, the Company estimated
between $10 million and $50 million each in assets and debts.

The Debtor's Chapter 11 plan was confirmed on Oct. 28, 2010.  The
Plan contemplates utilizing cash on hand well as the proceeds of
the various sales and other liquidations to pay off creditors.


ISLAND ONE: Plan Confirmation & Sale Hearing Set for April 20
-------------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida sets to April 20, 2011, at 10:15 a.m.,
the hearing on the approval of the sale of the assets of Island
One, Inc., and its debtor affiliates and the confirmation of the
Debtors' plan of reorganization and its accompanying disclosure
statement.

The Court also sets this timeline for events and exclusivity in
the Island One cases:

                Event                           Proposed Date
                -----                           -------------
   Letter of Interest Deadline                  Feb. 24, 2011

   Bid Deadline                                 March 4, 2011

   Evaluation of Qualifying Bids Deadline       March 8, 2011

   Debtors conduct and complete the Auction     March 10, 2011

   Deadline for the prevailing bidder and
   back-up bidder to complete and execute
   the necessary documents to consummate
   the transaction                              March 14, 2011

   Exclusivity Deadline for Debtors to file
   amended joint plan and disclosure
   statement                                    March 17, 2011

   Deadline for return of deposits to
   bidders who are not selected as either
   the prevailing or back-up bidder             March 17, 2011

   Deadline of Debtors' Exclusivity for
   Acceptance                                   April 20, 2011

   Sale/Confirmation Hearing                    April 20, 2011

                         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, filed for Chapter 11
bankruptcy protection on September 10, 2010 (Bankr. M.D. Fla. Case
No. 10-16189).  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: Can Continue Using Cash Collateral Until April 20
-------------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida extended Island One, Inc., and its
debtor affiliates' use of cash collateral until 5:00 p.m. (ET) on
April 20, 2011.

As a condition to Texton Financial Corporation and Liberty Bank,
N.A.'s consent to the Debtor's use of their Cash Collateral, the
Debtors will effectuate a sale and confirmation timetable for the
sale of the equity interests in the Debtors, and all or some of
the Debtors' assets:

                Event                           Proposed Date
                -----                           -------------
   Receive additional letters of interest
   from interested parties for the purchase
   and sale of the equity/assets of the
   Debtors                                      Feb. 24, 2011

   Bid Deadline                                 March 4, 2011

   Evaluation of Qualified Bids                 March 8, 2011

   Debtors conduct and complete the auction     March 10, 2011

   File Amended Plan and Disclosure Statement   March 17, 2011

   Plan confirmation hearing                    April 20, 2011

The Debtors are also required to continue the employment and role
of Mackinac Partners as their "Chief Sale Officer."

                         About Island One

Orlando, Florida-based Island One, Inc., filed for Chapter 11
bankruptcy protection on September 10, 2010 (Bankr. M.D. Fla. Case
No. 10-16177).  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, 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.


JARDEN CORPORATION: Moody's Puts 'Ba1' Rating on $1.25 Bil. Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Jarden
Corporation's proposed $1.25 billion senior secured credit
facility ($250 million revolver, $500 million term loan A and
$500 million term loan B).  At the same time, Moody's affirmed all
of Jarden's other ratings (Ba3 CFR and PDR, Ba3 senior unsecured
notes, B2 senior subordinated notes and SGL-1 Speculative Grade
Liquidity Rating).  The outlook remains stable.  The rating on the
existing secured credit facility will be withdrawn upon closing of
the new credit facility.

Proceeds from the new credit facility and cash will be used to
refinance the existing $1,062 million senior credit facility and
for general corporate purposes.  Term loan A matures in March 2016
and has increasing annual amortization payments with 50% due at
maturity.  Term loan B matures in March 2018 and amortizes 1% a
year with a bullet due at maturity.  The revolver expires in 2016
and allows for borrowings in both US dollars and Euros.

"The establishment of the new senior secured credit facility is
essentially a leverage neutral event, but improves Jarden's debt
maturity profile by extending $100 million that was due in 2013 to
2016 and extends $500 million to 2018 that was due in 2015," said
Kevin Cassidy, Senior Credit Officer at Moody's Investors Service.
"While Moody's think Jarden had a strong liquidity profile even
without this new credit facility, increasing the revolver by
$100 million to $250 million and extending the maturity dates just
further improves liquidity," Cassidy added.

                        Rating Rationale

The Ba3 Corporate Family Rating reflects the company's significant
and increasing scale, its leading market position in various niche
branded consumer products, diverse product portfolio, broad and
expanding geographic diversification, and its strong liquidity
profile.  The Corporate Family Rating also reflects the
acquisitive nature of the company and its propensity to increase
shareholder returns despite having relatively high financial
leverage at over 5 times.  The rating is constrained by the
continued uncertainty in discretionary consumer spending,
especially for low and middle income consumers, increasing raw
material prices and global macro-economic concerns, highlighted by
oil currently around $100 a barrel and increasing gas prices.

The stable outlook reflects Moody's view that Jarden will grow
organically between 3-5% in the near to mid-term while maintaining
EBITA margins of around 9% or better (currently 9.2%).  The
outlook also reflects Moody's assumption that the economic
stresses in Europe and the Middle East will not materially impact
Jarden's international businesses.  Moody's also assumed that
Jarden does not pursue debt funded shareholder returns as is its
expectation that debt/EBITDA will be reduced to below 5 times by
the end of 2011.

A downgrade is not likely in the near term.  However, a material
debt funded acquisition or an unexpected significant shock to the
economy could result in a downgrade.  Additionally, a
deterioration in any of these credit metrics could prompt a
downgrade: 1) debt/EBITDA sustained over 5.5 times, 2) low single
digit operating margins, 3) low single digit retained cash
flow/adjusted debt percentages, or 4) the repeated consumption of
cash.  A non-strategic acquisition could also prompt a downgrade.

An upgrade could occur if Jarden moderates its acquisition
appetite and its credit metrics significantly improve from their
current levels.  For example, debt/EBITDA (currently over 5 times)
would need to be below 4 times and EBITA margins (currently under
10%), would need to be in the double digits.

Ratings assigned:

  -- $500 million Term Loan A due March 2016 at Ba1 (LGD 2, 18%);

  -- $500 million Term Loan B due March 2018 at Ba1 (LGD 2, 18%);

  -- $250 million revolving credit facility expiring March 2016 at
     Ba1 (LGD 2, 18%);

Ratings affirmed / LGD assessments revised:

  -- Corporate Family Rating at Ba3;

  -- Probability of Default Rating at Ba3;

  -- $650 million senior subordinated notes at B2 (LGD 5, 83% from
     82%);

  -- $472 million senior subordinated notes at B2 (LGD 5, 83% from
     82%);

  -- $300 million Senior Unsecured Notes at Ba3 (LGD 4, 51% from
     50%);

  -- $293 million senior unsecured notes at Ba3 (LGD 4, 51% from
     50%);

  -- Speculative grade liquidity rating at SGL 1

The last rating action was on November 2, 2010, when Moody's rated
the $300 million unsecured notes Ba3, downgraded the senior
subordinated notes to B2 and affirmed all other ratings, including
the Ba3 CFR and PDR.

Jarden Corporation is a manufacturer and distributor of niche
consumer products used in and around the home.  The company's
primary segment include Consumer Solutions (which distributes
kitchen appliances, and home vacuum packaging systems), Branded
Consumables (which distributes playing cards, arts and crafts,
plastic cutlery and firelogs), and Outdoor solutions (which
distributes a variety of outdoor leisure products under the K2,
PureFishing, Coleman and Campingaz brands).  Headquartered in Rye,
NY the company reported net sales of approximately $6 billion for
the year ended Dec. 31, 2010.


KE KAILANI: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Ke Kailani Development LLC files with the U.S. Bankruptcy Court
for the District of Hawaii its schedules of assets and
liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property               $43,000,000
B. Personal Property              $573,092
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                               $26,114,860
E. Creditors Holding
    Unsecured Priority
    Claims                                          $833,153
F. Creditors Holding
    Unsecured Non-priority
    Claims                                        $1,190,753
                                -----------      -----------
       TOTAL                    $43,573,092      $28,138,767

                   About Ke Kailani Development

Honolulu, Hawaii-based Ke Kailani Development, LLC, is a company
formed by ex-Home Box Office Chief Executive Michael Fuchs that
planned to develop a $100 million luxury home subdivision on the
Big Island.  The Company sought Chapter 11 protection (Bankr. D.
Hawaii Case No. 11-00019) on Jan. 5, 2011.  Gary Victor Dubin,
Esq., at Dublin Law Offices, in Honolulu, represents the Debtor.
The Debtor estimated assets and debts of $10,000,001 to
$50,000,000 in its Chapter 11 petition.

The bankruptcy filing listed an affiliate of Texas-based Hunt Cos.
as the largest creditor, at $22 million, The AP relates.


KV PHARMACEUTICAL: Releases Patience Assistance Prgm for Makena
---------------------------------------------------------------
K-V Pharmaceutical Company, along with its branded subsidiary,
Ther-Rx Corporation, announced the details of its patient
assistance program for MakenaTM -eligible patients.  Makena will
be available for prescribing the week of March 14.

"Prior to FDA approval of Makena, women who could benefit from
therapy may have faced barriers to access due to the absence of a
commercially-available, FDA-approved product," said Greg Divis,
Chief Executive Officer, K-V Pharmaceutical Company and President,
Ther-Rx Corporation.  "We established this comprehensive patient
assistance program as part of our commitment to ensure that all
eligible women have access to FDA-approved Makena."

The patient assistance program for Makena covers both uninsured
and insured patients, and is based on income eligibility
requirements.  The program has been designed with the following
guidelines in place:

     * Insured patients with annual household incomes of up to
       $100,000 who apply for and are eligible for copay
       assistance will have a copay of $20 or less per injection
       for Makena.

     * Uninsured patients with annual household incomes of up to
       $60,000 who apply for and are eligible for patient
       assistance will receive Makena at no cost.  Uninsured
       patients with annual household incomes between $60,000 and
       $100,000 will be able to acquire Makena at a cost that is
       comparable to the average copay assigned by commercial
       insurance plans.

The patient assistance program is available as part of the
services provided by the Makena Care ConnectionTM, a comprehensive
program for patients and healthcare providers that provides
administrative, financial, and treatment support for Makena in one
single point of contact.  Because specialty injectable products
like Makena are not typically carried by retail pharmacies, the
prescription process for Makena will be managed by this dedicated
customer support center.  The services designed to support therapy
for patients include:

     * Administrative support including insurance benefit
       investigation and prescription fulfillment.

     * Financial and co-pay assistance for eligible insured and
       uninsured patients with annual household incomes of less
       than $100,000.

     * Coordination of treatment support including educational
       information, home health care service and scheduled
       treatment reminders.

"Ther-Rx recognizes the importance of ensuring that the process of
prescribing and obtaining Makena be as easy as possible for
healthcare providers and patients," said Divis.  "We look forward
to providing our customers with an outstanding level of support
for Makena."

The Makena Care Connection is available by calling 1-800-847-3418.
Hours of operation are 8 a.m. to 9 p.m. EST, Monday-Friday.

Makena was granted orphan drug designation by the FDA, which is
given to treatments that target conditions with an estimated
patient population of fewer than 200,000 patients per year.  To
view the Makena Prescribing Information, please visit
http://www.kvpharmaceutical.com/pdf/Makena_PI.pdf.

                     About Ther-Rx Corporation

Ther-Rx Corporation is committed to advancing the health of women
across all the stages of their lives.  To help ensure patients are
educated about their health care, Ther-Rx collaborates with
leading patient advocacy groups and professional organizations who
share this common mission of advancing women's health.

                  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.


LAUREATE EDUCATION: Moody's Assigns 'B1' Rating to Senior Loan
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Laureate
Education, Inc's proposed credit agreement, consisting of a
$300 million senior secured revolving credit facility due 2016 and
a $1.295 billion senior secured term loan due 2018.  Concurrently,
Moody's affirmed the company's B2 corporate family rating, B2
probability-of-default rating, and its various debt ratings.

Ratings assigned:

  -- Proposed $300 million senior secured revolving credit
     facility due 2016 at B1 (LGD3, 43%);

  -- Proposed $1.295 billion senior secured term loan due 2018 at
     B1 (LGD3, 43%).

Ratings affirmed:

  -- Corporate Family Rating at B2;

  -- Probability-of-Default Rating at B2;

  -- $260 million 10% senior unsecured notes due 2015 at Caa1
     (LGD5, 84%).  Point estimate revised from (LGD5, 83%);

  -- $511 million 10.25%/11% senior unsecured PIK toggle notes due
     2015 at Caa1 (LGD5, 84%).  Point estimate revised from (LGD5,
     83%);

  -- $286 million 11.75% senior subordinated notes due 2017 at
     Caa1 (LGD6, 95%).  Point estimate revised from (LGD6, 94%).

Ratings to be withdrawn at transaction completion:

  -- Senior secured revolving credit facility due 2013 at B1
     (LGD3, 43%);

  -- Senior secured term loan due 2014 at B1 (LGD3, 43%);

  -- Delayed draw term loan due 2014 at B1 (LGD3, 43%).

                        Ratings Rationale

Proceeds from the proposed credit agreement will primarily be used
to refinance the existing credit agreement and reduce revolving
credit facility borrowings.  Moody's favorably views the
transaction to the extent it improves the company's debt maturity
profile and enhances liquidity.  The affirmation of the ratings
reflects Laureate's solid enrollment trends and improved operating
income, but also considers its high financial leverage and
expectations for modest free cash flow generation due to high
levels of discretionary capital spending.

Laureate's B2 corporate family rating reflects its high leverage
of about 6.0 times based on debt to EBITDA through the twelve
months ended Sept. 30, 2010 (including Moody's standard analytical
adjustments), aggressive acquisition activity, ongoing earnings
volatility largely related to non-operational items, vulnerability
to interest rate and currency fluctuations although recognizing
the company's efforts to manage these risks, some institution-
specific issues that have impacted profitability in recent years,
and challenges related to the Department of Education's proposed
gainful employment regulations.  However, the rating is supported
by the company's prominent market position in the international
for-profit, post-secondary education space, solid enrollment
growth supported by the breadth of its presence in multiple
geographies (many of which are growing), continuing successful
execution on its growth-oriented strategy, favorable industry
fundamentals, and expectation for positive GDP growth in most of
the countries it operates, which should support positive
enrollment trends.  Although Moody's views Laureate's pro forma
liquidity profile as good given its significant unrestricted cash
balance and available capacity under its revolving credit
facility, there are calls on cash in the form of minority put
arrangements and mandatory debt payments.

The stable outlook reflects Moody's expectation that Laureate will
continue to sustain solid revenue growth in excess of 10%,
increase its earnings, and improve its operating margins such that
debt to EBITDA is reduced below 5.5 times (including Moody's
standard analytical adjustments) over the next year.  The rating
also reflects Moody's expectation that the company will continue
to generate modest positive free cash flow and that any
acquisition activity will be within expectations.

The rating is restrained by modest cash flow generation and weak
return on assets.  However, to the extent Laureate can improve its
margin profile and return on assets, sustain a free cash flow to
debt in excess of 5.0%, demonstrate continued profitable
enrollment growth, and sustainably reduces financial leverage
below 5.0 times, this could result in positive ratings pressure.

The ratings or outlook could be pressured if weaker than expected
growth in enrollments, and/or a significant ramp-up in debt
financed acquisition activity results in debt to EBITDA exceeding
6.5 times or EBITDA less capex declining to 1.0 times.  Sustained
negative free cash flow and/or reduced cushion under financial
covenants could also pressure the ratings.

The ratings are subject to the conclusion of the transactions, as
proposed, and Moody's review of final documentation.

Laureate Education, Inc. is based in Baltimore, Maryland, and
operates a leading international network of accredited campus-
based and online universities with more than 50 institutions in 21
countries, offering academic programs to over 550,000 students
through over 100 campuses and online delivery.  Laureate had
revenues of approximately $2.7 billion in the twelve months ended
Sept. 30, 2010.


LEHMAN BROTHERS: Goldman Sachs to File Competing Plan for Lehman
----------------------------------------------------------------
Goldman Sachs Group Inc., seeking to get more money from bankrupt
Lehman Brothers Holdings Inc., may propose a liquidation plan for
the defunct company that would compete with two rival plans,
David McLaughlin and Linda Sandler said in a March 10 Bloomberg
News report, citing John Beiers, chief deputy county counsel for
San Mateo County in California, and another creditor who declined
to be named because the discussions were in private.

As of March 15, there are two rival plans of reorganization filed
in the Chapter 11 cases of LBHI and its debtor affiliates.  The
first plan was filed in December 2010 by a group of bondholders
led by hedge fund Paulson & Co. and California Public Employees'
Retirement System.  The second plan was filed by the Debtors in
March last year and amended in late January this year.

"This really gets under my skin because it is yet another example
of big banks taking a position that adversely impacts taxpayers
and Main Street," Mr. Beiers said in a phone interview with
Bloomberg, referring to the potential plan from Goldman Sachs.

Goldman Sachs has been buying claims of another Lehman unit and
met with Lehman recently to outline its proposal, the report
said, citing the other creditor.  Lehman opposes Goldman Sachs's
challenge, the person said, according to Bloomberg.

Goldman Sachs has filed a $2.5 billion claim against Lehman
Brothers Special Financing for derivatives transactions.  Goldman
filed duplicate claims against LBHI based on guarantees issued by
Lehman Brothers Inc.  Goldman Sachs has also actively trades
Lehman claims, according to court filings, the report noted.

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Executives May Escape Prosecution Over Repo Deals
------------------------------------------------------------------
A government investigation into the collapse of Lehman Brothers
Holdings Inc. has hit several snags that officials begin to doubt
if the company's executives could ever face civil or criminal
charges, according to a March 12, 2011 report by The Wall Street
Journal.

Officials at the U.S. Securities and Exchange Commission have
begun to doubt if they can prove that Lehman violated U.S. laws
by using the so-called repo transaction to move as much as $50
billion in assets off its balance sheet.

The repo transaction is an artificial sale and buy-back deal that
enabled Lehman to hide billions of debts from regulators and
allowed the company to look healthier when it reported quarterly
financial data.  The accounting move, while controversial, is not
necessarily illegal.

A decision on whether to bring civil charges has not yet been
reached so far although new evidence still could emerge, the
Journal reported, citing people close to the investigation.

The SEC has not yet issued a Wells notice to Lehman's auditor,
Ernst & Young LLP, which had concluded that the accounting in the
Repo 105 transactions was acceptable, the people said.

Wells notices are a formal signal that the SEC's enforcement
officials have decided they might file civil charges against the
recipient.

On the other hand, SEC officials generally have concluded that
the transactions were consistent with accounting standards, the
Journal said.  They are not also convinced that Lehman
shareholders suffered material harm, according to people familiar
with the matter.

If SEC officials decide not to take enforcement action against
Lehman executives, they likely would escape criminal prosecution
too, the Journal related.  The Justice Department "tends to
follow the SEC's lead in these complex financial cases, so
reluctance to pursue civil charges generally means the federal
agencies won't take a criminal case," according to Elizabeth
Nowicki, a former SEC lawyer and an associate professor at New
Orleans-based Tulane University School of Law.

A spokeswoman for the Justice Department declined to comment on
Lehman but said in a statement the agency will pursue justice if
it finds evidence of criminal conduct by Wall Street financiers,
lawyers or accountants, the Journal reported.

A SEC spokesman also refused to comment.

Meanwhile, Ernst & Young said in a statement that it stands
"behind our work on the Lehman audit and our opinion that
Lehman's financial statements were fairly stated in accordance
with the U.S. accounting standards that existed at the time."
Ernst & Young also said that it would vigorously defend itself in
court.

Ernst & Young is facing fraud charges filed in December by the
New York attorney general for allegedly giving clean opinions on
Lehman's financial statements even though they concealed massive
repo transactions instead of exposing the accounting fraud.

The attorney general's office, however, may face a high hurdle as
it will likely have to prove Ernst & Young never properly
disclosed the transactions and gamed the rule for the sole
purpose of making Lehman appear less risk-laden.  Rules that
require more disclosure about financial assets and limit repo
accounting have changed only since Lehman's bankruptcy, according
to a March 14, 2011 report by The Journal.

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Proposes to Sell Stake in Quadrant Structured
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc.
seek authority from Judge James Peck of the U.S. Bankruptcy Court
for the Southern District of New York to sell their 80,000 voting
participating shares in Cayman Island-based Quadrant Structured
Products Company Ltd. for $90 million.

Quadrant Structured, a credit derivatives product company, was
formed by LBHI and Magnetar MQ Ltd. in 2007 to engage in the
business of selling credit protection in the form of credit
default swaps.

LBHI received the Quadrant Structured shares, which represents
20% equity stake in the credit derivatives product company, in
return for an investment of $80 million.  Magnetar holds 80%
stake of Quadrant Structured for its $320 million investment.

Under the deal, the proceeds of the sale will be paid to and held
by LBHI and LCPI jointly, pending determination of the rights of
each company to the proceeds.

The proceeds will be deposited in an escrow until the closing of
the sale.  If the purchase agreement is terminated, the proceeds
will be returned to Quadrant Structured.

The purchase agreement also requires the Lehman units, Magnetar
and Quadrant Structured to release each other from claims, which
stemmed from the Lehman units' ownership of interests in the
credit derivatives product company.

The terms of the sale are contained in a 21-page purchase
agreement, a full-text copy of which is available without charge
at http://bankrupt.com/misc/LBHI_QuadrantSale.pdf

The Court will hold a hearing on March 23, 2011, if it receives
objections to the proposed sale.  The deadline for filing
objections is March 16.

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Has LB Bankhaus Note Purchase Agreements
---------------------------------------------------------
Lehman Brothers Holdings Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York of two note
purchase agreements between the company and Dr. Michael C. Frege,
the administrator of Lehman Brothers Bankhaus Aktiengesellschaft.

LBHI entered into the agreements to purchase the $1.543 billion
worth of notes from LB Bankhaus for $957 million.

LB Bankhaus acquired those notes from LBHI's brokerage firm,
Lehman Brothers Inc., under a repurchase agreement.  The notes
were issued by special purpose vehicles and are secured by real
estate and commercial loans sold or participated by LBHI and its
affiliated debtors to the issuers including SASCO 2008-C2 Ltd.,
Spruce CCS Ltd., and Verano CCS Ltd.

Under the deal, LBHI agreed to purchase LB Bankhaus' interest in
the notes issued by Spruce and Verano for $332 million, and its
interest in the notes issued by SASCO for $625 million, subject
to an increased payment of $100 million under certain post-
closing conditions.

LB Bankhaus currently owns 70.7% of the SASCO notes and 100% of
the mezzanine notes issued by the two other SPVs.

LBHI also agreed under the deal that LB Bankhaus will have an
allowed general unsecured claim in the sum of $273 million on
account of the notes in consideration for the big discount on the
purchase price.

Full-text copies of the note purchase agreements are available
without charge at:

  http://bankrupt.com/misc/LBHI_NPASasco.pdf
  http://bankrupt.com/misc/LBHI_NPASpruce&Verano.pdf

"Considerable value could be realized by purchasing the notes
held by LB Bankhaus pursuant to the note purchase agreements at a
$586 million discount to the principal amount outstanding," says
LBHI's lawyer, Richard Krasnow, Esq., at Weil Gotshal & Manges
LLP, in New York.

Mr. Krasnow further says that LBHI would be a strategic purchaser
of the notes held by LB Bankhaus because the acquisition would
enable the company, together with Lehman Commercial Paper Inc.,
to control 100% of the capital structures of the issuers and to
unwind or dissolve those issuers.

Both LBHI and LCPI already hold a significant position in the
capital structures of the issuers.

LBHI currently owns 94.7% and 100% of the senior notes issued by
Spruce and Verano, respectively.  Meanwhile, LCPI owns 5.3% of
senior notes and 100% of subordinated notes issued by Spruce, and
100% of subordinated notes issued by Verano.  It also owns 29.3%
of notes and 100% of preferred interests in SASCO.

Mr. Krasnow further says that maximum value can only be achieved
through active management of the real estate and commercial loans
but such management is impeded or made difficult by the issuers'
ownership of those loans and LB Bankhaus' ownership of the notes.

                   Plan Settlement Agreement

The note purchase agreements, and in particular, the purchase
price for the notes held by LB Bankhaus, are directly related to
a settlement agreement dated March 1, 2011, among LBHI, the
company's affiliates, and the LB Bankhaus administrator.  The
agreement primarily provides for the settlement of claims among
the companies.

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

Over the past two years, LBHI, its affiliated debtors, and LB
Bankhaus have been in talks to resolve their inter-company
claims, resulting in the execution of the March 1 agreement.

The talks focused significantly on that portion of LB Bankhaus'
claim against LBHI, which is based on the Security & Collateral
Agreement they entered into on August 15, 2002.  Pursuant to the
SCA, LBHI agreed to post cash collateral to LB Bankhaus with
respect to any losses suffered by the latter if either an asset
decreases in value below a certain level or a borrower fails to
make a payment when due and payable.

The notes held by LB Bankhaus are among the assets covered by the
SCA.  Accordingly, a portion of LB Bankhaus' claim under the SCA
relates to those notes and stems from the shortfall in value that
the bank suffers on account of those notes.  As this shortfall
increases, that portion of the SCA claim that relates to the
notes increases and vice-versa.  Absent a sale of the notes, LBHI
and LB Bankhaus must agree on a valuation of the notes to
determine the allowed amount, if any, of LB Bankhaus' SCA claim.

LBHI has concluded that there is considerable value in the real
estate and commercial loans that secure the notes and, therefore,
considerable value in the notes themselves.  Consequently, in the
context of the negotiations over the SCA claim, LBHI concluded
that if the company and LB Bankhaus could agree on a price that
is fair and reasonable with respect to the notes held by the
bank, it would be beneficial for the company to purchase the
notes.

In this context, LBHI and LB Bankhaus have agreed on the $957
million purchase price for the notes.  LBH also agreed that LB
Bankhaus will have general unsecured claims in the sum of $10
million for the Spruce notes, $7 million for the Verano notes,
and $256 million for the SASCO notes.

Mr. Krasnow says LBHI is not yet seeking approval of the March 1
settlement agreement as well as the allowance of any claims
against its estate.  The settlement agreement, he says,
contemplates that LBHI will seek for its approval at a later date
in connection with the approval of the company's restructuring
plan.

Mr. Krasnow adds that the effectiveness of the March 1 settlement
agreement, however, is conditioned on the confirmation of LBHI's
restructuring plan that incorporates the terms of the settlement
agreement.

In a court filing, the Official Committee of Unsecured Creditors
has expressed support for the approval of the note purchase
agreements, saying it will maximize recoveries to the unsecured
creditors of LBHI and LCPI.

"Both the strategic benefit obtained by the Debtors from control
and management of the underlying assets and the favorable pricing
for the LB Bankhaus notes will bring significant value to the
Debtors' estates," says the Committee's lawyer, Dennis Dunne,
Esq., at Milbank Tweed Hadley & McCloy LLP, in New York.

The Court will hold a hearing on March 23, 2011, to consider
approval of the note purchase agreements.  The deadline for
filing objections is March 16.

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Proposes to Plan Confirmation Discovery Process
----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to implement procedures in connection with
discovery related to the confirmation of their Chapter 11 plan of
reorganization.

The Debtors earlier filed a revised restructuring plan, which
gives creditors better recoveries than their initial plan.  Under
the revised plan, creditors that hold senior unsecured claims
against LBHI would recover 21.4% of their claims, up from 17.4%
in the original plan.  LBHI's general unsecured creditors would
recover 19.8% of their claims, up from 14.7%.

Irwin Warren, Esq., at Weil Gotshal & Manges LLP, in New York,
says the proposed process would streamline the discovery process
and permit the Debtors to focus their efforts on operating their
businesses and moving their bankruptcy cases towards
confirmation.

"If the Debtors are unable to establish and implement a uniform
set of plan discovery procedures, [they] will be faced with a
logjam of duplicative, overlapping and extraordinarily burdensome
discovery requests and attendant motion practice at the very time
when they need to focus on one of the most critical aspects of
the Chapter 11 process," Mr. Warren says in court filings.

The proposed procedures generally provide for:

  (1) access to pertinent, non-privileged documents relating to
      Chapter 11 plans through a data repository maintained by
      the Debtors;

  (2) depositions of individuals who were involved in and
      familiar with, among other things, the formulation of the
      plan and the operations of the Global Lehman Enterprise;

  (3) consolidated discovery requests, both by and upon the
      Debtors, other Chapter 11 plan proponents and other
      interested parties and non-parties, to expedite the plan
      discovery process and ease the administrative burden on
      the Debtors of responding to multiple, duplicative
      requests;

  (4) protections and limitations on access to discovery
      materials that contain confidential or highly confidential
      information;

  (5) protection against inadvertent waiver of privileges,
      attorney work-product immunity and other legally
      cognizable privileges to foster access to pertinent
      materials without delay; and

  (6) a dispute resolution process which favors consensual
      resolution by the parties of disputes related to plan
      discovery but which provides for access to the Court.

A description of the proposed procedures is contained in the
proposed order, a full-text copy of which is available for free
at http://bankrupt.com/misc/LBHI__PlanDiscoveryProcess.pdf

The Court will hold a hearing on April 13, 2011, to consider
approval of the proposed plan discovery process.  The deadline
for filing objections is April 1.

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: To Recover $579-Mil. from ADR Process
------------------------------------------------------
Weil Gotshal & Manges LLP, Lehman Brothers' legal counsel, filed a
status report about the settlement of claims reached through the
alternative dispute resolution process.

The firm reported that in the past month, the Debtors served
eight more ADR notices, bringing the total number of notices
served to 110 on 136 counterparties.

The Debtors also reached settlement with counterparties in six
additional ADR matters, one as a result of mediation.  Upon
closing of those settlements, the Debtors will recover a total of
$579,197,537.

Of the 31 ADR matters that reached the mediation stage and
concluded, 28 were settled through mediation as of March 14,
2011.  Only three mediations were terminated without settlement,
the report said.

Thirteen more mediations are scheduled to be conducted for the
period March 16 to June 2, 2011, according to the report.

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEO ROBBINS: Surya Capital Acquires Inventory at Auction
--------------------------------------------------------
Working in association with Buxbaum Jewelry Advisors, New York-
based Surya Capital recently purchased the inventory of well-known
Philadelphia jeweler Robbins Diamonds' flagship store at a sealed
bid auction, according to a statement by BuxBaum released via
PRNewswire.  The inventory of loose diamonds and diamond jewelry
was valued at approximately $1.6 million at cost.

Leo Robbins & Sons, Inc., which operates under the Robbins
Diamonds name.  The company operated four stores, including the
flagship at Eighth and Walnut Streets in Philadelphia's Jewelers
Row district, and branches in Allentown, Pa.; Hamilton, N.J.; and
Newark, Delaware The Hamilton location was subsequently closed,
followed by closures of the flagship and Allentown stores last
month.  Robbins continues to operate the Newark superstore.

Based in Philadelphia, Pennsylvania, Leo Robbins & Sons Inc. filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Penn. Case No.
09-19403) on Dec. 6, 2009.  Judge Eric L. Frank presides over the
case.  Aris J. Karalis, Esq., at Maschmeyer Karalis P.C.,
represents the Debtors.  In their petition, the Debtors estimated
both assets and debts of between $1 million and $10 million.


LIBBEY INC: Reports $70.08 Million Net Income in 2010
-----------------------------------------------------
Libbey Inc. filed its annual report on Form 10-K reporting net
income of $70.08 million on $799.79 million of net sales for the
year ended Dec. 31, 2010, compared with a net loss of $28.78
million on $748.63 million of net sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$818.97 million in total assets, $807.70 million in total
liabilities and $11.27 million in total shareholders' equity.

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

              http://ResearchArchives.com/t/s?752b

                         About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

                          *     *     *

Libbey carries 'B' issuer credit ratings, with stable outlook,
from Standard & Poor's Ratings Services.

On Oct. 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.


LIFECARE HOLDINGS: Gets $287.5-Mil. New Credit Facilities
---------------------------------------------------------
According to a regulatory filing on Feb. 1, 2011, LifeCare
Holdings, Inc. and its parent company, LCI Holdco, LLC, entered
into a credit agreement and related security and guaranty
agreements for new senior secured credit facilities with JPMorgan
Chase Bank, N.A., as administrative agent and collateral agent,
J.P. Morgan Securities LLC, as joint lead arranger and sole
bookrunner, GE Capital Markets, Inc., as joint lead arranger,
General Electric Capital Corporation, as syndication agent, and
Bank of America, N.A. and Gleacher & Company, as co-documentation
agents.  The new senior secured credit facilities consist of (a)
an initial $257.5 million senior secured term loan and (b) a
senior secured revolving credit facility providing for borrowings
of up to $30 million.  The terms of the Credit Agreement also
provide that the Company has the right to request additional term
loan commitments of up to $50 million.  The lenders are not
required to provide such additional commitments, and any increase
in commitments is subject to several conditions precedent and
limitations specified in the Credit Agreement, including the
consent of the lenders holding a majority of outstanding loans and
undrawn commitments.  A full-text copy of the regulatory filing is
available for free at http://is.gd/Gsob4f

                      About LifeCare Holdings

Plano, Tex.-based LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- operates 19 hospitals
located in nine states, consisting of eight "hospital within a
hospital" facilities (27% of beds) and 11 freestanding facilities
(73% of beds).  Through these 19 long-term acute care hospitals,
the Company operates a total of 1,057 licensed beds and employ
approximately 3,200 people, the majority of whom are registered or
licensed nurses and respiratory therapists.  Additionally, the
Company holds a 50% investment in a joint venture for a 51-bed
LTAC hospital located in Muskegon, Michigan.

The Company's balance sheet at Sept. 30, 2010, showed
$472.5 million in total assets, $482.1 million in total
liabilities, and a stockholders' deficit of $9.6 million.

                           *     *     *

LifeCare Holdings carries "Caa1" corporate family and probability
of default ratings, with negative outlook, from Moody's Investors
Service and a 'CCC-' corporate credit rating, with negative
outlook from Standard & Poor's Ratings Services.

In November 2010, Standard & Poor's Ratings lowered its corporate
credit rating on LifeCare Holdings to 'CCC-' from 'CCC+'.  "The
downgrade reflects the imminent difficulty the company may
have in meeting its bank covenant requirements and the risk of it
successfully refinancing significant debt maturing in 2011 and
2012," said Standard & Poor's credit analyst David Peknay.  The
likelihood of a debt covenant violation is heightened by the
company's lack of appreciable operating improvement coupled with a
large upcoming tightening of is debt covenant in the first quarter
of 2011.  Additional equity by the company's financial sponsor may
be necessary to avoid a covenant violation.  Accordingly, S&P
believes the chances of bankruptcy have increased.


LOAN EXCHANGE: Seeks to Dismiss Chapter 11 Case
-----------------------------------------------
Loan Exchange Group, A California General Partnership, asks Hon.
Maureen Tighe of the U.S. Bankruptcy Court for the Central
District of California, San Fernando Valley Division, for an order
dismissing the case.

The case needs to be dismissed so that the first secured creditor,
Rubicon, can be paid in full and eliminate the pending foreclosure
status, Marc A. Duxbury, Esq., in Carlsbad, California, the
Debtor's counsel, told Hon. Tighe.

Section 1211(B)(1) of the Bankruptcy Code provides, among other
things, that the Court may dismiss or convert a Chapter 11 case
for cause, Mr. Duxbury noted.

The Debtor filed for Chapter 11 hoping to extend a foreclosure
sale of its one major asset to allow time for refinancing.  The
First Secured Creditor, Rubicon Financial, was set on a
foreclosure date, which led the Debtor to seek protection, Mr.
Duxbury related.

According to Mr. Duxbury, the principal problem in this matter has
been completing environmental reports and appraisal to secure
refinancing.  The Debtor currently has an investor willing to
replace the First Trust Deed, which will allow for dismissal of
the case, he informed Hon. Tighe.

Once dismissal is ordered, the Debtor can complete the necessary
transaction, Mr. Duxbury said.

                       About Loan Exchange

Loan Exchange Group, a California General Partnership, based in
Westlake Village, California, filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Calif. Case No. 10-23699) on Oct. 28,
2010.  The Debtor is represented by Marc A. Duxbury, Esq., who has
an office in Carlsbad, California.  The Debtor estimated its
assets and debts at $12,050,570 and $4,920,968.


LODGENET INTERACTIVE: Incurs $11.68 Million Net Loss in 2010
------------------------------------------------------------
LodgeNet Interactive Corporation filed its annual report on Form
10-K, reporting a net loss of $11.68 million on $452.17 million of
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $10.15 million on $484.49 million of total revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $444.00
million in total assets, $498.35 million in total liabilities and
$54.35 million in total stockholders' deficiency.

A full-text copy of the annual report on Form 10-K filed with the
U.S. Securities and Exchange Commission is available for free at:

                http://ResearchArchives.com/t/s?752c

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

                         *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LODGENET INTERACTIVE: Citigroup Global Is 7.2% Equity Owner
-----------------------------------------------------------
Citigroup Global Markets Inc., discloses that it beneficially owns
1,944,952 shares of the common stock of LodgeNet Interactive
Corporation as of Dec. 31, 2010.  The shares held represent
7.2% of the total shares outstanding.

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company's balance sheet at Sept. 30, 2010, showed
$454.88 million in total assets, $509.32 million in total
liabilities, and a stockholders' deficit of $54.44 million.

                         *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LOWER BUCKS: Working on Plan That Gives Control to New Owner
------------------------------------------------------------
Jo Ciavaglia at phillyBurbs.com reports that Lower Bucks Hospital
will likely emerge from bankruptcy without a new owner, according
to the hospital in paperwork recently filed with the U.S.
bankruptcy court seeking another time extension for its
restructuring plan.

"Although the debtors remain open to a potential sale of their
assets, they have concluded -- due to the results thus far of
their sale effort -- that a stand-alone plan of reorganization +
is in the best interest of all parties," attorneys for the Bristol
Township hospital wrote in a recent court paperwork, according to
PhillyBurbs.

According to the report, the request is the sixth since the
hospital filed for Chapter 11 last year.  It also is asking for
more time to present the plan exclusively to creditors for
consideration.  In February, the court granted the hospital its
fifth extension.  A week later, hospital attorneys filed for
another 60-day grace period -- until May 9 to file its plan and
until July 8 to pitch it to creditors without outside competition.

The court approved a bridge order, extending the hospital's plan
filing date to April 4, 2011, when another hearing is schedule to
consider the longer extensions.

Lower Bucks Hospital said it has worked "diligently" toward
"developing and refining" a business plan, which has been shared
with the committee and bond trustee, according to the hospital's
request.  The hospital recently revamped its governing board of
trustees and is in the process of obtaining necessary funding for
a standalone restructuring plan.

The Bucks County commissioners approved a plan that will allow the
Bucks County Redevelopment Authority to borrow $14 million to help
the hospital emerge from bankruptcy, according to PhillyBurbs.

Under the plan, the authority assumes possession of the hospital
property as collateral.  The hospital would then lease or buy back
the property as it repays the loan, using revenue from table games
at Bensalem's Parx Casino earmarked for the hospital in
Pennsylvania's gaming law.

The hospital has obtained the consent of its two unions -- Nursing
Association of Lower Bucks Hospital PASNAP and the International
Union of Operating Engineers, local 835 AFL-CIO -- regarding the
termination. It has also submitted a formal request to terminate
the plan.

                    About Lower Bucks Hospital

Bristol, Pennsylvania-based Lower Bucks Hospital is a nonprofit
hospital based in Bristol, Pennsylvania.  The Hospital is
currently licensed to operate 183 beds.  Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities.  The Hospital's emergency room serves
approximately 30,000 patients annually.  For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians also filed Chapter 11 petitions.  Jeffrey
C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP, assist
the Hospital in its restructuring effort.  Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent.  The
Hospital estimated $50 million to $100 million in assets and
$50 million to $100 million in liabilities as of the Chapter 11
filing.


LPATH INC: CEO Pancoast Owns 110,200 Shares
-------------------------------------------
Scott R. Pancoast, president and CEO of LPATH Inc. disclosed that
he beneficially owned 110,200 shares of common stock as of the end
of the fiscal year on Dec. 31, 2010.  Mr. Pancoast had disposed of
27,900 shares on Dec. 10.

                            About LPath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

According to the Company's 2009 annual report on Form 10-K, Moss
Adams LLP, in San Diego, Calif., expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had incurred
significant cash losses from operations since inception and
expects to continue to incur cash losses from operations in 2010
and beyond.

At Sept. 30, 2010, LPath had total assets of $4,915,794, total
liabilities of $5,891,142, and a stockholders' deficit of
$975,348.


LYONDELL CHEMICAL: BNY Mellon Still On Hook For $1B Lyondell Suit
-----------------------------------------------------------------
Bankruptcy Law360 reports that a group of hedge funds that hold
about $1 billion in Basell AF SCA debt told a New York judge
Tuesday that a settlement in Lyondell Chemical Co.'s bankruptcy
doesn't preclude their case against Bank of New York Mellon.

                      About Lyondell Chemical

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

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

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

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


MACY'S INC: S&P Changes Outlook to Positive, Affirms 'BB+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Cincinnati-based Macy's Inc. to positive from stable.
At the same time, S&P affirmed all ratings on the company,
including S&P's 'BB+' corporate credit rating.

"The outlook revision reflects better-than-expected performance
over the past year and S&P's anticipation of further operational
gains because of the "My Macy's" initiatives," said Standard &
Poor's credit analyst David Kuntz.  "Another factor is S&P's view
that credit protection measures are likely to strengthen over the
intermediate term as the company continues to reduce funded debt."


MAUI LAND: Swings to $24.75 Million Net Income in 2010
------------------------------------------------------
Maui Land & Pineapple Company, Inc., filed its annual report on
Form 10-K, reporting net income of $24.75 million on
$41.95 million of total operating revenues for the year ended Dec.
31, 2010, compared with a net loss of $123.28 million on $50.34
million of total operating revenues during the prior year.

For the fourth quarter of 2010, the Company reported net income of
$12.0 million, or $0.65 per share, compared to a net loss of $30.4
million, or ($3.76) per share, for the fourth quarter of 2009.
Revenues for the fourth quarter of 2010 were $14.7 million,
compared to $10.8 million for the fourth quarter of 2009.

"MLP's financial results showed continued improvement during 2010
as we strengthened our balance sheet, reduced our overhead costs
and resolved several significant legacy obligations," stated
Warren H. Haruki, chairman and interim CEO.  "While significant
challenges remain, we are grateful for the support of our
shareholders, creditors, and the community, as we move ahead with
our new business model."

The Company's balance sheet at Dec. 31, 2010 showed $90.40 million
in total assets, $114.65 million in total liabilities and $24.25
million in stockholders' deficiency.

                             Liquidity

Included in net income for 2010 were two significant non-cash
items; (1) the $16.6 million in settlement and curtailment gains
from the termination of postretirement health and life insurance
benefits, and (2) the $27.6 million gain from the 2009 sale of the
Plantation Golf Course.  The Company reported negative cash flows
from operations of $9.4 million for the year ended Dec. 31, 2010,
which included $5.9 million of income tax refunds received.  The
Company had an excess of current liabilities over current assets
of $25.7 million and a stockholders' deficiency of $24.2 million
at Dec. 31, 2010.  The excess of current liabilities over current
assets is primarily due to deferred revenues related to the sale
of the PGC and the Kapalua Bay Golf Course that are expected to be
recognized in income in 2011.

The Company has two primary credit facilities that have financial
covenants requiring among other things, a minimum of $4 million in
liquidity, a maximum of $175 million in liabilities, and a
limitation on new indebtedness.  Failure to satisfy the minimum
liquidity covenants or to otherwise default under one credit
agreement could result in a default under both credit agreements
resulting in all outstanding borrowings becoming immediately due
and payable.  The Company has pledged a significant portion of its
real estate holdings as security for borrowings under these credit
facilities.

                       Going Concern Doubt

Deloitte & Touche LLP, in its audit report on the Company's
financial statements for 2010, said, "the Company's recurring
negative cash flows from operations and deficiency in
stockholders' equity raise substantial doubt about the Company's
ability to continue as a going concern."  Deloitte & Touche also
expressed substantial doubt about the Company's ability to
continue as a going concern following the Company's 2009 results.

The Company said in the Form 10-K that its cash outlook for the
next twelve months and its ability to continue to meet its
financial covenants is highly dependent on selling certain real
estate assets in a difficult market.  If the Company is unable to
meet its financial covenants resulting in the borrowings becoming
immediately due, the Company would not have sufficient liquidity
to repay such outstanding borrowings.  In addition, the Company is
subject to several commitments and contingencies that could
negatively impact its future cash flows, including commitments of
up to $35 million related to its investment in Kapalua Bay
Holdings, LLC to purchase the spa, beach club improvements and the
sundry store, its ongoing dispute with the Ladies Professional
Golf Association, a U.S. Equal Employment Opportunity Commission
matter related to the Company's discontinued agricultural
operations, and funding requirements related to the Company's
defined benefit pension plans.

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?7532

               About Maui Land & Pineapple Company

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- is a landholding, real estate development
and asset management company headquartered in Maui, Hawaii.  The
Company owns approximately 24,000 acres of land on Maui, including
its principal development, the Kapalua Resort, a 1,650 acre
master-planned, destination resort community.


MCCLATCHY CO: Fourth Quarter Net Income at $15.8-Mil.
-----------------------------------------------------
The McClatchy Company (NYSE-MNI) reported net income from
continuing operations in the fourth quarter of 2010 of
$15.8 million compared to income of $32.4 million in the 2009
quarter.  Revenues in the fourth quarter of 2010 were $369.9
million, down 5.9% from the fourth quarter of 2009. A full text
copy of the McClatchy's fourth quarter earnings release is
available for free at http://is.gd/nFlt8c

                    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).


MCCLATCHY COMPANY: BlackRock is 5.47% Equity Owner
--------------------------------------------------
BlackRock, Inc., disclosed in a Schedule 13G filing that it
beneficially owns 3,289,711 shares of common stock of The
Mcclatchy Company as of Dec. 31, 2010.  The shares held by
BlackRock represent 5.47% of the total shares 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).


MILLENNIUM MULTIPLE: Plan Participants Want Case Converted to Ch 7
------------------------------------------------------------------
Claude Young, et al., plan participants in Millennium Multiple
Employer Welfare Benefit Plan, ask the U.S. Bankruptcy Court for
the Western District of Oklahoma to convert the Debtor's Chapter
11 bankruptcy case to a case under Chapter 7.

According to the Plan Participants, the Debtor's assets consist
almost solely of life insurance policies purchased by duping the
Plan Participants into participation in the Debtor's fraudulent
scheme.  "There is neither a business to reorganize, nor an
advantage to liquidating under Chapter 11," the Plan Participants
say.

The Plan Participants claim that the Debtor freely admits that
reorganization is impossible, and has filed a Plan of Liquidation,
which calls for the same people which the Plan Participants allege
defrauded them to remain in control of the Millennium Plan through
liquidation.  These individuals have grossly wasted and mismanaged
the assets of the Debtor and continue to do so, the Plan
Participants say.

"In the 9 months since the Debtor filed this Chapter 11 case, it
has squandered cash and spent millions of dollars in attorneys'
fees getting nowhere.  The Debtor has failed to provide evidence
of any viable business, and has succeeded only in depleting the
limited assets available to satisfy creditors.  Although the
Debtor wants to continue its reckless spending until final
liquidation, which under the plan proposed would take an
additional year or two, this case should be converted to a case
under Chapter 7 to conserve whatever value remains in the Debtor's
assets, promptly liquidate the same and distribute the proceeds to
the creditors.  It is time to get an independent Trustee appointed
who can come in, preserve the assets, liquidate them, and
distribute them to the Plan Participants and other creditors in a
fair and reasonable manner," the Plan Participants state.

Hearing on the Plan Participants' request to have the Debtor's
Chapter 11 case converted to Chapter 7 will be held on April 20,
2011, at 1:30 p.m., and, if necessary, will continue on April 21,
2011, at 9:30 a.m.

The Plan Participants are represented by Anthony L. Vitullo --
lvitullo@feesmith.com; and Laura Richards Sherry --
lsherry@feesmith.com, at Fee, Smith, Sharp & Vitullo, L.L.P.

Richardson, Texas-based Millennium Multiple Employer Welfare
Benefit Plan filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-13528) on June 9, 2010.  G. Blaine Schwabe,
III, Esq., at Mock Schwabe Waldo Elder Reeves & Bryant, assists
the Company in its restructuring effort.  Eric D. Madden, Esq.,
and Brandon V. Lewis, Esq., at Diamond McCarthy LLP, in Dallas;
and Kyung S. Lee, Esq., at Diamond McCarthy LLP, and Kiran A.
Phansalkar, Esq., at Conner & Winters LLP, serve as counsel to the
Official Committee of Unsecured Creditors.  The Company estimated
its assets and debts at $50 million to $100 million as of the
petition date.


MILLENNIUM MULTIPLE: Taps Robert D. Goldstein as Auditor
--------------------------------------------------------
Millennium Multiple Employer Welfare Benefit Plan asks for
authorization from the U.S. Bankruptcy Court for the Western
District of Oklahoma to employ Robert D. Goldstein, CPA, as
auditor.

Before the commencement of the Debtor's bankruptcy case, and
continuing as necessary thereafter, Mr. Goldstein provided the
Debtor special services surrounding the Debtor's annual reporting
obligation under the Employee Retirement Income Security Act of
1974 (ERISA) for the year ending Dec. 31, 2009.  In June 2010, the
Court authorized the Debtor to employ Mr. Goldstein.  The Court
approved the compensation of Mr. Goldstein for his services
rendered involving the 2009 financial statements.

The Debtor has an annual reporting obligation under the Employee
Retirement Income Security Act of 1974 (ERISA) for the year ending
Dec. 31, 2010.  The Debtor requests that it employ Mr. Goldstein
to perform his services in order to comply with the required
reporting obligation.

Mr. Goldstein will audit the Statement of Net Assets Available for
Benefits - Modified Cash Basis of the Debtor as of Dec. 31, 201,
and the related Statement of Changes in Net Assets Available for
Benefits - Modified Cash Basis for the year then ended.

Mr. Goldstein will be paid $61,000 for his services.

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

A hearing on the Debtor's request to be allowed to hire Mr.
Goldstein will be held on April 20, 2011, at 1:30 p.m., and, if
necessary, will continue on April 21, 2011, at 9:30 a.m.

Richardson, Texas-based Millennium Multiple Employer Welfare
Benefit Plan filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-13528) on June 9, 2010.  G. Blaine Schwabe,
III, Esq., at Mock Schwabe Waldo Elder Reeves & Bryant, assists
the Company in its restructuring effort.  Eric D. Madden, Esq.,
and Brandon V. Lewis, Esq., at Diamond McCarthy LLP, in Dallas;
and Kyung S. Lee, Esq., at Diamond McCarthy LLP, and Kiran A.
Phansalkar, Esq., at Conner & Winters LLP, serve as counsel to the
Official Committee of Unsecured Creditors.  The Company estimated
its assets and debts at $50 million to $100 million as of the
petition date.


MOLECULAR INSIGHT: QVT Fin'l Says Talks on Restructuring Ongoing
----------------------------------------------------------------
QVT Financial LP, et al., filed with the Securities and Exchange
Commission on March 10, 2011, Amendment No. 2 to their Schedule
13D originally filed on June 30, 2010, and amended by Amendment
No. 1 filed Jan. 12, 2011, with respect to Molecular Insight
Pharmaceuticals, Inc.'s common stock, par value $0.01 per share,
to amend Item 4. Purpose of Transaction. in its entirety.

This is related to ongoing discussions between QVT Associates GP
LLC, as general partner for the QVT Bondholders, and certain other
stockholders of the Company regarding certain restructuring
proposals presented by the Company to its stakeholders on June 21,
2010.  The other stakeholders are Taconic Opportunity Fund LP,
McDonnell Loan Opportunity Fund Ltd., Highland Capital Management,
L.P. and Pioneer Floating Rate Trust.  The Reporting Persons and
one or more of the other stakeholders collectively beneficially
own approximately $200 million in principal amount of the
Company's Senior Secured Floating Rate Bonds due 2012.

A full-text copy of the SC 13D Amendment No. 2 is available for
free at http://researcharchives.com/t/s?7500

A full-text copy of the original SC 13D filing is available for
free at http://researcharchives.com/t/s?722f

A full-text copy of SC 13D Amendment No. 1 is available for free
at http://researcharchives.com/t/s?7230

                    About Molecular Insight

Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company that provides
services on the detection and treatment of various forms of cancer
and other life-threatening diseases.  The Debtor disclosed
$36,453,000 in total assets and $198,829,000 in total debts as of
Sept. 30, 2010.

Molecular Insight filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-23355) on Dec. 9, 2010.  Kramer
Levin Naftalis & Franklin LLP serves as the Debtor's lead
bankruptcy counsel.  Alan L. Braunstein, Esq., at Riemer &
Braunstein, LLP, serves as the Debtor's local Massachusetts
counsel.  Foley & Lardner LLP is the Debtor's special counsel.
Tatum LLC, a division of SFN Professional Services LLC, is the
Debtor's financial consultant.  Omni Management Group, LLC, is the
claims, and balloting agent.


MONEYGRAM INT'L: Guardian Life Is 15.4% Equity Owner
----------------------------------------------------
The Guardian Life Insurance Company of America disclosed in a
third amendment to its Schedule 13G that it owns 12,794,807 shares
of the common stock of MoneyGram International, Inc., as of Dec.
31, 2010.  The shares held by Guardian represent 15.4% of the
total shares outstanding as.

                  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.


MORGANS HOTEL: Parag Vora Discloses 6.70% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Parag Vora and his affiliates disclosed that
they beneficially own 2,025,000 shares of common stock of Morgans
Hotel Group Co. representing 6.70% of the shares outstanding.
A copy of the filing is available for free at:

               http://ResearchArchives.com/t/s?7528

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company's balance sheet at Sept. 30, 2010, showed
$759.10 million in total assets, $801.22 million in total
liabilities, and a stockholders' deficit of $42.12 million.

The Company reported a net loss of $83.07 million on $236.37
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $101.60 million on $225.05 million of
total revenue during the prior year.


NAVISTAR INTERNATIONAL: Fitch Lifts Issuer Default Rating to 'BB'
-----------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings for Navistar
International Corporation and Navistar Financial Corporation to
'BB' from 'BB-'.  The Rating Outlook is Stable.

The rating upgrade reflects NAV's operating performance through
the downturn, solid credit metrics for the rating, Fitch's
expectation that the company will generate positive annual free
cash flow, and an improving financial profile at NFC as it
transfers retail business to GE Capital.  Other rating strengths
include strong growth in NAV's North American truck market that
could continue through at least 2012, leading market shares in the
U.S. and Canada for medium and heavy duty trucks, attractive
military and parts businesses, a broad distribution network, and
an adequate liquidity position.  Litigation surrounding past
financial restatements and accounting controls has largely been
resolved.

NAV's leverage is down from peak levels and should decline further
as earnings benefit from higher sales volumes and an improved cost
structure.  At Jan. 31, 2011 debt/EBITDA, excluding NFC, was 3.0
times.  Fitch estimates debt/EBITDA could decline below 2.5x by
the end of fiscal 2011.  Financial results are likely to
experience some pressure in the near term from realignment costs
and one-time costs related to the UAW agreement.  Despite these
pressures, margins can be expected to increase as NAV realizes
operating efficiencies related to higher sales volumes and a more
flexible manufacturing system.

Results in the first quarter of 2011 included the negative impact
of product development expenses for NAV's new big-bore emission
technology, including the new 15-liter engine, which were largely
completed during the quarter.  Orders in recent months have been
strong which should support better results during the remainder of
2011 and into 2012.  Industry production should grow significantly
as truck owners replace aging fleets and eventually add capacity
if the economy continues to improve.  NAV estimates production in
its North American Class 6-8 and bus markets in fiscal 2011 could
increase 25%-35%, which Fitch views as realistic and would
represent a return to long term average levels.

Rating concerns include the highly cyclical nature of NAV's truck
markets, low margins and free cash flow, large pension
obligations, and uncertainty about the long-term success of the
company's exhaust gas recirculation (EGR) engine technology.
NAV's 2010 EPA-compliant EGR-only engines have met or exceeded
performance specifications.  All other truck makers in the U.S.
and Canada use selective catalytic reduction (SCR) after-treatment
technology to help meet emissions requirements.  There is no
industry-wide consensus about which technology strategy is
superior or may become dominant.  The potential impact of NAV's
EGR-only strategy on its competitive position represents a risk
until the success of each technology becomes clear.

Due to its EGR-only strategy, fiscal 2011 will be the first full
year all vehicles sold by NAV in the U.S. and Canada will use NAV
engines exclusively, including NAV's first 15-liter engine
launched in the first quarter of fiscal 2011.  NAV anticipates the
engine could eventually represent 10% of its class 8 truck sales,
compared to almost two-thirds of customers in 2009 who bought 15-
liter engines.  NAV's success at converting customers to 13-liter
engines remains a risk and will be a factor in its long-term
competitive position.  NAV's decision to produce its engines
internally partly mitigates the loss of Ford engine business in
early 2010.  NAV also sells engines to other OEMs although they
are a small part of NAV's total sales.

Another concern is the concentration of NAV's revenue in the U.S.
and Canada.  It is taking steps to address this concern including
investing in joint ventures in other regions such as Brazil, India
and China.  NAV has a well-established engine business in South
America and is increasing its presence in adjacent product lines
such as military vehicles and recreational vehicles.
Approximately 80% of NAV's revenue was located in the U.S. and
Canada in 2010.

NAV's exposure to the cyclical truck market is also offset by its
parts and military vehicle business.  Military vehicles are
largely variations of NAV's commercial trucks.  NAV expects its
military business to generate $1.5-$2 billion of annual sales over
the long term.  This level of sales includes parts and military
variations of NAV's commercial trucks and is not dependent on
sales of MRAP vehicles which can be volatile and have an uncertain
outlook given the forecasted decline in DOD expenditures in Iraq
and Afghanistan.  NAV estimates that 40% of military sales could
be generated outside the U.S. by 2013.

The ratings or Outlook could be revised upward if margins and free
cash flow improve consistently, NAV's EGR strategy is successful,
the company's cost controls and product development are effective,
and diversification into other product and geographic markets
helps to dampen cyclical results over the long term.  The ratings
and Outlook could be negatively affected if EGR technology causes
NAV's market share to fall materially, free cash flow and
liquidity are insufficient to fund NAV's product development and
investments in joint ventures, or in the event of a significant,
unexpected downturn in truck demand in the near term.

Fitch estimates that NAV's free cash flow will continue to be
positive on an annual basis.  It could improve modestly from
$161 million reported in 2010 as sales volumes rise and margins
improve.  NAV estimates it reduced its cost structure by
$100 million in 2010 as it moved to a flexible manufacturing
system.  These savings exclude the impact of increased operating
flexibility related to the new labor agreement with the UAW in
October 2010.  Capital expenditures, which have been relatively
low in recent years, may increase toward the upper end of NAV's
normal range of $250 million to $350 million.  The higher spending
level partly reflects the planned relocation of NAV's headquarters
and certain engine operations which will be funded from proceeds
of revenue bonds issued in October 2010.

NAV can also be expected to use cash for additional investments in
its joint ventures.  NAV expects to increase pension contributions
in 2011 to $178 million compared to $115 million in 2010.
Contributions could be at least $193 million annually from 2012
through 2014.  These amounts are less than previously indicated
due to the longer amortization permitted under the Pension Relief
Act of 2010.  At the end of fiscal 2010, NAV's pension plans were
underfunded by roughly $1.5 billion (62% funded), largely
unchanged from the prior year.  Future contributions will depend
on asset returns and the discount rate which was near historically
low levels at the end of fiscal 2010.

At Jan. 31, 2011, Navistar's liquidity excluding NFC included
$762 million of cash and marketable securities and availability
under a $200 million revolver.  These amounts were offset by
approximately $134 million of debt due within one year.  Scheduled
debt repayments are less than $150 million annually until 2014
when $570 million of convertible notes mature.

Fitch expects NFC's retail portfolio to continue to reduce in size
over the next couple of years due to the GE funding agreement on
retail notes.  NFC will continue to provide wholesale floorplan
financing to its dealers and will be an important part of the
overall Navistar business model by continuing to enhance
Navistar's ability to sell trucks.  At NFC, profitability improved
in 2010 due in part to declines in provisions for credit losses.
Delinquencies improved significantly during the year.  NFC's
earning assets fell as a decline in retail notes more than offset
an increase in wholesale notes as dealers replenished inventories
from historical lows.

The decline in the amount of retail notes outstanding reflects the
impact of NFC's agreement with GECC in 2010.  Under the agreement,
GECC will fund the retail portion of NFC's business.  The
agreement reduces NFC's funding and capital needs while allowing
NAV to offer financing to its retail customers, including a
greater share of fleet customers than NFC could provide on its
own.  The agreement is in place for three years and includes
automatic annual extensions.  It can be terminated early by either
party with a one-year advance notice.

NFC's improving financial profile reduces previous concerns about
potential support required from NAV.  Furthermore, NAV should
benefit from NFC's ability to support NAV's dealers as industry
demand recovers.

Fitch's ratings cover approximately $2 billion of debt at NAV,
including project bonds, and $2.6 billion of outstanding debt at
Navistar Financial Corp. as of Jan. 31, 2011.

Fitch has upgraded the ratings:

Navistar International Corporation

  -- IDR to 'BB' from 'BB-';

  -- Senior unsecured notes to 'BB' from 'BB-';

  -- The County of Cook, Illinois recovery zone revenue facility
     bonds (Navistar International Corporation Project) series
     2010 to 'BB' from 'BB-';

  -- Illinois Finance Authority recovery zone revenue facility
     bonds (Navistar International Corporation Project) series
     2010 to 'BB' from 'BB-';

  -- Senior subordinated notes to 'B+' from 'B'.

Navistar Financial Corporation

  -- IDR to 'BB' from 'BB-';
  -- Senior unsecured bank credit facilities to 'BB' from 'BB-'.

Due to NFC's close operating relationship and importance to the
parent, its ratings are directly linked to those of the ultimate
parent.  The relationship is governed by the Master Intercompany
Agreement, and there is a requirement referenced in the NFC credit
agreement requiring Navistar, Inc. and NAV to own 100% of NFC's
equity at all times.


NAVISTAR INTERNATIONAL: S. McChrystal Does Not Own Any Securities
-----------------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Stanley A. McChrystal, a director at Navistar
International Corp., disclosed that he does not own any securities
of the Company.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Jan. 31, 2011 showed $9.27 billion
in total assets, $10.11 billion in total liabilities, $7 million
in redeemable equity securities and $839 million in total
stockholders' deficit.

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEW STREAM: Issues Statement Regarding Chapter 11 Case
------------------------------------------------------
New Stream Capital, LLC issued the these statement regarding the
Chapter 11 case it and three of its affiliates recently filed in
U.S. Bankruptcy Court for the District of Delaware.

"New Stream already has reached out to the SEC to determine how to
better meet its expectations.  New Stream is committed to
continuing its work to maximize value for the various constituents
in these bankruptcy proceedings."

"New Stream was pleased with the outcome of yesterday's hearing,"
stated Michael Buenzow, a senior managing director at FTI
Consulting, Inc. who is functioning as New Stream"s chief
restructuring officer.  "The court entered the necessary first day
orders that will now enable New Stream to expeditiously proceed
with its plan of reorganization.

"Of course, New Stream was very concerned by the suggestion from
the SEC that New Stream is not cooperating fast enough with
information requests from the SEC, as New Stream continues to put
significant resources toward responding to the SEC's requests for
information. In our view, we have been working cooperatively with
the agency and made substantial information and documents
available in response to its requests.

"New Stream already has reached out to the SEC to determine how to
better meet its expectations. New Stream is committed to
continuing its work to maximize value for the various constituents
in these bankruptcy proceedings."

                    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: Taps Kurtzman Carson as Notice and Claims Agent
-----------------------------------------------------------
New Stream Secured Capital, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware for authority to employ
Kurtzman Carson Consultants LLC as their notice, claims and
solicitation agent, nunc pro tunc to the petition date.

KCC will provide noticing, claims processing and balloting
administration services, which will include, among others:

  a. Preparing and serving required notices in the Chapter 11
     cases;

  b. Within seven days after the mailing of a particular notice,
     filing with the Court a copy of the notice served with a
     certificate of service attached indicating the name and
     complete address of each party served;

  c. Receiving, examining, and maintaining copies of all proofs of
     claim and proofs of interest filed in the Chapter 11 cases;
     and

  d. Maintaining official claims registers in the Chapter 11 cases
     by docketing all proofs of claim and proofs of interest in a
     claims database.

The terms and conditions of KCC's employment, including the fees
to be charged by KCC in connection with these cases, will be as
those set forth in the Application and Services Agreement dated
Dec. 23, 2010, entered into by and between KCC and the Debtors.

Albert Kass, the Vice President of Corporate Restructuring
Services of KCC, assures the Bankruptcy Court that KCC neither
holds or represents an interest materially adverse to the Debtors'
estates in connection with any matter for which KCC will be
employed, and that KCC is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

                    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.


NMT MEDICAL: Common Stock Delisted From NASDAQ
----------------------------------------------
NMT Medical Inc notified the U.S. Securities and Exchange
Commission regarding the removal from listing or registration of
its common stock from the NASDAQ Stock Market LLC under Section
12(b) of the Securities Exchange Act of 1934.

                         About NMT Medical

Based in Boston, NMT Medical, Inc. (NASDAQ: NMTI) --
http://www.nmtmedical.com/-- is an advanced medical technology
company that designs, develops, manufactures and markets
proprietary implant technologies that allow interventional
cardiologists to treat structural heart disease through minimally
invasive, catheter-based procedures.

The Company's balance sheet at Sept. 30, 2010, showed
$7.78 million in total assets, $9.75 million in total liabilities,
and a stockholders' deficit of $1.97 million.

The Company has incurred losses from operations during each of the
past two fiscal years and has experienced decreasing sales over
those time periods.  The Company also incurred a loss from
operations of $10.71 million for the nine months ended
Sept. 30, 2010.  The Company has also had negative operating
cash flows over the comparable periods, have approximately
$3.40 million in cash, cash equivalents and marketable securities
as of Sept. 30, 2010, and has an accumulated deficit of
$59.21 million as of Sept. 30, 2010.


NOVASTAR FINANCIAL: Offers to Purchase Series C Preferred Stock
---------------------------------------------------------------
Novastar Financial, Inc. filed with the U.S. Securities and
Exchange Commission a Schedule 13E-3 relating to its offer to
purchase each of the issued and outstanding shares of 8.90% Series
C Cumulative Redeemable Preferred Stock, par value $0.01 per
share, at a purchase price of, at the election of the holder, (i)
3 shares of newly-issued common stock of the Company, par value
$0.01, and $2.00 in cash, or (ii) 19 shares of newly-issued Common
Stock, each option subject to allocation and proration, upon the
terms and subject to the conditions set forth in the proxy
statement/consent solicitation/prospectus.  Because the board of
directors of the Company approved the Series C offer, in which of
the Company will offer to purchase all the outstanding shares, the
Company will be considered to be engaged in a "going private"
transaction upon commencement of the Offer and is therefore filing
this Schedule 13E-3.

                           About NovaStar

Kansas City, Missouri-based NovaStar Financial, Inc. (OTCQB:
Common Stock: NOVS; Series C Preferred Stock: NOVSP), is currently
engaged in managing its portfolio of nonconforming residential
mortgage securities and owning and operating two majority owned
subsidiaries: StreetLinks National Appraisal Services LLC, a
national residential appraisal and real estate valuation
management services company; Advent Financial Services LLC, a
start-up business which provides access to tailored banking
accounts, small dollar banking products and related services to
low and moderate income level individuals.  Prior to 2008,
NovaStar originated, securitized, sold and serviced residential
nonconforming mortgage loans.

The Company's balance sheet at Sept. 30, 2010, showed
$41.13 million in total assets, $143.78 million in total
liabilities, and a stockholders' deficit of $102.64 million.


OLD NATIONAL: Fitch Affirms Individual Rating at 'B/C'
------------------------------------------------------
Fitch Ratings has affirmed all ratings for Old National Bancorp
and its principal banking subsidiaries, including the long-term
Issuer Default Rating of 'BBB' and the short-term IDR of 'F2'.
The Rating Outlook is Stable.

The action reflects ONB's sound capital position, manageable level
of problem assets, and continued profitability over the course of
the credit cycle.  The company's tangible common equity ratio
improved to 9.68% as of Dec. 31, 2010, which compares favorably
with its Fitch rated peer group.  Regulatory ratios also remain
sound with a Tier 1 ratio of 13.60% and a total risk-based capital
ratio of 14.80%.  Fitch notes that the company's regulatory
capital ratios declined from the third quarter of 2010 due to
ONB's decision to retire $100 million of relatively high-cost
trust-preferred securities toward the end of the fourth quarter.
The total amount of non-performing assets leveled off during 2010,
though there remains some modest lumpiness in non-accrual loans.
That said, NPAs as a percentage of gross loans plus other real
estate owned remains very manageable at 2.04% as of Dec. 31, 2010,
and also compares favorably with the company's Fitch rated peer
group.  Furthermore, given the aforementioned strong capital
ratios Fitch believes there is ample cushion to absorb any
unexpected loan losses should they eventuate.

ONB's ratings are further supported by the company's continued
profitability over the course of the credit cycle, as earnings
have been able to absorb elevated credit costs.  In 2010, ONB's
earnings improved due to lower provision expense and continued
cost reduction initiatives.  Furthermore, as a relatively small
regional bank, the company's non-interest income at about 35% of
overall revenue is decent and also adds some stability to
earnings, thereby helping to support Fitch's Stable Outlook.
Fitch expects the company to continue to focus on reducing costs
by continuing to rationalize its operations and opportunistically
retiring additional wholesale funding, given that revenue growth
remains challenging amid weak loan demand across ONB's footprint.

Given the company's strong capital position and challenging
revenue growth, ONB is seeking to expand its franchise via
acquisition.  To this end, the company closed its all-stock
purchase of Monroe Bancorp in January 2011, which boosted the
company's asset base by approximately 10% and enhanced ONB's
position in the Indianapolis and Bloomington, Indiana markets.
Fitch expects the company to make additional acquisitions over the
course of the next two years should opportunities become
available.  Otherwise, Fitch would expect ONB to eventually return
capital to shareholders via modest stock buybacks.

Fitch views ONB's ratings to be solidly situated at their current
level.  However, given the company's aforementioned acquisition
strategy should ONB overpay for a large acquisition or make a
rapid series of smaller acquisitions, ratings could come under
pressure.  Alternatively, should ONB significantly enhance its
franchise over time and also generate sustained higher long-term
profitability, there could be some modest upside to current
ratings.

ONB is a $7.2 billion bank holding company based in Evansville,
IN, with operations spanning its core markets of Indiana, southern
Illinois, and western Kentucky.

Fitch has affirmed these ratings:

Old National Bancorp

  -- Long-term IDR at 'BBB';
  -- Short-term IDR at 'F2;
  -- Individual at 'B/C';
  -- Support at '5';
  -- Support floor at 'NF'.

Old National Bank

  -- Long-term IDR at 'BBB';
  -- Short-term IDR at 'F2';
  -- Long-term deposits at 'BBB+';
  -- Short-term deposits at 'F2'
  -- Subordinated debt at 'BBB-';
  -- Individual at 'B/C';
  -- Support at '5';
  -- Support floor at 'NF'.

St. Joseph Capital Trust I and II

  -- Preferred stock at 'BB+'.

The Rating Outlook is Stable.


OMNICOMM SYSTEMS: Mentor Capital Head Has 8.7% Equity Stake
-----------------------------------------------------------
Fernando Montero filed a Schedule 13G reporting that he
beneficially owns 7,798,411 shares of common Stock, par value
$.001 per share, Omnicomm Systems, Inc. as of Dec. 31, 2010.  The
shares represent 8.7% of the total shares outstanding.
Mr. Montero is president, director and sole shareholder of Mentor
Capital Corporation.

                       About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB)
-- http://www.OmniComm.com/-- provides customer-driven Internet
solutions to pharmaceutical, biotechnology, research and medical
device organizations that conduct life changing clinical trial
research.

OmniComm Systems, Inc.'s balance sheet at Sept. 30, 2010,
showed total assets of $2,876,914, total liabilities of
$21,122,182, and a stockholders' deficit of $18,245,268.

                        Going Concern Doubt

Greenberg & Company LLC, in Springfield, N.J., 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 losses
and has a net capital deficiency.


OPTI CANADA: Fir Tree Discloses 4.8% Equity Stake
-------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Fir Tree, Inc. and its affiliates disclosed
that they beneficially own 13,490,000 shares of common stock of
representing 4.8% of the shares outstanding.  A copy of the filing
is available for free at http://ResearchArchives.com/t/s?7526

                         About OPTI Canada

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  OPTI's common shares trade on
the Toronto Stock Exchange under the symbol OPC.

                           *     *     *

OPTI Canada carries a 'CCC+' long-term corporate credit rating
from Standard & Poor's Ratings Services.  It has a 'Caa2'
corporate family rating from Moody's Investors Service.

"S&P base its decision to lower the ratings on the increasing
financing burden associated with OPTI's debt and the widening gap
between potential cash flow generation, and financing and spending
obligations," said Standard & Poor's credit analyst Michelle
Dathorne in August 2010, to explain S&P's downgrade of the
corporate rating to 'CCC+' from 'B-'.  "Our estimates of the
operating cash flows necessary for the company to fund all
required financing obligations and capital spending internally
provide no allowances for production shortfalls or commodity-price
weakness from now until 2012.  This lack of financial flexibility
is characteristic of a credit profile in the 'CCC' category," Ms.
Dathorne added.


OPTI CANADA: Feb. Bitumen at 23,100 Barrels Per Day
---------------------------------------------------
OPTI Canada announced March 16 that February bitumen production
from its Long Lake Project  averaged approximately 23,100 barrels
per day (bbl/d) (8,100 bbl/d net to OPTI) with average steam
injection rates of approximately 130,300 bbl/d. Production and
steam injection were lower than January levels of approximately
27,000 bbl/d of bitumen (9,450 bbl/d net to OPTI) and steam
injection rates averaged approximately 155,700 bbl/d.

The decrease in production and steam rates from January was
primarily due to a 10 day maintenance shutdown of one of the hot
lime softening (HLS) units to address previously announced water
treatment issues.  These issues have been largely resolved by the
cleaning out of the first of three HLS units. With the HLS unit
cleaned out and returned to service, we have all of the steam
capability the reservoir requires, with recent steam injection
rates of approximately 175,100 bbl/d. Recent bitumen production
has ramped up to approximately 29,300 bbl/d (10,300 bbl/d net to
OPTI).

OPTI also presented an overview of the Project Update via webcast
on March 16.  Chris Slubicki, President and Chief Executive
Officer hosted the webcast.

                         About OPTI Canada

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  OPTI's common shares trade on
the Toronto Stock Exchange under the symbol OPC.

Opti Canada reported a net loss and comprehensive loss of C$273.82
million on C$249.80 million of revenue for the year ended Dec. 31,
2010, compared with a net loss and comprehensive loss of C$306.16
million on C$143.84 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed C$3.79 billion
in total assets, C$2.75 billion in total liabilities and
C$1.04 billion in shareholders' equity.

OPTI conducted a conference call to review the Company's year end
2010 financial and operating results on Feb.  Chris Slubicki,
President and Chief Executive Officer, and Travis Beatty, Vice
President, Finance and Chief Financial Officer hosted the call.

                           *     *     *

OPTI Canada carries a 'CCC+' long-term corporate credit rating
from Standard & Poor's Ratings Services.  It has a 'Caa2'
corporate family rating from Moody's Investors Service.

"S&P base its decision to lower the ratings on the increasing
financing burden associated with OPTI's debt and the widening gap
between potential cash flow generation, and financing and spending
obligations," said Standard & Poor's credit analyst Michelle
Dathorne in August 2010, to explain S&P's downgrade of the
corporate rating to 'CCC+' from 'B-'.  "Our estimates of the
operating cash flows necessary for the company to fund all
required financing obligations and capital spending internally
provide no allowances for production shortfalls or commodity-price
weakness from now until 2012.  This lack of financial flexibility
is characteristic of a credit profile in the 'CCC' category," Ms.
Dathorne added.


PANZAR KFC: To Auction Off Leasehold Interests on June 9
--------------------------------------------------------
Adrianne Pasquarelli, writing for Crain's New York Business,
reports that no less than 20 New York City Kentucky Fried Chicken
outposts are up for auction with winners to be announced June 9.

"We're selling the lease-hold interest and the franchise," said
Richard Maltz, vice president of the real estate auction division
at Plainview, N.Y.-based David R. Maltz & Co., according to the
report. "They could be sold in groups or individually," Mr. Maltz
said.

According to Crain's, the former owners of the KFC franchises,
Paul and Joseph Panzarella, operated the sites filing for Chapter
11 bankruptcy protection last year.  The Panzarellas filed under
the corporate entities of SQ KFC and Panzar KFC.

Crain's relates the eateries, which are still operating, average
2,000 square feet.  On average, the outposts each have around 15
years remaining on their leases.

The Panzarellas had also been involved in litigation with parent
company KFC, involving a trademark dispute and failure to pay the
financial fees associated with their franchise agreement,
according to legal documents.

"The bankruptcy was a cash flow issue and had to do with the
economy," said Robin Abramowitz, the Lazer Aptheker Rosella &
Yedid attorney representing the Panzarellas, according to Crain's.
"They filed for bankruptcy to preserve the assets, and the way
we're paying the creditors is to sell the assets -- the
locations."

According to Crain's, bids for the assets are due by April 15, but
current franchisees have a May 13 deadline.  The auction will take
place on June 9. Crain's relates that, though Mr. Maltz could not
say how much each location might sell for, he noted that it
typically costs over $1 million to start a single KFC franchise.

                         About Panzar KFC

Based in Valley Stream, New York, Panzar KFC Food LLC and several
affiliates filed for Chapter 11 (Bankr. E.D.N.Y. Lead Case No. 10-
71705) on March 16, 2010, Judge Alan S. Trust presiding.  Robin S.
Abramowitz, Esq. -- abramowitz@larypc.com -- at Lazer Aptheker
Rosella & Yedid, serves as bankruptcy counsel.  In its petition,
the Debtor listed $1 million to $10 million in assets and debts.

The Debtor-affiliates that filed separate Chapter 11 petitions are
S.Q.K.F.C. Inc., dba South Queens Kentucky Fried Chicken; 495
Nostrand Ave LLC; 195-10 Jamaica Ave LLC; 666 Bushwick Ave LLC;
and 1556 Myrtle Ave LLC.


PINEMOOR GOLF: Rotonda Buys Golf Course for $1.1MM in Foreclosure
-----------------------------------------------------------------
Michael Brag at Herald-Tribune reports that Rotonda Golf Partners
LLC, a St. Cloud company managed by golf course magnate William J.
Stine, has bought a 165-acre golf course at 646 Rotonda Circle in
Rotonda West out of foreclosure.  The purchase price was
$1.1 million, and Stine's company financed the purchase with a
$1.1 million loan from Fort Lauderdale financier Anthony J.
Prevett.

According to the report, the golf club previously belonged to
Pinemoor Golf Inc., which lost a $3.13 million foreclosure
judgment to the now defunct Florida Community Bank in November
2009.  Pinemoor Golf was owned by Gary Wapinski, who attempted to
develop the property during the real estate boom and ended up
filing for Chapter 11 bankruptcy protection in August 2007.

Based in Rotonda West, Florida, Pinemoor Golf Inc. owns and
operates an 18-hole golf course.  The Company filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 07-07346) on Aug.
17, 2007.  Judge Alexander L. Paskay presides over the case.
Richard Johnston, Jr., Esq., at Kiesel Hughes & Johnston,
represents the Debtor.


PHOENIX FOOTWEAR: Stock Split Became Effective Jan. 31
------------------------------------------------------
Phoenix Footwear Group, Inc., said in an Amendment No. 3 to its
Rule 13e-3 Transaction Statement on Schedule 13E-3 to disclose
that Certificates of Amendment to the Company's Certificate of
Incorporation providing for a 1-for-200 Reverse Stock Split of the
Company's common stock, par value $0.01 per share, followed
immediately by 200-for-1 Forward Stock Split of the Common Stock
were filed with the Secretary of State of the State of Delaware
and became effective on Jan. 31, 2011.  The Amendments were
approved by the Company's Board of Directors on Oct. 5, 2010, and
by stockholders holding the requisite number of shares of the
Company's capital stock at the Special Meeting of Stockholders of
the Company on Jan. 28, 2011.

Upon the effectiveness of the Reverse Stock Split at 11:58 p.m. on
January 31, 2011, stockholders of record holding fewer than 200
shares of Common Stock immediately prior to the Reverse Stock
Split became entitled to a cash payment equal to $0.75 per share
of Common Stock held by them, on a pre-split basis, without
interest. Stockholders of record holding 200 or more shares of
Common Stock immediately prior to the Reverse Stock Split and
beneficial owners holding in "street name" through a nominee,
regardless of the number of shares so held, participated in the
Forward Stock Split and therefore continued to hold the same
number of shares immediately after the Forward Stock Split as they
did immediately before the Reverse Stock Split.

                      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.


PREMIUM DEV'T: U.S. Trustee Moves to Convert or Dismiss Case
------------------------------------------------------------
The U.S. Trustee, Robert D. Miller, Jr., has moved the U.S.
Bankruptcy Court for the Eastern District of Washington for an
order converting the Chapter 11 case of Premium Development LLC to
a case under Chapter 7 or, in the alternative, for an order
dismissing the case.

The U.S. Trustee provided these reasons for his request:

   (a) Failure to file plan and disclosure statement;
   (b) Failure to file operating reports;
   (c) Delay in prosecuting the case to a confirmed plan;
   (d) Failure to file required reports of sale; and
   (e) Inability to propose a feasible plan and continuing loss
       to the estate.

The U.S. Trustee also requests the inclusion of certain language
in the order converting or dismissing the case, which would
provide that the Debtor should pay to the U.S. Trustee all fees
payable under Section 1930(a)(6) of the Judiciary and Judicial
Procedure Code.

A hearing on this matter is set for March 30, 2011, at 2:30 p.m.
Written objections are due within 24 days of the notice, dated
February 25, 2011, or by March 21, 2011.

                  About Premium Developments LLC

East Wenatchee, Washington-based Premium Developments, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No.
09-06746) on Dec. 4, 2009.  Allan L. Galbraith, Esq., at Davis
Arneil Law Firm LLP assists the Debtor in its restructuring
effort.  The Company estimated its assets and liabilities at
$10 million to $50 million.


PRETIUM PACKAGING: S&P Assigns 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B'
corporate credit rating to Pretium Packaging LLC, a subsidiary of
Pretium Holding LLC.  The outlook is stable.

S&P assigned a 'B' issue-level rating and '3' recovery rating to
the proposed $150 million in senior secured notes.  The '3'
recovery rating reflects S&P's expectation for meaningful (50%-
70%) recovery for senior secured noteholders in the event of a
payment default.

The company intends to use the proceeds from the $150 million in
senior secured notes to fund a $31 million dividend to its
shareholders, repay existing debt of about $110 million, and pay
for fees and expenses with the remainder.  As part of this
transaction, the company will also put in place a new $25 million
asset-based revolving credit facility which S&P will not rate.

The ratings on Pretium reflect the company's highly leveraged
financial profile and weak business risk profile.

"The financial risk assessment incorporates the company's very
aggressive financial policies, and weak cash flow protection and
debt leverage metrics," said Standard & Poor's credit analyst
Henry Fukuchi.  Adequate liquidity, S&P's expectations for free
cash flow generation, a favorable debt maturity profile, and
unrestrictive financial covenants somewhat offset those factors.

The business risk assessment incorporates low geographic diversity
in a competitive and fragmented industry, narrow product focus,
and a limited track record.  Somewhat mitigating these negatives
are relatively stable end markets, decent operating margins, and
contractual resin pass-through provisions for a large portion of
its business.


PRM SMITH: Court Approves Pronske & Patel as Counsel
----------------------------------------------------
PRM Smith Bay LLC aka PRM Smith Bay LLP asks the U.S. Bankruptcy
Court for the Northern District of Texas for authority to employ
Pronske & Patel, P.C., as counsel.

A hearing is set for March 30, 2011, at 9:30 a.m., in United
States Courthouse, Earl Cabell Federal Building, 1100 Commerce
Street, 14th Floor in Dallas, Texas, to consider approval of the
Debtor's request.

The firm will:

   a) provide legal advice with respect to the Debtor's powers and
      duties as a debtor in possession in the continued operation
      of its businesses and the management of its property;

   b) take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on
      behalf of the Debtor, the defense of any actions commenced
      against the Debtor, negotiations concerning litigation in
      which the Debtor is involved, and objections to claims filed
      against the Debtor's estate;

   c) prepare on behalf of the Debtor all necessary motions,
      answers, orders, reports, and other legal papers in
      connection with the administration of its estate;

   d) assist the Debtor in preparing for and filing a disclosure
      statement in accordance with Section 1125 of the Bankruptcy
      Code;

   e) assist the Debtor in preparing for and filing a plan of
      reorganization at the earliest possible date;

   f) perform any and all other legal services for the Debtor in
      connection with the Debtor's Chapter 11 case; and

   g) perform such legal services as the Debtor may request with
      respect to any matter, including, but not limited to,
      corporate finance and governance, contracts, antitrust,
      labor, and tax.

The firm will charge for time at its normal billing rates for
attorneys and legal assistants and will request reimbursement for
its out-of-pocket expenses.

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

Chicago, Illinois-based PRM Smith Bay, LLC, aka PRM Smith Bay,
LLP, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex.
Case No. 11-30444) on Jan. 20, 2011.  Gerrit M. Pronske, Esq., at
Pronske & Patel, P.C., serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.

Affiliates Bon Secour Partners, LLC (Bankr. N.D. Tex. Case No. 09-
37580), PRS II, LLC (Bankr. N.D. Tex. Case No. 09-31436), PRM
Realty Group, LLC (Bankr. N.D. Tex. Case No. 10-30241), PMP II,
LLC (Bankr. N.D. Tex. Case No. 10-30252), Maluhia Development
Group, LLC (Bankr. N.D. Tex. Case No. 10-30475), Maluhia One, LLC
(Bankr. N.D. Tex. Case No. 10-30987), Maluhia Eight, LLC (Bankr.
N.D. Tex. Case No. 10-30986), Maluhia Nine, LLC (Bankr. N.D. Tex.
Case No. 10-30988), Long Bay Partners, LLC (Bankr. N.D. Tex. Case
No. 10-35124), PRM Development, LLC (Bankr. N.D. Tex. Case No. 10-
35547), Little Hans Lollik Holdings, LLP (Bankr. N.D. Tex. Case
No. 10-36159), and Hans Lollick Land Company, Limited (Bankr. N.D.
Tex. Case No. 10-36161) filed separate Chapter 11 petitions.


PRM SMITH: Files Schedules of Assets and Liabilities
----------------------------------------------------
PRM Smith Bay LLC aka PRM Smith Bay LLP filed with the U.S.
Bankruptcy Court for the Northern District of Texas its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property               $13,000,000
  B. Personal Property               $31,162
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,569,271
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,211,803
                                ------------     ------------
        TOTAL                    $13,031,162       $6,781,074

A full-text copy of the Schedules of Assets & Liabilities is
available for free at http://ResearchArchives.com/t/s?7531

Chicago, Illinois-based PRM Smith Bay, LLC, aka PRM Smith Bay,
LLP, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex.
Case No. 11-30444) on Jan. 20, 2011.  Gerrit M. Pronske, Esq., at
Pronske & Patel, P.C., serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.

Affiliates Bon Secour Partners, LLC (Bankr. N.D. Tex. Case No. 09-
37580), PRS II, LLC (Bankr. N.D. Tex. Case No. 09-31436), PRM
Realty Group, LLC (Bankr. N.D. Tex. Case No. 10-30241), PMP II,
LLC (Bankr. N.D. Tex. Case No. 10-30252), Maluhia Development
Group, LLC (Bankr. N.D. Tex. Case No. 10-30475), Maluhia One, LLC
(Bankr. N.D. Tex. Case No. 10-30987), Maluhia Eight, LLC (Bankr.
N.D. Tex. Case No. 10-30986), Maluhia Nine, LLC (Bankr. N.D. Tex.
Case No. 10-30988), Long Bay Partners, LLC (Bankr. N.D. Tex. Case
No. 10-35124), PRM Development, LLC (Bankr. N.D. Tex. Case No. 10-
35547), Little Hans Lollik Holdings, LLP (Bankr. N.D. Tex. Case
No. 10-36159), and Hans Lollick Land Company, Limited (Bankr. N.D.
Tex. Case No. 10-36161) filed separate Chapter 11 petitions.


QUANTUM CORP: BlackRock Has 5.27% Equity Stake
----------------------------------------------
BlackRock, Inc., said in a Schedule 13G filing that it
beneficially owns 11,653,183 shares of common stock of Quantum
Corp. as of Dec. 13, 2010.  The shares held by BlackRock
represents 5.27% of the total shares outstanding.

                       About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

As of Dec. 31, 2010, the Company's balance sheet showed
$466.35 million in total assets, $531.54 million in total
liabilities and a $65.19 million stockholders' deficit.

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


QUEPASA CORP: Lars Batista Owns 49,000 Common Shares
----------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Lars Fuhrken Batista, a director at Quepasa Corp.,
disclosed that he beneficially owns 49,000 shares of common stock
of the Company.

                      About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site -- http://www.Quepasa.com/-- operates as an
online social community for young Hispanics.

The Company's balance sheet at Dec. 31, 2010 showed $16.45 million
in total assets, $7.26 million in total liabilities and
$9.19 million in total stockholders' equity.

Quepasa reported a consolidated net loss of $6.65 million on
$6.05 million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $10.58 million on $536,000 of revenue
during the prior year.

Salberg & Company, P.A., in Boca Raton, Florida, independent
report following the 2010 results did not contain a going concern
qualification for Quepasa Corp.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A. expressed substantial doubt about the
Company's ability to continue as a going concern following the
2009 results.  The independent auditors noted of the Company's
net loss and net cash used in operating activities in 2009 of
$10.58 million and $3.88 million, respectively, and a
stockholders' deficit and an accumulated deficit of $3.90 million
and $159.33 million, respectively, at Dec. 31, 2009.


QUICKSILVER RESOURCES: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Quicksilver Resources Inc.  S&P also
revised S&P's outlook on Quicksilver to negative from stable.

The outlook revision primarily reflects S&P's revised assumption
for natural gas prices, which S&P reduced to $3.75 per thousand
cubic feet from $4.50/Mcf in 2011, to $4.00/Mcf from $5.00/Mcf in
2012, and to $4.50/Mcf from $5.00/Mcf in 2013 (see "Revised Oil
And Natural Gas Price Assumptions For 2011, 2012, 2013," published
Feb. 25, 2011).  In addition, the two largest shareholders of the
company -- Quicksilver Energy LP (controlled by the Darden family)
and SPO Advisory Group--are considering taking the company
private, which could put further stress on the capital structure.

"The rating action also reflects S&P's view that credit measures
will deteriorate for the rating in 2011, given lower price
realizations on the unhedged portion of Quicksilver's natural gas
production -- about 80% of its total production," said Standard &
Poor's credit analyst Lawrence Wilkinson.

Based on this year's capital budget of $455 million, S&P estimates
the company's debt-to-EBITDA ratio will approach 4.5x by year-end,
up from 3.0x at the end of 2010.

The 'B+' rating on Fort Worth, Texas-based Quicksilver reflects
the company's weak business risk profile and highly leveraged
financial profile.  S&P's classification of the company's business
risk profile is based on its participation in the cyclical and
capital-intensive E&P industry and its vulnerability to the
currently weak natural gas market given that gas accounts for
nearly 80% of current production.  S&P's classification of the
company's financial risk profile reflects the company's relatively
high debt leverage, in light of the volatile nature of its cash
flows.  The ratings also reflect the company's competitive cost
structure and good reserve position and internal growth prospects.


RADIENT PHARMACEUTICALS: Registers 45.7MM Shares
------------------------------------------------
Radient Pharmaceuticals Corporation filed a registration statement
under Form S-3 relating to up to 45,703,125 shares of common stock
that may be offered for sale by shareholders.  On Feb. 7, 2011,
there were  100,231,886 shares of common stock outstanding.  The
common stock is listed on the NYSE Amex and traded under the
symbol "RPC."  On Feb. 7, 2011, the closing price of our common
stock on the NYSE Amex was $0.63 per share.  The Company will not
receive any of the proceeds from the sale of the shares of common
stock by the selling stockholders.  However, it will receive gross
proceeds of up to approximately $15.2 million from the exercise of
outstanding warrants by the selling stockholders, if and when they
are exercised.  A full text copy of the registration statement is
available at http://is.gd/d7kVBx

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by August 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., 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 incurred a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$23.56 million in total assets, $34.22 million in total
liabilities, and a stockholders' deficit of $10.66 million.


RASER TECHNOLOGIES: Richard Clayton Owns 950 Common Shares
----------------------------------------------------------
In a Form 5 filing with the U.S. Securities and Exchange
Commission, Richard D. Clayton, general counsel and secretary at
Raser Technologies Inc., disclosed that he beneficially owns an
aggregate of 950 shares of common stock of the Company.
A copy of the filing is available for free at:

               http://ResearchArchives.com/t/s?7522

                    About Raser Technologies

Provo, Utah-based Raser Technologies, Inc. (NYSE: RZ)
-- http://www.rasertech.com/-- is an environmental energy
technology company focused on geothermal power development and
technology licensing.  Raser's Power Systems segment develops
clean, renewable geothermal electric power plants with one
operating plant in southern Utah and eight active and early stage
projects in four western United States: Utah, New Mexico, Nevada
and Oregon, as well as a concession for 100,000 acres in
Indonesia.  Raser's Transportation and Industrial segment focuses
on extended-range plug-in-hybrid vehicle solutions and using
Raser's award-winning Symetron(TM) technology to improve the
torque density and efficiency of the electric motors and drive
systems used in electric and hybrid-electric vehicle powertrains
and industrial applications.

                         *     *     *

Hein & Associates LLP, in Denver, Colo., 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 suffered recurring losses, has used significant
cash for operating activities since inception, has significant
purchase commitments in 2010 and has a lack of sufficient working
capital.

Raser Technologies did not make the $2.2 million semi-annual
interest payment due October 1, 2010, on its 8% Convertible Senior
Notes Due 2013.

The Company satisfied the semi-annual interest payment obligation
after receiving $1.10 million from the Thermo No. 1 plant escrow
funds and $1.15 million from a loan with Evergreen Clean Energy,
LLC, late in October 2010.

The Company's balance sheet at Sept. 30, 2010, showed
$57.68 million in total assets, $107.26 million in total
liabilities, and a stockholders' deficit of $49.58 million.

The Company announced that in view of its current cash resources,
nondiscretionary expenses, debt and near term debt service
obligations, it intends to explore all strategic alternatives to
maintain its business as a going concern, including, but not
limited to, a sale or merger of the Company, or one or more other
transactions that may include a comprehensive financial
reorganization of the Company.


REGAL PLAZA: Hearing on Plan Outline Adjourned to April 6
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has adjourned
to April 6, 2011, at 9:00 a.m. the hearing to consider the
adequacy of the information in the proposed disclosure statement
explaining Regal Plaza, LLC's proposed Chapter 11 Plan of
Reorganization.

As reported in the TCR on Feb. 2, 2011, payments to allowed claim
holders will be sourced from the Reorganized Debtor's projected
income.  The Debtor expects to earn money, from, in part, leasing
of 5,000 square feet of its property to Euphoria Salon and the
completion of the build-out of 15,000 sq. ft. of tenant
improvements for Healthcare Preparatory Institute

Non-Insider General Unsecured Creditors will be paid 100%, without
interest, from the rents collected from the Tenants or funds
provided by Delta Point, LLC.  Beginning on 1st day of the 1st
month following the Effective Date, Non-Insider Genera Unsecured
Creditors will be paid at least $10,000 per month pro rata for
approximately 18 months, at which time the balance due on the
claims will be paid.

Current equity is terminated.  Delta Point, LLC, a current member
of the Debtor and any other party will obtain an equity interest
in the reorganized Debtor in exchange for post-petition new value
of not less than $500,000.

A copy of the Disclosure Statement, as amended and filed Dec. 23,
2010, is available for free at:

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

                      About Regal Plaza, LLC

Las Vegas, Nevada-based Regal Plaza, LLC, owns a shopping center
in Las Vegas, Nevada.  The shopping center was originally
constructed in 2000 on 5.72 acres which are operated as the Regal
Plaza.  There is 56,097 square feet of rentable space,
approximately 22,510 square feet are currently occupied and 23,187
square feet are currently being improved for tenants with signed
leases.  The Company filed for Chapter 11 bankruptcy protection
(Bankr. D. Nev. Case No. 10-26707) on Sept. 1, 2010.  Lenard E.
Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las
Vegas, Nev., represents the Debtor as counsel.  In its schedules,
the Debtor disclosed $10,815,564 in assets and $8,592,879 in
liabilities as of the petition date.


REGAL PLAZA: Asks Court to Set $6.8-Mil. Value for Shopping Center
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has scheduled
an evidentiary hearing for April 6, 2011, at 9:00 a.m., on the
motion of Regal Plaza, LLC, for an order establishing the value of
the Shopping Center for purposes of a plan reorganization,
pursuant to 11 U.S.C. Section 506(a) and F.R.B.P. Rule 3012.

In its motion, the Debtor said the determination of values of the
Shopping Center will facilitate and expedite the confirmation of a
plan of reorganization and the reorganization process.

The Shopping Center is subject to a deed of trust securing a loan
in the approximate amount of $7,500,000 to the Nevada State Bank.

The leased fee market value "As Is" of the Shopping Center, based
on the Appraisal of the property prepared by Charles E. Jack IV,
Member, Appraisal Institute, as of Nov. 8, 2010, is $8,600,000.

The foregoing value of the Shopping Center, according to the
Debtor, is less than its opinion of value, which was $10,777,000
as stated in the Debtors' Schedules.

In consideration of the foregoing, the Debtor, in its motion,
requested the Court to enter an order setting the value of the
Shopping Center for purposes of confirmation at $8,600,000.

                      About Regal Plaza, LLC

Las Vegas, Nevada-based Regal Plaza, LLC, owns a shopping center
in Las Vegas, Nevada.  The shopping center was originally
constructed in 2000 on 5.72 acres which are operated as the Regal
Plaza.  There is 56,097 square feet of rentable space,
approximately 22,510 square feet are currently occupied and 23,187
square feet are currently being improved for tenants with signed
leases.  The Company filed for Chapter 11 bankruptcy protection
(Bankr. D. Nev. Case No. 10-26707) on Sept. 1, 2010.  Lenard E.
Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las
Vegas, Nev., represents the Debtor as counsel.  In its schedules,
the Debtor disclosed $10,815,564 in assets and $8,592,879 in
liabilities as of the petition date.


RUGGED BEAR: Court Appoints Consumer Privacy Ombudsman
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
appointed Theodore Connolly, Esq., as consumer privacy ombudsman
at the behest of The Rugged Bear Company.  The U.S. Trustee has
certified the appointment.

                       About The Rugged Bear

Headquartered in Norwood, Massachusetts, The Rugged Bear Company
is a chain of retail children's clothing stores New England, New
York and New Jersey.  It filed for Chapter 11 bankruptcy
protection (Bankr. D. Mass. Case No. 11-10577) on Jan. 25, 2011.
Charles A. Dale, III, Esq., at K&L GATES LLP, serves as the
Debtor's bankruptcy counsel.  Consensus Advisers, LLC, is the
Debtor's financial advisor.


RUGGED BEAR: Files Schedules of Assets & Liabilities
----------------------------------------------------
The Rugged Bear Company filed with the U.S. Bankruptcy Court for
the District of Massachusetts its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property
  B. Personal Property            $8,126,201
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,278,496
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $6,166,068
                                ------------     ------------
        TOTAL                     $8,126,201      $10,444,564

A full-text copy of the Schedules of Assets and Liabilities is
available for free at http://ResearchArchives.com/t/s?7530

                       About The Rugged Bear

Headquartered in Norwood, Massachusetts, The Rugged Bear Company
is a chain of retail children's clothing stores New England, New
York and New Jersey.  It filed for Chapter 11 bankruptcy
protection (Bankr. D. Mass. Case No. 11-10577) on Jan. 25, 2011.
Charles A. Dale, III, Esq., at K&L GATES LLP, serves as the
Debtor's bankruptcy counsel.  Consensus Advisers, LLC, is the
Debtor's financial advisor.


SAI RESTAURANTS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Sai Restaurants Inc., doing business as Masala Art, filed for
Chapter 11 protection (Bankr. D. Mass. Case No. 11-12080) on March
14, 2011.

The Company estimated assets of between $100,000 and $500,000, and
liabilities of between $1 million to $10 million.

Eric Convey at Boston Business Journal reports that Sai
Restaurants Inc. is owned by Vinod Kapoor of Lexington.

According to the report, creditors holding the largest obligations
include Needham Bank, which is owed $1.9 million, most of it
unsecured; Happy Rock Merchant Solutions of New York; the federal
Internal Revenue Service, owed $50,000; and the state of
Massachusetts Department of Revenue, also owed $50,000.

The Company is represented in the bankruptcy proceedings by
attorney Michael R. Levin of Norwood, Massachusetts.


SEXY HAIR: U.S. Trustee Takes Aim at Deal With Imperial Capital
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a federal watchdog is
objecting to Sexy Hair Concepts LLC's bid to dole out hundreds of
thousands of dollars to its investment banker, calling the
proposed compensation "exorbitant."

Sexy Hair Concepts, which earlier this month received the go-ahead
to send its plan out for a vote after striking a settlement in the
case, is now facing a challenge to its request to hire Imperial
Capital LLC, according to DBR.  The report relates that the
company wants to pay Imperial Capital a $75,000 "monthly advisory
fee" plus a transaction bonus that's expected to amount to over $1
million.

But the U.S. trustee assigned to the case is bristling at those
numbers and urging a judge to mandate that the company at least
address what services the investment banker is bringing to the
case, the report notes.

"The proposed compensation terms are excessive," S. Margaux Ross,
an attorney for the U.S. trustee, said in court papers filed, DBR
adds.

                      About Sexy Hair

Chatsworth, California-based Sexy Hair Concepts, LLC, is an
operating company engaged in the development, distribution and
marketing of premium quality hair care products and brands.  It
outsources the production and manufacture of its various lines of
premier hair care products and operates from a single facility in
Chatsworth, California, that houses its corporate offices and
distribution warehouse.  It works with several distributors
domestically and internationally, but does not maintain any other
offices.

Sexy Hair filed for Chapter 11 bankruptcy protection on Dec. 21,
2010 (Bankr. C.D. Calif. Case No. 10-25922).  According to its
schedules, Sexy Hair disclosed $78,000,000 in total assets and
$91,141,147 in total debts as of the Petition Date.

Sexy Hair's bankruptcy case is jointly administered with those of
Ecoly International, Inc., a California corporation, and Luxe
Beauty Midco Corporation.  Ecoly is the lead case (Bankr. C.D.
Calif. Case No. 10-25919).

Scott F. Gautier, Esq., at Peitzman, Weg & Kempinsky LLP, serves
as Sexy Hair's bankruptcy counsel.  CRG Partners Group, LLC is the
financial advisor.  Imperial capital, LLC is the investment
banker.  Kurtzman Carson Consultants LLC has been designated as
the entity that will tabulate the ballots and prepare the ballot
summary in connection with Sexy Hair's proposed Chapter 11 plan.
Klee, Tuchin, Bogdanoff & Stern LLP serves as counsel for the
Official Committee of Unsecured Creditors.


SURGERY CENTER: S&P Assigns 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Rating Services said that it assigned its
preliminary 'B+' corporate credit rating to Tampa, Florida-based
Surgery Center Holdings Inc.  The rating outlook is stable.  At
the same time, S&P assigned its preliminary 'B+' issue-level
rating and a preliminary '3' recovery rating to the company's
$20 million revolving credit facility due 2016 and $237.5 million
term loan due 2017.

"The speculative-grade preliminary ratings on Surgery Center
Holdings Inc. reflect S&P's expectation that the company will have
modest EBITDA growth driven by some increase in volume and
relatively flat reimbursement," said Standard & Poor's credit
analyst Rivka Gertzulin.  Therefore, S&P expects the company to
maintain an aggressive financial risk profile in the medium term.
The company operates its outpatient surgery centers under the
trade name Surgery Partners.  S&P views the company's business
risk profile as weak.

H.I.G Capital bought Surgery Partners in December 2009 in a highly
leveraged transaction.  Surgery Partners operates 12
multispecialty outpatient surgery centers in Florida and it is
currently acquiring NovaMed for $198 million plus transaction fees
and expenses.  The proposed $237.5 million term loan, in addition
to some new cash equity from H.I.G. will fund the transaction and
refinance some existing Surgery Partners debt.  In addition to the
senior secured credit facility, the capital structure includes
$54 million of high interest rate mezzanine debt.  Pro forma for
the transaction, based on December 2010 EBITDA for the combined
company, adjusted debt leverage is around 5x.  S&P expects some
synergies from corporate overhead in 2011, and for adjusted debt
leverage to remain between 4x and 5x over the next two years.  Pro
forma funds from operations/debt should approximate 12% and EBITDA
interest coverage exceeds 3x.


TRW AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit rating on Livonia, Michigan-based global auto
supplier TRW Automotive Inc. to 'BB+' from 'BB'.  S&P also raised
the ratings on TRW's various debt issues.  The outlook is stable.

"The upgrade reflects S&P's reassessment of TRW's financial risk
profile as intermediate from significant because of the company's
conservative financial policy, which has led to permanent debt
reduction using discretionary cash flow, and high funds from
operations to total debt," said Standard & Poor's credit analyst
Nancy Messer.  S&P's RATING ACTIONS also reflect the company's
attention to debt reduction, including the reduction of pension
obligations, which S&P believes will better position it to
mitigate potential future earnings volatility.

TRW manufactures active and passive auto safety products (59% and
25% of 2010 revenues, respectively) and is a major Tier 1 supplier
to automakers in the global light-vehicle market.

TRW reported better 2010 earnings and cash flow than S&P expected.
Sales increased 24% in 2010, year over year, mostly as a result of
increased global vehicle production.

The company had $2.6 billion in pension- and lease-adjusted debt
as of Dec. 31, 2010, and leverage was 1.6x for the 12 months ended
Dec. 31, 2010, down from 4.3x for 2009.  S&P expects leverage to
remain at 2.0x or less in calendar-year 2011.  S&P believes the
company's lower breakeven point will allow it to retain most of
the improved margins and cash generating capabilities, although
S&P expects some costs to inevitability rise, and higher commodity
costs and potential demand weakness in Europe remain risks.

S&P continues to view TRW's business risk profile as weak,
reflecting the company's dependence on the highly competitive auto
market, potentially volatile demand, and the sector's low
profitability relative to some other industrial sectors.  S&P
believes the safety segment in which TRW operates has good long-
term growth characteristics, especially in expanding markets such
as China and Brazil, but is still highly dependent on automaker
production levels.  S&P believes TRW's No. 1 or No. 2 market
position reflects the high quality of its products and service, as
well as its technological capabilities and global deliverability.

S&P expects sales in Europe, a key market for TRW, to be flat or
down in 2011 from 2010 levels and auto registrations to decline up
to 8% year over year, partly because of the cessation of various
national scrappage programs that boosted 2009 sales.  S&P also
expect markets to remain weak.  S&P believes North American light-
vehicle sales will increase by about 15% in 2011, to 13.2 million
units.

The stable outlook reflects S&P's view that TRW's financial policy
will continue to favor low leverage to mitigate the industry
business risk that creates volatile earnings and cash flow.  S&P
believes the company's improved cost structure, in combination
with its new business backlog and operating track record, will be
able to sustain its recently improved credit ratios, consistent
with the 'BB+' rating.

For an upgrade to investment grade, S&P would need to reassess
TRW's business risk profile as fair, an improvement from S&P's
current assessment of weak.  Further improvement in the financial
risk profile (i.e., lower debt or higher cash balances) would not
support a higher rating with the currently weak business risk
profile.  Improvements in the business risk profile could result,
for example, from strategies that increased customer diversity
through net new business in the intermediate term and cost
containment that kept margins at about current levels.  TRW
already benefits from a strong market position, good geographic
diversity, and participation in a growth segment of the auto
supply market.  S&P would also expect a conservative financial
policy to balance shareholder return requirements to provide a
downside cushion, given the competitiveness of the industry and
volatile demand of the market.  S&P would need to believe that any
use of its cash balances would be consistent with S&P's
expectations for an investment-grade rating.

Alternatively, S&P could lower the ratings if S&P believed auto
markets would not improve as S&P assumes or if the global economic
recovery falters, thereby preventing the company from sustaining
the financial measures that S&P expects for the 'BB+' rating in
2011 and 2012.  S&P could also lower the ratings if S&P believed
cash generation would be compromised in the year ahead by lower
vehicle production, a spike in commodity costs, or if TRW makes a
transforming acquisition with most of its cash or even new debt.
S&P could also lower the ratings if TRW uses a material amount of
its cash to fund a dividend payout to shareholders or repurchases
its common shares.  For example, if the company's pension- and
lease-adjusted FFO to total debt dropped under 30%, pension- and
lease-adjusted leverage worsened to 2.5x or more, and free cash
flow was limited, S&P could reassess TRW's financial risk profile.


UNITED CONTINENTAL: IAM Accuses AFA of Harassing Flight Attendants
------------------------------------------------------------------
The International Association of Machinists and Aerospace Workers
alleges that the Association of Flight Attendants are harassing
United Air Lines, Inc. AFA-CWA-represented flights attendants who
have shown interest in joining the IAM, Jennifer Michels of
AviationWeek reported, citing a letter sent by the IAM to the AFA-
CWA.

According to the report, the IAM represents more than 9,000 flight
attendants at Continental Airlines, Inc. and the AFA-CWA has more
than 15,000 members at United.  As previously reported, the AFA
and IAM had asked the National Mediation Board to declare that the
merger between United and Continental created a single carrier to
trigger a new election.  The unions hope to represent the combined
number of flight attendants.

IAM General Vice President Robert Roach wrote in the letter to AFA
International President Veda Shook that his union has received
reports that flight attendants, are providing United management
with the names of fellow flight attendants who are members of AFA-
CWA and who support the IAM, "alleging that they are in violation
of minor company policies," the report relayed.  Mr. Roach stated
that flight attendants also reported that some officers within the
AFA are using fear and intimidation to suppress any pro-IAM
discussions, the report noted.

In a March 2, 2011 letter, Ms. Shook replied to Mr. Roach saying
that her union proposed to meet with him to discuss issues
affecting the combined carrier, AviationWeek reported.  Ms. Shook
also stated in the letter that an important distinction between
the AFA and the IAM is that the AFA at United has negotiated an
Onboard Safety Action Program, which enables voluntary reporting
of safety lapses in a "de-identified, non-punitive program," the
report related.  Ms. Shook added that "Despite your efforts to
adversely characterize AFA and the safety professionals at United
. . . flight attendants are to be commended for identifying any
safety hazard and for bringing the incident forward in the
interest of safety for all," the report stated.

In other news, Teamsters organized a rally in early February to
kick off a campaign to organize fleet service workers and ramp
workers at the newly merged Continental/United.

The Teamsters represent Continental fleet service workers and
mechanics at George Bush Intercontinental Airport.  The Teamsters,
with 1.4 million members, represent more than 64,000 airline-
industry workers.  During the past two years, the union has
organized more than 20,000 airline workers, making it the fastest
growing airline union.  The Teamsters also represent mechanics at
United and at Continental.

                      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: D&Os Disclose Ownership of Stock
----------------------------------------------------
In separate filings, directors of United Continental Holdings,
Inc. filed separate statements of changes in beneficial ownership
of United Continental shares from February 22 to March 1, 2011.

These directors acquired shares of United Continental common stock
on February 17 to 25, 2011:

                                                Amt. of Shares
                                                Beneficially
                     Shares        Price        Owned After
Director          Acquired        per Share    Transaction
--------          --------        ---------    --------------
Halbert R. Keith    25,800         $4.86          34,816
Jeffrey A. Smisek  130,689           $0          148,573
Peter D. McDonald   22,269           $0           22,269
Zane Rowe           25,052           $0           29,253
James E. Compton    25,052           $0           29,673
Irene E. Foxhall    16,701           $0           17,751
Michael P. Bonds    15,310           $0           17,147
Halbert R. Keith    10,438           $0           19,256
Jeffrey T. Foland    6,959           $0           11,759
Brett J. Hart       13,918           $0           13,918
Chris Kenny          7,516           $0            7,516

Each of the restricted stock shares acquired by Messrs. Smisek,
McDonald, Rowe, Compton, Bond, Keith, Foland and Hart and Ms.
Foxhall vest in three equal annual installments beginning on
February 25, 2012.

Mr. Keith disposed of 25,800 shares of UAL common stock, at
$27.5022 per share on February 17, 2011.  As a result of the
disposition of the shares, Mr. Keith beneficially owns 8,818
shares of United Continental common stock.

Mr. Keith also disposed of his derived options or right to buy
shares totaling 25,800 shares of United Continental common stock,
resulting to his zero ownership of right to buy shares of United
Continental common stock.  One-third of the option award vested on
April 1, 2010.  The remaining portion of the award vested on
October 1, 2010, upon closing of the merger between the Company,
JT Merger Sub, Inc. and Continental Airlines, Inc.

Mr. Smisek is president and chief executive officer of United
Continental.  Mr. Keith is executive vice president and chief
information officer.  Mr. McDonald is executive vice president and
chief operating officer.  Mr. Rowe is executive vice president and
chief financial officer.  Mr. Compton is executive vice president
and chief revenue officer.  Ms. Foxhall is executive vice
president for communication and government affairs.  Mr. Bonds is
executive vice president for human resources and labor relations.
Mr. Foland is executive vice president for Mileage Plus.  Mr. Hart
is senior vice president, general counsel and corporate secretary.
Mr. Kenny is vice president and controller.

                      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: FMR Discloses 12.554% Equity Stake
------------------------------------------------------
In a Schedule 13-G/A filed with the U.S. Securities and Exchange
Commission dated February 14, 2011, FMR LLC disclosed that it
beneficially owns 39,804,740 shares of United Continental
Holdings, Inc. common stock, representing 12.554% of United
Continental's  total outstanding shares.

As of February 15, 2011, United Continental had 328,550,825 shares
of common stock outstanding.

FMR has sole power to vote 674,231 shares of United Continental
common stock.  FMR has sole power to vote or dispose of 39,804,740
shares of United Continental common stock.

Edward C. Johnson, chairman of FMR LLC, disclosed that it
beneficially owns 39,804,740 shares of United Continental common
stock, representing 12.554% of United Continental total
outstanding shares.  Mr. Johnson has sole power to dispose of
39,804,740 shares of United Continental common stock.

               Fidelity Management & Research

Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC and an investment adviser, is the beneficial owner of
39,130,909 shares or 12.341% of the Common Stock outstanding of
United Continental as a result of acting as investment adviser to
various investment companies registered under Section 8 of the
Investment Company Act of 1940.  The number of shares of Common
Stock of United Continental owned by the investment companies at
Dec. 31, 2010, included 490,264 shares of Common Stock
resulting from the assumed conversion of $9,280,000 principal
amount of CONTINENTL AIR CONV 4.5% 1/15.  The number of shares of
Common Stock of United Continental owned by the investment
companies at Dec. 31, 2010, included 1,370,919 shares of
Common Stock resulting from the assumed conversion of $44,740,000
principal amount of UAL CORP CV 4.5% 6/30/21 144A.  The number of
shares of Common Stock of United Continental owned by the
investment companies at Dec. 31, 2010, included 263,521 shares
of Common Stock resulting from the assumed conversion of
$8,600,000 principal amount of UAL CORP CONV 4.5% 6/30/21.  The
number of shares of Common Stock of United Continental owned by
the investment companies at Dec. 31, 2010, included 414,365
shares of Common Stock resulting from the assumed conversion of
$3,600,000 principal amount of UAL CORP CONV 6% 10/15/29.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 39,130,909
shares owned by the Funds.

Members of the family of Edward C. Johnson 3d, Chairman of FMR
LLC, are the predominant owners, directly or through trusts, of
Series B voting common shares of FMR LLC, representing 49% of the
voting power of FMR LLC.  The Johnson family group and all other
Series B shareholder have entered into a shareholders' voting
agreement under which all Series B voting common shares will be
voted in accordance with the majority vote of Series B voting
common shares.  Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with
respect to FMR LLC.

Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has
the sole power to vote or direct the voting of the shares owned
directly by the Fidelity Funds, which power resides with the
Funds' Boards of Trustees.  Fidelity carries out the voting of the
shares under written guidelines established by the Funds' Boards
of Trustees.

Pyramis Global Advisors Trust Company, an indirect wholly owned
subsidiary of FMR LLC and a bank, is the beneficial owner of 5,000
shares or 0.002% of the outstanding Common Stock of United
Continental as a result of its serving as investment manager of
institutional accounts owning such shares.

Edward C. Johnson 3d and FMR LLC, through its control of Pyramis
Global Advisors Trust Company, each has sole dispositive power
over 5,000 shares and sole power to vote or to direct the voting
of 5,000 shares of Common Stock owned by the institutional
accounts managed by PGATC.

FIL Limited and various foreign-based subsidiaries
provide investment advisory and management services to a
number of non-U.S. investment companies and certain
institutional investors.  FIL, which is a qualified institution
under section 240.13d-1(b)(1)(ii), is the beneficial owner of
668,831 shares or 0.211% of the Common Stock outstanding
of the Company.  The number of shares of Common Stock of
United Continental owned by the institutional accounts at December
31, 2010, included 668,831 shares of Common Stock resulting from
the assumed conversion of $12,660,000 principal amount of
CONTINENTL AIR CONV 4.5% 1/15.

Partnerships controlled predominantly by members of
the family of Edward C. Johnson 3d, Chairman of FMR LLC
and FIL, or trusts for their benefit, own shares of FIL voting
stock with the right to cast approximately 39% of the total
votes which may be cast by all holders of FIL voting stock.  FMR
LLC and FIL are separate and independent corporate entities, and
their Boards of Directors are generally composed of different
individuals.

FMR LLC and FIL are of the view that they are not acting as a
"group" for purposes of Section 13(d) under the Securities
Exchange Act of 1934 and that they are not otherwise required to
attribute to each other the "beneficial ownership" of securities
"beneficially owned" by the other corporation within the meaning
of Rule 13d-3 promulgated under the 1934 Act.  Thus, they believe
that the shares held by the other corporation need not be
aggregated for purposes of Section 13(d).  However, FMR LLC is
making this filing on a voluntary basis as if all of the shares
are beneficially owned by FMR LLC and FIL on a joint basis.

                      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: Wellington Discloses 9.71% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission dated February 14, 2011, Wellington Management Company,
LLP said it beneficially owns 30,780,716 shares of United
Continental Holdings, Inc.'s common stock, representing 9.71% of
United Continental's 322,504,594 total outstanding shares as of
Oct. 21, 2010.

As of February 15, 2011, United Continental had 328,550,825 shares
of common stock outstanding.

Wellington has shared power to vote on 28,022,945 shares of United
Continental common stock and has shared power to dispose of
30,780,716 shares of UAL common stock.

Wellington, in its capacity as investment adviser, may be deemed
to beneficially own 30,780,716 shares of United Continental, which
are held of record by clients of Wellington.

                      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.


UNIVERSAL CITY: NBC Universal Deal Cues Moody's Developing Outlook
------------------------------------------------------------------
Moody's Investors Service changed Universal City Development
Partners, Ltd.'s (Universal Orlando) rating outlook to developing
from stable following the company's disclosure in its Form 10-K
that 50%-owner Blackstone Capital Partners exercised its right
of first refusal and offered to sell its interest in the company
to NBC Universal, Inc. (Baa2, stable rating outlook) and its
affiliates (NBCU Parties).  The developing rating outlook reflects
Moody's view that Blackstone's action could result in a wide range
of potential ownership, leverage and rating outcomes for Universal
Orlando over the next 12-18 months.  Universal Orlando's B1
Corporate Family Rating, Ba2 senior secured debt ratings and B3
senior unsecured and senior subordinated note ratings are not
affected at this time.  However, the credit facility lenders and
bondholders are protected by change of control language that would
limit their downside.  Moody's also updated the loss given default
assessments on Universal Orlando's debt instruments to reflect the
$90 million term loan paydown in March 2011 pursuant to the excess
cash flow sweep.

LGD Updates:

Issuer: Universal City Development Partners, Ltd.

* Senior Secured Bank Credit Facility, Changed to LGD2 - 21% from
  LGD2 - 22% (no change to Ba2 rating)

* Senior Unsecured Regular Bond/Debenture, Changed to LGD5 - 79%
  from LGD5 - 81% (no change to B3 rating)

* Senior Subordinated Regular Bond/Debenture, Changed to LGD6 -
  93% from LGD6 - 94% (no change to B3 rating)

Outlook Actions:

Issuer: Universal City Development Partners, Ltd.

* Outlook, Changed To Developing From Stable

The NBCU Parties have 90 days from Blackstone's March 9, 2011
offer date (until June 12, 2011) to accept the acquisition
offer.  Moody's believes full ownership by NBCU, which owns other
Universal branded theme parks globally, rather than in a 50-50
joint venture with a private equity firm would clarify the long-
term strategic and financial position of the company.  The amount
and source of funding in any acquisition by the NBCU Parties and
what transpires with Universal Orlando's debt will be the primary
factors in any rating decision.  Based on NBCU's stronger credit
standing, Moody's believes NBCU could raise funds at a lower cost
than Universal Orlando to fund a buyout or to refinance Universal
Orlando's existing debt.  A full guarantee of Universal Orlando's
debt not redeemed in conjunction with an NBCU buyout would result
in an upgrade of its debt instrument ratings to a level closer to
or in line with NBCU's rating (depending on the priority of claim
within NBCU) and a withdrawal of Universal Orlando's B1 CFR.

Some consideration for an upgrade of Universal Orlando's CFR would
be given if a buyout of Blackstone is completed with a significant
cash injection from NBCU depending on the level of implicit
support from NBCU for Universal Orlando's debt, the company's
long-term financing plans and Universal Orlando's leverage.
However, incremental leverage along with the single-site nature of
the Orlando theme park assets would more likely result in the CFR
remaining unchanged or potentially being downgraded if a
transaction is funded with a meaningful level of financing at
Universal Orlando that is non-recourse to NBCU.

If NBCU declines Blackstone's offer, then Blackstone has 270 days
to solicit bids for the entire company (including NBCU's stake,
which is "dragged along" in any sale process).  If Blackstone is
successful in finding a third party buyer, the NBCU Parties would
be obligated to accept the sale terms only if the cash purchase
price was at least 90% of the amount of Blackstone's original
offer to the NBCU Parties.  A sale to a third party would likely
result in incremental leverage for Universal Orlando that would
create downward rating pressure.

A sale of Blackstone's 50% interest in Universal Orlando to NBCU
would not constitute a change of control under Universal Orlando's
credit agreement or bond indentures.  Moody's believes NBCU may be
motivated to retire the debt as its cost of capital is lower, as
noted above.  Universal Orlando's notes are redeemable beginning
in November 2012 at specified call prices and earlier at make-
whole premiums of at least 1%.  A sale of all of Universal Orlando
to a third party would trigger a change of control under the
credit agreement and bond indentures.  Moody's would withdraw the
existing debt instrument ratings if they are repaid in such a
scenario, but would likely retain a CFR on Universal Orlando if
new debt is rated in conjunction with the buyout.

If Blackstone and/or the NBCU Parties agree to sell any portion of
their ownership interest, Steven Spielberg may have the right
under his consulting agreement with Universal Orlando to sell an
equivalent percentage of his compensation rights to the
prospective purchasers.  At present, Mr. Spielberg has a right
beginning in June 2017 to terminate the consulting agreement and
receive a one-time payment equal to the fair market value (as
defined) of his interest in the parks and all other comparable
projects.  Moody's already includes in debt an estimate of the
amount of the consultant put obligation and adds the consultant
fee back to EBITDA when calculating leverage.  The purchase price
of the put and the source of financing thereof relative to the
amounts currently factored into the rating will dictate whether
there is an effect on the rating, if any.

Moody's will continue to monitor developments related to the sale
process and will comment further as warranted.  Key developments
would include NBCU's decision regarding Blackstone's offer, the
timing, terms and conditions of any marketing of the entire
company if NBCU does not accept the offer, the source of financing
for any full or partial sale, and the resulting effects on
Universal Orlando's ownership structure, leverage profile and
existing debt instruments.

The opening of the Wizarding World of Harry Potter in June 2010
drove a significant increase in attendance, revenue and EBITDA for
Universal Orlando during 2010.  Universal Orlando's $390 million
of reported EBITDA in 2010 was approximately $90 million higher
than the previous earnings peak reported in 2007.  Debt-to-EBITDA
leverage (4.2x FY 2010 incorporating the $90 million excess cash
flow sweep paid in March 2011, Moody's standard adjustments, and
the Spielberg put as debt) will likely decline in the first half
of 2011 given the continued expected attendance gains driven by
the WWHP attraction.  Moody's believes a decision by NBCU or a
third party to acquire a full or partial stake in Universal
Orlando will be complicated by what are likely to be competing
viewpoints regarding the sustainability of attendance and earnings
driven by WWHP and other attractions.

The last rating action on Universal Orlando occurred on
November 23, 2009, when Moody's upgraded the company's CFR to B1
from B2, assigned a definitive Ba2 rating to the company's senior
secured credit facility, and B3 ratings to the company's senior
unsecured and senior subordinated notes.  The rating actions
concluded the review for upgrade initiated on October 23, 2009."

Moody's subscribers can find further details on Universal
Orlando's Rating Rationale in the credit opinion published on
www.moodys.com.

Universal Orlando's ratings were assigned by evaluating factors
Moody's believe are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Universal Orlando's core industry and Universal
Orlando's ratings are believed to be comparable to those of other
issuers of similar credit risk.

UCDP, headquartered in Orlando Florida, operates the Universal
Studios Florida and Universal Islands of Adventure theme parks,
and Universal CityWalk Orlando, a dining, retail and entertainment
complex.  Universal Orlando is a 50-50 joint venture of Blackstone
and a wholly-owned subsidiary of Vivendi Universal Entertainment
LLLP (VUE; an affiliate of Universal Studios, which is a
subsidiary of NBCU).  Revenue for the fiscal year ended December
2010 was $1.1 billion.


US CENTURY: Fitch Affirms Issuer Default Rating at 'C'
------------------------------------------------------
Fitch Ratings has affirmed and withdrawn its ratings on U.S.
Century Bank including the long-term Issuer Default Rating IDR of
'C'.

USCB's ratings reflect continued weak financial performance,
mainly its exposure to South Florida commercial real-estate, where
commercial real estate values have fallen by an estimated 50%-60%
since 2007.  Fitch had anticipated that USCB would incur higher
losses and potentially breach regulatory capital ratios.  Although
the company remains above minimum regulatory capital standards to
be considered 'well-capitalized', Fitch believes that, given the
bank's CRE and construction portfolios, the embedded losses will
deplete capital further.  In Fitch's opinion, USCB will likely
need to raise additional capital.  It is also extremely likely
that the bank's regulator will place capital requirements on the
bank through a regulatory agreement.

A bank with a long-term IDR of 'C' is by definition considered to
have exceptionally high levels of credit risk.  Default is
considered imminent or inevitable, or the issuer is in standstill.
Conditions that are indicative of a 'C' category rating also
include that the issuer has entered into a grace or cure period
following non-payment of a material financial obligation.  The 'E'
Individual rating reflects a bank with very serious problems,
which either requires or is likely to require external support.
In Fitch's view, absent this external support in the form of a
recapitalization, USCB's Individual rating faces the potential of
a further downgrade to 'F', defined as a bank that has either
defaulted or, in Fitch's opinion, would have defaulted if it had
not received external support.

Fitch has withdrawn the ratings due to a lack of market interest,
combined with a lack of information provided by the company.
While public information is available through regulatory filings,
Fitch views the information currently available from all sources
to be below the necessary threshold to maintain ratings on the
company.  There are no rated debt issuances.

Established in October 2002, USCB is a Miami-based community
bank with assets totaling $1.68 billion and equity totaling
$147.7 million at Dec. 31, 2010.  The bank currently has 25
offices in Miami-Dade and Broward Counties.  USCB is owned by
approximately 450 shareholders and regulated by the FDIC.  The
bank is a stand-alone banking institution without a holding
company and does not have any subsidiaries.

Fitch has affirmed and withdrawn these ratings:

U.S. Century Bank

  -- Long-term Issuer Default Rating at 'C ';
  -- Long-term deposits at 'C/RR3';
  -- Short-term IDR at 'C';
  -- Short-term deposits at 'C';
  -- Individual at 'E';
  -- Support at '5';
  -- Support floor 'NF'.


VICEROY RESORT: Said to Prepare for Bankruptcy With Starwood Deal
-----------------------------------------------------------------
Mike Spector and Kris Hudson, writing for The Wall Street Journal,
report that the 166-room resort on the Caribbean island of
Anguilla plans to file for bankruptcy protection and then ask a
U.S. judge to approve an auction in Anguilla.

According to the report, people familiar with the matter said the
owners of the Viceroy resort are preparing to put the posh getaway
into bankruptcy court in a deal that would hand the hotel suites
and villas to real-estate mogul Barry Sternlicht's Starwood
Capital.

The Viceroy is owned by a partnership of Viceroy Hotels & Resorts
and Lubert-Adler Real Estate Funds.  Sources said the filing may
occur as soon as Thursday.

The Journal notes the Viceroy's current owners got a $358 million
mortgage from Citigroup Inc. in 2006 with a goal of attracting
rich vacationers to luxurious amenities that included personal
pools for each villa.  The developers described it as an
"exquisite rendition of the residential resort concept" on
Anguilla.

Law firm Akin Gump Strauss Hauer & Feld is advising Viceroy. DLA
Piper is advising Starwood.


WEST END FINANCIAL: Files for Chapter 11, Blames Ex-Owner
---------------------------------------------------------
West End Financial Advisors LLC, Sentinel Investment Management
Corp. and a number of affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-11152) in Manhattan on March 15,
2011.

William Landberg created WEFA in 2000 as an investment and
financial management company. Subsequently he purchased Sentinel
Investment Management Corp., a boutique investment advisory
company.  Sentinel and WEFA targeted individual private clients
for investments in fixed income funds and alternative investment
products.  The funds were generally structured as limited
partnerships.  WEFA was the general partner of many of the limited
partnerships created by Mr. Landberg and received fees for its
administration and management of the limited partnerships.
Sentinel was an investment manager for some of the LPs and
received additional fees for its role in providing investment
advice to the limited partners who invested in the various Funds.

Mr. Landberg created approximately 42 limited partnership funds as
investment vehicles.  Two funds in particular were the major funds
in which LPs and other West End Funds were invested -- West End
Mortgage Finance Fund a/k/a WEMFF a/k/a the "Franchise Fund" and
West End Mercury Short Term a/k/a Mercury a/k/a the "Hard Money
Fund."  The Franchise Fund was engaged in the business of making
franchise loans to commercial food service franchisees, whereas
the Hard Money Fund was in the business of making short term real
estate mortgage loans.

Raymond J. Heslin, managing member and general partner of WEFA,
relates that after discovering misappropriation of funds by
Mr. Landberg, he caused Sentinel, WEFA and all of the Debtors to
suspend their normal operations and distributions and
conducted an internal investigation that led to discovery of
further improprieties.  Mr. Landberg's involvement in the
management and operation of the West End Funds immediately ceased
and he ultimately resigned from all West End related entities
effective June 2,2009.

Mr. Heslin retained Jeffrey Hoffman, Esq., at Hoffman & Pollack on
behalf of the Debtors to conduct a criminal investigation and he
promptly met with representatives of the United States Department
of Justice, the Securities and Exchange Commission, and the
Federal Bureau of Investigation in order to provide full
disclosure of the facts and documents

As a result of disclosure of Mr. Landberg's improprieties, at the
height of the credit market freeze, MCC Funding LLC (the Hard
Money Fund) received a notice of default on or about May 11,2009
from WestLB AG, New York Branch for, among other things, MCC's use
of funds for purposes other than set forth in the $200 million
revolving credit Facility.  Numerous other defaults preceded.
Thesnotices of default entitled the identified lenders to pursue
their remedies under the various loan agreements including
foreclosing on certain secured collateral.

The immediate nearly impossible problem was to find a lending
source in frozen credit markets which would enable WEFA to return
the approximately $11 million in misappropriated funds to WestLB
and to secure interim funding thereby allowing WEFA to maintain
its business operations. To that end, WEFA immediately began
investigating various funding alternatives and presented potential
investment partners to WestLB and to arrange for the sale of
collateral on a loan.

On July 9, 2009, after substantial negotiations, Mercury entered
into a letter of intent and term sheet with Northlight Financial,
LLC in which Northlight agreed under certain conditions to provide
a secured credit loan to Mercury of up to $6 million. The funds
loaned by Northlight to Mercury occurred in a series of
transactions that closed over the span of several months in August
2009, December 2009, January and February 2010.

The Debtors on Jan. 11, 2011 retained GoldinAssociates LLC, to act
as an Independent Monitor to the Funds assisting in the
formulation of a plan of distribution for the Funds' assets.

On Jan. 20, 2011, the SEC filed a complaint against WEFA, WECM and
Sentinel Investment Management Corporation.  On Jan. 26,2011, the
SEC made an ex parte motion for a TRO and a motion for a
preliminary injunction appointing an Independent Monitor, Mark
Radke, with few restrictions on his fees and powers.  The Company
Defendants filed a motion to dissolve the ex parte TRO, and
opposed the SEC's Motion.

Following careful consideration of all alternatives, the Company,
Funds and WELPAC have determined that the commencement of the
Bankruptcy Cases will maximize the return for both creditors and
LPs of the Funds as the protections afforded the Funds in
bankruptcy court will, offer relief, allow for the consolidation
of the Funds to account for the comingling that occurred under Mr.
Landberg and ensure an equitable result for all creditors an
parties of interest including the LPs.

                       Ownership Interests

According to a court filing attached to the petition, the Debtors
own interests in certain non-debtor entities:

  * West End Financial Advisors, LLC owns an interest in Geneva
    Mortgage Company;

  * West End Real Estate Fund I LP owns an interest in Scioto
    LLC; Easton Ridge Apartments LLC; Ivywood 67 LLC; Burgundy 102
    LLC; and 90 LLC.

  * West End Special Opportunity Fund II, LP owns 14.9% ofthe
    publicly traded common stock in Fusion Telecommunications
    International Inc.

  * West End Special Opportunity Fund, LP owns an interest in
    Southwood Court Properties and Kensington Financial Services;
    and 183,333 shares in Rovian.

  * West End Mortgage Finance Fund I, LP owns an interest in
    Century Financial.


WEST END FINANCIAL: Case Summary & 57 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: West End Financial Advisors LLC, Debtor
        410 Park Avenue, 15th Floor
        New York, NY 10022

Bankruptcy Case No.: 11-11152

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                Case No.
        ------                                --------
Sentinel Investment Management Corp.          11-11153
West End Capital Management, LLC              11-11154
Benedek Development Group, LLC                11-11155
West End Mercury Short Term Mortgage Fund LP  11-11156
L/C Family Limited Partnership                11-11157
SIMCO SPV 1 LP                                11-11158
West End Fixed Income Partners, LP            11-11159
West End Income Strategies Fund, LP           11-11160
West End Absolute Return Fund I, LP           11-11161
West End Mortgage Finance Fund I LP           11-11162
West End Private Client Income Fund LP        11-11163
West End Real Estate Fund I LP                11-11164
West End Special Opportunity Fund, LP         11-11165
West End Special Opportunity Fund II LP       11-11166
Amagansett Realty SPV 1, LLC                  11-11167

Chapter 11 Petition Date: March 15, 2011

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

Debtors' Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK,
                  P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  Fax: (212) 956-2164
                  E-mail: amg@robinsonbrog.com

Lead Debtor's
Estimated Assets: $1,000,001 to $10,000,000

Lead Debtor's
Estimated Debts: $1,000,001 to $10,000,000

The petition was signed by Raymond J. Heslin, manager.

Debtor's List of 57 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Signature Bank                     --                   $2,600,000
565 Fifth Avenue
New York, NY 10017

Becker, Glynn, Melamed & Muffly LLP--                     $288,668
299 Park Avenue
New York, NY 10171

Daylight Forensic & Advisory LLC   --                     $272,177
1 Rockefeller Plaza
New York, NY 10020

Kramer, Kevin                      --                     $200,000

Citrin Cooperman & Company         --                     $178,046

Sonnenschein, Nath & Rosenthal, LLP--                     $177,396

Seyfarth Shaw LLP                  --                     $143,084

Marks, Paneth & Shron              --                      $97,500

Tannenbaum, Helpern, Syracuse &    --                      $87,803
Hirschtritt

American Express (W. Landberg)     --                      $82,667

Hoffman & Pollok LLP               --                      $50,433

Moore, Thomas                      --                      $50,000

Interactive Data Real - Time       --                      $38,530
Services

Smallberg, Sorkin & Co. LLP        --                      $30,911

Davis, Jonathan                    --                      $25,219

Canon Financial Services Inc.      --                      $21,000

Clayman & Rosenberg                --                      $18,387

Ferber, Chan, Essner & Coller, LLP --                      $14,107

Esseks, Hefter & Angel, LLP        --                      $10,265

Thomson Financial LLC              --                       $9,083

William O'Neil Co.                 --                       $6,250

Risk Metrics Group                 --                       $6,047

Abrams, Fensterman, Fensterman,    --                       $5,000
et al

Time Warner Cable                  --                       $4,804

Pitney Bowes Global Financial      --                       $4,561
Service LLC

Becker, Glynn, Melamed & Muffy LLP --                       $4,293

Live Office                        --                       $3,125

Imperial Credit Corporation        --                       $3,117

Staples Business Advantage         --                       $2,601

Data Mining Technologies           --                       $2,558

Kramer, Kevin                      --                       $2,500

Travelers                          --                       $2,399

De Lange Landen                    --                       $2,228

Atzian, Lynn, CPA                  --                       $1,920

Ford & Harrison LLP                --                       $1,866

United Corporate Service           --                       $1,835

Brecher, Daniel                    --                       $1,826

Saul Ewing                         --                       $1,760

Seamless Web Professional          --                       $1,449
Solutions, Inc.

Superior Resource Printing &       --                       $1,257
Graphics

Town Clerk - Town of East Hampton  --                       $1,130

Avenue Magazine                    --                       $1,000

Guardian Service Industries, Inc.  --                         $588

Pitney Bowes Purchase Power        --                         $573

Interior Foliage Design, Inc.      --                         $515

ATA Corporate Service, LLC         --                         $450

Active Irrigation, Inc.            --                         $380

Poland Spring                      --                         $348

CSC                                --                         $284

Johnson, Kenneth A.                --                         $278

Alliance Distributors & Services,  --                         $250
LLC

American Stock Exchange LLC        --                         $217

Broadview Networks                 --                         $200

City Market                        --                         $195

JG Graphics                        --                          $82

Federal Express                    --                          $15

Conte Consulting                   --                      unknown


WESTERN REFINING: S&P Assigns 'B' Rating to $325 Mil. Senior Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue rating to El Paso, Texas-based Western Refining Inc.'s
proposed $325 million senior secured term loan B.  S&P has
assigned a '3' recovery rating to this debt, indicating S&P's
expectation of meaningful (50% to 70%) recovery in the event of
payment default.  The refiner plans to use the proceeds from its
proposed term loan to retire the $317 million currently due on its
existing term loan B due May 30, 2014.

S&P also affirmed the 'B' rating on Western's other senior secured
debt obligations and removed it from CreditWatch where it had been
placed with negative implications on Aug.  9, 2010.  S&P revised
the recovery rating on these obligations to '3', which indicates
its expectation of meaningful (50% to 70%) recovery in the event
of a default, from '4'.  These ratings incorporate S&P's revised
assumptions for applying its recovery methodology to assign
recovery ratings to refiners.

The 'B' corporate credit rating and stable outlook on Western
reflects the company's exposure to the cyclical and capital-
intensive refining industry, aggressive debt leverage, volatile
operating margins, and a high degree of operating leverage.
Ratings also reflect its adequate liquidity and operations in PADD
3, where refineries operating in that region have historically
been more profitable than refineries exposed to coastal dynamics
and imports.  The stable outlook reflects S&P's expectation that
Western will maintain adequate liquidity despite potential
volatility in refining margins.  S&P envision that the company
will use excess cash flow to reduce debt.  In addition, S&P
expects Western to maintain minimum liquidity of $125 million
throughout the refining cycle.  S&P does not currently foresee the
company breaching this level given its expectation that the
company will be free cash flow positive in 2011.

                          Ratings List

                      Western Refining Inc.

         Corporate credit rating              B/Stable/--

                           New Rating

              Proposed $325 mil Term Loan B       B
               Recovery rating                    3

            Rating Affirmed; Recovery Rating Revised

                                          To         From
                                          --         ----
      Senior secured debt                 B          B
        Recovery rating                   3          4


* Study: Private Equity Firms Using IPOs to Refinance Heavy Debt
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that private equity firms have to
refinance $814 billion in debt by 2016 and many are choosing to
sell down their debt in leveraged companies via initial public
offerings, according to research released.  The report relates
that the debt load, spread over 6,055 deals held by private equity
portfolio companies globally, is due to mature over the next six
years, with over $80 billion across 752 deals due for refinancing
this year alone, according to a new report from international law
firm Freshfields Bruckhaus Deringer.

"Given the sheer volume and size of maturing LBOs [leveraged
buyouts] a large number of businesses will require some form of
debt restructuring, with an armory of solutions likely to be
deployed," DBR quotes David Trott, head of U.K. banking at
Freshfields, as saying.

Mr. Trott predicts that buyout firms are likely to cut their
interest in leveraged companies via an initial public flotation
while at the same time prepaying a significant amount of
acquisition debt, the report adds.


* Filings in Federal Judiciary Continued to Grow in FY2010
----------------------------------------------------------
In fiscal year 2010, the federal district courts saw continued
growth in civil, criminal, and bankruptcy filings, as well as the
number of pretrial services cases and persons under supervision.
This continues a decade-long trend of growth in these filings.
Only the total number of appeals filed declined, pulled down  by
slight drops in criminal and administrative agency appeals. The
number of civil appeals filed remained relatively unchanged.

Federal court caseload statistics for fiscal year 2010 were
released March 15 by the Administrative Office of the United
States Courts.  Complete statistics for FY 2010, which ran from
October 1, 2009, to Sept. 30, 2010, are now available in Judicial
Business of the United States Courts, at
http://www.uscourts.gov/Statistics/JudicialBusiness.aspx

In 2010, the U.S. bankruptcy courts received 1,596,355 bankruptcy
petitions, a 14 percent increase over the number received in 2009.
This year's total was the highest since 2005, the last full year
before the Bankruptcy Abuse Prevention and Consumer Protection Act
of 2005 took effect. Nonbusiness petitions grew 14 percent while
business petitions fell 1 percent.

Bankruptcy filings rose in 73 of the 90 bankruptcy courts,
remained steady in one court (the Western District of
Pennsylvania), and fell in 16 courts. The Eastern and Western
Districts of Tennessee reported reductions of 6 percent in
bankruptcy filings, the sharpest declines in total filings
nationwide. Filings in all four California districts grew by more
than 20 percent. The largest percentage increases in the nation
were in the Central District of California and the Southern
District of Florida, both of which had 42 percent more filings in
FY 2010. Filings rose 36 percent in the District of Arizona. Of
the 14 courts where filings rose by more than 20 percent, 11 were
west of the Mississippi River.

A copy of the release is available at http://is.gd/GmDdGL


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
In Re Kerry Moriarty
   Bankr. C.D. Calif. Case No. 11-11059
      Chapter 11 Petition filed March 9, 2011

In Re Milton Quach
   Bankr. C.D. Calif. Case No. 11-13265
      Chapter 11 Petition filed March 9, 2011

In Re Ruben Fernandez
   Bankr. C.D. Calif. Case No. 11-20171
      Chapter 11 Petition filed March 9, 2011

In Re Evelyn Harbold
   Bankr. N.D. Calif. Case No. 11-30925
      Chapter 11 Petition filed March 9, 2011

In Re Mikhail Vykhopen
   Bankr. M.D. Fla. Case No. 11-04269
      Chapter 11 Petition filed March 9, 2011

In Re Limitless Design & Construction, Inc.
        dba Limitless
   Bankr. N.D. Ill. Case No. 11-09728
      Chapter 11 Petition filed March 9, 2011
         See http://bankrupt.com/misc/ilnb11-09728p.pdf
         See http://bankrupt.com/misc/ilnb11-09728c.pdf

In Re Bruce Deans
   Bankr. D. Md. Case No. 11-14758
      Chapter 11 Petition filed March 9, 2011

In Re Liberator, LLC
   Bankr. D. Mass. Case No. 11-11935
      Chapter 11 Petition filed March 9, 2011
         See http://bankrupt.com/misc/mab11-11935.pdf

In Re Gregory Dalton
   Bankr. N.D. Miss. Case No. 11-11106
      Chapter 11 Petition filed March 9, 2011

In Re Robert Langner
   Bankr. N.D. Miss. Case No. 11-11109
      Chapter 11 Petition filed March 9, 2011

In Re Troy Regas
   Bankr. D. Nev. Case No. 11-50717
      Chapter 11 Petition filed March 9, 2011

In Re Joe Hyatt
   Bankr. D. N.M. Case No. 11-10973
      Chapter 11 Petition filed March 9, 2011

In Re Craig Mahrle
   Bankr. M.D. Pa. Case No. 11-01642
      Chapter 11 Petition filed March 9, 2011

In Re Wayne Building Company, Inc.
   Bankr. M.D. Pa. Case No. 11-01645
      Chapter 11 Petition filed March 9, 2011
         See http://bankrupt.com/misc/pamb11-01645.pdf

In Re Springfield Munitions Company, LLC
   Bankr. W.D. Pa. Case No. 11-10398
      Chapter 11 Petition filed March 9, 2011
         See http://bankrupt.com/misc/pawb11-10398.pdf

In Re Felix Lopez Calderon
   Bankr. D. Puerto Rico Case No. 11-01981
      Chapter 11 Petition filed March 9, 2011
In Re Cleopatra Lounge LLC
   Bankr E.D. Va. Case No. 11-11646
      Chapter 11 Petition filed March 9, 2011
         filed pro se

In Re Barbara Donahue
   Bankr. S.D. W.Va. Case No. 11-30158
      Chapter 11 Petition filed March 9, 2011

In Re Forrest Donahue
   Bankr. S.D. W.Va. Case No. 11-30159
      Chapter 11 Petition filed March 9, 2011

In Re Willard Ryals
   Bankr. S.D. Ala. Case No. 11-00932
      Chapter 11 Petition filed March 10, 2011

In Re Mark Rusin
   Bankr. D. Ariz. Case No. 11-06081
      Chapter 11 Petition filed March 10, 2011

In Re Ryung Ro
   Bankr. D. Ariz. Case No. 11-06068
      Chapter 11 Petition filed March 10, 2011

In Re Warren Gillette
   Bankr. D. Ariz. Case No. 11-06173
      Chapter 11 Petition filed March 10, 2011

In Re EA KM Investment, Inc.
   Bankr. C.D. Calif. Case No. 11-20383
      Chapter 11 Petition filed March 10, 2011
         See http://bankrupt.com/misc/cacb11-20383.pdf

In Re Kevin Monosco
   Bankr. C.D. Calif. Case No. 11-11098
      Chapter 11 Petition filed March 10, 2011

In Re Vahe Aftandilian
   Bankr. C.D. Calif. Case No. 11-12992
      Chapter 11 Petition filed March 10, 2011

In Re John Samarin
   Bankr. E.D. Calif. Case No. 11-12793
      Chapter 11 Petition filed March 10, 2011

In Re All Freight Logistics, LLC
   Bankr. D. Conn. Case No. 11-30581
      Chapter 11 Petition filed March 10, 2011
         See http://bankrupt.com/misc/ctb11-30581.pdf

In Re Savin Rock Roasting Company II, Inc.
        fdba Harborside Bar & Grille
   Bankr. D. Conn. Case No. 11-50438
      Chapter 11 Petition filed March 10, 2011
         See http://bankrupt.com/misc/ctb11-50438.pdf

In Re Water Tower Hardware
   Bankr. M.D. Fla. Case No. 11-03252
      Chapter 11 Petition filed March 10, 2011
         See http://bankrupt.com/misc/flmb11-03252.pdf

In Re Sagewood LLC
   Bankr. D. Idaho Case No. 11-40286
      Chapter 11 Petition filed March 10, 2011
         See http://bankrupt.com/misc/idb11-40286.pdf

In Re Jeffery Agunath
   Bankr. N.D. Ill. Case No. 11-09949
      Chapter 11 Petition filed March 10, 2011

In Re Ali Eshghi
   Bankr. D. Md. Case No. 11-14806
      Chapter 11 Petition filed March 10, 2011

In Re One Stop, LLC
   Bankr. E.D. Mich. Case No. 11-46467
      Chapter 11 Petition filed March 10, 2011
         See http://bankrupt.com/misc/mieb11-46467.pdf

In Re Lonnie Empey
   Bankr. D. Nev. Case No. 11-13308
      Chapter 11 Petition filed March 10, 2011

In Re Sima Har-Lev
   Bankr. D. Nev. Case No. 11-13346
      Chapter 11 Petition filed March 10, 2011

In Re Mott Marina, LLC
   Bankr E.D.N.Y. Case No. 11-41863
      Chapter 11 Petition filed March 10, 2011
         filed pro se

In Re 47th Street Gourmet Inc.
        aka Teresa's Gourmet Cafe
   Bankr. S.D.N.Y. Case No. 11-11021
      Chapter 11 Petition filed March 10, 2011
         See http://bankrupt.com/misc/nysb11-11021.pdf

In Re 420 Amsterdam Corp.
        dba 420 Bar & Lounge
   Bankr. S.D N.Y. Case No. 11-11039
      Chapter 11 Petition filed March 10, 2011
         See http://bankrupt.com/misc/nysb11-11039.pdf

In Re Anthony Trigona
   Bankr. W.D. Pa. Case No. 11-70234
      Chapter 11 Petition filed March 10, 2011

In Re John Chapman
   Bankr. M.D. Tenn. Case No. 11-02435
      Chapter 11 Petition filed March 10, 2011

In Re NSC Improvement Inc.
   Bankr E.D. Va. Case No. 11-50441
      Chapter 11 Petition filed March 10, 2011
         filed pro se

In Re Jarman Hothi
   Bankr. E.D. Wash. Case No. 11-01176
      Chapter 11 Petition filed March 10, 2011

In Re T & L Communications, Inc.
   Bankr. W.D. Wash. Case No. 11-41833
      Chapter 11 Petition filed March 10, 2011
         See http://bankrupt.com/misc/wawb11-41833.pdf

In Re Thomas Scesniak
   Bankr. W.D. Wash. Case No. 11-12680
      Chapter 11 Petition filed March 10, 2011

In Re Douglas Depugh
   Bankr. D. Ariz. Case No. 11-06304
      Chapter 11 Petition filed March 11, 2011

In Re Hamilton Dental Designs, Inc.
   Bankr. E.D. Calif. Case No. 11-90885
      Chapter 11 Petition filed March 11, 2011
         See http://bankrupt.com/misc/caeb11-90885.pdf

In Re Grimes Cranes, Inc.
   Bankr. N.D. Fla. Case No. 11-40180
      Chapter 11 Petition filed March 11, 2011
         See http://bankrupt.com/misc/flnb11-40180.pdf

In Re Alan Verdoes
   Bankr. D. Minn. Case No. 11-31535
      Chapter 11 Petition filed March 11, 2011

In Re Camp Tashbar LLC
   Bankr. E.D.N.Y. Case No. 11-41885
      Chapter 11 Petition filed March 11, 2011
         See http://bankrupt.com/misc/nyeb11-41885.pdf

In Re FJB LLC
   Bankr. S.D.N.Y. Case No. 11-11060
      Chapter 11 Petition filed March 11, 2011
         See http://bankrupt.com/misc/nysb11-11060.pdf

In Re Martin Prager
   Bankr. S.D.N.Y. Case No. 11-11049
      Chapter 11 Petition filed March 11, 2011

In Re Jamela Williams
   Bankr. W.D. Pa. Case No. 11-21417
      Chapter 11 Petition filed March 11, 2011

In Re Jamestown Water Systems, LLC
   Bankr D. S.C. Case No. 11-01611
      Chapter 11 Petition filed March 11, 2011
         filed pro se

In Re The Islamic Center Of Memphis, Inc.
   Bankr. W.D. Tenn. Case No. 11-22615
      Chapter 11 Petition filed March 11, 2011
         See http://bankrupt.com/misc/tnwb11-22615.pdf

In Re Howard Coulson
   Bankr. E.D. Wash. Case No. 11-01206
      Chapter 11 Petition filed March 11, 2011

In Re Robert Schreihans
   Bankr. D. Nev. Case No. 11-50774
      Chapter 11 Petition filed March 13, 2011

In Re A New Beginning Community Organization
   Bankr. W.D. Tenn. Case No. 11-22618
      Chapter 11 Petition filed March 13, 2011
         See http://bankrupt.com/misc/tnwb11-22618.pdf

In Re Maria Balderas
   Bankr. C.D. Calif. Case No. 11-18201
      Chapter 11 Petition filed March 14, 2011

In Re Market Street Self Storage LLC
   Bankr C.D. Calif. Case No. 11-18289
      Chapter 11 Petition filed March 14, 2011
         filed pro se

In Re Pacific Holding and Development, LLC
   Bankr. C.D. Calif. Case No. 11-18204
      Chapter 11 Petition filed March 14, 2011
         See http://bankrupt.com/misc/cacb11-18204.pdf

In Re Pirate Auto Recovery, Inc.
   Bankr. C.D. Calif. Case No. 11-20865
      Chapter 11 Petition filed March 14, 2011
         See http://bankrupt.com/misc/cacb11-20865.pdf

In Re SMLD, LLC
   Bankr. N.D. Calif. Case No. 11-42733
      Chapter 11 Petition filed March 14, 2011
         See http://bankrupt.com/misc/canb11-42733.pdf

In Re Tru Bach
   Bankr. N.D. Calif. Case No. 11-42710
      Chapter 11 Petition filed March 14, 2011

In Re Robert McAllister
   Bankr. D. Colo. Case No. 11-15009
      Chapter 11 Petition filed March 14, 2011

In Re Eagle Storage, LLC
   Bankr. M.D. Fla. Case No. 11-04482
      Chapter 11 Petition filed March 14, 2011
         See http://bankrupt.com/misc/flmb11-04482.pdf

In Re Roozbeh Davani
   Bankr. M.D. Fla. Case No. 11-01685
      Chapter 11 Petition filed March 14, 2011

In Re Ocean Garden Development, LLC.
   Bankr S.D. Fla. Case No. 11-16685
      Chapter 11 Petition filed March 14, 2011
         filed pro se

In Re Serenity Cove Resort, LLC
   Bankr. S.D. Fla. Case No. 11-16715
      Chapter 11 Petition filed March 14, 2011
         See http://bankrupt.com/misc/flsb11-16715p.pdf
         See http://bankrupt.com/misc/flsb11-16715c.pdf

In Re DKB College Fund LLC
   Bankr N.D. Ga. Case No. 11-57802
      Chapter 11 Petition filed March 14, 2011
         filed pro se

In Re Life-Force EMS, Inc.
        dba Life-Force Ambulance
   Bankr N.D. Ga. Case No. 11-40784
      Chapter 11 Petition filed March 14, 2011
         filed pro se

In Re 4 D Petroleum Consultants LLC
   Bankr. D. Kan. Case No. 11-10580
      Chapter 11 Petition filed March 14, 2011
         See http://bankrupt.com/misc/ksb11-10580.pdf

In Re Brian Metzger
   Bankr. D. Kan. Case No. 11-10586
      Chapter 11 Petition filed March 14, 2011

In Re Richard Armer
   Bankr. D. Kan. Case No. 11-10557
      Chapter 11 Petition filed March 14, 2011

In Re Richard G. Armer LLC
   Bankr. D. Kan. Case No. 11-10578
      Chapter 11 Petition filed March 14, 2011
         See http://bankrupt.com/misc/ksb11-10578.pdf

In Re Kids Only II Preschool, L.L.C.
   Bankr. W.D. La. Case No. 11-50338
      Chapter 11 Petition filed March 14, 2011
         See http://bankrupt.com/misc/lawb11-50338.pdf

In Re Calvary Church of God in Christ, Inc.
   Bankr. D. Md. Case No. 11-15162
      Chapter 11 Petition filed March 14, 2011
         See http://bankrupt.com/misc/mdb11-15162.pdf

In Re Stout Industries, LLC
   Bankr. E.D. Mich. Case No. 11-46842
      Chapter 11 Petition filed March 14, 2011
         See http://bankrupt.com/misc/mieb11-46842p.pdf
         See http://bankrupt.com/misc/mieb11-46842c.pdf

In Re Bello Food & Restaurant Inc.
   Bankr E.D.N.Y. Case No. 11-71531
      Chapter 11 Petition filed March 14, 2011
         filed pro se

In Re Daniel Karron
   Bankr. E.D.N.Y. Case No. 11-71546
      Chapter 11 Petition filed March 14, 2011

In Re Bijan Danialian
   Bankr. S.D.N.Y. Case No. 11-11115
      Chapter 11 Petition filed March 14, 2011

In Re Walton Smith
   Bankr. E.D. N.C. Case No. 11-01948
      Chapter 11 Petition filed March 14, 2011

In Re Leachman Investments, LLC
   Bankr. W.D. N.C. Case No. 11-10237
      Chapter 11 Petition filed March 14, 2011
         See http://bankrupt.com/misc/ncwb11-10237.pdf

In Re XXIV, LLC
   Bankr. E.D. Pa. Case No. 11-11888
      Chapter 11 Petition filed March 14, 2011
         See http://bankrupt.com/misc/paeb11-11888.pdf

In Re B & D Enterprise and Contracting, Inc.
   Bankr. E.D. Tenn. Case No. 11-11447
      Chapter 11 Petition filed March 14, 2011
         See http://bankrupt.com/misc/tneb11-11447.pdf

In Re Hamid Hosseinian
   Bankr. E.D. Va. Case No. 11-11762
      Chapter 11 Petition filed March 14, 2011

In Re Jord Construction, LLC
   Bankr. E.D. Va. Case No. 11-31653
      Chapter 11 Petition filed March 14, 2011
         See http://bankrupt.com/misc/vaeb11-31653.pdf


                           *********

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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