TCR_Public/110328.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, March 28, 2011, Vol. 15, No. 86

                            Headlines

A1 HOTELS: Voluntary Chapter 11 Case Summary
ABC LEARNING: Creditor Appeals Expansive Reading on Injunction
AGWAY INC: Bankr. Ct. Can Review Postconfirmation Tax Dispute
AIRTRAN HOLDINGS: Stockholders Approve Southwest Merger
ALABAMA AIRCRAFT: Boeing Claim Imperils Ch. 11 Plan, Creditors Say

ALLY FINANCIAL: GM to Dump All Series A Preferreds
ALLY FINANCIAL: To Offer 40.87MM of Series A Preferred Securities
AMERICAN APPAREL: Names M. Staff as Chief Business Devt. Officer
AMR CORP: Fitch Keeps IDR at 'CCC'; Labor Costs Top Peers
ARYX THERAPEUTICS: Gets Default Notice Due to Missed Payments

AWAL BANK: To Give Up Partnership for Release of Liability
BANK OF COMMERCE: Closed; Advantage Nat'l Bank Assumes Deposits
BARCLAY BUSINESS: Case Summary & 20 Largest Unsecured Creditors
BBB ACQUISITION: Court Extends Solicitation Period Until April 21
BERNARD L. MADOFF: Jaffe Appeals Denial of $550 Million Deal

BERNARD L. MADOFF: Investor Group Seeks Removal of Trustee
BIG WHALE: Owner of 49 Milwaukee Properties in Ch. 11
BINGO.COM LTD: Davidson & Company Raises Going Concern Doubt
BIOFUEL ENERGY: Thomas Edelman Discloses 11.0% Equity Stake
BIOJECT MEDICAL: Incurs $1.47 Million Net Loss in 2010

BIOLASE TECHNOLOGY: Files Form 10-K, Posts $12-Mil. Net Loss
BIONEUTRAL GROUP: Reports $550,815 Net Loss in Jan. 31 Quarter
BORDERS GROUP: Store Closing Sales at 24 Stores Ongoing
BRL, LLC: Case Summary & 7 Largest Unsecured Creditors
BROWN PUBLISHING: Modifies Compensation Scheme for K&L Gates

BROWN PUBLISHING: Amended Plan Earmarks $275T for Unsecureds
BROWN PUBLISHING: Seeks May 24 Extension of Solicitation Period
C0NSTRUCTORA RIVAS: Case Summary & 20 Largest Unsecured Creditors
CANBERRA HOLDINGS: Moody's Assigns 'B2' Corp. Family Rating
CAPITOL HILL: Pillsbury Fights for Expenses from Malpractice Suit

CARPENTER CONTRACTORS: Employs Crowe Horwath as Auditors
CARPENTER CONTRACTORS: Taps Great American as Appraiser
CASCADE BANCORP: Registers 44.54-Mil. Shares of Stock
CC MEDIA: 2.54MM Shares Tendered Under Executive Incentive Plan
CCS CORPORATION: Bank Debt Trades at 5% Off in Secondary Market

CEMTREX INC: Govil, Secretary, Owns 3 Million Common Shares
CENTER COURT: Case Summary & 3 Largest Unsecured Creditors
CHARLIE BATCH: Primerock Real Estate Fund May Pursue Collateral
CIRCLE T PIPELINE: Case Summary & 20 Largest Unsecured Creditors
CINRAM INT'L: Bank Debt Trades at 21% Off in Secondary Market

CIRCUIT CITY: Administrative Stub Rent Not Immediately Payable
CLEAR CHANNEL: Bank Debt Trades at 12% Off in Secondary Market
CNL LIFESTYLE: Moody's Assigns 'Ba3' Rating to Senior Unsec. Notes
COMBIMATRIX CORP: Peterson Sullivan Raises Going Concern Doubt
COMMONWEALTH BIOTECHNOLOGIES: Holders of Common Stock Total 48

CONOLOG CORP: Posts $2.4 Million Net Loss in Jan. 31 Quarter
CONVERSION SERVICES: Incurs $771,753 Net Loss in 2010
COPELAND PROPERTIES: Case Summary & 11 Largest Unsecured Creditors
CORD BLOOD: Plans to Buy SouthAm Cell Storage Provider for $10MM
CORUS BANKSHARES: Tricadia Debt Purchase Could End Ch. 11 Deadlock

DEARBORN BANCORP: BKD LLP Raises Going Concern Doubt
DMS HOTEL: Voluntary Chapter 11 Case Summary
DREIER LLP: Creditors Sue Tory Burch Over Unpaid Legal Bills
EAGLE RIDGE: Case Summary & 7 Largest Unsecured Creditors
EMPIRE RESORTS: Fails to Comply With NASDAQ's Listing Rule

EMPIRE RESORTS: Offers Rights to Purchase 39.60MM Common Shares
FIDELITY PROPERTIES: Judge Jennemann Denies Case Conversion Plea
FIRST METALS: Quebec Court Appoints Demers Beaulne as Receiver
FIRST TORO: Voluntary Chapter 11 Case Summary
FRANKLIN BANK: Judge Dismisses Shareholder Class Action

FUQI INT'L: Receives Final Notice of Noncompliance from NASDAQ
GEOPHARMA, INC: Files for Chapter 11 Protection
GEOPHARMA, INC: Voluntary Chapter 11 Case Summary
GEORGE LOVE: 10th Cir. Won't Review Debtor's FDIC Claims
GRIFFON CORP: S&P Assigns 'BB-' Corporate Credit Rating

HAMPTON ROADS: Files Form 10-K; Posts $210.35 Million Net Loss
HARRY & DAVID: May File for Ch. 11 as Soon as Today, WSJ Says
HAWKER BEECHCRAFT: Bank Debt Trades at 12% Off in Secondary Market
HELLER EHRMAN: BofA, Citi Settle Firm's Claims for $20 Million
HERBALIFE INTERNATIONAL: Moody's Withdraws 'Ba1' Default Rating

HORIZON LINES: Extends Consent Solicitation for its Senior Notes
INNOVATIVE CONSTRUCTION: Voluntary Chapter 11 Case Summary
INTEGRATED FREIGHT: To Issue of 3.91-Mil. Shares to 14 Investors
INTELSAT SA: Units Commence Tender Offers & Consent Solicitations
INTELSAT SA: Unit Intends to Offer $2.65 Billion of Sr. Notes

INTERTAPE POLYMER: To Close Brantford Plant Due to Strikes
INTERTAPE POLYMER: Incurs $56.44 Million Net Loss in 2010
ISTAR FINANCIAL: Reports $80.21 Million Net Income in 2010
JONES SODA: Peterson Sullivan Raises Going Concern Doubt
KAZI FOODS: More KFC Restaurant Operators in Chapter 11

KAZI FOODS: Case Summary & 20 Largest Unsecured Creditors
KV PHARMACEUTICAL: Completes Sale of $225MM Sr. Secured Notes
LEV PC: Case Summary & 7 Largest Unsecured Creditors
LIBERTY GLOBAL: S&P Affirms 'B+' Long-Term Corporate Credit Rating
LOCAL INSIGHT: Seeks to Employ Duff & Phelps as Consultant

LOCAL INSIGHT: Has Until June 15 to Assume or Reject Leases
LOCAL INSIGHT: Creditors Committee Down to 4 Members
LOCAL INSIGHT: Committee Wants to Mesirow Financial as Advisor
LOCAL INSIGHT: Creditors Object to Exclusivity Period Extension
LPATH INC: Incurs $4.60 Million Net Loss in 2010

MANANTIAL ROCA: Case Summary & 4 Largest Unsecured Creditors
MCCLATCHY CO: Larry Jinks Won't Seek for Re-Election as Director
MEMC ELECTRONIC: Moody's Retains 'B1' Corporate Family Rating
MERIDIAN BEHAVIORAL: Sues Fifth Street Over Collapse
MERISANT COMPANY: Moody's Assigns 'B2' Corporate Family Rating

MICHAELS STORES: Reports $98 Million Net Income in 2010
MICROBILT CORP: Wants to Halt Termination of Chex Deal
MORGANS HOTEL: Appoints New Directors and Senior Managers
MORGANS HOTEL: Ronald Burkle Discloses 29.2% Equity Stake
MORGANS HOTEL: David Hamamoto Discloses 10.7% Equity Stake

MORGANS HOTEL: Parag Vora Discloses 5.44% Equity Stake
MUZAK HOLDINGS: To Sell to Mood Media for $345MM Year After Exit
MYRNA SWEETS: Sends Two Entities in Chapter 11
MPC CORP: Withdraws Motion to Retain Whiteford, Taylor & Preston
NCO GROUP: Board Terminates Employment of Michael Barrist as CEO

NII CAPITAL: Moody's Assigns 'B2' Rating to $500 Mil. Senior Notes
NII CAPITAL: S&P Assigns 'B+' Rating to $500 Mil. Senior Notes
NORTHEAST CAST: Out of Business; Assets Being Liquidated
NX GLOBAL: Posts $322,000 Net Loss in Jan. 31 Quarter
ORANGE GROVE: Asks for Permission to Tap Hahn Fife as Accountant

OWENS CORNING: Escapes Homeowners Suit Over Faulty Shingles
OXIGENE INC: Authorized Common Stock Decreased to 275-Mil. Shares
PALACE ENTERTAINMENT: Moody's Assigns 'B2' Corporate Family Rating
PARTSEARCH TECH: Settles Workers' Suit Over Layoffs
PGI INC: BKD LLP Raises Going Concern Doubt

PHH CORP: S&P Changes Outlook to Stable, Affirms 'BB+' Rating
PHOENIX COS: S&P Gives Stable Outlook, Affirms 'CCC+' Rating
PLAINFIELD ASSET: May Need More Time to Return Investors' Money
PLAINS EXPLORATION: Moody's Assigns 'B1' Rating to Senior Notes
PLAINS EXPLORATION: S&P Affirms 'BB' Corporate Credit Rating

POINT BLANK: Shareholder Files Deregistration Order
POINT BLANK: Ex-CEO's Brother Sues Current Exec for $7MM
POLI-GOLD, L.L.C.: Wants Plan Filing Period Extended to June 15
PRESTIGE BRANDS: S&P Affirms Corporate Credit Rating at 'B+'
REALOGY CORP: Bank Debt Trades at 6% Off in Secondary Market

RESOURCE TECHNOLOGY: Energy Credits Gave Rise to Admin. Claim
RIVER ISLAND: Has Until March 28 to File Schedules and Statements
ROBB & STUCKY: Files Schedules of Assets & Liabilities
ROBB & STUCKY: Obtains Second Interim Order to Avail of DIP Loan
ROCK & REPUBLIC: VF Corp. Receives Plan Approval to Buy Names

RQB RESORT: Judge Stands by $132MM Valuation for Sawgrass Resort
RUSSELL NECAISE: Case Closed to Halt Post-Confirmation UST Fees
RYLAND GROUP: Board Approves 2011 Equity and Incentive Plan
SATELITES MEXICANOS: Majority of Noteholders OK Chapter 11 Plan
SEAHAWK DRILLING: CEO Calls Bankruptcy "Preventable"

SEAVIEW PLACE: Hearing for $300,000 DIP Loan Today
SEQUOIA PARTNERS: U.S. Trustee Forms 5-Member Creditors Committee
SHERWOOD FARMS: Court Set Status Hearing on June 29 for Plan
SIRIUS XM: Offers to Purchase 3-1/4 Convertible Notes Due 2011
SMITHFIELD FOODS: S&P Raises Corporate Credit Rating to 'B+'

SONJA TREMONT: Wins Court Nod to Retain Kozberg as Special Counsel
SONJA TREMONT: Wins Approval to Retain Clifford as Special Counsel
SOUTHWEST GEORGIA: Court Approves Epiq as Claims & Notice Agent
SOUTHWEST GEORGIA: Court Approves Morgan Keegan as Fin'l Advisor
SOUTHWEST GEORGIA: Court Okays McKenna Long as Bankruptcy Counsel

ST. VINCENT: Rival Group May Have Offer for Hospital
STEWART ENTERPRISES: S&P Raises Corporate Credit Rating to 'BB'
STORY BUILDING: Plan Outline Hearing Continued Until June 2
STRATEGIC AMERICAN: Board Ratifies Consulting Pact With Geoserve
SUPERCONDUCTOR TECHNOLOGIES: Significant Losses Cue Going Concern

SUSPECT DETECTION: Yarel + Partners Raises Going Concern Doubt
SW OWNERSHIP: 341 Meeting Now Scheduled for March 29
SW OWNERSHIP: Files Schedules of Assets and Liabilities
SW OWNERSHIP: Sues International Bank of Commerce Over Collapse

TAYLOR BEAN: Former Chairman Loses Bid to Delay Trial
TBS INTERNATIONAL: To Issue Non-Transferrable Subscription Rights
TOWER OAK: Taps Bregman Berbert as Special Counsel
TRW AUTOMOTIVE: Fitch Upgrades Issuer Default Rating to 'BB+'
UNIVERSITY VILLAGE: Voluntary Chapter 11 Case Summary

USEC INC: Inks 10-Year Contract With Tenex for the Supply of LEU
VANTAGE ONCOLOGY: S&P Assigns 'B' Corporate Credit Rating
VISCOUNT SYSTEMS: Dale Matheson Raises Going Concern Doubt
VUZIX CORP: Appoints Two New Members to Board of Directors

WASTE INDUSTRIES: S&P Assigns 'B+' Corporate Credit Rating
WESTCLIFF MEDICAL: Wants Until June 13 to Propose Chapter 11 Plan
WINSWAY COKING: S&P Assigns 'BB-' Corporate Credit Rating
YEHUD-MONOSSON USA: Case Summary & 9 Largest Unsecured Creditors
YESTERDAY'S VILLAGE: Case Summary & 20 Largest Unsecured Creditors

ZEUS INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors

* Illinois Bank Becomes the 26th to Fail This Year
* S&P's Global Corporate Default Tally Remains at Three
* U.S. Distress Ratio Rises Amid Global Uncertainty

* Florida Homestead: Credit Default Swaps Could Impact Homeowners

* More Hedge Funds to Invest in Troubled Companies, Poll Says
* San Diego County to Invest EUR60MM in Distressed Debt Fund
* Pimco Has New Equity Fund to Invest in Distressed Debt
* MKP Capital Rushed to Cash Out of Investments, Report Says
* San Diego County to Invest EUR60MM in Distressed Debt Fund
* Pimco Has New Equity Fund to Invest in Distressed Debt
* MKP Capital Rushed to Cash Out of Investments, Report Says

* AlixPartners Taps Morris as Head of Corp. Investigation Practice
* Berenson & Company Launches Debt Capital Markets Platform
* Bryan Cave Adds Drinker Biddle Bankruptcy Pro in New York
* GAMR-G Appoints GM of Machinery & Equipment Valuation Practice

* BOND PRICING -- For Week From March 21 to 25, 2011

                            *********

A1 HOTELS: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: A1 Hotels, LLC
        6831 Satsuma Drive
        Houston, TX 77041

Bankruptcy Case No.: 11-41600

Chapter 11 Petition Date: March 21, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Rakhee V. Patel, Esq.
                  PRONSKE & PATEL, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  E-mail: rpatel@pronskepatel.com

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

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

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

The petition was signed by Raj Gill Singh, managing member.


ABC LEARNING: Creditor Appeals Expansive Reading on Injunction
--------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
a company that sued A.B.C. Learning Centres Ltd. is appealing a
judge's order that gave an expansive reading to the injunction
against creditor actions in Chapter 15.  In orders in November and
January, U.S. Bankruptcy Judge Kevin Gross ruled that Australia
was home to A.B.C.'s "foreign main" bankruptcy proceeding.  Some
of the Company's assets are in the control of liquidators while
others are under the wing of administrators.

Mr. Rochelle recounts that Judge Gross entered an order granting
Chapter 15 protection to the Australian liquidator.  He prohibited
creditor actions in the U.S. against assets controlled by both the
liquidator and the receiver.  Judge Gross said it was proper to
stop all actions because Chapter 15 protection was granted for the
Company, without regard for who has control of particular assets.
Judge Gross noted that substantially all of the assets are in the
control of the receiver.  If there were no Chapter 15 protection,
RCS would be able to strip the company of its assets in the U.S.

According to the report, RCS Capital Development LLC, the holder
of a $47 million jury verdict against A.B.C. Learning, is
appealing, contending that Chapter 15 doesn't confer the power to
halt creditor actions against the receiver's properties.

A.B.C. filed the Chapter 15 petition in May to stop collection
soon after RCS obtained the judgment.  The RCS suit was for breach
of development contracts at sites in the U.S.

                         About ABC Learning

Based in Australia, ABC Learning Centres Limited (ASX: ABS) --
http://www.childcare.com.au/-- provides childcare services and
education in more than 1,200 centers in Australia, New Zealand,
the United States and the United Kingdom.  The Company's
subsidiaries include A.B.C. Developmental Learning Centers Pty
Ltd., A.B.C. Early Childhood Training College Pty Ltd., Premier
Early Learning Centers Pty Ltd., A.B.C. Developmental Learning
Centers (NZ) Ltd., A.B.C. New Ideas Pty Ltd., A.B.C. Land Holdings
(NZ) Limited and Child Care Centers Australia Ltd.  On Jan. 26,
2007, it acquired La Petite Holdings Inc.  On Feb. 2, 2007, it
acquired Forward Steps Holdings Ltd.  On March 23, 2007, it
acquired Children's Gardens LLP.  In September 2007, the Company
purchased the Nursery division (Leapfrog Nurseries) from Nord
Anglia Education PLC.  In June 2008, the Company completed the
sale of a 60% stake in its United States business to Morgan
Stanley Private Equity.

In November 2008, ABC Learning Centres Limited appointed Peter
Walker and Greg Moloney of Ferrier Hodgson as voluntary
administrators of the company and a number of its subsidiaries.
Subsequent to the appointment of administrators, the company's
banking syndicate appointed Chris Honey, Murray Smith and John
Cronin of McGrathNicol as receivers.

The Administrators filed a Chapter 15 petition for the Company
(Bankr. D. Del. Case No. 10-11711) on May 26, 2010.  Joel A.
Waite, Esq., at Young, Conaway, Stargatt & Taylor, represents the
Petitioners in the Chapter 15 case.  ABC's debts and assets were
estimated to be between US$100 million and US$500 million.

A separate Chapter 15 petition was filed for affiliate A.B.C.
USA Holdings Pty Ltd., listing assets and debts of at least
US$100 million.


AGWAY INC: Bankr. Ct. Can Review Postconfirmation Tax Dispute
-------------------------------------------------------------
WestLaw reports that a bankruptcy court had jurisdiction,
following confirmation of the debtor's liquidating Chapter 11
plan, to determine tax liability arising from the sale of an asset
of the liquidating trust.  The plan had specifically authorized
the liquidating trustee to seek an expedited determination of such
tax liability issues and reserved jurisdiction in the court to
make such determinations.  Moreover, the determination was sought
following a sales transaction, at a time when any tax liability
had already been incurred, and during the administration of the
debtor's liquidating plan.  In re Agway, Inc., --- B.R. ----, 2011
WL 798143 (N.D.N.Y.)

A copy of the Honorable David N. Hurd's Memorandum Decision dated
Mar. 8, 2011, in Ogle v. Internal Revenue Service is available at
http://is.gd/upnZRvfrom Leagle.com, and reverses the bankruptcy
court's ruling in In re Agway, Inc., 2009 WL 2857365, 104
A.F.T.R.2d 2009-5763 (Bankr. N.D.N.Y.), covered in the Oct. 5,
2009, edition of the Troubled Company Reporter.

Agway, Inc. -- an agricultural cooperative owned by 69,000
Northeast farmer-members -- sought chapter 11 protection (Bankr.
N.D.N.Y. Case No. 02-65872) on Oct. 1, 2002, represented by
Menter, Rudin & Trivelpiece, P.C.  The Debtors' Second Amended
Joint Plan of Liquidation was confirmed on April 28, 2004, and the
Plan took effect on May 1, 2004.  Under the terms of the Plan and
the Confirmation Order, a Liquidating Trustee was appointed to
liquidate and distribute the Liquidating Trust Assets and Claims.
D. Clark Ogle serves as the Trustee of the Agway Liquidating
Trust, and is represented by Jeffrey A. Dove, Esq., at Menter,
Rudin & Trivelpiece, P.C.


AIRTRAN HOLDINGS: Stockholders Approve Southwest Merger
-------------------------------------------------------
AirTran Holdings, Inc., the parent company of AirTran Airways,
announced that its stockholders voted overwhelmingly to approve
the merger of a wholly-owned subsidiary of Southwest Airlines Co.
with and into AirTran at a special meeting held in Orlando.  More
than 98.6% of the votes cast and 77.5% of shares outstanding were
voted in favor of the transaction.

"We are grateful for our stockholders' strong vote of confidence
in this merger," said Bob Fornaro, AirTran's chairman, president
and chief executive officer.  "In approving the transaction, our
stockholders recognized the value of bringing together AirTran and
Southwest to create a platform for increased profitability and
sustainable long-term value."

AirTran and Southwest announced the proposed merger on Sept. 27,
2010.  The companies are awaiting clearance on the proposed merger
from the United States Department of Justice.  The merger is
currently expected to close by during the second quarter of 2011.

Until the acquisition is approved and finalized, both carriers
will continue to operate independently.  For more information,
please visit: www.lowfaresfarther.com.

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- through its wholly owned
subsidiary, AirTran Airways, Inc., operates scheduled airline
service throughout the United States and to selected international
locations.

At Dec. 31, 2010, the Company's balance sheet showed $2.18 billion
in total assets, $1.64 billion in total liabilities, and
$539.36 million in total stockholders' equity.

                          *     *     *

AirTran carries 'Caa1' corporate family and probability of default
ratings from Moody's Investors Service.  It has 'B-' issuer credit
ratings from Standard & Poor's.

At the end of September 2010, Moody's said it has placed AirTran's
corporate family rating under review for possible upgrade, after
the announcement that Southwest Airlines, Inc., has entered into
a definitive agreement to acquire 100% of the outstanding common
stock of AirTran for cash and common stock totaling $1.4 billion.

On Sept. 27, 2010, AirTran announced that it reached an agreement
to sell itself to higher-rated Southwest Airlines for cash and
Southwest stock.  Southwest values the transaction at $3.2 billion
including assumed AirTran debt and aircraft leases.  Southwest
forecasts annual revenue and cost synergies exceeding $400 million
once the airlines' operations are combined by 2013.  Southwest
also sees one-time transaction costs of $300 million to $500
million.  The companies indicated that a closing would not occur
until sometime in the first half of 2011.

Standard & Poor's credit analyst Philip Baggaley said in September
2010, "the combination would weaken Southwest's financial profile,
which S&P characterize as intermediate -- the strongest among
rated U.S. airlines.  Mr. Baggaley said, "Southwest's operating
and financial performance has improved in 2010, with EBITDA
interest coverage increasing to 4.6x for the 12 months ended June
30, 2010, from 3.6x a year earlier and funds from operations to
debt increasing to 20% from 12%.  While these are still below
appropriate levels for the rating category, S&P expects the
improving operating trend to result in increasing levels over the
next several quarters.  AirTran has substantial operating lease
commitments (around $2 billion), since, unlike Southwest, it does
not own many of its aircraft.  These commitments would be assumed
by Southwest, significantly increasing its lease-adjusted debt
obligations."


ALABAMA AIRCRAFT: Boeing Claim Imperils Ch. 11 Plan, Creditors Say
------------------------------------------------------------------
Bankruptcy Law360 reports that Boeing Co.'s attempt to leapfrog an
$8 million claim past secured creditors in Alabama Aircraft
Industries Inc.'s bankruptcy case could threaten the debtors'
reorganization plans and force liquidation, attorneys said at a
hearing Thursday in Delaware.

AAI's secured creditors -- the Pension Benefit Guaranty Corp. and
Special Value Bond Fund LLC -- threatened to cut off the aircraft
repair company's use of cash collateral, Law360 says.

                        About Alabama Aircraft

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

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

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

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

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


ALLY FINANCIAL: GM to Dump All Series A Preferreds
--------------------------------------------------
Joan E. Solsman, writing for Dow Jones Newswires, reports that
General Motors Co. on Tuesday announced its offering of all its
Series A preferred shares in lender Ally Financial Inc. priced at
a total of $1 billion as part of a public offering.

Dow Jones says the transaction is expected to close in the next
few days.

Dow Jones relates GM's move is part of Chief Financial Officer
Chris Liddell's strategy to have GM operate with little or no
debt.  He said Tuesday that selling off the noncore asset was
another step to strengthen and simplify the auto maker's balance
sheet.

Dow Jones also notes that the sale comes ahead of a widely
expected initial public offering filing for Ally, which used to be
owned by GM.  Earlier this month, people familiar with the matter
said Ally would be set to file its IPO documents with regulators
in the second quarter.

Ally received a $17.2 billion funding from the federal government
-- now 74% owner of Ally's common stock -- after it became a bank-
holding company in the financial crisis to qualify for the aid.
Before that, private-equity investors controlled the company after
GM.

Dow Jones relates the sale will cause a book gain of $300 million
for GM in the first quarter.  GM will still hold 9.9% of Ally's
common stock after the sale.

                         About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

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

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


ALLY FINANCIAL: To Offer 40.87MM of Series A Preferred Securities
-----------------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission a free writing prospectus relating to its offering of
40,870,560 shares of fixed rate/floating rate perpetual preferred
stock, series A at a liquidation amount of $25 per share.  Joint
book-running managers of the Offering are Credit Suisse Securities
(USA) LLC, Deutsche Bank Securities Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Barclays Capital Inc.  A full-text
copy of the prospectus is available at http://is.gd/t2R1Ue

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc., -- http://www.ally.com/
-- is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

The Company's balance sheet at Dec. 31, 2010, showed
$172.008 billion in total assets, $151.519 billion in total
liabilities, and total equity of $20.489 billion.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company has tapped Goldman Sachs Group Inc. and Citigroup Inc.
to advise on a range of issues, including strategic alternatives
for the mortgage business and repayment of taxpayer funds.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services raised its
rating on the preferred stock of Ally Financial Inc. (Ally;
B/Stable/C) to 'CC' from 'C'.  The ratings firm noted that Ally
improved its liquidity position and alleviated some funding
pressure at its holding Company in recent months, making it easier
to meet obligations on its preferred stock.  Nevertheless, the
Company faces significant debt maturities at its holding Company
in 2011 and 2012, which is reflected in the 'CC' rating.

In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3.  Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C.  The rating outlook for both
Ally and ResCap is stable.

Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap.  Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.


AMERICAN APPAREL: Names M. Staff as Chief Business Devt. Officer
----------------------------------------------------------------
American Apparel, Inc., appointed Martin Staff as Chief Business
Development Officer effective as of March 21, 2011.

Mr. Staff, age 60, has over 30 years of experience in the fashion
industry.  Prior to joining the Company, Mr. Staff served as
president and chief executive officer of JA Apparel Corp. from
2003 to 2010.  From 1998 to 2002 Mr. Staff served as president and
chief executive officer of Hugo Boss Fashions, Inc.  Mr. Staff
also served as president and chief operating officer of Calvin
Klein Fashions Inc. from 1992 to 1998 and as senior vice president
of Retail Development and Licensing of Calvin Klein Inc. from 1987
to 1992.  In addition, Mr. Staff served as vice president of Sales
and Marketing of Polo Ralph Lauren from 1980 to 1987.  Mr. Staff
is a graduate of Dartmouth College, where he received a Bachelor
of Arts degree in English.  There is no family relationship
between Mr. Staff and any of the Company's directors or executive
officers.

In connection with Mr. Staff's appointment as Chief Business
Development Officer, the Company and Mr. Staff entered into an
employment agreement pursuant to which Mr. Staff will serve as the
Company's Chief Business Development Officer for an initial term
of three years, commencing on March 21, 2011, which term will
automatically extend for successive one-year periods as of each
March 21 (beginning March 21, 2014) unless terminated by the
Company on at least 90 days written notice prior to the expiration
of the then-current term.  The Employment Agreement provides that
Mr. Staff will receive a minimum base salary of $600,000 per year,
subject to increase based on the annual review of the Compensation
Committee.  The Employment Agreement also provides that, subject
to Mr. Staff's continued employment, in each of 2011, 2012 and
2013, on the later of (i) June 1 of each such year and (ii) 45
days following the release of the Company's earnings in respect of
the prior fiscal year, Mr. Staff will be granted a restricted
stock award having a value of $600,000, calculated in accordance
with the Employment Agreement.  Subject to Mr. Staff's continued
employment with the Company, each RSA will be made pursuant to the
terms of the Company's 2007 Performance Equity Plan and any
successor plan thereto, and will vest in full on March 21 in the
year following the year such RSA is granted.

Mr. Staff will also participate in the benefit plans that the
Company maintains for its executives and receive certain other
standard benefits.

If Mr. Staff is terminated without "cause" or if he resigns for
"good reason," the Company will pay Mr. Staff:

   (a) his base salary accrued through the date of such
       resignation or termination and, subject to Mr. Staff's
       execution and delivery of a general release of all claims
       against the Company and its affiliates, a cash payment of
       $300,000 payable in equal installments over the six-month
       period following such termination or resignation;

   (b) any bonus earned but not yet paid in respect of any
       calendar year preceding the year in which such termination
       or resignation occurs;

   (c) any unreimbursed expenses; and

   (d) if such termination or resignation occurs on or following
       March 21 of a calendar year in which an RSA is otherwise
       scheduled to be granted and prior to the RSA grant for such
       year, in lieu of any RSA for such year, a cash payment of
       $50,000 for each full month of employment elapsed since
       March 21 of such year.

In addition, in the event of that termination without "cause" or
resignation for "good reason," any unvested RSA will vest as to
one-twelfth of the shares of the Company's common stock subject to
such RSA for each full month of employment elapsed since the
immediately preceding March 21.  In addition, in such case, Mr.
Staff and his eligible dependents will be entitled to receive,
until the earlier of the last day of the six-month period
immediately following such termination of employment or
resignation and the date Mr. Staff is entitled to comparable
benefits by a subsequent employer, continued participation in the
Company's medical, dental and insurance plans and arrangements.
If the Company elects not to extend Mr. Staff's term of
employment, then unless his employment has been earlier
terminated, Mr. Staff's employment will be deemed to terminate at
the end of the applicable term and he will not be entitled to any
of the amounts set forth in this paragraph.  The provisions in the
Employment Agreement related to resignation for "good reason" will
only be effective in the event Dov Charney is no longer either the
Chief Executive Officer or Chairman of the Company.

If Mr. Staff's employment terminates by reason of his death or
disability, or if he is terminated for "cause" or if he resigns
without "good reason," the Company will pay him (a) his base
salary accrued through the date of such resignation or
termination; (b) any unreimbursed expenses; and (c) only in the
case of a termination because of his death or disability, any
bonus earned but not yet paid in respect of any calendar year
preceding the year in which such termination of employment occurs.

The Employment Agreement also provides that upon termination of
Mr. Staff's employment for any reason, he agrees to resign, as of
the date of such termination and to the extent applicable, from
the boards of directors of, and as an officer of, the Company and
any of the Company's affiliates and subsidiaries.

A full-text copy of the Employment Agreement is available for free
at http://is.gd/XwicED

In a Form 3 filing with the U.S. Securities and Exchange
Commission, Mr. Staff disclosed that he currently does not
beneficially owns any securities of the Company.

                      About American Apparel

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

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

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

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


AMR CORP: Fitch Keeps IDR at 'CCC'; Labor Costs Top Peers
---------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of AMR Corp. and its
principal operating subsidiary American Airlines, Inc.

AMR Corp.

  -- Issuer Default Rating at 'CCC';
  -- Senior Unsecured Rating at 'C/RR6'.

American Airlines, Inc.

  -- IDR at 'CCC'.

Fitch has also assigned a rating of 'B+/RR1' to American's
recently issued $1 billion senior secured notes due 2016.  The
notes are collateralized by airport slots, gates and international
route authorities.  The senior unsecured rating at the parent
level applies to approximately $885 million of outstanding debt.

The ratings affirmation and the 'CCC' IDRs reflect continuing
concerns surrounding the airline's very weak free cash flow (FCF)
generation profile, the need to meet heavy cash obligations and
limited scope for debt reduction over the next several quarters.
Although AMR's relatively strong liquidity position and its
continued ability to access the capital markets should provide the
carrier with sufficient flexibility to meet upcoming cash
commitments, the cash flow margin of safety in 2011 has been
eroded by the recent run-up in crude oil and jet fuel prices.

Ratings also capture AMR's exposure to a high level of event risk,
reflected most recently in the disruption of global energy markets
and post-earthquake demand effects in Japan, as well as the
carrier's dependence upon open capital markets to support a highly
leveraged capital structure (2011 lease-adjusted leverage in
excess of 8x).  Given the importance of AMR's re-fleeting
requirements, which will drive approximately $1.6 billion in total
capex this year, and large maturities ($2.5 billion in 2011), the
airline faces further deterioration of credit protection measures
and a challenging operating environment.

The rapid rise in crude oil and jet fuel prices during the first
quarter has highlighted the vulnerability of AMR and the entire
airline industry to sudden and largely uncontrollable increases in
energy costs.  With fuel driving more than 30% of AMR's operating
costs, volatility in jet fuel prices this year will contribute to
considerable uncertainty over 2011 cash flow and liquidity.  AMR
has a significant amount of near-term fuel exposure hedged (51% in
1Q'11 with an average jet fuel price cap of $2.48 per gallon).
However, hedge protection trails off somewhat later in the year,
and the airline has been forced to look for other sources of fuel
cost recovery, notably fare hikes and capacity plan adjustments.
For the full year, approximately 39% of expected fuel consumption
has been hedged (primarily via heating oil-based derivatives) with
an average cap of $2.59 per gallon of jet fuel.

Year to date, AMR and its U.S. competitors had successfully pushed
through at least six domestic fare increases, initially targeting
leisure-oriented markets and ultimately extending into some
higher-yielding business routes.  There has been no sign of
significant demand destruction, with February passenger yields and
revenue per available seat mile increasing by 5% or more at most
U.S. carriers.  Still, the industry's ability to recover higher
fuel costs will be seriously challenged later in the year if
another surge in energy prices begins to slow economic growth and
curtail air travel demand.

As fares rise and demand softens at the margin, American and other
carriers are making adjustments to schedules.  In early March, AMR
announced that it would reduce its 2011 planned domestic capacity
growth by one percentage point compared with January guidance.
Relatively soft demand patterns in trans-Atlantic markets and in
Japan may put continued pressure on AMR's unit revenue results
through the remainder of the year.  The airline's projected RASM
growth rate in 1Q'11 of 4%-5%% lags expected unit revenue growth
rates at the other U.S. network carriers.

Fitch estimates that each 10-cent change in the price of jet fuel
drives approximately $280 million in annual consolidated operating
costs.  AMR's forecast of full year 2011 jet fuel prices of $3.01
per gallon (factoring in hedge protection) will force the carrier
to deliver solid annual RASM growth to offset the anticipated 30%
rise in annual fuel expenses.  Industry capacity cuts in the
second half of the year should bolster unit revenue comparisons,
but the durability of international demand strength and
incremental benefits from the implemented trans-Atlantic joint
business arrangement with British Airways and Iberia remain
uncertain.

AMR faces some uniquely difficult challenges due to its position
as the U.S. legacy carrier with the highest unit labor costs.  In
order to move from the bottom of the pack in margin potential and
cash flow generation, it needs to either deliver a larger RASM
premium relative to the other legacy carriers or push unit costs
lower.  Neither outcome is likely in the near term as AMR is
lagging the industry on RASM growth in 1Q'11 and management
remains locked in a struggle with the unions over new contracts
that could push labor costs still higher.  With the majority of
U.S. airline collective bargaining agreements amendable by 2012,
AMR hopes to bridge the cost gap as pay rates at other carriers
rise.

AMR is facing another year of substantially negative free cash
flow, and leverage is likely to move higher this year in response
to fuel-driven operating weakness.  Fixed cash obligations are
large, with planned capex of $1.6 billion this year (about
$1.1 billion of that total is tied to new aircraft deliveries) and
scheduled debt maturities of $2.5 billion.  Cash pension payments
are expected to total $520 million this year (versus $640 million
in accrued pension expense).  Given these heavy cash obligations
and the need to continue a multi-year fleet renewal program, AMR
will not be in a position to begin reducing debt levels until
solid RASM growth and moderating fuel prices push operating
margins back to levels seen in 2006 and 2007 (the peak of the last
demand cycle).

Following its $1 billion secured debt issuance, the airline's
unrestricted liquidity position is relatively strong (about 25% of
annual revenues).  AMR expects to report total unrestricted cash
and short-term investments of about $5.7 billion at the end of
March (including approximately $370 million of cash collateral
posted by fuel hedge counter-parties and held by AMR).  Fitch
views $4.5 billion of year-end 2011 unrestricted liquidity as a
likely target for the company in light of Fitch-forecasted
negative FCF of $700 million or more again in 2011.

AMR has been engaged in protracted, mediated negotiations with its
principal unionized work groups (pilots, flight attendants and
ramp workers/mechanics) since collective bargaining agreements
became amendable in 2008.  The unions remain steadfast in their
position that the company must raise wage and benefit levels from
contract rates that were put in place in 2003 as part of the
airline's effort to stay out of bankruptcy.  Even without pay rate
increases, AMR's unit labor costs remain the highest in the
industry, imposing a cost and margin penalty on the carrier that
management hopes to eliminate.

While a strike or other labor action still appears unlikely,
particularly in light of AMR's already weak operating profile and
the fact that airline collective bargaining often proceeds for
years after contract amendable dates, there is nevertheless an
ongoing risk of intensifying labor-management tension that could
ultimately affect operations or raise the company's labor costs
further.  A 2010 tentative agreement with the Transport Workers
Union (TWU) for a new mechanics contract was ultimately voted down
by union members.  Fitch does not expect significant progress
toward new contracts to be made in 2011, and labor action risk
will continue to hang over the credit.

A downgrade to 'CC' or below could follow later in 2011 or next
year if a combination of extreme fuel cost pressure (average 2011
jet fuel prices of $3.30 per gallon or higher) and weaker than
expected unit revenue growth combine to erode AMR's liquidity
position.  A decline in unrestricted cash and short-term
investment balances to less than $3.5 billion would likely lead to
a negative rating action, particularly if it coincided with a
period of constrained capital market access.


ARYX THERAPEUTICS: Gets Default Notice Due to Missed Payments
-------------------------------------------------------------
ARYx Therapeutics, on March 16, 2011, received a notice of default
from Lighthouse Capital Partners V, L.P., indicating that an event
of default occurred under a Loan and Security Agreement No. 4512,
dated as of March 28, 2005, as amended.

The Notice was the result of the Company's failure to make
scheduled payments due under the Loan Agreement for the period
from Dec. 1, 2010 through March 1, 2011 and the winding down of
the Company's operations, each of which constitutes a material
breach of the Company's obligations under the Loan Agreement.

In connection with the Loan Agreement, the Company granted
Lighthouse a security interest in the Company's assets, including
the Company's intellectual property.  In accordance with Section
9.1 of the Loan Agreement, the Notice demands the Company turn
over all Collateral covered by the Loan Agreement to Lighthouse,
including cash Collateral, and cease any future use of cash
Collateral.  The Company said it may not be able to make the
payments required under the Loan Agreement, and, as previously
disclosed, is currently in discussions with Lighthouse and the
Company's other secured creditors to facilitate an orderly
disposition of the Company's assets.  However, there is no
assurance the Company will reach any agreement with Lighthouse
and, in such event, the Company's assets may be subject to
foreclosure and seizure by Lighthouse under the terms of the Loan
Agreement.  The Company is also considering other alternatives,
including filing a bankruptcy petition under Chapter 7 of the U.S.
Bankruptcy Code.

                      About ARYx Therapeutics

Fremont, Calif.-based ARYx Therapeutics, Inc. (NASDAQ: ARYX)
-- http://www.aryx.com/-- is a biopharmaceutical company.  ARYx
currently has four products in clinical development: a prokinetic
agent for the treatment of various gastrointestinal disorders,
naronapride (ATI-7505); an oral anticoagulant agent for patients
at risk for the formation of dangerous blood clots, tecarfarin
(ATI-5923); an oral anti-arrhythmic agent for the treatment of
atrial fibrillation, budiodarone (ATI-2042); and, an agent for the
treatment of schizophrenia and other psychiatric disorders, ATI-
9242.

The Company's balance sheet as of Sept. 30, 2010, showed
$6.0 million in total assets, $13.7 million in total liabilities,
and a stockholders' deficit of $7.7 million.

As reported in the Troubled Company Reporter on April 9, 2010,
Ernst & Young LLP, in Palo Alto, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following review of the Company's 2009 results, citing the
Company's recurring losses from operations and stockholders'
deficit.


AWAL BANK: To Give Up Partnership for Release of Liability
----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the administrator for Awal Bank BSC filed a motion seeking
approval of the sale of its interest in a limited partnership for
a nominal price of $1.  The partnership, called EnerTech Capital
Partners III, was formed to invest in closely held energy
companies.  The sale, which won't be subject to an auction, is
scheduled for approval in U.S. Bankruptcy Court in Manhattan on
April 21.

Mr. Rochelle relates that the purchaser is Hamburg-based Dritte
Vermogensverwaltung Wolbern Private Equity Futur 03 GmbH.  Neither
the $1 purchase price nor the identity of the purchaser is set
forth in the motion.  Both are in the purchase agreement attached
as an exhibit.

According to Mr. Rochelle, the Awal administrator said the bank,
based in Bahrain, committed to make $5 million in capital
contributions to the EnerTech partnership.  About $1.5 million in
unpaid capital calls are outstanding.

Mr. Rochelle notes that if the sale is approved, Awal will have no
liability to EnerTech, for capital contributions or otherwise.
The buyer will assume Awal's obligation to make contributions.

                          About Awal Bank

Awal Bank BSC is a Bahrain lender owned by Saudi Arabian Saad
Group.  Awal Bank was principally an investment company that
provides wholesale banking services in Bahrain including the
acceptance of deposits and the making of loans.

Awal Bank was taken into administration by the Central Bank of
Bahrain on July 30, 2009, after defaulting on loans.  U.S. lawyers
for the bank said last year that under Bahrain law, Awal's
administrator had two years to decide if the bank should liquidate
or be returned to management and shareholders.

Stewart Hey, Esq., at Charles Russell LLP, as external
administrator of Awal Bank BSC, made a voluntary petition under
Chapter 15 of the U.S. Bankruptcy Code for the bank (Bankr.
S.D.N.Y. Case No. 09-15923) on Sept. 30, 2009, following the
administration proceedings.

In 2010, the bank began experiencing a liquidity squeeze brought,
in part, by the global economic crisis.  The bank ceased to
operate as a going concern since it was place into administration.

Awal Bank filed a chapter 11 petition (Bankr. S.D.N.Y. Case
No. 10-15518) in Manhattan on Oct. 21, 2010.  The Debtor
estimated $50 million to $100 million and debts in excess of
$1 billion as of the petition date.

The External Administrator is represented by:

          David J. Molton, Esq.
          BROWN RUDNICK LLP
          7 Times Square
          New York, NY 10036
          Telephone: 212-209-4800
          Facsimile: 212-209-4801
          E-mail: dmolton@brownrudnick.com

               - and -

          Sunni P. Beville, Esq.
          Robert L. Harris, Esq.
          Rebeccca L. Fordon, Esq.
          Nicolas M. Dunn, Esq.
          BROWN RUDNICK LLP
          One Financial Center
          Boston, MA 02111
          Telephone: 617-856-8200
          Facsimile: 617-856-8201
          E-mail: sbeville@brownrudnick.com
                  rharris@brownrudnick.com
                  rfordon@brownrudnick.com
                  ndunn@brownrudnick.com


BANK OF COMMERCE: Closed; Advantage Nat'l Bank Assumes Deposits
---------------------------------------------------------------
The Bank of Commerce of Wood Dale, Ill., was closed on Friday,
March 25, 2011, by the Illinois Department of Financial &
Professional Regulation-Division of Banking, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Advantage National Bank Group of Elk Grove Village,
Ill., to assume all of the deposits of The Bank of Commerce.

The sole office of The Bank of Commerce will reopen during normal
business hours as a branch of Advantage National Bank Group.
Depositors of The Bank of Commerce will automatically become
depositors of the assuming bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of The Bank
of Commerce should continue to use their existing branch until
they receive notice from Advantage National Bank Group that it has
completed systems changes to allow other Advantage National Bank
Group branches to process their accounts as well.

As of Dec. 31, 2010, The Bank of Commerce had around $163.1
million in total assets and $161.4 million in total deposits.  In
addition to paying a premium of 0.10% to assume all of the
deposits of the failed bank, Advantage National Bank Group agreed
to purchase essentially all of the failed bank's assets.

The FDIC and Advantage National Bank Group entered into a loss-
share transaction on $145.7 million of The Bank of Commerce's
assets.  Advantage National Bank Group will share in the losses on
the asset pools covered under the loss-share agreement.  The loss-
share transaction is projected to maximize returns on the assets
covered by keeping them in the private sector.  The transaction
also is expected to minimize disruptions for loan customers.  For
more information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-591-2916.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/bankofcommerce.html

As part of this transaction, the FDIC will acquire a value
appreciation instrument.  This instrument serves as additional
consideration for the transaction.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $41.9 million.  Compared to other alternatives, Advantage
National Bank Group's acquisition was the least costly resolution
for the FDIC's DIF.  The Bank of Commerce is the 26th FDIC-insured
institution to fail in the nation this year, and the third in
Illinois.  The last FDIC-insured institution closed in the state
was Valley Community Bank, St. Charles, on Feb. 25, 2011.


BARCLAY BUSINESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Barclay Business, LLC
        dba The Barclay
        2104 Shadowbrook Drive
        Wall, NJ 07719

Bankruptcy Case No.: 11-18405

Chapter 11 Petition Date: March 21, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Allen I. Gorski, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: (609) 890-1500
                  E-mail: agorski@teichgroh.com

Scheduled Assets: $309,500

Scheduled Debts: $5,740,548

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb11-18405.pdf

The petition was signed by Stephen Vita, managing member.


BBB ACQUISITION: Court Extends Solicitation Period Until April 21
-----------------------------------------------------------------
Judge Peter J. McNiff extended BBB Acquisition, LLC's exclusive
period to solicit acceptances of its Plan of Reorganization
through and including April 21, 2011, over the objection by the
Dillard Family Trust.  The United States Trustee filed a Notice of
No Objection.

In granting the extension, the Court held that:

     (1) the case may involve a substantial amount of money, but
the assets are three parcels of real estate that are currently
listed with a real estate broker for sale.  It is not that complex
of a case;

     (2) the Debtor needed time to amend its Disclosure Statement
based upon the objections filed by the Dillard Family Trust;

     (3) the Debtor has showed progress toward reorganization as
the record does not reflect that the Debtor is unnecessarily
stalling the case;

     (4) the Debtor appears to be paying its debts as they become
due;

     (5) the viability of the plan has not been before the court
and therefore this element is not applicable;

     (6) the bankruptcy petition was filed Aug. 24, 2010. This is
not an unreasonable time for the administration of a chapter 11
case.

     (7) the Debtor is not seeking the extension to pressure
creditors as it appears that the Dillard Trust has initiated and
responded to all pleadings in the case.

     (8) the unresolved contingency in the case is the issue that
brought the Debtor into bankruptcy in the first place and that is
the pending civil action that is under appeal.

The Court, however, expressed concern about the erosion of the
Debtor's assets to pay administrative expenses and the necessity
of those expenses.  The Court warned that additional requests to
extend the exclusivity periods further may not be sustainable or
allowed.

The Debtor on March 1 amended the disclosure statement explaining
its Plan of Reorganization.  The Plan was filed Nov. 22, 2010.  An
evidentiary hearing is scheduled for April 26, 2011, at 9:30 a.m.
to consider approval of the Amended Disclosure Statement.

As reported by the Troubled Company Reporter on Jan. 20, 2011, the
Bankruptcy Court denied, without prejudice, the disclosure
statement explaining BBB Acquisition's Plan, citing areas that are
insufficient.  Under the original Plan, Reorganized BBB will be
responsible for administering the Plan and making distributions to
the remaining creditors.  Reorganized BBB will also continue the
operation of its business in the same fashion as it did prior to
the Petition Date.  The members making up to the Class 7 equity
interests in the Debtor will retain their ownership interest.

Creditors holdings allowed unsecured claims -- under Class 6 --
will receive their pro rata share of distributions on a quarterly
basis from the creditor fund after payment of allowed
administrative claims, allowed general priority claims, allowed
convenience class claims and the allowed Fifth Third Claim until
paid in full, plus simple interest at the rate of 4% per annum,
calculated from the Petition Date.  Payment of allowed Class 6
Claims will be made from funds generated from the sale of real
estate within the Bar-B-Bar Ranch in Teton County, Wyoming.

Holders of unsecured claims classified as convenience claims --
under Class 5 -- will be paid in full on the distribution date.
Holders of Class 5 claims will receive cash in an amount equal to
their allowed claim, without interest, not exceeding $2,500 on the
distribution date.

A copy of the Disclosure Statement dated Nov. 22 is available for
free at http://bankrupt.com/misc/BBBAcquisition_DS.pdf

                       About BBB Acquisition

BBB Acquisition, LLC, in Cincinnati, Ohio, filed for Chapter 11
bankruptcy (Bankr. D. Wyo. Case No. 10-21002) on Aug. 24, 2010,
represented by Brent R. Cohen, Esq. -- bcohen@rothgerber.com --
and Chad S. Caby, Esq. -- ccaby@rothgerber.com -- at Rothgerber
Johnson & Lyons LLP in Denver, Colorado.  The Debtor disclosed
$57,239,218 in assets and $35,613,501 in liabilities.


BERNARD L. MADOFF: Jaffe Appeals Denial of $550 Million Deal
------------------------------------------------------------
Bankruptcy Law360 reports that Robert Jaffe, a close associate of
Bernard L. Madoff and son-in-law of philanthropist Carl Shapiro,
is appealing a New York bankruptcy judge's ruling denying his
request to enforce a $550 million settlement with the Madoff
trustee and to stop suits brought by investors.

Law360 relates that Mr. Jaffe appealed his case to the U.S.
District Court for the Southern District of New York after Judge
Burton L. Lifland of the U.S. Bankruptcy Court for the Southern
District.

                       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.


BERNARD L. MADOFF: Investor Group Seeks Removal of Trustee
----------------------------------------------------------
Bankruptcy Law360 reports that a group of investors called
Wednesday for the immediate removal of Irving H. Picard as the
trustee overseeing the bankruptcy of Bernard L. Madoff's
securities firm, saying he couldn't be trusted because of his
pattern of secrecy and sweetheart deals.

The investors, led by Marsha Peshkin and represented by Becker &
Poliakoff PA, filed the brief in the U.S. Bankruptcy Court for the
Southern District of New York, according to Law360.

                      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.


BIG WHALE: Owner of 49 Milwaukee Properties in Ch. 11
-----------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Big Whale LLC sought bankruptcy protection under Chapter 11 just
after being formed to take title to 49 residential and commercial
properties in Milwaukee.

The Debtor's properties together have 138 units and a combined
$12.4 million in mortgage debt.  They are valued at $12.1 million
in the petition.  The mortgages are owed to five different
lenders.  The banks with the largest loans are M&I Marshall &
Ilsley Bank and Waterstone Bank.  Assets total $12.3 million, with
debt at $13.6 million, according to the petition.

Bankruptcy resulted from the economic slowdown, which depressed
rental income, Mr. Rochelle said, citing a court paper.

According to court filings, before bankruptcy, the properties were
owned by companies controlled by brother and sister Steve and
Debra Linder.  They decided that having one company own all the
properties would "simplify its Chapter 11 filing and reduce
costs."

The Bloomberg report discloses that to use rental income, Big
Whale proposes to give lenders new liens on the same property that
is already their collateral, plus specified cash payments each
month.

Mr. Rochelle notes that Chief U.S. Bankruptcy Judge Barbara J.
Houser in Dallas dismissed a Chapter 11 case in February for a
company called FRE Real Estate Inc.  It had been formed shortly
before bankruptcy to consolidate ownership that was spread among
several affiliated companies.  Judge Houser said the company
offered no "good business justification" for transferring
ownership.

The Big Whale, LLC, sought Chapter 11 protection (Bankr. E.D.
Wisc. Case No. 11-23756) on March 21, 2011.  Justin M. Mertz,
Esq., at Kerkman & Dunn, in Milwaukee, Wisconsin, serves as
counsel to the Debtor.  The Debtor estimated assets and debts of
$10 million to $50 million as of the Chapter 11 filing.


BINGO.COM LTD: Davidson & Company Raises Going Concern Doubt
------------------------------------------------------------
Bingo.com, Ltd., filed on March 22, 2011, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010.

Davidson & Company, in Vancouver, Canada, expressed substantial
doubt the Company's ability to continue as a going concern.  The
independent auditors noted that the Company generated negative
cash flows from operating activities during the past year, and has
an accumulated deficit of approximately $14,330,573 for the year
ended Dec. 31, 2010.

The Company reported a net loss of $878,972 on $1.8 million of
revenue for 2010, compared with a net loss of $1.2 million on
$5.8 million of revenue for 2009.

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

                       http://is.gd/oJhp1m

Based in Anguilla, British West Indies, Bingo.com, Ltd., owns and
markets a bingo-based Web portal designed to provide a variety of
Internet based games plus other forms of entertainment, including
an online community, chat rooms, and more.  The Company was
originally incorporated in the State of Florida on Jan. 12, 1987.


BIOFUEL ENERGY: Thomas Edelman Discloses 11.0% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Thomas J. Edelman disclosed on March 23 that
he beneficially owns these securities of BioFuel Energy Corp:

                                               Equity
   Amount          Class                       Stake
   ------          -----                       ------
   11,383,077      Common Stock                 11.0%
    1,156,834      Class B Common Stock          6.0%
   12,539,911      Common Stock & Class B       10.2%

As of March 15, 2011, the Company had 103,736,236 shares of Common
Stock issued and outstanding and 19,328,132 shares of Class B
Common Stock issued and outstanding, based upon information
provided by the Issuer.  The total number of shares of Common
Stock and shares of Class B Common Stock issued and outstanding as
of March 15, 2011, was 123,064,368.

Mr. Edelman, on March 23, 2011, filed a Form 3 with SEC disclosing
that he directly owns 10,068,422 shares of common stock and
5,487,689 shares of Class B common stock of the Company.
Mr. Edelman added that he beneficially owns 471,690 shares of
common stock purchased by his spouse and family trusts.

                       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.


BIOJECT MEDICAL: Incurs $1.47 Million Net Loss in 2010
------------------------------------------------------
Bioject Medical Technologies Inc. reported a net loss of $43,000
on $1.71 million of revenue for the three months ended Dec. 31,
2010, compared with a net loss of $379,000 on $1.49 million of
revenue for the same period during the prior year.  The Company
also reported a net loss of $1.47 million on $5.57 million of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $1.08 million on $6.69 million of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed $3.67 million
in total assets, $3.29 million in total liabilities and $381,000
in shareholders' equity.

"While the challenges of lower revenue for the year negatively
impacted our operating loss, we are encouraged that revenue and
product sales increased in the fourth quarter of 2010 as compared
to the prior year-ago time period as well as the previous
quarter," said Ralph Makar, Bioject's President and Chief
Executive Officer.  "Available cash on hand remains as a major
concern and we continue to explore additional ways to improve our
cash and cash flow, including enhancing our supply chain
management processes with one of our key customers," said Ralph
Makar.  "We believe that the strategic investments made during
2010 to secure new business may begin to yield results during 2011
and those, combined with a number of unexpected orders received in
2011, may provide the extra resources necessary to help us
overcome the challenges which still lie ahead," indicated Mr.
Makar.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/FNd0qO

                       About Bioject Medical

Bioject Medical Technologies Inc. (OTCBB: BJCT) --
http://www.bioject.com/-- based in Portland, Oregon, is an
innovative developer and manufacturer of needle-free injection
therapy systems.  The Company is focused on developing mutually
beneficial agreements with leading pharmaceutical, biotechnology,
and veterinary companies.

                          *     *     *

Moss Adams LLP, in Portland, Oregon, which audited the Company's
2009 results, expressed substantial doubt about the Company's
ability to continue as a going concern.  The auditor noted that
the Company has suffered recurring losses, has had significant
recurring negative cash flows from operations, and has an
accumulated deficit.


BIOLASE TECHNOLOGY: Files Form 10-K, Posts $12-Mil. Net Loss
------------------------------------------------------------
Biolase Technology Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $12.02 million on $24.58 million of products and
services revenues for the year ended Dec. 31, 2010, compared with
a net loss of $2.95 million on $42.14 million of products and
services revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$18.14 million in total assets, $21.19 million in total
liabilities and a $3.05 million total stockholders' deficit.

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

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/QTIhnj

                     About BIOLASE Technology

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


BIONEUTRAL GROUP: Reports $550,815 Net Loss in Jan. 31 Quarter
--------------------------------------------------------------
BioNeutral Group, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $550,815 on $1,314 of revenue for the
three months ended Jan. 31, 2011, compared with a net loss of
$1.49 million on $0 revenue for the three months ended Jan. 31,
2010.

The Company's balance sheet at Jan. 31, 2010, showed
$11.47 million in total assets, $3.95 million in total
liabilities, and stockholders' equity of $7.52 million.

Marcum, LLP, in New York City, expressed substantial doubt about
BioNeutral Group's ability to continue as a going concern,
following the Company's results for the fiscal year ended Oct. 31,
2010.  The independent auditors noted that the Company had a
working capital deficiency of approximately $1.80 million for the
year ended Oct. 31, 2010 and accumulated deficit of approximately
$49.76 million as of Oct. 31, 2010.

A complete text of the Form 10-Q is available at
http://is.gd/C8VTh9for no charge.

Newark, N.J.-based BioNeutral Group, Inc. (OTC BB: BONU)
-- http://www.bioneutralgroup.com/-- is a specialty technology-
based life science company which has developed a technology
platform that neutralizes harmful environmental contaminants,
toxins and dangerous micro-organisms including bacteria, viruses,
mold, fungi and spores.


BORDERS GROUP: Store Closing Sales at 24 Stores Ongoing
-------------------------------------------------------
Under authority of the U.S. Bankruptcy Court, store closing sales
began Thursday at 26 Borders book stores in 14 states.  Nearly $50
million of inventory including books, magazines, music and movie
media, calendars, posters and more will be liquidated.

Discounts from 20% to 40% with limited exceptions are offered on
all merchandise at these newly announced locations.  Consumers
will enjoy very substantial savings on the entire stock of books
in every category, including new releases, best sellers,
textbooks, rare and collectible books and children's books.  There
are also significant price reductions on thousands of music CDs,
video DVDs and Blu-Ray, arts and crafts items, language learning
systems, games, puzzles and more.

Borders Rewards programs, including Borders Rewards Plus, remain
in effect.  Customers can continue to earn and redeem their
Rewards in all stores and on Borders.com.  Gift cards will also be
honored as usual.

The liquidation of inventory and store fixtures is being managed
by a joint venture composed of Hilco Merchant Resources, LLC,
Gordon Brothers Group, SB Capital Group, LLC, and Tiger Capital
Group.  A spokesperson for the joint venture said, "This is an
important opportunity for consumers to benefit from very
compelling discounts on a vast assortment of literature,
entertainment media and much more. Based on the tremendous
response to the store closing sales already underway at 200 other
Borders locations, we believe that today's value conscious
consumers will take advantage of the exciting savings at these new
locations.  We anticipate that this will be a short sale."

                About Hilco Merchant Resources, LLC

Based in Northbrook, IL, Hilco Merchant Resources --
http://www.hilcomerchantresources.com/-- provides a wide range of
analytical, advisory, operational, asset monetization and capital
investment services to help retailers define and execute strategic
initiatives.  Hilco can acquire, co-invest in or facilitate the
merger of retail operations; purchase or otherwise dispose of
duplicative stores, underperforming divisions, unnecessary
distribution centers, inventory, owned real estate, leases, and
furniture, fixtures and equipment.  Hilco also provides retail
restructuring services, interim store management, loss prevention
services, marketing and advertising management, merchandising
management, and strategic store opening programs.

                     About Gordon Brothers Group

Founded in 1903, Gordon Brothers Group --
http://www.gordonbrothers.com--  is a global advisory,
restructuring and investment firm specializing in the retail,
consumer products, industrial and real estate sectors. Gordon
Brothers Group maximizes value for both healthy and distressed
companies by purchasing or selling all categories of assets,
appraising assets, providing debt financing, making private equity
investments, and operating businesses for extended periods. Gordon
Brothers Group conducts over $50 billion in transactions and
appraisals annually.

                      About SB Capital Group

SB Capital Group -- http://www.sbcapitalgroup.com-- a
Schottenstein affiliate, is a leader in the field of asset
recovery, rescue finance, restructuring and strategic store
closing events. As equity stakeholders in businesses comprising
sectors as diversified as retail enterprises, consumer products,
franchising, licensing and real property, SB Capital Group
leverages resources and depth of experience to provide services
with applicability across a wide spectrum of industries.
Recognized worldwide as a trusted partner for businesses and
professionals, SB Capital Group's participation in transactions
that span the globe has solidified a reputation as one of the most
creative and innovative financial service and asset realization
firms in existence today. Discover more at

                     About Tiger Capital Group

Tiger Capital Group -- http://www.tigergroupllc.com/--specializes
in the planning, promotion, and management of store-closing events
in connection with mergers, acquisitions, downsizing, corporate
divestitures and Chapter 11 proceedings.

                        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)


BRL, LLC: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------
Debtor: BRL, LLC
        1941 Greenspring Drive
        Timonium, MD 21093

Bankruptcy Case No.: 11-15870

Chapter 11 Petition Date: March 23, 2011

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

Judge: James F. Schneider

Debtor's Counsel: Dennis King, Esq.
                  DANOFF & KING, P.A.
                  409 Washington Avenue, Suite 810
                  Towson, MD 21204
                  Tel: (410) 583-1686
                  Fax: (410) 583-1514
                  E-mail: dking@dkhlaw.com

Scheduled Assets: $1,401,760

Scheduled Debts: $943,393

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mdb11-15870.pdf

The petition was signed by James Riffin, managing member.


BROWN PUBLISHING: Modifies Compensation Scheme for K&L Gates
------------------------------------------------------------
The Brown Publishing Company, Brown Media Holdings Company and
their debtor-subsidiaries ask the Bankruptcy Court for an order
modifying, nunc pro tunc to Feb. 18, 2011, a prior order granting
their application to employ K&L Gates LLP as bankruptcy counsel to
allow K&L Gates to be paid, on a contingent fee basis for services
performed in connection with certain affirmative recoveries which
may be obtained by the Debtors or their estates.

The Debtors, the Official Committee of Unsecured Creditors and PNC
Bank, N.A., as agent for the Debtors' prepetition secured first
lien lenders have reached an agreement regarding a global
resolution of the primary outstanding issues in the cases,
including the adversary proceeding commenced by the Committee
against the First Lien Lenders entitled The Official Committee of
Brown Publishing Company, et al. v. PNC Bank, N.A., et al. (Adv.
Pro. No. 10-8300).  Among the terms of the settlement is the
imposition of a limit on the amount of fees to be paid to the
Debtors' and the Committee's counsel and financial advisors, which
has been incorporated into the Debtors' First Amended Joint
Chapter 11 Plan of Liquidation and accompanying Disclosure
Statement, filed on March 4, 2011.

If the aggregate amount of the allowed claims of the professionals
employed in the Chapter 11 Cases pursuant to Sections 327, 328,
1103 or otherwise of the Bankruptcy Code, net of (i) any sums
previously received, and unapplied retainers held, by the Retained
Professionals, exceeds the Professional Fee Cap, each of the Main
Professionals will defer or waive payment of its Allowed
Professional Fee Claim in an amount equal to the product of the
Professional Fee Shortfall multiplied by a fraction, the numerator
of which will be the Main Professional's Allowed Professional Fee
Claim and the denominator of which will be the total of all of the
Main Professionals Allowed Professional Fee Claims, until the date
when distributions are made to holders of Allowed Class 3 General
Unsecured Claims under the First Amended Plan by the disbursing
agent, at which point the deferred amounts will be paid in full to
the extent of the remaining 30% of each dollar of any additional
net proceeds -- GUC 30%.  If, on the Final Distribution Date, the
GUC 30% is not sufficient to enable a liquidating trustee to pay
the Professional Fee Shortfall in full, then the unpaid
Professional Fee Shortfall of each Main Professional will be paid
out of the GUC 30% pro rata in the proportion that each Main
Professional's unpaid Professional Fee Shortfall bears to the
total unpaid Professional Fee Shortfall.  Any portion of the
Professional Fee Shortfall remaining unpaid after the Final
Distribution Date and the exhaustion of the GUC 30% will be deemed
to have been waived.

Under the terms of the agreement, the Debtors, the Committee and
PNC have agreed that, in return for its agreement to conclude the
administration of the Debtors' estates notwithstanding the
imposition of the Fee Cap, K&L Gates will be entitled to recover,
on a contingent fee basis, for affirmative recoveries -- other
than vehicle or real estate sales, utility deposits, accounts
receivable recovered without litigation and the Committee's
litigation against the Debtors' prepetition secured first lien
lenders -- expressly including the security deposit posted by
Brown Media Corporation, obtained by the Debtors or their estates
from and after Feb. 18, 2011.

According to the Debtors, due to the unanticipated length and
complexities of their cases, K&L Gates and the other Main
Professionals have already incurred fees and expenses in excess of
the Fee Cap.  Although K&L Gates has agreed to complete the
administration of the case subject to the Fee Cap, the Debtors,
the First Lien Lenders and the Committee have agreed that an
alternative arrangement is necessary and appropriate to compensate
K&L Gates for the legal work that it performs on behalf of the
Debtors and their estates in obtaining affirmative recoveries for
the benefit of the estates creditors.

K&L Gates has proposed to be compensated on a contingent fee basis
with respect to the affirmative recoveries that it obtains on
behalf of the Debtors or their estates with respect to matters K&L
Gates elects to take on, as follows:

     (a) For preference actions pursuant to 11 U.S.C. Sec. 547,
K&L Gates would charge contingent fees with respect to affirmative
recoveries in the amount of (i) 17% of all gross collections on
cases settled prior to the filing of a complaint, (ii) 26% of all
gross collections recovered after commencement of suit and at
least 31 days before the earlier of (x) a scheduled trial and (y)
the initial scheduled return date of a motion for a default or
summary judgment and (iii) 30% of all gross collections recovered
after commencement of suit and less than 31 days before the
earlier of (x) a scheduled trial or (y) the initial scheduled
return date of a motion for a default or summary judgment.

     (b) For all other claims including, without limitation, all
avoidance actions pursuant to Chapter 5 of the Bankruptcy Code
other than preference actions pursuant to 11 U.S.C. Sec. 547, and
all other claims and causes of action, if any, K&L Gates would
charge contingent fees with respect to affirmative recoveries in
the amount of (i) 20% of all gross collections on cases settled
prior to the filing of a complaint, (ii) 29% of all gross
collections recovered after commencement of suit and more than
61days before the earlier of (x) a scheduled trial and (y) the
initial scheduled return date of a motion for a default or summary
judgment and (iii) 33% of all gross collections recovered after
commencement of suit and less than 61 days before the earlier of
(x) a scheduled trial or (y) the initial scheduled return date of
a motion for a default or summary judgment.

In the event preference and non-preference claims are asserted
against the same defendant, the contingent fee on all claims,
including preference claims, would be charged at the rate
applicable to non-preference claims.  Disbursements would be paid
directly by the Debtors estates or any liquidating trust
established pursuant to a Chapter 11 plan of liquidation that is
confirmed by the Court, or upon invoice, regardless of recovery,
and would not be subject to any contingency or level of recovery.

A hearing on the request is slated for April 5, 2011.  Objections
are due March 29.

                      About Brown Publishing

The Brown Publishing Company, Brown Media Holdings Company and
their subsidiaries filed for Chapter 11 bankruptcy (Bankr.
E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010 and May 1,
2010.  BPC estimated $10 million to $50 million in assets and
debts in its Chapter 11 petition.  Edward M. Fox, Esq., and Eric
T. Moser, Esq., at K&L Gates LLP, serve as counsel for the
Debtors.

BPC is a privately held community news and information
corporation, organized under the laws of the State of Ohio that,
prior to the sale of its assets, had been one of the largest
newspaper publishers in Ohio, and also operated publications in
Illinois, South Carolina, Texas and Utah.  On Sept. 3, 2010, the
Debtors completed the sale of substantially all of their assets.
Brown Publishing sold most of its assets to Ohio Community Media
LLC, which was formed by the Company's lenders, for about $21.8
million.  Brown Publishing's New York newspaper group, Dan's
Papers Inc., was sold to Dan's Papers Holdings LLC for about
$1.8 million.


BROWN PUBLISHING: Amended Plan Earmarks $275T for Unsecureds
------------------------------------------------------------
The Brown Publishing Company, Brown Media Holdings Company and
their debtor-subsidiaries on March 4, 2011, filed (a) First
Amended Joint Chapter 11 Plan of Liquidation of The Brown
Publishing Company, Brown Media Holdings Company, and Their
Respective Debtor Affiliates and Subsidiaries; and (b) First
Amended Disclosure Statement in Support of First Amended Joint
Chapter 11 Plan of Liquidation of The Brown Publishing Company,
Brown Media Holdings Company, and Their Respective Debtor
Affiliates and Subsidiaries.

Hearings to consider approval of the First Amended Disclosure
Statement and confirmation of the First Amended Plan are currently
scheduled to occur on April 5 and May 24, respectively.

The Debtors, the Official Committee of Unsecured Creditors and PNC
Bank, N.A., as agent for the Debtors' prepetition secured first
lien lenders have reached an agreement regarding a global
resolution of the primary outstanding issues in the cases,
including the adversary proceeding commenced by the Committee
against the First Lien Lenders entitled The Official Committee of
Brown Publishing Company, et al. v. PNC Bank, N.A., et al. (Adv.
Pro. No. 10-8300).  The deal is incorporated in the Amended Plan.

Under the First Amended Plan, up to $275,000 would be set aside
for the sole benefit of the holders of Class 3 General Unsecured
Claims other than the First Lien Lenders -- GUC Gift -- which will
be funded out of the proceeds generated by the sale or other
disposition of the assets remaining in the Debtors' estates on the
effective date of the First Amended Plan.  Once the GUC Gift has
been fully funded and a $620,000 cash advance that the Debtors'
prepetition secured first lien lenders have agreed to provide to
the liquidating trustee on the effective date has been repaid, 70%
of each dollar of any additional net proceeds realized from the
disposition of the Remaining Assets will be paid to the First Lien
Lenders on account of their deficiency claim. The remaining 30% of
each dollar of any additional net proceeds -- GUC 30% -- will be
used (i) first to satisfy the Professional Fee Shortfall, if any,
until paid in full and (ii) thereafter to be paid into a
segregated account -- GUC Account -- and held until the Final
Distribution Date for distribution to the holders of Class 3A
General Unsecured Claims.

                      About Brown Publishing

The Brown Publishing Company, Brown Media Holdings Company and
their subsidiaries filed for Chapter 11 bankruptcy (Bankr.
E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010 and May 1,
2010.  BPC estimated $10 million to $50 million in assets and
debts in its Chapter 11 petition.  Edward M. Fox, Esq., and Eric
T. Moser, Esq., at K&L Gates LLP, serve as counsel for the
Debtors.

BPC is a privately held community news and information
corporation, organized under the laws of the State of Ohio that,
prior to the sale of its assets, had been one of the largest
newspaper publishers in Ohio, and also operated publications in
Illinois, South Carolina, Texas and Utah.  On Sept. 3, 2010, the
Debtors completed the sale of substantially all of their assets.
Brown Publishing sold most of its assets to Ohio Community Media
LLC, which was formed by the Company's lenders, for about $21.8
million.  Brown Publishing's New York newspaper group, Dan's
Papers Inc., was sold to Dan's Papers Holdings LLC for about $1.8
million.


BROWN PUBLISHING: Seeks May 24 Extension of Solicitation Period
---------------------------------------------------------------
The Brown Publishing Company, Brown Media Holdings Company and
their debtor-subsidiaries ask the Bankruptcy Court to approve a
stipulation and order further extending the period in which the
Debtors have the exclusive right to solicit acceptances of a
Chapter 11 plan by 49 days through and including May 24, 2011.

On March 4, 2011, the Debtors filed (a) First Amended Joint
Chapter 11 Plan of Liquidation of The Brown Publishing Company,
Brown Media Holdings Company, and Their Respective Debtor
Affiliates and Subsidiaries; and (b) First Amended Disclosure
Statement in Support of First Amended Joint Chapter 11 Plan of
Liquidation of The Brown Publishing Company, Brown Media Holdings
Company, and Their Respective Debtor Affiliates and Subsidiaries.

The hearing to consider approval of the First Amended Disclosure
Statement and the hearing to consider confirmation of the First
Amended Plan are currently scheduled to occur on April 5, 2011 and
May 24, 2011, respectively.

The Debtors, the Committee and PNC have reached a preliminary
agreement regarding a global resolution of the primary outstanding
issues in these cases and the adversary proceeding commenced by
the Committee against the Debtors' prepetition secured first lien
lenders (Adv. Pro. No. 10-8300), with the ultimate goal of
achieving the consensual confirmation of a Chapter 11 plan.

The Debtors said that extending the Exclusive Solicitation Period
through and including May 24 would avoid the possibility of the
filing of any competing plans prior to the Confirmation Hearing
and allow the Court to confirm a plan that reflects the terms
agreed upon by the Debtors, the Committee and PNC, which is in the
best interests of the Debtors, their estates and creditors, as the
Committee and PNC have acknowledged by consenting to such an
extension.

                      About Brown Publishing

The Brown Publishing Company, Brown Media Holdings Company and
their subsidiaries filed for Chapter 11 bankruptcy (Bankr.
E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010 and May 1,
2010.  BPC estimated $10 million to $50 million in assets and
debts in its Chapter 11 petition.  Edward M. Fox, Esq., and Eric
T. Moser, Esq., at K&L Gates LLP, serve as counsel for the
Debtors.

BPC is a privately held community news and information
corporation, organized under the laws of the State of Ohio that,
prior to the sale of its assets, had been one of the largest
newspaper publishers in Ohio, and also operated publications in
Illinois, South Carolina, Texas and Utah.  On Sept. 3, 2010, the
Debtors completed the sale of substantially all of their assets.
Brown Publishing sold most of its assets to Ohio Community Media
LLC, which was formed by the Company's lenders, for about $21.8
million.  Brown Publishing's New York newspaper group, Dan's
Papers Inc., was sold to Dan's Papers Holdings LLC for about $1.8
million.


C0NSTRUCTORA RIVAS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: C0nstructora Rivas Inc.
        HC 01 Box 2484-A
        Morovis, PR 00687

Bankruptcy Case No.: 11-02382

Chapter 11 Petition Date: March 23, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wanda I. Luna Martinez, Esq.
                  LUNA LAW OFFICES
                  PMB 389
                  P.O. Box 194000
                  San Juan, PR 00919-4000
                  Tel: (787) 998-2356
                  Fax: (787) 200-8837
                  E-mail: quiebra@gmail.com

Scheduled Assets: $3,532,236

Scheduled Debts: $3,682,280

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/prb11-02382.pdf

The petition was signed by Jose A. Rivas Perez, president.


CANBERRA HOLDINGS: Moody's Assigns 'B2' Corp. Family Rating
-----------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating to Canberra Holdings II Corporation, the entity associated
with The Carlyle Group and Macquarie Group under which the
proposed first lien credit facility will be issued to fund, in
part, the proposed LBO of Redflex Holding Limited.  Concurrently,
Moody's has assigned a Ba3 rating to the proposed $215 million
first lien credit facilities.  The rating outlook is stable.

These ratings have been assigned subject to completion of the LBO
and review of final documentation:

  -- B2 Corporate Family Rating;

  -- B2 Probability of Default Rating:

  -- Ba3 (LGD3, 31%) on the proposed $20 million first lien
     revolving credit facility due 2016;

  -- Ba3 (LGD3, 31%) on the proposed $175 million first lien term
     loan B due 2017; and

  -- Ba3 (LGD3, 31%) on the proposed $20 million first lien
     delayed draw term loan due 2017.

On Feb. 21, 2011, Redflex signed a Scheme Implementation Agreement
under which it would be acquired for approximately $365 million by
The Carlyle Group and Macquarie Group.  Proposed financing for the
transaction is expected to include the $175 million first lien
term loan, a $75 million second lien term loan due 2018 (unrated),
a $25 million Holdco PIK note due 2021 (unrated) and equity
contributions by the sponsors.

                        Ratings Rationale

The B2 CFR is supported by Redflex's high EBITDA margins, the
predictability of its revenues and long tenured customer base as
well as some highly visible growth prospects.  These factors are
balanced against a relatively aggressive initial capitalization,
with leverage of roughly 5.5x, and high upfront costs to build
new transportation safety camera systems.  Redflex maintains a
market leading position in the construction, daily operation
and maintenance of municipal traffic safety systems in roughly
20 states throughout the United States.  These systems have
increasingly gained acceptance throughout the country due in
large part to the their ability to improve public safety, the
low cost to implement and the consistent revenue proposition
they provide to the municipalities.  Redflex has been a
beneficiary of this growing demand and Moody's expect this
trend to continue given the strength of its market position.

Moody's anticipates that growth over the next two years in
both the U.S., where Redflex bears the cost to build the
system, and internationally, where Redflex generally installs
the system and sells it to the government, will be funded
through a combination of internally generated cash flow and
proceeds from the proposed $20 million delayed draw term loan.
The current ratings anticipate that the proposed revolver will
remain largely undrawn over this timeframe.

The stable outlook reflects Moody's expectation that leverage will
remain high over the intermediate term as the company allocates
cash flow to growth initiatives.  Further, Redflex is expected to
manage its growth within the constraints of its existing liquidity
profile.

The Ba3 ratings on the proposed first lien facilities reflect
their first lien on substantially all of Redflex's U.S. assets
and their seniority in the capital structure relative to the
second lien term loan and the Holdco PIK note.  The ratings also
benefit from the flexibility afforded by Redflex's ability to PIK
a portion of the second lien interest (and at times all of the
second lien interest) and all of the interest associated with the
Holdco PIK Notes.  Covenants are expected to include both leverage
and interest coverage ratios set with adequate cushion.

Moody's would view excessive reliance by Redflex on its revolver
to fund growth as inconsistent with the current ratings and
outlook.  If such behavior persisted, ratings pressure would
likely build.  Further, the loss of a material contract or
leverage sustained above 5.5x for an extended period could have
negative rating implications.  A ratings upgrade is not viewed as
likely in the near term given the current leverage profile.  A
commitment to leverage below 4.0x coupled with a conservative
liquidity profile would be viewed positively.

Redflex, located in Phoenix, Arizona and Melbourne, Australia,
is a global traffic safety camera systems company that operates
through two divisions.  The U.S. division (77% of sales) is a
leading photo enforcement owner and operator under a BOOM (build,
own, operate, maintain) model.  The international division (23%
of sales) sells camera hardware, back-office processing equipment
and software to cities, states and countries globally.  The U.S.
business is is viewed as more stable and generates substantially
higher margins than the international business.  Revenue for the
twelve months ending Dec. 31, 2010, were roughly $131 million.


CAPITOL HILL: Pillsbury Fights for Expenses from Malpractice Suit
-----------------------------------------------------------------
Bankruptcy Law360 reports that Pillsbury Winthrop Shaw Pittman LLP
argued on appeal Tuesday that Capitol Hill Group owes the firm
expenses it incurred defending itself against the developer's
legal malpractice suit, saying the action breached an agreement
the long-time adversaries inked during CHG's bankruptcy case.

As reported by the Troubled Company Reporter on September 29,
2010, the Bankruptcy Court denied a motion for summary judgment
filed by Pillsbury.  In a memorandum decision, Judge Teel said an
agreement by Capitol Hill not to oppose Shaw Pittman's
applications for attorney's fees billed prior to Dec. 15, 2003,
required only that the company won't contest the firm's fee
applications for services provided through Nov. 30, 2003.  The
judge said the agreement did not purport to address any
malpractice claims that Capitol Hill Group might later pursue
against the firm even if relating to the services that were the
subject of those fee applications.

Capitol Hill Group commenced its bankruptcy case (Bankr. D. D.C.
Case No. 02-00359) by filing a voluntary petition under chapter 11
of the Bankruptcy Code on Feb. 21, 2002, with Shaw Pittman acting
as its counsel.


CARPENTER CONTRACTORS: Employs Crowe Horwath as Auditors
--------------------------------------------------------
Carpenter Contractors of America Inc. and CCA Midwest Inc. seek
permission from the Bankruptcy Court to employ Scott L. Spencer,
CPA and Crowe Horwath LLP to perform auditing services.

Among other things, the firm will audit and report on the Debtors'
consolidated financial statements as of and for the fiscal year
ending Jan. 30, 2011.  The firm will also prepare the required
federal and state tax returns of the Debtors for the fiscal year
ended Jan. 30, 2011.

The firm attests it does not have any connection with creditors or
other parties-in-interest.  As a condition of representation,
Crowe is waiving its $13,755 pre-petition claim.

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, filed for Chapter 11 bankruptcy protection on
Oct. 25, 2010 (Bankr. S.D. Fla. Case No. 10-42604).  Chad P.
Pugatch, Esq., serves as the Debtor's bankruptcy counsel, and Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, served 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 for audit
work.

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


CARPENTER CONTRACTORS: Taps Great American as Appraiser
-------------------------------------------------------
Carpenter Contractors of America Inc. and CCA Midwest Inc. seek
permission from the Bankruptcy Court to employ Great American
Group Advisory & Valuation Services, LLC, nunc pro tunc to the
agreement date of March 21, to perform appraisals for the Debtors.

Carpenter Contractors seeks to employ Great American to provide a
projection of gross and net values relative to the subject
machinery and equipment located at the Debtor's facilities in
Winterhaven, Florida; Belvidere, Illinois; and Fayetteville, North
Carolina.  The appraisals will be prepared in conjunction with the
Debtor's Plan of Reorganization and Disclosure Statements.

The firm's fee for machinery and equipment appraisal is $16,000
plus out of pocket costs not to exceed $1,000.

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, filed for Chapter 11 bankruptcy protection on
Oct. 25, 2010 (Bankr. S.D. Fla. Case No. 10-42604).  Chad P.
Pugatch, Esq., serves as the Debtor's bankruptcy counsel, and Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, served 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 for audit
work.

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


CASCADE BANCORP: Registers 44.54-Mil. Shares of Stock
-----------------------------------------------------
Cascade Bancorp filed with the U.S. Securities and Exchange
Commission a Form S-1 relating to the resale of an aggregate of up
to 44,540,054 shares of the Company's common stock, of which
44,193,750 were issued to the selling stockholders in connection
with an equity financing transaction in January 2011.  The Company
is required to file the registration statement under the terms of
a Registration Rights Agreement dated Jan. 28, 2011 with the
selling stockholders to register for resale the shares of common
stock issued by the Company to certain investors in connection
with the Private Offerings.

The Company will not receive any proceeds from the sale of the
shares of common stock by the selling stockholders.

The Company's common stock is traded on the NASDAQ Capital Market
under the symbol "CACB."  The last reported sale price of the
Company's common stock on the NASDAQ Capital Market on March 16,
2011 was $7.77 per share.

A copy of the prospectus is available at http://is.gd/x8vslG

                      About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

The Company's balance sheet at Dec. 31, 2010 showed $1.71 billion
in total assets, $1.70 billion in total liabilities and $10.05
million in total stockholders' equity.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the bank's balance sheet showed $2.088 billion in assets.

The Company reported a net loss of $13.65 million on $84.98
million of total interest and dividend income for the year ended
Dec. 31, 2010, compared with a net loss of $114.83 million on
$106.81 million of total interest and dividend income during the
prior year.


CC MEDIA: 2.54MM Shares Tendered Under Executive Incentive Plan
---------------------------------------------------------------
CC Media Holdings, Inc., filed with the U.S. Securities and
Exchange Commission an amended Schedule TO which amends and
supplements the Tender Offer Statement filed with the SEC on
Feb. 18, 2011, relating to an offer to eligible officers and key
employees of the Company and its direct and indirect subsidiaries,
subject to specified conditions, to exchange certain non-qualified
stock options to purchase shares of the Company's 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,
representing 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.

The Offer expired at 5:00 p.m., EST, on March 21, 2011.  Pursuant
to the Offer, Eligible Options to purchase an aggregate of
2,547,432 shares of the Company's Class A common stock were
tendered and accepted, representing 91.6% of the 2,781,867 shares
underlying the Eligible Options.  In accordance with the terms and
conditions of the Offer, on March 21, 2011, Replacement Options to
purchase 1,273,741 shares of Class A common stock with an exercise
price equal to $10.00 per share were retained by Eligible Persons
in exchange for Eligible Options tendered and accepted, and
Replacement Options to purchase 117,218 shares of Class A common
stock with an exercise price of $10.00 per share were forfeited by
Eligible Persons who became ineligible to participate in, or
declined to participate in, the Offer.

                  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.


CCS CORPORATION: Bank Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which CCS Income Trust,
presently known as CCS Corporation, is a borrower traded in the
secondary market at 94.29 cents-on-the-dollar during the week
ended Friday, March 25, 2011, an increase of 0.43 percentage
points from the previous week according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  The
Company pays 300 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Nov. 5, 2014, and carries
Moody's 'B2' rating and Standard & Poor's 'B' rating.  The loan is
one of the biggest gainers and losers among 182 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                       About CCS Corporation

CCS Corporation is an opportunity-rich growth organization that
provides energy and environmental waste management services.
Focused on disciplined growth, CCS maintains its long-term
comprehensive commitment to environmental stewardship by
continually setting -- and raising -- industry standards.  CCS
services the global energy and environment sectors through four
major divisions; CCS Midstream Services, CCS Energy Marketing,
HAZCO Environmental & Decommissioning Services and Concord Well
Servicing.  CCS Corporation was formerly known as CCS Income Trust
and changed its name on November 14, 2007.  The company was
founded in 1984 and is based in Calgary, Canada.

CCS Corp. carries a 'B' long-term corporate credit rating with
'stable' outlook from Standard & Poor's Ratings Services.  S&P
said in August 2010 the ratings on CCS reflect S&P's view of the
company's aggressive debt leverage, participation in the
competitive and cyclical oilfield services market, and reliance on
its customers' outsourcing requirements.  S&P believes the
company's market position in western Canada, stability and
predictability in its operating margins, and good diversification
throughout its businesses somewhat offset these weaknesses.

CCS carries a 'B3' Corporate Family Rating and negative outlook
from Moody's Investors Service.  "The company's ability to
navigate the current economic environment is substantively
constrained by a highly levered capital structure and the cyclical
nature of a significant portion of the company's revenues",
commented Moody's analyst Terry Marshall in June 2010.  "Moody's
sees more downside risk to the B3 rating over the near term and
anticipate any operational and cash flow improvements to occur
gradually contingent on continued successful execution of business
strategy.


CEMTREX INC: Govil, Secretary, Owns 3 Million Common Shares
-----------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Saagar Govil, secretary and director at Cemtrex Inc.,
disclosed beneficial ownership of 3,000,000 shares of common stock
of the Company.

                        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.


CENTER COURT: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Center Court Partners LLC
        29134 Roadside Drive, Suite 103
        Agoura Hills, CA 91301

Bankruptcy Case No.: 11-13715

Chapter 11 Petition Date: March 25, 2011

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Rocky Ortega, Esq.
                  LAW OFFICE OF ROCKY ORTEGA
                  29134 Roadside Drive, Suite 107
                  Agoura Hills, CA 91301
                  Tel: (408) 667-4313

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

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

The petition was signed by Roger Meyer, managing member.

Debtor's List of Three Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Opal Meyer Survivor's Trust        --                           --
3800 Beverly Ridge Drive
Sherman Oaks, CA 91423

City Lights Financial Express, Inc.--                           --
29134 Roadside Drive, Suite 106
Agoura Hills, CA 91301

Johnson Mueller Architects         --                           --
1451-D Rice Avenue
Oxnard, CA 93030


CHARLIE BATCH: Primerock Real Estate Fund May Pursue Collateral
---------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that according to the Pittsburgh Tribune-Review, a federal
bankruptcy judge is allowing Primerock Real Estate Fund, a
Pennsylvania real-estate fund owed $820,000 by Charlie Batch, 36,
to continue its legal pursuit of the things that the Pittsburgh
Steelers backup quarterback used as collateral to obtain a loan in
November 2009.

The report relates that after Mr. Batch fell through on his legal
promises, the fund said it is to "goods of every nature,"
including sports memorabilia, jewelry, a 2006 Kawasaki personal
watercraft and the assets related to Batch's living trust. The
fund said it also has a stake in property that Batch owns in
Munhall, Pa.

According to DBR, media reports originally indicated that fund
would pursue Mr. Batch's two Super Bowl rings, but a fund
representative later said it hopes to strike a deal with Batch
instead.

Mr. Batch filed for Chapter 7 bankruptcy protection in December,
estimating in court documents that he owed creditors $8.29 million
but only had $2.3 million in assets.


CIRCLE T PIPELINE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Circle T Pipeline, Inc.
        P.O. Box 811
        Pounding Mill, VA 24637

Bankruptcy Case No.: 11-70556

Chapter 11 Petition Date: March 18, 2011

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: William F. Stone Jr.

Debtor's Counsel: Robert Tayloe Copeland, Esq.
                  COPELAND & BIEGER, P.C.
                  P.O. Box 1296
                  Abingdon, VA 24212
                  Tel: (276) 628-9525
                  Fax: (276) 628-4711
                  E-mail: rcopeland@copelandbieger.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/vawb11-70556.pdf

The petition was signed by Timothy Mark Anders.


CINRAM INT'L: Bank Debt Trades at 21% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Cinram
International Inc. is a borrower traded in the secondary market at
78.75 cents-on-the-dollar during the week ended Friday, March 25,
2011, a drop of 0.69 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 175 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
April 26, 2011, and carries Moody's' Caa1' rating and Standard &
Poor's 'CC' rating.  The loan is one of the biggest gainers and
losers among 182 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                    About Cinram International

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

In December 2010, Moody's downgraded Cinram International's
Corporate Family Rating and Probability of Default Rating to
'Caa2' and 'Caa3' from 'Caa1' to 'Caa2', respectively.  The rating
action was prompted by the entirely of the company's bank credit
facility coming due in May 2011, and by the likelihood that the
ongoing acceleration of Internet access to digital libraries also
implies an accelerating decline of the company's core DVD/CD
replication activities.  Further, while lack of forward visibility
of Cinram's revenue stream and its related uncertain
sustainability have been concerns for some time, recent
developments with respect to on-line library access have
heightened perceived risks.  As well, in addition to downgrading
Cinram's CFR and PDR, given the very near term maturity of the
company's credit facility, Moody's continues to maintain an SGL-4
speculative grade liquidity rating (indicating poor liquidity) and
a negative ratings outlook.

At the end of January 2011, Standard & Poor's lowered its long-
term corporate credit rating on Cinram International Inc. three
notches to 'CC' from 'CCC+' and placed all of the ratings Cinram
on CreditWatch with negative implications.  "These rating actions
follow Cinram's announcement of a proposed refinancing and
recapitalization plan for its credit facilities due May 2011,
completion of which we would consider a distressed exchange offer
under Standard & Poor's criteria definition," said Standard &
Poor's credit analyst Lori Harris.  Under the plan, lenders are
asked to agree to exchange a portion of the existing first-lien
secured debt into second-lien debt with a mandatory exchange into
equity at Dec. 31, 2011.


CIRCUIT CITY: Administrative Stub Rent Not Immediately Payable
--------------------------------------------------------------
WestLaw reports that to determine when an obligation to pay rent
under the Chapter 11 debtors' unexpired nonresidential leases
arose, for purposes of a bankruptcy statute requiring the trustee
to "timely perform" all obligations "arising from and after the
order for relief" under any unexpired nonresidential lease of the
debtors, the bankruptcy court had to apply the accrual method,
under which an obligation to pay rent continuously arose on a
daily basis for each day that the debtor possessed premises
pursuant to a lease, rather than the billing method.  However,
while the statute gave lessors an administrative expense claim for
stub rent accruing after the order for relief, it did not give
them a superpriority claim for such rent and did not require
immediate payment thereof.  In re Circuit City Stores, Inc., ---
B.R. ----, 2009 WL 7376920 (Bankr. E.D. Va.).

                      About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Va. Lead Case No. 08-35653) on Nov. 10, 2008.
InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases in Jan. 2009.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.


CLEAR CHANNEL: Bank Debt Trades at 12% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 87.74 cents-on-the-dollar during the week ended Friday, March
25, 2011, an increase of 0.57 percentage points from the previous
week according to data compiled by Loan Pricing Corp. and reported
in The Wall Street Journal.  The Company pays 365 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 30, 2016, and carries Moody's 'Caa1' rating and Standard &
Poor's 'CCC+' rating.  The loan is one of the biggest gainers and
losers among 182 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                About CC Media and Clear Channel

Clear Channel Communications, Inc. --
http://www.clearchannel.com/--is a diversified media company with
three primary business segments: radio broadcasting, outdoor
advertising and live entertainment.  Clear Channel (OTCBB:CCMO) is
the operating subsidiary of San Antonio, Texas-based CC Media
Holdings, Inc.

CC Media's balance sheet at Dec. 31, 2010 showed $17.48 billion in
total assets, $1.25 billion in current liabilities, $20.61 billion
in long-term liabilities and a $7.20 billion shareholders'
deficit.

                          *     *     *

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 its '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+' CCR on CC Media Holdings
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.


CNL LIFESTYLE: Moody's Assigns 'Ba3' Rating to Senior Unsec. Notes
------------------------------------------------------------------
Moody's Investors Service has assigned a (P)Ba3 rating to the
prospective senior unsecured notes offering of CNL Lifestyle
Properties, Inc.  Moody's has also assigned a Ba3 corporate family
rating to CNL Lifestyle.  The rating outlook is stable.  This is
the first time Moody's has rated CNL Lifestyle.

These ratings were assigned with a stable outlook:

* CNL Lifestyle Properties, Inc. -- corporate family rating at
  Ba3; prospective senior unsecured debt rating at (P)Ba3.

                        Ratings Rationale

CNL Lifestyle is an externally-managed, publicly offered non-
traded REIT, specializing in the acquisition and ownership of a
diversified pool of real estate assets which include ski and
mountain resorts, golf courses, attractions, marinas, senior
living facilities, and other lifestyle related income-producing
properties.

Moody's Ba3 ratings reflect CNL Lifestyle's specialty property
type focus in various assets classes that are highly dependent on
consumer spending.  Many of these asset classes, including ski,
attractions, and marinas have high barriers to entry and benefit
from positive demographic trends.  However, they are also highly
exposed to seasonal patterns, weather trends, and discretionary
spending, all of which can be volatile.  Moody's notes that the
majority of CNL Lifestyle's income is derived from long term
triple-net leases with its operators, which somewhat mitigates the
risks.  The REIT does, however, have some meaningful tenant
concentrations which are of concern.  Furthermore, these are
highly specialized assets, which have limited alternative uses.

Key credit strengths include CNL Lifestyle's modest overall
leverage and strong fixed charge coverage.  Liquidity is adequate
for near-term growth objectives and funding needs.  The REIT's
primary source of capital is common equity raised through its
public offerings -- its current offering ends in April 2011.  As
of year-end 2010, CNL Lifestyle had a sizeable $200 million cash
balance, which is expected to increase modestly following the
REIT's proposed $400 million unsecured bond offering.  Moody's
expect bond proceeds will be used to partially refinance existing
secured indebtedness and fund future growth.  CNL Lifestyle also
has an $85 million secured revolver, which had $58 million drawn
as of year-end 2010 and provides limited financial flexibility.
Moody's anticipate that outstandings on the revolver will be paid
down with proceeds from the unsecured offering.

Moody's notes that CNL Lifestyle's unencumbered asset pool is of
small size and modest quality, which somewhat limits the
collateral coverage supporting the proposed senior unsecured
bonds.

The stable outlook reflects Moody's expectation that CNL Lifestyle
Properties will maintain its conservative balance sheet metrics as
it continues to grow.  Moody's also expects the REIT to continue
its stable operating performance coupled with adequate portfolio
coverage ratios.

Upward ratings movement would be likely if unencumbered assets
were to increase closer to 50% of gross assets coupled with strong
EBITDAR property coverage ratios.  Secured debt below 10% of gross
assets and reduced tenant concentration with top three tenants
less than 25% of total property income would also lead to ratings
improvement.

A ratings downgrade would likely be precipitated by material
shifts in discretionary spending impacting demand for CNL
Lifestyle's properties or any significant issues with its top
tenants/operators more generally.  Fixed charge coverage below
3.0x on a consistent basis or any decrease in the quality or size
of the unencumbered asset pool would also lead to a ratings
downgrade.

This is the first time Moody's has rated CNL Lifestyle Properties,
Inc.

CNL Lifestyle Properties, Inc. is a real estate investment trust
that invests in income-producing properties with a focus on
lifestyle-related industries.  The REIT acquires properties and
leases them primarily on a long-term, triple-net basis.


COMBIMATRIX CORP: Peterson Sullivan Raises Going Concern Doubt
--------------------------------------------------------------
CombiMatrix Corporation filed on March 22, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

Peterson Sullivan LLP, in Seattle, Washington, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a history of incurring net losses and net operating cash flow
deficits.

The Company reported a net loss of $13.1 million on $3.6 million
of revenue for 2010, compared with a net loss of $17.6 million on
$2.6 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $9.6 million
in total assets, $1.4 million in total liabilities, and
stockholders' equity of $8.2 million.

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

                       http://is.gd/qQVyFu

Irvine, Calif.-based CombiMatrix Corporation (NASDAQ: CBMX)
-- http://www.cmdiagnostics.com/-- through its wholly owned
subsidiary, CombiMatrix Diagnostics, is a CAP/CLIA certified
molecular diagnostics laboratory offering comprehensive profiling
of chromosomes and genes for both oncology and pre- and post-
natal developmental disorders in children.


COMMONWEALTH BIOTECHNOLOGIES: Holders of Common Stock Total 48
--------------------------------------------------------------
Commonwealth Biotechnologies Inc. filed with the U.S. Securities
and Exchange Commission on Tuesday Amendment No. 1 on Form 15/A to
withdraw the previous filing of the Form 15 filed on March 14,
2011, with respect to the Company's no par value Common Stock.

The Company also notes that the previous filing incorrectly stated
that there are 1,200 holders of record of the Company's common
stock.  As of March 22, 2011, there are 48 holders of record of
the Company's common stock.

A notice on Form 15 is filed with the U.S. Securities and Exchange
Commission to inform the Commission of the termination of
registration of a class of securities or suspension of duty to
file reports.

The Form 15/A is available at http://is.gd/c0Rpdz

The previous Form 15 filing is available at http://is.gd/Jan5cJ

                About Commonwealth Biotechnologies

Based in Midlothian, Virginia, Commonwealth Biotechnologies offers
cutting-edge peptide research and development products and
services to the global life sciences industry.  CBI now operates
through its Australian subsidiary, Mimotopes, Pty Ltd.

Commonwealth Biotechnologies Inc. filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Va. Case No. 11-30381) on Jan. 20,
2011.  Judge Kevin R. Huennekens presides over the case.  Paula S.
Beran, Esq., at Tavenner & Beran, PLC, represents the Debtor.  The
Debtor estimated both assets and debts of between $1 million and
$10 million.


CONOLOG CORP: Posts $2.4 Million Net Loss in Jan. 31 Quarter
------------------------------------------------------------
Conolog Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $2.4 million on $150,831 of product
revenue for the three months ended Jan. 31, 2011, compared with a
net loss of $10.3 million on $111,920 of product revenue for the
same period ended Jan. 31, 2010.

The Company's balance sheet at Jan. 31, 2011, showed $1.1 million
in total assets, $861,227 in total liabilities, and stockholders'
equity of $251,212.

As reported in the Troubled Company Reporter on Dec. 7, 2010,
WithumSmith+Brown, PC, in Somerville, New Jersey, expressed
substantial doubt about Conolog's ability to continue as a going
concern, following the Company's results for the fiscal year ended
July 31, 2010.  The independent auditors noted that the Company
has had recurring losses from operations of $3.5 million and
$1.6 million and used cash from operations in the amounts of
$1.6 million and $1.3 million for the years ended July 31, 2010,
and 2009, respectively.

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

                       http://is.gd/3hN5eV

Somerville, N.J.-based Conolog Corporation is in the business of
design, manufacturing and distribution of small electronic and
electromagnetic components and subassemblies for use in telephone,
radio and microwave transmissions and reception and other
communication areas.  The Company's products are used for
transceiving various quantities, data and protective relaying
functions in industrial, utility and other markets.  The Company's
customers include primarily industrial customers, which include
power companies located primarily throughout the United States,
and various branches of the military.


CONVERSION SERVICES: Incurs $771,753 Net Loss in 2010
-----------------------------------------------------
Conversion Services International, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
reporting a net loss of $771,753 on $17.72 million of revenue for
the year ended Dec. 31, 2010, compared with net income of $31,956
on $24.19 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3.75 million
in total assets, $6.92 million in total liabilities and $3.17
million in total stockholders' deficit.

Friedman LLP expressed substantial doubt about the Company's
ability to continue as a going concern after auditing the
Company's financial reports for 2009 and 2010.  The accounting
firm noted that the Company has incurred recurring operating
losses, negative cash flows, is not in compliance with a covenant
associated with its Line of Credit, maturing on March 31, 2011 and
has significant future cash flow commitments.

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

                       http://is.gd/E0BFde

                  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."


COPELAND PROPERTIES: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Copeland Properties Twelve, LP
        25809 Business Center Drive, Suite F
        Redlands, CA 92374

Bankruptcy Case No.: 11-19484

Chapter 11 Petition Date: March 23, 2011

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

Judge: Wayne E. Johnson

Debtor's Counsel: Leonard M. Shulman, Esq.
                  SHULMAN HODGES & BASTIAN LLP
                  8105 Irvine Center Drive, Suite 600
                  Irvine, CA 92618
                  Tel: (949) 340-3400
                  Fax: (949) 340-3000
                  E-mail: lshulman@shbllp.com

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

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

A list of the Company's 11 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-19484.pdf

The petition was signed by Charles E. Copeland, president.


CORD BLOOD: Plans to Buy SouthAm Cell Storage Provider for $10MM
----------------------------------------------------------------
Cord Blood America, Inc., entered into a non-binding Letter of
Intent with a large Stem Cell Storage provider located in South
America on Jan. 27, 2011, for the acquisition of the South
American company, contingent upon among other requirements, the
Cord Blood's completion of due diligence, the execution of a
binding definitive agreement, and Cord Blood obtaining a firm
commitment from an investment banker to provide the capital
required by the Company to consummate the acquisition.

The executed Letter of Intent contemplates a purchase price of up
to $10.95 million, of which $5.25 Million is to be paid in cash at
closing, and the balance of up to $5.7 million is to be paid out
in four quarterly installments contingent on performance of
certain earn out criteria set forth in the Letter of Intent.  The
agreement also requires Cord Blood America to make a $150,000
deposit by March 31, 2011.

The Letter of Intent requires that the identity of the target
company is to be kept confidential until a definitive acquisition
agreement is executed.  Cord Blood is currently in contact with
its investment bankers, but there is no assurance that the Company
will be successful in arranging the required firm commitment for
the necessary capital for this acquisition on commercially
reasonable terms.  At this stage the only document that has been
executed is the Letter of Intent, and it specifically states that
it is non binding.  Further, Cord Blood has initiated, but has not
completed its due diligence.  As a result, although management is
optimistic, there can be no assurance that this contemplated
acquisition will occur, and at this date there is no obligation on
the Company's part to proceed with the acquisition

                     About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

The Company's balance sheet at Sept. 30, 2010, showed
$6.99 million in total assets, $6.81 million in total liabilities,
all current, and stockholders' equity of 177,706.

In its March 30, 2010 report, Rose, Snyder & Jacobs, in Encino,
California, said the Company's recurring operating losses,
continued cash burn, and insufficient working capital and
accumulated deficit at Dec. 31, 2009, raise substantial doubt
about the Company's ability to continue as a going concern.  Cord
Blood reported that net loss increased from $6.9 million for the
year ended Dec. 31, 2008, to $9.8 million for the year ended
Dec. 31, 2009.  For the year ended Dec. 31, 2009, total
revenue decreased approximately $900,000 to $3.2 million or 22.4%
from $4.2 million.


CORUS BANKSHARES: Tricadia Debt Purchase Could End Ch. 11 Deadlock
------------------------------------------------------------------
American Bankruptcy Institute reports that Tricadia Capital
Management's purchase of nearly a quarter of Corus Bankshares
Inc.'s securities related to collateralized-debt obligations could
break a deadlock in the Company's chapter 11 case.

                    About Corus Bankshares, Inc.

Chicago, Illinois-based Corus Bankshares, Inc., is a bank holding
company.  Its lone operating unit, Corus Bank, N.A., was closed
on September 11, 2009, by regulators, and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of Corus Bank.

The Company sought Chapter 11 protection on (Bankr. N.D. Ill.
Case No. 10-26881) June 15, 2010, disclosing $314,145,828 in
assets and $532,938,418 in liabilities as of the Chapter 11
filing.

Kirkland & Ellis LLP's James H.M. Sprayregen, Esq., David R.
Seligman, Esq., and Jeffrey W. Gettleman, Esq., serve as the
Debtor's bankruptcy counsel.  Kinetic Advisors is the Company's
restructuring advisor.  Plante & Moran is the Company's auditor
and accountant.  Kilpatrick Stockton LLP's Todd Meyers, Esq., and
Sameer Kapoor, Esq.; and Neal Gerber & Eisenberg LLP's Mark
Berkoff, Esq., Deborah Gutfeld, Esq., and Nicholas M. Miller,
Esq., represent the official committee of unsecured creditors.


DEARBORN BANCORP: BKD LLP Raises Going Concern Doubt
----------------------------------------------------
Dearborn Bancorp, Inc., filed on March 21, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

BKD, LLP, IN Indianapolis, Indiana, expressed substantial doubt
about Dearborn Bancorp ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses resulting from the effects of the economic
downturn in their operating region causing its subsidiary bank to
be undercapitalized and resulting in a consent order to be issued
by its primary regulator.

The Company reported a net loss of $14.2 million on $34.1 million
of net interest income (before provision for loan losses) for
2010, compared with a net loss of $61.2 million on $30.9 million
of net interest income (before provision for loan losses) for
2009.

The Company's balance sheet at Dec. 31, 2010, showed 915.7 million
in total assets, $888.7 million in total liabilities, and
stockholders' equity of $27.0 million.

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

                       http://is.gd/HUBc0o

A complete text of the 2010 consolidated financial statements is
available for free at http://is.gd/8Iknn4

Dearborn, Michigan-based Dearborn Bancorp, Inc. (Nasdaq: DEAR) is
a registered bank holding company.  Its sole banking subsidiary is
Fidelity Bank.  The Bank operates 17 offices in Wayne, Oakland,
Macomb and Washtenaw Counties in the State of Michigan.


DMS HOTEL: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: DMS Hotel Ventures, LLC
        dba Lexington Suites
        fdba Hawthorn Suites
        1133 N. Carpenter Ave., Suite #4
        Modesto, CA 95351

Bankruptcy Case No.: 11-70106

Chapter 11 Petition Date: March 22, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Wichita Falls)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  One Glen Lakes Tower
                  8140 Walnut Hill Ln., No. 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.com

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

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

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

The petition was signed by Brij Madan, managing member.


DREIER LLP: Creditors Sue Tory Burch Over Unpaid Legal Bills
------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Dreier LLP unsecured creditors have filed a lawsuit
against Tory Burch LLC, the purveyor of flats, handbags and tunics
and, over unpaid legal bills.

DBR relates the lawsuit says Tory Burch LLC was a client of the
firm from August 2008 until the bankruptcy.  The designer
allegedly owes $225,699 in unpaid legal bills to the defunct firm,
which the committee wants to collect and add to the pot of cash
its members will eventually share in.

According to DBR, a Tory Burch representative said the company is
disputing the amount of legal bills it owes Dreier LLP.

                       About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On Dec. 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier, currently in prison, was
charged by the U.S. government for conspiracy, securities fraud
and wire fraud (S.D.N.Y. Case No. 09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.  Sheila M. Gowan, a partner with Diamond McCarthy, was
appointed Chapter 11 trustee.

Wachovia Bank National Association, the Chapter 11 trustee, and
Steven J. Reisman as post-confirmation representative of the
bankruptcy estate of 360networks (USA) Inc. signed a petition that
put Mr. Dreier into bankruptcy under Chapter 7 on Jan. 26, 2009
(Bankr. S.D.N.Y. Case No. 09-10371).

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


EAGLE RIDGE: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Eagle Ridge, L.L.C.
        24725 Farm Brook
        Southfield, MI 48034

Bankruptcy Case No.: 11-47934

Chapter 11 Petition Date: March 23, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Howard M. Borin, Esq.
                  SCHAFER AND WEINER, PLLC
                  40950 Woodward Avenue, Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  Fax: (248) 642-2127
                  E-mail: hborin@schaferandweiner.com

Scheduled Assets: $3,013,737

Scheduled Debts: $5,273,272

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/mieb11-47934.pdf

The petition was signed by Kohut Law Group, managing member.


EMPIRE RESORTS: Fails to Comply With NASDAQ's Listing Rule
----------------------------------------------------------
Empire Resorts, Inc., on March 22, 2011, received notice from The
NASDAQ Stock Market that, because the Company's stockholders'
equity has fallen below $10 million as reported on its annual
report on Form 10-K for the year ended Dec. 31, 2010, the Company
no longer complies with Nasdaq Listing Rule 5450(b)(1)(A) with
respect to the minimum stockholders' equity requirement for
continued listing on the Nasdaq Global Market.

Nasdaq's notice has no immediate effect on the listing of the
Company's common stock on the Nasdaq Global Market.  Pursuant to
Nasdaq Marketplace Rule 5810(c)(2)(C), the Company has been
provided 45 calendar days, or until May 6, 2011, to submit a plan
to Nasdaq to regain compliance.  If the plan is accepted, Nasdaq
can grant an extension of up to 180 calendar days from the date of
the notice, or until Sept. 18, 2011, to evidence compliance.  If
the plan is not accepted, the Company will have the right to
appeal such decision and the common stock would remain listed on
the Nasdaq Global Market until the completion of the appeal
process.  To regain compliance, the Company must have
stockholders' equity of at least $10 million.

Alternatively, the Company may be eligible to transfer the listing
of its common stock to the Nasdaq Capital Market.  To qualify, the
Company would be required to meet the continued listing
requirements for the Nasdaq Capital Market, with the exception of
the minimum bid price requirement.

The Company is considering actions that it may take in response to
this notification in order to regain compliance with the continued
listing requirements, including the effect that the Company's
proposed rights offering will have on its stockholders' equity,
but no decisions about a response have been made at this time.

                      About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

The Company's balance sheet at Dec. 31, 2010, showed
$48.44 million in total assets, $42.15 million in total current
liabilities and $6.29 million in total stockholders' equity.

As reported by the Troubled Company Reporter on March 23, 2011,
Friedman LLP expressed substantial doubt about the Company's
ability to continue as a going concern.  Friedman noted that the
Company's ability to continue as a going concern depends on its
ability to satisfy its indebtedness when due.  In addition, the
Company has continuing net losses and negative cash flows from
operating activities.

Empire Resorts reported a net loss of $17.57 million on
$68.54 million of net revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.57 million on $67.63 million of
net revenues during the prior year.


EMPIRE RESORTS: Offers Rights to Purchase 39.60MM Common Shares
---------------------------------------------------------------
Empire Resorts, Inc., filed with the U.S. Securities and Exchange
Commission Amendment No. 1 to a Form S-1 relating the distribution
at no charge to the holders of the Company's common stock, par
value $0.01 per share, and Series B Preferred Stock, par value
$0.01 per share, non-transferable subscription rights to purchase
up to an aggregate of 39,606,201 shares of the Company's common
stock at a subscription price of $0.8837 per share, for up to an
aggregate purchase price of approximately $35 million.  Each
stockholder will receive one subscription right for each share of
our common stock owned on March 28, 2011 and each subscription
right will entitle its holder to purchase 0.56895 shares of the
Company's common stock at the subscription price.

The purpose of the rights offering is to raise equity capital in a
cost-effective manner that allows all stockholders to participate.
The net proceeds will be used to repay all or a portion of the
Company's outstanding indebtedness in the aggregate principal
amount of $35 million, together with interest accrued thereon,
under that certain loan agreement, dated as of Nov. 17, 2010, by
and between the Company and its largest stockholder, Kien Huat
Realty III Limited.  The Company expects the total purchase price
of the shares offered in this rights offering to be approximately
$35 million, assuming full participation.  The Company's largest
stockholder, Kien Huat, has agreed to exercise its entire
allocation of basic subscription rights.  Additionally, Kien Huat
may, but is not obligated to, exercise its oversubscription
rights.  The rights offering is being made to Kien Huat in
reliance on an exemption from the registration requirements of the
Securities Act of 1933, as amended, and shares issued in respect
of its participation in the rights offering are not covered by the
registration statement of which this prospectus forms a part.

The subscription rights will be distributed and exercisable
beginning on or about April 1, 2011.  The subscription rights will
expire and will have no value if they are not exercised prior to
5:00 p.m., New York City time, on April 29, 2011, the expected
expiration date of this rights offering.  The Company, in its sole
discretion, may extend the period for exercising the subscription
rights.  The Company will extend the duration of the rights
offering as required by applicable law, and may choose to extend
the rights offering if the Company decides that changes in the
market price of the Company's common stock warrant an extension or
if the Company decides that the degree of participation in this
rights offering by holders of the Company's common stock is less
than the level we desire.  Subscription rights will be irrevocable
once they are exercised, and will continue to be irrevocable in
the event that the rights offering is extended.

There is no minimum number of shares that the Company must sell in
order to complete the rights offering.

The Company's principal executive office is located at Monticello
Casino and Raceway, Route 17B, P.O. Box 5013, Monticello, New York
12701.  The Company's telephone number at that address is (845)
807-0001.  Our website is located at www.empireresorts.com.  The
Company's common stock is traded in the Nasdaq Global Market under
the symbol "NYNY."  On March 22, 2011, the closing price of our
common stock as reported on the Nasdaq Global Market was $0.59 per
share.

A full-text copy of the prospectus, as amended on March 23, 2011,
is available for free at http://is.gd/FPqxk6

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

The Company's balance sheet at Dec. 31, 2010, showed
$48.44 million in total assets, $42.15 million in total current
liabilities and $6.29 million in total stockholders' equity.

Friedman LLP expressed substantial doubt about the Company's
ability to continue as a going concern.  Friedman noted that the
Company's ability to continue as a going concern depends on its
ability to satisfy its indebtedness when due.  In addition, the
Company has continuing net losses and negative cash flows from
operating activities.

Empire Resorts reported a net loss of $17.57 million on
$68.54 million of net revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.57 million on $67.63 million of
net revenues during the prior year.


FIDELITY PROPERTIES: Judge Jennemann Denies Case Conversion Plea
----------------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida denied the motion to dismiss the
Chapter 11 case of Fidelity Properties Group LLC or, in the
alternative, convert the Debtor's case to Chapter 7 liquidation
filed by Thomas A Range on behalf of creditor Catherine Newsom
Southall; Walter W. Carroll II; and Berkley M. Mackey, III and
Julie M. Landrigan on behalf of W.T. Paul Liau, as Trustee Under
That Certain Unrecorded Land Trust Agreement dated April 25, 2003.

In seeking the dismissal, the parties noted that the Debtor has
taken no action to effectively pursue or promote a successful
reorganization.  Since the filing of the Debtor's petition the
Debtor has not:

    i) filed a plan of reorganization;

   ii) taken action to accomplish a plan of reorganization such
       as a determination of the valuation of property, a
       determination of claims, a solicitation of creditors
       regarding the components of an effective plan;

  iii) effected a sale of the property, which is subject to the
       claim of this Creditor, nor taken any effective action to
       obtain a contract for the sale of such property;

   iv) taken effective action of any nature or sort to accomplish
       an effective plan of reorganization.

The parties added that a review of the Debtor's monthly reports
and the Debtor's conduct demonstrates that there is no reasonable
chance that a plan of reorganization can be confirmed.

                   About Fidelity Properties

Orlando, Florida-based Fidelity Properties Group LLC owns 11 real
estate properties.  The Company filed for Chapter 11 protection
(Bankr. M.D. Fla. Case No. 10-05510) on April 1, 2010.  Lawrence
M. Kosto, Esq., Kosto & Rotella PA, in Orlando, Fla., represents
the Debtor in its restructuring effort.  The Company disclosed
$10,333,188 in assets and $3,593,828 in debts as of the Petition
Date.


FIRST METALS: Quebec Court Appoints Demers Beaulne as Receiver
--------------------------------------------------------------
First Metals Inc. announced on March 24, 2011, that pursuant to
its ongoing restructuring process that it has executed an
agreement for the disposition of its Fabie Bay and Magusi River
properties, together with certain assets related thereto, for
aggregate consideration of $500,000 payable in common shares of
Globex Mining Enterprises at a deemed issue price of $3.00 per
share.

In connection with the foregoing transaction the Company also
announced that Quebec Superior Court, Commercial Chamber on
March 24, 2011, issued an order appointing Demers Beaulne Inc. to
act as receiver to certain assets of the Corporation in order to
complete the disposition of the foregoing assets.  It is
anticipated that the transfer of such assets will be completed on
or about March 28, 2011.  The net proceeds of this sale will be
used to repay amounts owing to the Corporation's secured
noteholders.

The Company also announced that the previously disclosed
disposition of certain of its heavy equipment for total cash
proceeds of $1,100,000 has been completed and the net proceeds
from such sale are being held in trust in favor of the
Corporation's secured noteholders.

                          About First Metals

First Metals Inc. is a resource company with two main Zinc-Copper
deposits, Fabie Bay and Magusi River.  Fabie Bay was producing
until December 2008 when production was suspended.  The company
filed a proposal under Part III of the Bankruptcy and Insolvency
Act in April 2009.  The company received approval for is proposal
under Part III of the Bankruptcy and Insolvency Act in June 2009.

Richard Williams and Jay Richardson who had held their respective
positions of President-CEO and Secretary-Treasurer since July 22nd
2008, were terminated by the board effective Jan. 8, 2010.
Michael Churchill was installed by the board Jan. 8, 2010 as
President and CEO with a specific mandate to assess and report on
the financial and operational status of FMA, formulate a new
operational and reorganization plan, and then implement the plan.


FIRST TORO: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: First Toro Family Limited Partnership
        2289 Broadway
        New York, NY 10024

Bankruptcy Case No.: 11-11229

Chapter 11 Petition Date: March 21, 2011

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: James M. Peck

Debtor's Counsel: Ismael Gonzalez, Esq.
                  LAW OFFICE OF ISMAEL GONZALEZ, P.C.
                  152 West 36th Street, Suite 202
                  New York, NY 10018
                  Tel: (212) 465-1500
                  Fax: (212) 244-5440
                  E-mail: katelita@aol.com

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

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

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

The petition was signed by Helmer Toro, president of general
partner.


FRANKLIN BANK: Judge Dismisses Shareholder Class Action
-------------------------------------------------------
Bankruptcy Law360 reports that a Texas federal judge on Monday
dismissed all claims with prejudice in a consolidated class action
alleging Franklin Bank Corp. and its directors, officers and
outside auditors lied to shareholders in order to keep the now-
defunct bank afloat.

                        About Franklin Bank

Franklin Bank, S.S.B., Houston, Texas, was closed Nov. 7, 2008, by
the Texas Department of Savings and Mortgage Lending, and the
Federal Deposit Insurance Corporation was named receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Prosperity Bank, El Campo, Texas, to
assume all of the deposits, including those that exceeded the
insurance limit, of Franklin Bank.

As of Sept. 30, 2008, Franklin Bank had total assets of
$5.1 billion and total deposits of $3.7 billion. Prosperity Bank
agreed to assume all the deposits, including the brokered
deposits, for a premium of 1.7%.  In addition to assuming all of
the failed bank's deposits, Prosperity Bank will purchase
approximately $850 million of assets.  The FDIC said it will
retain the remaining assets for later disposition.


FUQI INT'L: Receives Final Notice of Noncompliance from NASDAQ
--------------------------------------------------------------
FUQI International, Inc., announced on March 25, 2011, receipt of
a notice of noncompliance from The NASDAQ Stock Market due to the
Company's inability to timely file its Annual Report on Form 10-K
for the year ended Dec. 31, 2010 with the Securities and Exchange
Commission, which constitutes an additional basis for the
delisting of the Company's securities from The NASDAQ Stock
Market.

As previously reported, the Company has been in the process of
preparing restated financial statements for the fiscal quarters
ended March 31, June 30, and September 30, 2009 and had received
notices from NASDAQ for not complying with NASDAQ's filing
requirement as set forth in Listing Rule 5250(c)(1) because the
Company had not filed its Form 10-K for the year ended
Dec. 31, 2009 and Forms 10-Q for each of the periods ended
March 31, June 30, and Sept. 30, 2010.

The Company appeared before the NASDAQ Hearings Panel on Nov. 11,
2010, subsequent to which the Panel determined to continue the
listing of the Company's common stock on The NASDAQ Stock Market
subject to an extension through March 28, 2011, by which date the
Company must file all delinquent reports with the SEC.  Under
NASDAQ's rules, the extension through March 28, 2011 represents
the maximum length of time that the Panel may grant the Company to
come back into compliance with its rules.

Since the Company is not able to make all such filings by
March 28, 2011, and no further extensions are available, the
Company expects to receive a delisting determination from the
Panel in the very near term indicating that the Company's common
stock will be delisted from The NASDAQ Stock Market.  The Company
will provide additional disclosure upon receipt of such notice
from NASDAQ.

The Company has been advised by Pink OTC Markets Inc., which
operates an electronic quotation service for securities traded
over-the-counter, that its securities are immediately eligible for
quotation on the Pink Sheets.  The Company anticipates that its
shares will continue to trade under the symbol FUQI.  Investors
can view real time stock quotes for FUQI at
http://www.otcmarkets.com.

The Company anticipates applying for re-listing on NASDAQ at such
time as the Company is able to comply with all requirements for
initial listing.

                   About FUQI International

Based in Shenzhen, China, FUQI International, Inc. is a leading
designer, producer and seller of high quality precious metal
jewelry in China.  FUQI develops, promotes, manufactures and sells
a broad range of products consisting of unique styles and designs
made from gold and other precious metals such as platinum and
Karat gold.


GEOPHARMA, INC: Files for Chapter 11 Protection
-----------------------------------------------
GeoPharma Inc. filed for Chapter 11 protection (Bankr. M.D. Fla.
Case No. 11-05210).

Based in Largo, Fla., GeoPharma, Inc., manufactures, packages, and
distributes private-label dietary supplements, over-the-counter
drugs and health and beauty products.

The Company is represented by Charles A. Postler of Stichter,
Riedel, Blain & Prosser.


GEOPHARMA, INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: GeoPharma, Inc.
        dba Innovative Health Products
        fka Innovative Health Products, Inc.
        6950 Bryan Dairy Road
        Largo, FL 33777

Bankruptcy Case No.: 11-05210

Chapter 11 Petition Date: March 23, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Charles A. Postler, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  E-mail: cpostler.ecf@srbp.com

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

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

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

The petition was signed by George Stuart, president/CEO.


GEORGE LOVE: 10th Cir. Won't Review Debtor's FDIC Claims
--------------------------------------------------------
WestLaw reports that debtors and an individual debtor's wife had
to submit their claims against a bank to the Federal Deposit
Insurance Corporation for administrative determination after the
bank was placed into FDIC receivership, even though their state-
court action against the bank was commenced before the bank
failed, pursuant to a mandatory claims process that was a
prerequisite to judicial review.  Their failure to do so deprived
the Court of Appeals of jurisdiction over their appeals from the
bankruptcy court's grant of summary judgment in favor of the bank,
following the removal of the state-court action.  In re George
Love Farming, LC, 2011 WL 880285 (10th Cir.).

A copy of the Tenth Circuit's ruling is available at
http://is.gd/olZ7I2from Leagle.com.  Lower court decisions in the
Debtor's chapter 11 case have been published at 438 B.R. 354 (10th
Cir. BAP 2010) and 366 B.R. 170 (Bankr. D. Utah 2007).

George Love and Snowville Farms, LLC, filed voluntary chapter 11
petitions (Bankr. D. Utah. Case Nos. 04-_____ and 04-_____).
Following appointment of an examiner, these two chapter 11 estates
were substantively consolidated with the assets and liabilities of
George Love Farming, LC (Bankr. D. Utah Case No. 06-20612), George
Love Farming Partnership and George Love Family Partnership.  The
bankruptcy court confirmed a chapter 11 plan for the Consolidated
Estates on Dec. 12, 2005.  , , one of the farming companies he
operated, filed voluntary Chapter 11 bankruptcy petitions in Utah
Bankruptcy Court.


GRIFFON CORP: S&P Assigns 'BB-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
corporate credit rating to New York-based Griffon Corp.  The
rating outlook is stable.

At the same time, S&P assigned a 'BB+' (two notches higher than
the corporate credit rating) issue-level rating to Griffon's
$200 million revolving credit facility due 2016.  S&P assigned  a
'1' recovery rating to this facility, indicating S&P's expectation
that lenders can expect very high (90% to 100%) recovery in the
event of a payment default.  At the same time, S&P assigned a
'BB-' issue-level rating (the same as the corporate credit rating)
to the company's $550 million senior unsecured notes due 2018.
S&P assigned the notes a '3' recovery rating, indicating S&P's
expectations of meaningful (50% to 70%) recovery in the event of
a payment default.

The company used the proceeds from the financings to repay
outstanding bank debt at its Clopay Ames subsidiary and to replace
existing revolving credit facilities at both Clopay Ames and
Telephonics, as well as to pay related fees and expenses.

"The 'BB-' corporate credit rating on Griffon reflects S&P's
assessment of its fair business risk profile and aggressive
financial risk profile," said Standard & Poor's credit analyst
Thomas Nadramia.  The company has sizable customer concentrations
in each of its business segments and exposure to fluctuation in
the construction industry through its building products business
(garage doors and tools).  S&P categorizes Griffon's financial
risk profile as somewhat aggressive given S&P's expectation that
adjusted debt (including operating lease and pension liability
adjustments) to EBITDA will remain greater than 4x for the next
six to 12 months.  In addition, the rating takes into account the
company's good diversity across distinct business segments: garage
doors, lawn and garden tools, defense communications and sensor
systems, and specialty plastics.  Griffon also benefits from
relatively stable margins in its plastics and Telephonics business
(which produces information systems for aerospace and defense and
commercial markets) and a growing international presence in tools
and plastics.  It has recognized brands and a national footprint
in building products, and adequate liquidity as a result of
healthy cash balances and available funding under the revolving
credit facility.

Griffon is a diversified holding company that through its
subsidiaries manufactures garage doors, landscape and garden
tools, plastic films, and communication and sensor systems.
The rating and outlook incorporate S&P's expectation of some
improvement in Griffon's building products segment due to an
upturn in home improvement spending in 2011 as homeowners catch up
on deferred maintenance and high unemployment moderates.  S&P
expects a 3% to 5% increase in the company's building products
sales in the latter half of 2011 because of normal replacement
cycles and a gradual economic recovery.  S&P expects a similar
increase in Griffon's Telephonics revenues based on existing
backlog and new orders for the company's highly engineered
communications and surveillance products.  Finally, S&P expects
high-single-digit growth in Griffon's plastics business due to
increased sales in Europe.

The stable rating outlook reflects S&P's expectation that end-
market demand for Griffon' businesses will be relatively stable
over the next several quarters with perhaps some modest
improvement taking place in the second half of the year due to a
moderate uptick in repair and remodeling spending and a gradual
economic recovery.  As a result, S&P expects credit measures to be
in line with the rating, with adjusted leverage of less than 4.5x
and FFO to debt between 15% and 20%.  In addition, S&P believes
total liquidity will be healthy with cash balances well in excess
of $200 million and nearly full availability under the proposed
$200 million revolving credit by year's end.  S&P would consider a
higher rating if Griffon's operating performance exceeded S&P's
expectations due to a more rapid recovery in housing starts and
increased consumer spending, such that leverage would decline to
3.5x or less.  In S&P's view, this would be possible if housing
starts in 2012 returned to 1 million and remodeling spending
increased by 8% to 10%.  S&P could lower the rating during
the next 12 months if sales and EBITDA were to unexpectedly
deteriorate due to a double-dip recession and reduced construction
activity such that total adjusted leverage exceeded 5x, or
if Griffon's plastics or Telephonics business deteriorated
significantly, perhaps by the loss of a major customer.  S&P
could also consider a negative rating action if the company
completed a debt-financed acquisition that resulted in increased
leverage and reduced liquidity.


HAMPTON ROADS: Files Form 10-K; Posts $210.35 Million Net Loss
--------------------------------------------------------------
Hampton Roads Bankshares, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, reporting a
net loss of $210.35 million on $122.20 million of total interest
income for the year ended Dec. 31, 2010, compared with a net loss
of $201.45 million on $149.44 million of total interest income
during the prior year.

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

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

In 2010, to raise capital, the Company entered into the various
definitive investment agreements with investors to purchase
637,500,000 shares of Common Stock of the Company for $0.40 per
share as part of an aggregate $255 million private placement, in
two separate closings.  The "Investors" are affiliates of The
Carlyle Group and Anchorage Advisors, L.L.C., CapGen Capital Group
VI LP, affiliates of Davidson Kempner Capital Management,
affiliates of Fir Tree, Inc., and C12 Protium Value Opportunities
Ltd.

The 2010 results did not include a going concern qualification
from Yount Hyde.

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

                        http://is.gd/WuKNYc

                  About Hampton Roads Bankshares

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

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

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

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


HARRY & DAVID: May File for Ch. 11 as Soon as Today, WSJ Says
-------------------------------------------------------------
The Wall Street Journal's Joel Millman and Mike Spector report
that Harry & David Holdings Inc. is preparing to file for Chapter
11 bankruptcy protection as soon as Monday morning, people
familiar with the matter said.

One of the sources told the Journal, Harry & David has reached a
so-called "prearranged" deal with creditors under which Harry &
David would convert its bond debt to equity.  Harry & David would
also seek to raise additional capital through a new stock sale
that creditors would likely have special rights to participate in,
this person said.

That source also said Harry & David would get roughly $100 million
in DIP financing from UBS AG and Ally Bank and another $50 million
to $55 million financing from bondholders.

The Journal says Harry & David declined to comment.

On March 1, Harry & David skipped a $7 million interest payment
owed to bondholders, but it remains technically in a "grace
period" until Thursday.

The Journal notes that for the past few months, Harry & David has
huddled with law firm Jones Day, investment bank Rothschild Inc.
and turnaround firm Alvarez & Marsal in an attempt to restructure
and remain viable.

                   About Harry & David Holdings

Harry & David Holdings, Inc. is a multi-channel specialty retailer
and producer of branded premium gift-quality fruit and gourmet
food products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  The Company has 122
stores across the country.

The Company's balance sheet at Dec. 25, 2010, showed
$304.3 million in total assets, $360.8 million in total
liabilities, and a stockholders' deficit of $56.5 million.

Harry & David has said financial results for the fiscal 2011
second quarter ended Dec. 25, 2010, were significantly below its
expectations.  As a result, Harry & David said it has retained
Rothschild Inc. as financial advisor and Jones Day as legal
advisor to explore recapitalization alternatives.

The Company also said that, based on results of operations in the
second quarter of this fiscal year, it will not satisfy financial
covenants under its credit facility.

"Based on our current working capital and anticipated working
capital requirements, we will not be able to finance continuing
operations including servicing its payment obligations under the
Senior Notes, without securing new capital and restructuring our
obligations.  There can be no assurance that our efforts to obtain
new capital and restructure our obligations will be successful;
and therefore, there is substantial doubt as to our ability to
continue as a going concern," the Company said in its latest
quarterly report on Form 10-Q.

                           *     *     *

As reported by the Troubled Company Reporter on March 10, 2011,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Harry & David Operations Corp. to 'D' from 'CC'.  The
ratings are unsolicited.

S&P also lowered its ratings on the company's $70 million senior
floating-rate notes and $175 million unsecured fixed-rate notes to
'D' from 'C'.  The '5' recovery rating on the notes remains
unchanged and it indicates S&P's expectation for modest (10%-30%)
recovery of principal in the event of a payment default.

The ratings on Harry & David reflect its missed interest payments
due March 1, 2011, on its $70 million senior floating-rate notes
and $175 million senior fixed-rate notes.

As reported in the TCR on Jan. 27, 2011, Moody's Investors Service
downgraded Harry & David's Probability of Default and Corporate
Family ratings to 'Ca' from 'Caa3'.  The ratings outlook is
negative.  The downgrade to 'Ca' reflects Moody's view that Harry
& David will likely default on its debt obligations in the very
near-term.


HAWKER BEECHCRAFT: Bank Debt Trades at 12% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 87.71 cents-on-
the-dollar during the week ended Friday, March 25, 2011, a drop of
0.57 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014, and
carries Moody's Caa1 rating and Standard & Poor's CCC+ rating.
The loan is one of the biggest gainers and losers among 182 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kan., is a manufacturer of business jets, turboprops and
piston aircraft for corporations, governments and individuals
worldwide.

Hawker Beechcraft Acquisition Company LLC reported net sales for
the three months ended Sept. 30, 2010, of $594.7 million, a
decrease of $163.0 million compared to the third quarter of 2009.
During the three months ended Sept. 30, 2010, the Company recorded
an operating loss of $81.4 million, compared to an operating loss
of $721.1 million during the comparable period in 2009.  The
improved operating loss versus the prior period was primarily due
to charges of $581.5 million related to asset impairments recorded
during the three months ended September 27, 2009.

The Company's balance sheet at June 27, 2010, showed
$3.420 billion in total assets, $3.408 billion in total
liabilities, and stockholders' equity of $11.6 million.

Hawker Beechcraft reported a net loss of $56.8 million on
$639.3 million of total sales for the three months ended June 27,
2010, compared with net income of $172.2 million on $816.3 million
of sales for the three months ended June 28, 2009.

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service.


HELLER EHRMAN: BofA, Citi Settle Firm's Claims for $20 Million
--------------------------------------------------------------
Bankruptcy Law360 reports that Bank of America Corp. and a unit of
Citigroup Inc. agreed earlier this month to pay $20 million as
part of a settlement with liquidating law firm Heller Ehrman LLP
and its unsecured creditors in California bankruptcy court.

                          About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.

Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D.
Calif., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon.
Dennis Montali presides over the case.  Pachulski Stang Ziehl &
Jones LLP assists the Debtor in its restructuring effort.  The
Official Committee of Unsecured Creditors is represented
Felderstein Fitzgerald Willoughby & Pascuzzi LLP.  The firm
estimated assets and debts at $50 million to $100 million as of
the Petition Date.  According to reports, the firm had roughly $63
million in assets and 54 employees at the time of its filing.  The
Court confirmed Heller Ehrman's Plan of Liquidation in September
2010.


HERBALIFE INTERNATIONAL: Moody's Withdraws 'Ba1' Default Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Herbalife
International, Inc., including the Ba1 Probability of Default
Rating, Ba1 Corporate Family Rating, and Ba1 rating on its retired
senior secured bank credit facility.  This action follows the
recent replacement of the company's $450 million senior secured
bank facility with a new $700 million senior secured revolving
credit facility that is not rated by Moody's.  There are no
Moody's-rated debt instruments currently outstanding at Herbalife
International.  Please refer to Moody's Withdrawal Policy on
www.moodys.com.

Ratings withdrawn:

Herbalife International, Inc.:

  -- Probability of Default Rating at Ba1;

  -- Corporate Family Rating at Ba1;

  -- $250 million secured revolving credit facility at Ba1, LGD 3,
     40%;

  -- $200 million secured term loan at Ba1, LGD 3, 40%.

Herbalife International, Inc., headquartered in Los Angeles,
California, is a marketer of weight management meal replacement
shakes, nutritional supplements, energy drinks, and skin care
products that are sold through a global network of 2.1 million
independent distributors in 73 countries.  Annual revenues are
about $2.5 billion.


HORIZON LINES: Extends Consent Solicitation for its Senior Notes
----------------------------------------------------------------
Horizon Lines, Inc., said Friday that it has extended the
expiration date of its previously announced consent solicitation
with respect to its 4.25% Convertible Senior Notes due 2012
seeking a waiver of certain defaults and events of default under
the indenture governing the Notes, subject to the terms and
conditions described in the Consent Solicitation Statement, dated
March 1, 2011, and the accompanying Letter of Consent.

The consent solicitation, initially scheduled to expire at 5:00
p.m. New York City time on March 10, 2011, was extended and
previously scheduled to expire at 5:00 p.m. New York City time on
March 24, 2011.  The Company will extend the deadline for the
consent solicitation until 5:00 p.m., New York City time, on
March 25, 2011 (such time and date, as may be extended, the
"Consent Date").

Except as set forth herein, the complete terms and conditions of
the consent solicitation remain the same as set forth in the
Consent Solicitation Statement and the accompanying Letter of
Consent previously distributed to eligible holders of Notes.

This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell with
respect to any securities. The consent solicitation is only being
made pursuant to the terms of the Consent Solicitation Statement
and the related Letter of Consent. The consent solicitation is not
being made in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky
or other laws of such jurisdiction. None of the Company, the
solicitation agent, the information agent or their respective
affiliates is making any recommendation as to whether or not
holders should deliver their consent to the proposed waiver.

The Company has engaged Moelis & Company to act as solicitation
agent and i-Deal, LLC to act as information and tabulation agent
for the consent solicitation.  Requests for documents may be
directed to i-Deal, LLC at (888)593-9546 (toll free) or (212) 849-
5000 (collect).  Questions regarding the consent solicitation may
be directed to Moelis & Company at (212) 883-3813 or (212) 883-
3544.

                        About Horizon Lines

Horizon Lines, Inc., based in Charlotte, North Carolina, through
its wholly-owned indirect operating subsidiary, Horizon Lines,
LLC, currently operates 11 of its 15 Jones Act qualified U.S.
flag container ships in Jones Act liner services between the
continental United States and either Alaska, Hawaii, or Puerto
Rico and five U.S. flag container ships between the Far East,
U.S. west coast and Guam.

                           *     *     *

As reported in the Troubled Company Reporter on March 8, 2011,
Moody's Investors Service said Horizon Lines, Inc.'s plea
agreement regarding antitrust matters in the Puerto Rico trade
lane is credit negative but does not at this time affect its
'Caa1' Corporate Family or its other debt ratings of Horizon.

The last rating action on Horizon was on May 18, 2010 when Moody's
lowered its ratings, including the corporate family rating to
'Caa1' and maintained the negative outlook.


INNOVATIVE CONSTRUCTION: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Innovative Construction, Inc.
        1375 Sampson St.
        New Castle, PA 16101

Bankruptcy Case No.: 11-21666

Chapter 11 Petition Date: March 21, 2011

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Malcolm L. Pollard, Esq.
                  4845 West Lake Road, Suite 119
                  Erie, PA 16505
                  Tel: (814) 838-8258
                  Fax: (814) 838-8452
                  E-mail: mactk4@gte.net

Scheduled Assets: $2,500,000

Scheduled Debts: $1,278,000

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

The petition was signed by Andrew Menechino, president.


INTEGRATED FREIGHT: To Issue of 3.91-Mil. Shares to 14 Investors
----------------------------------------------------------------
Integrated Freight Corporation has approved the issue of 3,914,343
shares of the Company's common stock to a total of 14 persons.
These shares will be issued and delivered by the Company's
transfer agent over a period of up to ten days beginning March 25,
2011.  The Company's board of directors approved the issue of
these shares as of March 18, 2011.

The Company's board of directors also confirmed and approved the
issue of 300,000 common stock purchase warrants to a total of two
persons in partial payment of consulting fees.  The warrants are
exercisable at a price of $0.50 per share for five years.
Concurrent with approval of the issue of these warrants, the
Company's board of directors approved the cancellation of 910,000
warrants issuable to the two unlicensed persons as a finders' fee,
which were exercisable at a price of $0.01 per share for five
years.

The Company is relying on Section 4(2) of the Securities Act of
1933 for an exemption from the registration requirements of that
Act, in that the offer and sale of the shares and the warrants did
not involve a public offering.

                 Election of Officer and Directors

The Company' board of directors elected, on March 18, 2011,
Henry P. Hoffman, Kimberly K. Bors and Robert Papiri.

Mr. Hoffman has served as one of the Company's independent
directors.  He will continue to serve as a director.  He replaces
Steven E. Lusty as the Company's Chief Operating Officer.

Ms. Bors, age 50, will serve as an independent director beginning
April 1, 2011.  She has consented to her election.  From October
2009 to the present, Ms. Bors has been employed by Johnson
Controls, a New York Stock Exchange listed company, for the most
recent part of this period in the position of Vice President for
Global Human Resources - Building Efficiency.  From 2003 to
October 2009, she was employed by IDEX Corporation, a New York
Stock Exchange listed company, sequentially in the positions of
Vice President for Global Human Resources & Corporate
Communications, Vice President for China Shared Operations and
President, Fluid Management/Dispensing (Americas Division) and
Global Chief Marketing Officer (IDEX Dispensing).  Beginning in
1985 and ending in 2003, Ms. Bors held executive management
positions with Brunswick Corporation, Browning Ferris Industries,
Outdoor Marine Corporation and Pennzoil Company.  Ms. Bors earned
a B.B.A. degree (1985) and a M.B.A. degree (1989) from the
University of Houston, Houston, Texas.

Mr. Papiri, age 49, will serve as an independent director
beginning immediately.  He has consented to his election.  He is a
founder in 2006 and a managing member of Tangiers Capital, LLC, a
Southern California based asset manager that raises, invests, and
manages the Tangiers Investors, LP investment fund.  Tangiers
Investors makes direct investments into foreign and domestic
private and public companies through the acquisition of stock,
convertible debt, warrants, and other instruments.  Mr. Papiri is
a managing partner, beginning in 2005, of Acer Capital Group, LLC,
a business consulting firm providing a full suite of financing,
management consulting, and operational assistance to public and
private companies.  Acer has structured and advised on over $375
million of real estate financing.  Mr. Papiri has been a general
partner in seven separate real estate development projects
totaling over 225 acres in California and Washington State, with
specific emphasis on carrying the project through entitlements and
rezoning and the creation of an appropriate exit strategy.  Mr.
Papiri attended the Regents College in Albany, New York.

                     About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On August 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
August 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.

                          *     *     *

Sherb & Co., LLP, in Boca Raton, Fla., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has suffered
recurring losses and has a negative working capital position and a
stockholders' deficit.

The Company's balance sheet at Sept. 30, 2010, showed
$8.96 million in total assets, $11.91 million in total
liabilities, and a stockholders' deficit of $2.95 million.


INTELSAT SA: Units Commence Tender Offers & Consent Solicitations
-----------------------------------------------------------------
Intelsat S.A. announced that its subsidiary, Intelsat Jackson
Holdings S.A., has commenced tender offers and consent
solicitations for two series of outstanding senior notes, its
subsidiary, Intelsat Intermediate Holding Company S.A. has
commenced a tender offer and consent solicitation for one series
of outstanding senior notes and its subsidiary, Intelsat
Subsidiary Holding Company S.A. has commenced tender offers and
consent solicitations for three series of outstanding senior
notes.  Each tender offer and consent solicitation is being made
independently of the other offers and consent solicitations.

Intelsat Jackson's tender offers to purchase for cash any and all
of its outstanding $55.0 million aggregate principal amount of
9 1/4% Senior Notes due 2016 and any and all of its outstanding
$284.6 million aggregate principal amount of 11 1/2% Senior Notes
due 2016 are subject to the terms and conditions set forth in the
Offer to Purchase and Consent Solicitation Statement, dated
March 21, 2011 relating thereto.

In connection with the Intelsat Jackson Tender Offers, Intelsat
Jackson is also soliciting the consent of the holders of the
Intelsat Jackson Notes to certain proposed amendments to the
indentures governing those notes, among other things, to eliminate
substantially all of the restrictive covenants, certain events of
default and certain other provisions contained in the applicable
indentures.

Intermediate Holdco's tender offer to purchase for cash any and
all of its outstanding $481.0 million aggregate principal amount
at maturity of 9 1/2% Senior Discount Notes due 2015 is subject to
the terms and conditions set forth in Intermediate Holdco's Offer
to Purchase and Consent Solicitation Statement dated March 21,
2011 relating thereto.

In connection with the Intermediate Holdco Tender Offer,
Intermediate Holdco is also soliciting the consent of the holders
of the Intermediate Holdco Notes to certain proposed amendments to
the indenture governing the Intermediate Holdco Notes, among other
things, to eliminate substantially all of the restrictive
covenants, certain events of default and certain other provisions
contained in that indenture.

Intelsat Sub Holdco's tender offers to purchase for cash any and
all of its outstanding $625.3 million aggregate principal amount
of 8 1/2% Senior Notes due 2013, any and all of its outstanding
$681.0 million aggregate principal amount of 8 7/8% Senior Notes
due 2015 and any and all of its outstanding $400.0 million
aggregate principal amount of 8 7/8% Senior Notes due 2015, Series
B are subject to the terms and conditions set forth in the Offer
to Purchase and Consent Solicitation Statement, dated March 21,
2011 relating thereto.

In connection with the Intelsat Sub Holdco Tender Offers, Intelsat
Sub Holdco is also soliciting the consent of the holders of the
Intelsat Sub Holdco Notes to certain proposed amendments to the
indentures governing such notes, among other things, to eliminate
substantially all of the restrictive covenants, certain events of
default and certain other provisions contained in the applicable
indentures.

                          About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of Dec. 31, 2009, and ground
facilities related to the satellite operations and control, and
teleport services.  It had US$2.5 billion in revenue in 2009.

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had US$7.70 billion in
assets against US$4.86 billion in debts as of Dec. 31, 2010.


The Company reported a net loss of US$507.77 million on
US$2.54 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$782.06 million on US$2.51 billion
of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed US$17.59
billion in total assets, US$18.29 billion in total liabilities,
and US$698.94 million in total Intelsat S.A shareholder's deficit.


INTELSAT SA: Unit Intends to Offer $2.65 Billion of Sr. Notes
-------------------------------------------------------------
Intelsat S.A. announced that its subsidiary, Intelsat Jackson
Holdings S.A., intends to offer $2.65 billion aggregate principal
amount of senior notes, consisting of senior notes due 2019,
senior notes due 2021 and senior notes due 2023.

Intelsat Jackson's obligations under the notes will be guaranteed
by certain of its parent and subsidiary companies.  Part of the
net proceeds from the sale of the notes are expected to be
contributed or loaned to Intelsat Jackson's direct subsidiary,
Intelsat Intermediate Holding Company S.A., which will use such
funds and cash on hand to purchase any and all of its outstanding
$481.0 million aggregate principal amount at maturity of 9 1/2%
Senior Discount Notes due 2015 that are validly tendered in
connection with Intermediate Holdco's tender offer and consent
solicitation today and to pay related fees and expenses.

In addition, part of the net proceeds from the sale of the notes
are expected to be contributed or loaned to Intelsat Jackson's
indirect subsidiary, Intelsat Subsidiary Holding Company S.A.,
which will use those funds and cash on hand to purchase any and
all of its outstanding $625.3 million aggregate principal amount
of 8 1/2% Senior Notes due 2013, any and all of its outstanding
$681.0 million aggregate principal amount of 8 7/8% Senior Notes
due 2015 and any and all of its outstanding $400.0 million
aggregate principal amount of 8 7/8% Senior Notes due 2015, Series
B, in each case, that are validly tendered in connection with
Intelsat Sub Holdco's tender offers and consent solicitations and
to pay related fees and expenses.

The remainder of the net proceeds from the sale of the notes are
expected to be used by Intelsat Jackson to purchase any and all of
its outstanding $55.0 million aggregate principal amount of 9 1/4%
Senior Notes due 2016 and any and all of its outstanding $284.6
million aggregate principal amount of 11 1/2% Senior Notes due
2016, in each case, that are validly tendered in connection with
Intelsat Jackson's tender offers and consent solicitations, and
for general corporate purposes, which could include the repayment,
redemption, retirement or repurchase in the open market of other
indebtedness of Intelsat S.A. or its subsidiaries.

The consummation of the offering of the notes is conditioned upon
receiving the requisite amount of irrevocable tenders and consents
pursuant to each of the tender offers.

                          About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of Dec. 31, 2009, and ground
facilities related to the satellite operations and control, and
teleport services.  It had US$2.5 billion in revenue in 2009.

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had US$7.70 billion in
assets against US$4.86 billion in debts as of Dec. 31, 2010.


The Company reported a net loss of US$507.77 million on
US$2.54 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of US$782.06 million on US$2.51 billion
of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed US$17.59
billion in total assets, US$18.29 billion in total liabilities,
and US$698.94 million in total Intelsat S.A shareholder's deficit.


INTERTAPE POLYMER: To Close Brantford Plant Due to Strikes
----------------------------------------------------------
Intertape Polymer Group Inc. intends to close its Brantford,
Ontario facility by June 2011 due to the economic consequences of
the continuing strike of its unionized workers.  All dollar
amounts are U.S. denominated unless otherwise indicated.

"After sustaining two and a half years of unprofitable operations
due to the prolonged strike at the Brantford plant, we came to the
unfortunate conclusion that a turnaround was highly improbable and
that it was best to close the facility by June of 2011.  With this
closure, we expect a positive contribution to EBITDA of
approximately $4 million and a decrease in sales of approximately
$10 million on an annualized basis.  While some of the Brantford
production will be transferred to other Intertape facilities, the
bulk of the activities will be discontinued," said Intertape's
President and CEO, Greg Yull.

As a result of this plant closure, and as announced in the
Company's 2010 fourth quarter and year-end results, a charge of
$7.4 million was recorded in the fourth quarter related to
property, machinery, plant and equipment, severance, inventory and
spare parts and supplies.  Various other expenses of between $1.0
million and $1.5 million will also be recorded when paid
throughout 2011.  As for free cash flow, there was no impact in
the fourth quarter of 2010 and a positive impact of more than $5
million is expected in 2011.

                   About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

The Company reported a net loss of US$56.44 million on US$720.51
million of sales for the year ended Dec. 31, 2010, compared with a
net loss of US$14.39 million on US$615.46 million during the prior
year.

The Company's balance sheet at Dec. 31, 2010 showed US$506.10
million in assets, US$319.27 million in liabilities and US$186.83
million in shareholders' equity.

                          *     *     *

In August 2010, Moody's Investors Service revised the rating
outlook on Intertape Polymer Group Inc. to negative from stable
and affirmed the B2 Corporate Family Rating.  Moody's also
affirmed the SGL-3 speculative grade liquidity rating and
instrument ratings.  Moody's said the B2 Corporate Family Rating
reflects Intertape's narrow operating margins, lack of pricing
power, largely commoditized product line and reliance on cyclical
end markets, such as industrial, building and construction
segments.  Intertape is operating in a fragmented and highly
competitive industry.  The presence of large competitors with
significant financial resources restricts Intertape's ability to
recover raw material increases from customers and constrains the
rating.

In July 2010, Standard & Poor's Ratings Services revised its
outlook on Intertape Polymer Group to positive from negative and
affirmed its ratings, including its 'CCC+' corporate credit
rating, on the Company and its subsidiary IntertapePolymer U.S.
Inc.  "The outlook revision reflects some improvement in the
company's liquidity position and S&P's expectation that the
improvement to the financial profile will continue into the next
several quarters," said Standard & Poor's credit analyst Paul
Kurias.


INTERTAPE POLYMER: Incurs $56.44 Million Net Loss in 2010
---------------------------------------------------------
Intertape Polymer Group Inc. filed its annual report with the U.S.
Securities and Exchange Commission on Form 40-F reporting a net
loss of $56.44 million on $720.51 million of sales for the year
ended Dec. 31, 2010, compared with a net loss of $14.39 million on
$615.46 million of sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $506.10
million in assets, $319.27 million in liabilities and
$186.83 million in shareholders' equity.

Net loss for the fourth quarter of 2010 was $43.4 million or $0.74
per fully diluted share compared to net loss of $8.5 million or
$0.14 per fully diluted share for the same period last year.  The
increase in the net loss for the fourth quarter of 2010 was
primarily due to non-recurring charges resulting from a change in
the valuation of future US tax assets, facility closure costs, and
an impairment charge related to the Company's lumber film
automatic wrapping machines and related assets amounting to $31.9
million, $8.1 million and $3.9 million, respectively.

"During 2010, we continued to implement manufacturing cost
reduction programs totaling approximately $15 million as compared
to approximately $12 million in 2009.  These programs included
productivity improvements, waste reduction and energy conservation
and are critical to offset the impact of rising input costs and
are expected to contribute to future gross margin improvements.
In 2011, ongoing programs are expected to total $15 to
$18 million," said Intertape's President and Chief Executive
Officer, Greg Yull.

A full-text copy of the annual report on Form 10-K is available at
http://is.gd/UJNWmBfree of charge.

                   About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

                          *     *     *

In August 2010, Moody's Investors Service revised the rating
outlook on Intertape Polymer Group Inc. to negative from stable
and affirmed the B2 Corporate Family Rating.  Moody's also
affirmed the SGL-3 speculative grade liquidity rating and
instrument ratings.  Moody's said the B2 Corporate Family Rating
reflects Intertape's narrow operating margins, lack of pricing
power, largely commoditized product line and reliance on cyclical
end markets, such as industrial, building and construction
segments.  Intertape is operating in a fragmented and highly
competitive industry.  The presence of large competitors with
significant financial resources restricts Intertape's ability to
recover raw material increases from customers and constrains the
rating.

In July 2010, Standard & Poor's Ratings Services revised its
outlook on Intertape Polymer Group to positive from negative and
affirmed its ratings, including its 'CCC+' corporate credit
rating, on the Company and its subsidiary IntertapePolymer U.S.
Inc.  "The outlook revision reflects some improvement in the
company's liquidity position and S&P's expectation that the
improvement to the financial profile will continue into the next
several quarters," said Standard & Poor's credit analyst Paul
Kurias.


ISTAR FINANCIAL: Reports $80.21 Million Net Income in 2010
----------------------------------------------------------
iStar Financial Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting net income of
$80.21 million on $575.25 million of total revenue for the year
ended Dec. 31, 2010, compared with a net loss of $769.85 million
on $766.20 million of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $9.17 billion
in total assets, $7.48 billion in total liabilities, $1.36 million
in redeemable noncontrolling interests, and $1.69 billion in total
equity.

A full-text copy of the annual report on Form 10-K is available at
http://is.gd/u2c6opfree of charge.

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

                          *     *     *

iStar carries a 'C' issuer default rating from Fitch Ratings
Services.  Fitch lowered, among other things, the IDR from 'CC' to
'C' in October 2010, noting that there is substantial amount of
debt maturities in the second quarter of 2011, consisting
primarily of a second lien term loan and second lien revolving
credit agreement in aggregate amounting to approximately $1.7
billion, and an unsecured revolving credit facility of
approximately $500 million.  In order to avoid maturity defaults
on the second lien obligations and unsecured revolving credit
facility due June 2011, a coercive debt exchange would need to be
effected, whereby the company negotiates with certain of its debt
holders a material reduction in terms to avert bankruptcy, Fitch
said.

In July 2010, Standard & Poor's Ratings Services lowered its long-
term counterparty credit rating on iStar Financial to 'CCC' from
'B-'.  The outlook is negative.  iStar's limited funding
flexibility and the severe credit quality deterioration in its
loan portfolio continue to put negative pressure on the rating,
S&P said.

As reported by the Troubled Company Reporter on March 22, 2011,
Standard & Poor's said that it raised its counterparty credit
rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it
from CreditWatch where it was placed with positive implications on
Feb. 23.  The outlook is stable.

"The upgrade reflects the company's closing of a $2.95 billion
senior secured credit facility, which it will use to refinance the
company's existing secured bank facilities and repay a portion of
the company's unsecured debt," said Standard & Poor's credit
analyst Jeffrey Zaun.  If S&P's analysis of the new secured
facility indicates 100% or more collateral coverage, S&P will rate
the issue 'BB-'.  If S&P's analysis of collateral indicates less
than 100% coverage, S&P will rate the issue 'B+'.


JONES SODA: Peterson Sullivan Raises Going Concern Doubt
--------------------------------------------------------
Jones Soda Co. filed on March 21, 2011, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2010.

Peterson Sullivan LLP, in Seattle, Washington, expressed
substantial doubt about Jones Soda Co.'s ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring losses from operations and negative cash
flows from operating activities.

The Company reported a net loss of $6.1 million on $17.5 million
of revenue for 2010, compared with a net loss of $10.5 million on
$26.0 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $11.5 million
in total assets, $2.6 million in total liabilities, and
stockholders' equity of $8.9 million.

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

                       http://is.gd/WoGvrU

Headquartered in Seattle, Washington, Jones Soda Co.
(NASDAQ: JSDA) -- http://www.jonessoda.com/-- markets and
distributes premium beverages under the Jones Soda, Jones Pure
Cane Soda(TM) and Whoopass Energy Drink(R) brands and sells
through its distribution network in markets primarily across North
America.


KAZI FOODS: More KFC Restaurant Operators in Chapter 11
-------------------------------------------------------
American Bankruptcy Institute reports that two more operators of
Kentucky Fried Chicken restaurants have filed for bankruptcy,
following two affiliates that entered chapter 11 protection last
month.

Kazi Foods of Annapolis, Inc., filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 11-47556) on March 21, 2011.  Kazi Foods of
New York, Inc., simultaneously sought Chapter 11 protection (Case
No. 11-47551).

Chapter 11 Petition Date: March 21, 2011


Two affiliates that filed for Chapter 11 petition last month are
Kazi Foods of Michigan, Inc. (Case No. 11-43971) and Kazi Foods of
Florida, Inc. (11-43986).


KAZI FOODS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Kazi Foods of New York, Inc.
        134 W. Chocolate Avenue
        Hershey, PA 17033

Bankruptcy Case No.: 11-47551

Debtor-affiliate that also sought Chapter 11 protection:

  Debtor                                     Case No.
  ------                                     --------
Kazi Foods of Annapolis, Inc.                11-47556

Chapter 11 Petition Date: March 21, 2011

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtors' Counsel: Stephen M. Gross, Esq.
                  Jayson Ruff, Esq.
                  Jeffrey S. Grasl, Esq.
                  MCDONALD HOPKINS, PLC
                  39533 Woodward Avenue, Suite 318
                  Bloomfield Hills, MI 48304
                  Tel: (248) 646-5070
                  E-mail: sgross@mcdonaldhopkins.com
                          jruff@mcdonaldhopkins.com
                          jgrasl@mcdonaldhopkins.com

Kazi Annapolis & NY's Petitions Each Disclosed:

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

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

A list of Kazi Foods of New York's 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mieb11-47551.pdf

A list of Kazi Foods of Annapolis' 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mieb11-47556.pdf

The petitions were signed by Laura A. Marcero, CRO.

Debtor-affiliates that previously filed separate Chapter 11
petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Kazi Foods of Michigan, Inc.           11-43971   02/17/11
Kazi Foods of Florida, Inc.            11-43986   02/17/11


KV PHARMACEUTICAL: Completes Sale of $225MM Sr. Secured Notes
-------------------------------------------------------------
K-V Pharmaceutical Company, On March 17, 2011, completed the
issuance and sale of $225 million aggregate principal amount of
its 12% Senior Secured Notes due 2015 pursuant to the purchase
agreements entered into by the Company on March 15, 2011 and
previously reported in its Current Report on Form 8-K filed
March 16, 2011.  The Notes were sold to institutional investors
under the purchase agreements in a private placement.

The Notes were issued pursuant to an Indenture, dated as of
March 17, 2011, by and among the Company, certain of the Company's
subsidiaries as guarantors, and Wilmington Trust FSB, as Trustee.

The Notes are guaranteed by the Company's domestic subsidiaries.
The Notes were issued at a price equal to 97% of their face value
and will accrue interest at an annual rate equal to 12%, payable
semi-annually.  The Notes are secured by the assets of the Company
and by the assets and securities of certain of the Company's
subsidiaries pursuant to a pledge and security agreement dated as
of March 17, 2011.

The Notes will mature March 15, 2015.  At any time prior to
March 15, 2013, the Company may redeem up to 35% of the aggregate
principal amount of the Notes at a redemption price of 112% of the
principal amount of the Notes, plus accrued and unpaid interest to
the redemption date, with the net cash proceeds of one or more
equity offerings.  At any time prior to March 15, 2013, the
Company may redeem all or part of the Notes at a redemption price
equal to (1) the sum of the present value, discounted to the
redemption date, of (i) a cash payment to be made on March 15,
2013 of 109% of the principal amount of the Notes, and (ii) each
interest payment that is scheduled to be made on or after the
redemption date and on or before March 15, 2013, plus (2) accrued
and unpaid interest to the redemption date.  At any time after
March 15, 2013 and before March 15, 2014, the Company may redeem
all or any portion of the Notes at a redemption price of 109% of
the principal amount of the Notes, plus accrued and unpaid
interest to the redemption date.  At any time after March 15,
2014, the Company may redeem all or any portion of the Notes at a
redemption price of 100% of the principal amount of the Notes,
plus accrued and unpaid interest to the redemption date.

The Indenture contains certain other agreements and restrictions,
including:

   (i) restrictions on the Company's ability to pay dividends,
       repurchase the Company's stock, make early payments on
       indebtedness that is junior to the Notes, and make certain
       investments;

  (ii) an obligation for the Company to repurchase the Notes in
       the event of a change of control of the Company, the sale
       of all or substantially all of its assets or certain merger
       or consolidation transactions;

(iii) restrictions on the Company's ability to incur additional
       debt;

  (iv) a requirement that the Company file a registration
       statement with the SEC and conduct a registered exchange
       offer to exchange the Notes for notes that are not
       restricted securities under the Securities Act of 1933, as
       amended; and

   (v) a requirement that the Company establish and fund an
       interest reserve account of $27 million to fund interest
       payments due on the Notes during the first year after their
       issuance.

The Notes were offered only to accredited investors pursuant to
Regulation D under the Securities Act.  The Notes have not been
registered under the Securities Act or any state or other
securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements of the Securities Act and applicable
state securities laws.

The Company used a portion of the net proceeds from the sale of
the Notes to repay in full the Company's outstanding obligations
under its credit agreement with U.S. Healthcare I, L.L.C. and U.S.
Healthcare II, L.L.C., to terminate the related future loan
commitments thereunder, and to establish an escrow reserve for one
year of interest payments on the Notes.  The remaining proceeds
from the issuance of the Notes will be used for general corporate
purposes.

                  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.

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.


LEV PC: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------
Debtor: LEV PC, LLC
        4494 Warwick Circle
        Grand Blanc, MI 48439

Bankruptcy Case No.: 11-31356

Chapter 11 Petition Date: March 19, 2011

Court: United States Bankruptcy Court
       Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman

Debtor's Counsel: Peter T. Mooney, Esq.
                  SIMEN, FIGURA & PARKER
                  5206 Gateway Centre #200
                  Flint, MI 48507
                  Tel: (810) 235-9000
                  E-mail: pmooney@sfplaw.com

Scheduled Assets: $1,959,700

Scheduled Debts: $1,818,500

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mieb11-31356.pdf

The petition was signed by Laval Perry, president.


LIBERTY GLOBAL: S&P Affirms 'B+' Long-Term Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+' long-
term corporate credit ratings on U.S.-listed, international cable
TV operator and broadband services provider Liberty Global Inc.,
German CATV operator and indirect subsidiary Unitymedia GmbH, and
the subsidiaries of both entities.  At the same time, S&P revised
the outlooks on LGI, Unitymedia, and the subsidiaries of both
entities to stable from positive.

In addition, S&P affirmed all the outstanding issue ratings on
LGI, Unitymedia, and all subsidiaries.  S&P's recovery ratings on
outstanding issues remain unchanged.

"These rating actions follow LGI's announced purchase
agreement to acquire German CATV operator KBW for approximately
EUR3.2 billion," said Standard & Poor's credit analyst Guillaume
Trentin, "and they reflect its view that the resulting slight
increase in LGI's leverage and its management's continued very
aggressive financial policy (including debt funded acquisitions
and substantial share repurchases) more than offset the benefits
from improved asset diversification to LGI's business risk
profile."

S&P projects Kabel BW Erste Beiteiligungsgesellschaft mbH's (KBW;
B+/Stable/--) adjusted gross leverage will be about 7x EBITDA
after the planned refinancing of its capital structure.  The
transaction will add EUR2.250 billion to the consolidated LGI
group's debt.

The outlook revision to stable on Unitymedia mirrors that on its
parent LGI.  S&P bases its rating on Unitymedia in part on the
rating on LGI.  This primarily factors in S&P's view of LGI's full
control over Unitymedia's corporate strategy and financial policy.

LGI's acquisition of KBW is subject to approval by the relevant
regulatory authorities.  S&P understands that until such approval
is obtained, international private equity group EQT still controls
KBW.  Furthermore, S&P understands that if the deal does not
receive regulatory approval by Dec. 31, 2011, Aldermanbury
Investments Limited, a subsidiary of JP Morgan Chase & Co, would
take ownership of KBW and then have 12 months to sell it and
return the equity proceeds to LGI.

"The stable outlook reflects S&P's view that LGI is likely to post
moderate growth in EBITDA and FOCF and maintain adequate liquidity
in the coming year, while remaining highly leveraged," said Mr.
Trentin.

The Standard & Poor's adjusted debt-to-EBITDA ratio for LGI will
likely be in the 5x-6x range in the wake of its KBW acquisition
and its overall very aggressive financial policy.

Although S&P factors continued share buybacks into its rating,
LGI's focus on share repurchases as a means to enhance shareholder
value remains a risk from a credit perspective and limits rating
upside.

S&P foresees potential rating upside for LGI if it is able to
establish a track record of gradually increasing its FOCF
generation, implementing a more moderate financial policy
(particularly regarding the use of cash), and reducing its
leverage toward adjusted debt to EBITDA of 5.0x.  That said,
before considering a positive rating action, S&P would assess any
moves by  management to build up LGI's capitalization measures,
such that ongoing distributions to shareholders and acquisitions
would not weaken the group's leverage position materially.

Conversely, S&P could envisage a negative rating action
if operating performance and EBITDA margins deteriorated
meaningfully, notably in the core CATV business.  Any
such weakening could result in adjusted leverage remaining
sustainably above 6x, which would lead to downward pressure
on the rating.  S&P might also consider a downgrade if LGI's
liquidity deteriorated materially, particularly with weak
headroom under the UPC covenant; if FOCF turns negative; or
if the company adopts an even more aggressive financial policy.


LOCAL INSIGHT: Seeks to Employ Duff & Phelps as Consultant
----------------------------------------------------------
Local Insight Media Holdings, Inc. and its debtor affiliates seek
the U.S. Bankruptcy Court for the District of Delaware's
permission to employ Duff & Phelps, LLC, as their valuation
consultant in connection with the evaluation of certain intangible
assets, nunc pro tunc to March 16, 2011.

As the Debtors' valuation consultant, Duff & Phelps will provide
these services, including:

   (a) analysis of the value of certain of the Debtors'
       intangibles -- specifically directory publishing
       agreements, advertiser and customer lists, and trademarks
       and trade names -- under the premise of an "orderly
       liquidation;" and

   (b) preparation of an expert report and, if necessary,
       testimony in support of the valuation upon the Debtors'
       request.

The Debtors will pay Duff & Phelps's professionals according to
their customary hourly rates:

         Staff                          Rate per Hour
         -----                          -------------
         Managing Director                  $690
         Director                           $620
         Vice President                     $490
         Senior Associate                   $370
         Analyst                            $260
         Administrative                     $105

The Debtors will also reimburse Duff & Phelps for expenses it
incurred.

In the period before the Petition Date, Duff & Phelps performed
certain tax services for the Debtors.  Duff & Phelps has a claim
of $3,650 for those services.  Duff & Phelps has agreed to waive
the prepetition fees and expenses unconditionally as part of its
engagement.

Timothy P. Golden, a managing director at Duff & Phelps, maintains
that his firm does not hold or represent any interest adverse to
the Debtors, and that Duff & Phelps is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                 About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Del. Case No. 10-13677) on Nov. 17, 2010.

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No.
10-13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del.
Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No.
10-13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No.
10-13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No.
10-13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
Sept. 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht
& Tunnel LLP as Delaware co-counsel; and Houlihan Lokey Howard &
Zukin Capital Inc. as its financial advisor and investment banker.


LOCAL INSIGHT: Has Until June 15 to Assume or Reject Leases
-----------------------------------------------------------
At Local Insight Media Holdings, Inc., and its debtor affiliates'
behest, the U.S. Bankruptcy Court for the District of Delaware
extended the Debtors' time to assume or reject their unexpired
leases of nonresidential real property, through and including
June 15, 2011.

The Debtors lease an aggregate of about 370,000 square feet
pursuant to 22 Unexpired leases for directory production, storage
and warehousing activities as well as for office space.

Since the Petition Date, the Debtors have focused on transitioning
into Chapter 11, stabilizing operations, and securing debtor-in-
possession financing.  Thus, the Debtors have not had the
opportunity to analyze their pool of unexpired leases to make re-
negotiation, assumption and rejection determinations.

The Debtors stressed that if they were forced to make a hasty
determination as to whether to assume or reject certain Unexpired
Leases, they could make uninformed decisions and potentially incur
unnecessary expenditures.

The bankruptcy judge clarified that the extension of time granted
is without prejudice to the Debtors' right to seek further
extensions of their time to assume or reject their Unexpired
Leases as provided in Section 365(d)(4) of the Bankruptcy Code.

                 About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Del. Case No. 10-13677) on Nov. 17, 2010.

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No.
10-13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del.
Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No.
10-13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No.
10-13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No.
10-13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
Sept. 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht
& Tunnel LLP as Delaware co-counsel; and Houlihan Lokey Howard &
Zukin Capital Inc. as its financial advisor and investment banker.


LOCAL INSIGHT: Creditors Committee Down to 4 Members
----------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
amends the list of members of the Official Committee of Unsecured
Creditors for the bankruptcy cases of Local Insight Media
Holdings, Inc., and its debtor affiliates.

Ms. DeAngelis noted that Directory Distributing Associates, Inc.,
voluntarily resigned from the Creditors Committee effective
Jan. 27, 2011.

Accordingly, the Creditors Committee is now composed of four
members:

   1) U.S. Bank National
      Attn: Timothy Sandell
      60 Livingston Avenue
      St. Paul, MN 55107-2292
      Tel: 651-495-3959
      Fax: 651-495-8100

   2) Bain & Company, Inc.
      Attn: Diane Fernandes
      131 Dartmouth Street
      Boston, MA 02116
      Tel: 617-572-2286
      Fax: 617-880-0286

   3) Quadgraphics, Inc.
      Attn: Patricia A Rydzik
      N63 W23075 State Hwy 74
      Sussex, WI 53089-2827
      Tel: 414-566-2127
      Fax: 414-566-9415

   4) Marchex Sales, Inc.
      520 Pike Street
      Suite 2000
      Seattle, WA 98101
      Tel: 206-331-3310
      Fax: 206-331-3696

               About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Del. Case No. 10-13677) on November 17, 2010.

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No. 10-
13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del. Case
No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No. 10-
13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No. 10-
13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No. 10-
13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Debtors in
their restructuring efforts.  Curtis A. Hehn, Esq., Laura Davis
Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl &
Jones LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Alvarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
Sept. 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.


LOCAL INSIGHT: Committee Wants to Mesirow Financial as Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors for the bankruptcy
cases of Local Insight Media Holdings, Inc., and its debtor
affiliates seeks authority from the United States Bankruptcy Court
for the District of Delaware to retain Mesirow Financial
Consulting LLC, as its forensic accountants and litigation
advisors, nunc pro tunc to Feb. 10, 2011.

As accountants and advisor, MFC will review and analyze these and
related information and documents:

   -- Indenture dated as of Nov. 30, 2007, among Windstream
      Regatta Holdings, Inc. and Wells Fargo Bank N.A.;

   -- Windstream Regatta Holdings, Inc. Offering Memorandum for
      11.00% Senior Subordinated Notes due 2017;

   -- Local Insight Regatta Holdings, Inc. Confidential
      Information Memorandum for $365 million senior secured
      credit facilities dated April 2008;

   -- the Debtors' calculation of the Leverage Ratio as of April
      23, 2008; and

   -- intercompany claims.

MFC will be paid for services rendered based on its current normal
and customary hourly rates:

     Senior Managing Director
     Managing Director and Director      $745 - $795
     Senior Vice-President               $635 - $695
     Vice President                      $535 - $595
     Senior Associate                    $435 - $495
     Associate                           $255 - $375
     Paraprofessional                    $125 - $220

MFC has agreed to cap its blended hourly rate to no more than $500
per hour.  MFC will also be reimbursed for its necessary expenses
incurred.

Ben Pickering, a Senior Managing Director of MFC, assures the
Court that MFC is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

               About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Del. Case No. 10-13677) on November 17, 2010.

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No. 10-
13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del. Case
No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No. 10-
13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No. 10-
13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No. 10-
13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Debtors in
their restructuring efforts.  Curtis A. Hehn, Esq., Laura Davis
Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl &
Jones LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Alvarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
Sept. 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.


LOCAL INSIGHT: Creditors Object to Exclusivity Period Extension
---------------------------------------------------------------
BankruptcyData.com reports that Local Insight Media's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an objection to the Debtor's motion seeking to extend the
exclusive period that the Company can file a Chapter 11 Plan and
solicit acceptances thereof.

According to BData, the committee expressed concern about the lack
of progress in the bankruptcy case, and asserted that several
milestones much first be reached before a restructuring plan can
realistically be discussed.  The committee believes that a 60 day
extension would be more appropriate than the requested 120 day
extension, to ensure the Chapter 11 progress is moving forward
expeditiously, inclusively, and fairly.  The committee also filed
an objection to the Debtor's motion for an order authorizing the
implementation of a key employee incentive plan.  The committee is
still performing an analysis of the Debtors' business plan, which
forms the basis for the triggers and potential payouts in the
KEIP. Until the analysis is complete, the committee can't
determine if the performance metrics and payouts are reasonable
and appropriate.

                 About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Del. Case No. 10-13677) on Nov. 17, 2010.

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No.
10-13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del.
Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No.
10-13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No.
10-13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No.
10-13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  Curtis A. Hehn, Esq., Laura Davis Jones,
Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones
LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
Sept. 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP as its counsel; Morris, Nichols, Arsht
& Tunnel LLP as Delaware co-counsel; and Houlihan Lokey Howard &
Zukin Capital Inc. as its financial advisor and investment banker.


LPATH INC: Incurs $4.60 Million Net Loss in 2010
------------------------------------------------
LPath, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$4.60 million on $7.83 million of total revenues for the year
ended Dec. 31, 2010, compared with net income of $3.98 million on
$11.91 million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $23.84 million
in total assets, $20.83 million in total liabilities and $3.01
million in total stockholders' equity.

Moss Adams LLP, in San Diego, Calif., expressed substantial doubt
about the Company's ability to continue as a going concern after
auditing the Company's financial statements at the end of 2009.
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.  In its audit report for 2010, the auditor did not
issue a going concern qualification.

A full-text copy of the annual report for the year ended Dec. 31,
2010 is available for free at http://is.gd/2I68KU

                             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.


MANANTIAL ROCA: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Manantial Roca Cristal Inc.
        P.O. Box 986
        Moca, PR 00676-0986

Bankruptcy Case No.: 11-02402

Chapter 11 Petition Date: March 23, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

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

Scheduled Assets: $747,849

Scheduled Debts: $1,534,348

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/prb11-02402.pdf

The petition was signed by Lourdes S. Ramirez-Benique, president.


MCCLATCHY CO: Larry Jinks Won't Seek for Re-Election as Director
----------------------------------------------------------------
Larry Jinks, a member of The McClatchy Company's board of
directors, formally notified the Company of his decision to retire
from the board of directors and not stand for re-election at the
Company's annual meeting of shareholders on May 18, 2011.
Mr. Jinks' retirement from the board of directors will be
effective as of May 18, 2011.

                    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).


MEMC ELECTRONIC: Moody's Retains 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service said MEMC Electronic Materials, Inc.'s
B1 Corporate Family Rating is not immediately impacted by the
suspension of operations at its Utsunomiya, Japan wafer production
facility, as a result of the consequences of the earthquake that
occurred on March 11.

Moody's does expect MEMC's temporary shutdown to delay production
of silicon wafers and result in some minimal loss of revenues over
the near-term.

The last rating action was on Feb. 24, 2011, when Moody's assigned
a first-time B1 CFR with a stable outl,ook to MEMC.

Headquartered in St. Peters, Missouri, MEMC is a leading supplier
of polysilicon semiconductor and solar wafers to semiconductor
foundries, IDMs (integrated device manufacturers) and solar
cell/module manufacturers.  Through its SunEdison subsidiary, MEMC
also develops, constructs and operates solar energy power
projects.  Revenues for the twelve months ended Dec. 31, 2010 were
approximately $2.2 billion.


MERIDIAN BEHAVIORAL: Sues Fifth Street Over Collapse
----------------------------------------------------
Lender Fifth Street Mezzanine Partners II improperly forced a
methadone clinic and rehabilitation business into default and
bankruptcy, according to a suit filed by Meridian Behavioral
Health, DealFlow Media's The Distressed Debt Report said last
week.

Melissa Loth, writing for Twin Cities Business, reports that
according to documents filed in Bankruptcy Court, Meridian and its
sister company MK Network, LLC, had been in negotiations to
refinance a joint loan with their Fifth Street Finance
Corporation.  The documents said Fifth Street "abruptly" issued a
notice of default to Meridian and MK and instructed their banks
not to honor any checks or process any transfers from their
accounts -- prompting them to file for bankruptcy to protect the
businesses.

"Accordingly, [Meridian and MK] took the unfortunate but necessary
step of filing their voluntary petitions to protect their business
and preserve the value of their assets," the documents said,
according to Twin Cities Business.

The two companies owe a combined $20.8 million to Fifth Street --
MK owes $15.97 million while Meridian owes $4.8 million, according
to Twin Cities Business, citing the court documents.

              About MK Network & Meridian Behavioral

MK Network, LLC, and Meridian Behavioral Health Network LLC, along
with a number of related entities, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10859).

MK Network, LLC and its related affiliates provide medical
communication services and assist pharmaceutical and biotechnology
brand teams with educating healthcare professionals on the
features, benefits and appropriate prescribing of drugs.  It
collectively employs 47 persons and has a monthly payroll of
$270,000.

Meridian Behavioral Health Network LLC and its subsidiaries own
largest for-profit behavioral healthcare company in Minnesota.
It collectively employs approximately 220 persons and have a
monthly payroll of approximately $700,000.

The MK Network Debtors are MK Network, LLC and its subsidiaries:
MedKnowledge Group, LLC; TCL Institute LLC; Insight Interactive
Network LLC; MedKnowledge Communications LLC; InteliMed
Communications LLC; MK Global Communications LLC; PharMediCom LLC;
MES Communications LLC; Center for Health Care Education LLC;
Medfinance LLC; Chester Education Group LLC; and, The Center for
Medical Knowledge LLC.

The Meridian Debtors are Meridian Behavioral Health LLC and its
subsidiaries: Avalon Programs LLC; Alliance Clinic LLC; Cedar
Ridge Treatment Center LLC; Meadow Creek LLC; Odyssey Programs
LLC; Tapestry Treatment Center LLC; and, Twin Town Treatment
Center LLC.

Samuel Jason Teele, Esq., at Lowenstein Sandler, P.C., serves as
the Debtors' bankruptcy counsel.

Meridian and its subsidiaries had total assets of $13,932,174 and
total liabilities of $12,379,110 as of Dec. 31, 2010.

MK Network had consolidated assets of $27,334,969 and $29,447,953
as of Dec. 31, 2010.


MERISANT COMPANY: Moody's Assigns 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating to Merisant Company and a B2 rating to its $109 million
senior secured term loan due 2014.  The facility was executed in
conjunction with Merisant's emergence from Chapter 11 bankruptcy
on January 8, 2010.  The rating outlook is stable.

These ratings have been assigned:

  -- B2 corporate family rating;

  -- B3 probability of default rating; and

  -- B2 (LGD3, 34%) to the $109 million senior secured term loan
     due 2014.

                        Ratings Rationale

The B2 corporate family rating reflects Merisant's strong brand
recognition in the artificial sweetener market, including its
Equal, Canderel and PureVia products, the global diversification
of its sales, solid margins and meaningful market share.  However,
the ongoing commoditization of artificial sweetener products,
including the key component of Equal and Canderel, aspartame, and
increased participation by private label competitors are expected
to drive competition and weigh on revenues over the intermediate
term following multiple years of revenue decline.  Merisant's
launch of PureVia, a stevia product in the natural sweetener
category, and the introduction of its sucralose and saccharin
products should help mitigate these pressures given the initial
success of the PureVia introduction in Europe.

The bankruptcy process coupled with recent debt repayments has
significantly reduced Merisant's debt load.  However, at 4.1x
(adjusted to include operating leases and convertible preferred
stock) at Dec. 31, 2010, Moody's views Merisant's financial
leverage as moderately high.  Given the recent focus on debt
reduction and the presence of a private equity sponsor, the rating
incorporates a heightened risk of a leveraged recapitalization.
The company's liquidity profile is adequate and Moody's
anticipates that Merisant will maintain meaningful cash balances
given the absence of a revolving credit facility in the current
bank credit facility.

The term loan is secured by a first lien on all property and
assets.  In addition, the facility benefits from upstream
guarantees from its subsidiaries and is subject to two financial
maintenance covenants which Moody's believes will provide ample
cushion.  The convertible preferred stock has no redemption
feature and the payment of accrued dividends occurs only if
declared upon sale or liquidation events (Basket C - 50% debt).

The ratings could be downgraded if new product introductions
were unable to offset declines in Merisant's core aspartame
products resulting in a material decline in the company's
earnings and liquidity profile.  The ratings are not likely
to be upgraded in the near term given the heightened risk of a
leveraged recapitalization in light of the company's private
equity ownership.  A commitment to and the demonstration of an
ability to maintain adjusted leverage around 3.5x would be
viewed positively.

Merisant Company is a leading global producer and marketer of
substitute sweeteners including Equal, Canderel and PureVia.  Net
sales for the twelve months ending Dec. 31, 2010, were roughly
$230 million.


MICHAELS STORES: Reports $98 Million Net Income in 2010
-------------------------------------------------------
Michaels Stores, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting net income of
$98 million on $4.03 billion of net sales for the year ended
Jan. 29, 2011, compared with net income of $107 million on $3.89
billion of net sales during the prior year.

The Company disclosed in a press release net income of $98 million
on $1.33 billion of net sales for the quarter ended Jan. 29, 2011,
compared with net income of $86 million on $1.30 billion of net
sales for the quarter ended Jan. 30, 2010.

John Menzer, chief executive officer, said in the press release,
"We are pleased to announce fiscal 2010 sales surpassed $4
billion, and I would like to congratulate every associate across
the organization on this noteworthy accomplishment.  Fourth
quarter net sales increased 2.4% driven by $22 million of
incremental sales from non-comparable new stores and increased
same-store sales of 70 basis points, led by our custom framing,
bakeware and wall frame categories."

The Company's balance sheet at Jan. 29, 2011 showed $1.77 billion
in total assets, $4.43 billion in total liabilities and a
$2.66 billion stockholders' deficit.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/56R0SU

                      About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

                           *     *     *

Michaels Stores carries a 'B3' corporate family rating from
Moody's Investors Service.

As reported by the Troubled Company Reporter on Oct. 8, 2010,
Moody's assigned Caa1 rating to Michaels Stores's proposed
$750 million senior unsecured bonds due 2018.  Proceeds from the
note offering will be used to tender for an existing $750 million
series of unsecured notes.  The refinancing, while improving the
maturity profile of the company, has no impact on Michaels'
current capital structure or ratings.

Moody's said Michaels' CFR reflects its significant financial
leverage and weak credit metrics.  It also recognizes Michaels'
leadership position in the highly fragmented arts and crafts
segment, and its high operating margins.  The rating takes into
consideration the company's participation in some segments that
have greater sensitivity to economic conditions, such as its
custom framing business.  Michaels' ratings also reflect its good
liquidity with limited near term debt maturities.


MICROBILT CORP: Wants to Halt Termination of Chex Deal
------------------------------------------------------
Chapter11Cases.com reports that MicroBilt Corporation and CL
Verify LLC said in court filings that their bankruptcy filings
were in response to recent developments in their long-running
dispute with Fidelity National Information Services, Inc., d/b/a
Chex Systems, Inc.  The dispute began in 2008 when Chex Systems
"unilaterally terminated its contract with MicroBilt" as a result
of a dispute.  That dispute, Chapter11Cases.com says, was resolved
through arbitration and resulted in a June 2009 memorandum of
understanding and an August 2009 resale agreement, which was
subsequently amended in January 2010.  However, court papers say,
when MicroBilt acquired CL Verify, new disputes between the
companies and Chex arose resulting in new litigation in federal
district court in Florida and, after Chex attempted to "wrongfully
terminate" the 2009 resale agreement, in state and federal courts
in New Jersey.  MicroBilt sought a temporary restraining order in
New Jersey federal court, but the request was denied.  Chex then
informed MicroBilt that it intended to terminate the resale
agreement effective March 20, 2011.  After receiving notice of the
pending termination on March 18, MicroBilt filed the initial
chapter 11 case to prevent Chex from terminating the contract.

Chapter11Cases.com notes that, pursuant to the disputed
agreements, MicroBilt purchases information from Chex which it
then resells to MicroBilt and CL Verify's end customers.
MicroBilt said if the agreement is terminated, it "will lose a
substantial customer base because the customers to whom it resells
Information comprise 58% of its business . . . and there is no
replacement vendor from whom the Debtor can feasibly purchase the
same Information it purchases from Chex."

                   About MicroBilt and CL Verify

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  MicroBilt listed $10 million to $50 million in both assets
and debts.  CL Verify listed $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  According to court papers, the Debtors believe they have an
enterprise value of $150 million to $180 million.   Kenneth Rosen,
Esq., at Lowenstein Sandler PC, serves as the bankruptcy counsel.


MORGANS HOTEL: Appoints New Directors and Senior Managers
---------------------------------------------------------
Morgans Hotel Group Co. announced, on March 21, 2011, the
following Board of Directors and senior management changes:

   * Ron Burkle, Managing Partner at The Yucaipa Companies, LLC,
     joined the Board, effective March 20, 2011, as the nominee
     appointed by Yucaipa, the Company's largest stakeholder;

   * David Hamamoto, Chairman of the Board and one of the
     Company's largest stockholders, was appointed Executive
     Chairman, effective March 20, 2011;

   * Jason Taubman Kalisman, founding member of the Company's
     largest stockholder, OTK Associates, joined the Company's
     Board, effective March 22, 2011;

   * Michael Gross, a member of the Board who previously served on
     its Corporate Governance and Nominating Committee, was
     appointed Chief Executive Officer, effective March 20, 2011;

   * Daniel Flannery, who previously served with Marriott
     International, Inc., was appointed Chief Operating Officer,
     effective April 9, 2011; and

   * Yoav Gery, who previously served with Marriott International,
     Inc., was appointed Chief Development Officer, effective
     March 23, 2011.

David T. Hamamoto (51) was appointed Executive Chairman, effective
as of March 20, 2011.  He has been Chairman of the Company's Board
of Directors since February 2006.  Mr. Hamamoto is the Chairman of
the Board of NorthStar Realty Finance Corp. and has served as
Chief Executive Officer and President of NorthStar Realty Finance
Corp. since October 2004.  Mr. Hamamoto co-founded NorthStar
Capital Investment Corp. in July 1997, having co-founded and
previously been a partner and co-head of the Real Estate Principal
Investment Area at Goldman, Sachs & Co.  In 1988, Mr. Hamamoto
initiated the effort to build a real estate principal investment
business at Goldman, Sachs & Co. under the auspices of the
Whitehall Funds.  Mr. Hamamoto is an Honorary Trustee of the
Brearley School where he served as a Trustee from 1999 to 2007,
including as President from 2005 to 2007.  He is the Co-Chair of
Stanford University Parents' Advisory Board and serves as a
Trustee of the Riverdale Country School.  Mr. Hamamoto received a
Bachelor of Science from Stanford University and a Master of
Business Administration from the Wharton School of Business at the
University of Pennsylvania.

Michael Gross (35) was appointed Chief Executive Officer of the
Company, effective as of March 20, 2011.  He has been a member of
the Company's Board of Directors since October 2009 as Yucaipa's
designee to the Board and served as a member of the Company's
Corporate Governance and Nominating Committee.  He concentrated on
sourcing opportunities for various Yucaipa investment funds from
2008 until his appointment as the Company's Chief Executive
Officer, at which time discontinued his relationship with Yucaipa.
From 1998 to 2007, Mr. Gross focused on consumer and real estate
companies with various investment and research roles at Prentice
Capital Management, S.A.C. Capital Advisors, LLC, Lehman Brothers
Inc., Salomon SmithBarney and Granite Partners.  Mr. Gross served
on the boards of Bluefly, Inc., an e-commerce fashion company, and
Ascendia Brands, Inc., a cosmetics and personal care products
company, from 2006 to 2007.  Mr. Gross graduated with a Bachelor
of Science from Cornell University's School of Hotel
Administration.

Daniel R. Flannery (47) was appointed Chief Operating Officer of
the Company, effective as of April 9, 2011.  Prior to joining the
Company, Mr. Flannery was the Vice President and Managing Director
for Marriott International, Inc., from January 2009 to April 2011,
where he led the company's efforts to develop and implement all
operating, brand, design, sales, marketing and public relations
strategies as well as recruiting and pre-opening efforts for the
Marriott brand EDITION's first hotels.  Before that, Mr. Flannery
spent seven years at the Ritz-Carlton Hotel Company, a wholly-
owned subsidiary of Marriott International, as its General Manager
and Area Vice President for New York, New York and Boston,
Massachusetts from September 2002 to January 2009.  Mr. Flannery
currently serves on the executive committee and board of directors
for the Tisch Center for Hospitality, Tourism and Sports
Management at New York University, the Dean's Advisory Council for
the Smith School of Business at the University of Maryland, and is
a distinguished lecturer for the New York University Brener
Lecture Series.  He previously served on the board of directors
for The Hotel Association of New York City from 2007 to 2009.  Mr.
Flannery received a Bachelor of Science from The Smith School of
Business at The University of Maryland.

Yoav Gery (42) was appointed Chief Development Officer of the
Company, effective as of March 23, 2011.  Prior to joining the
Company, Mr. Gery served in various executive positions at
Marriott International, Inc., including Vice President of Lodging
Development from October 2005 to August 2007, Senior Vice
President of Lodging Development from August 2007 to May 2010, and
most recently as the Chief Development Officer for full service
hotels in North America from May 2010 to March 2011, where he led
the company's full service development group in the United States
and Canada.  While at Marriott, Mr. Gery also helped launch the
EDITION brand for Marriott and oversaw the global development
efforts for that brand, including projects in the Americas,
Europe, the Middle East and Asia.  Mr. Gery received an AB degree
from Duke University and a JD from George Washington University
National Law Center.

Ronald W. Burkle (58) joined the Company's Board of Directors on
March 20, 2011.  Mr. Burkle is Managing Partner of The Yucaipa
Companies, a private investment firm, which he founded in 1986.
Mr. Burkle has served as Chairman of the Board and controlling
shareholder of numerous companies including Alliance
Entertainment, a distributor of music, movies and game software,
Golden State Foods, and supermarket chains Dominick's, Fred Meyer,
Ralph's and Food4Less.  Mr. Burkle is Co-Chairman of the Burkle
Center for International Relations at UCLA, a trustee of the
Carter Center, the National Urban League and AIDS Project Los
Angeles and a member of the board of directors of the Frank Lloyd
Wright Building Conservancy.  Mr. Burkle served as a director of
the following public companies: Occidental Petroleum Corp. from
1999 to 2010, Yahoo! Inc. from 2001 to 2010 and and KB Home
Corporation from 1995 to 2010.  Mr. Burkle brings to the Board his
valuable business expertise in a wide variety of areas, as well as
his experience of serving on the boards of numerous public and
private companies.  Mr. Burkle was appointed to the Board on
March 20, 2011 as a designee of the Yucaipa investors, pursuant to
certain arrangements the Company entered into with the Yucaipa
investors in October 2009 providing Yucaipa the right to designate
one of our directors.  Previously, Mr. Gross had been the designee
of the Yucaipa investors, until he was appointed the Company's
Chief Executive Officer, at which time he discontinued his
relationship with Yucaipa.  In September 2010, Mr. Burkle entered
into an extended stay arrangement with the Company's Sanderson
hotel, pursuant to which he makes monthly payments of
approximately GBP17,143 for use of a hotel suite.

Jason T. Kalisman, CFA (32), joined the Company's Board of
Directors on March 22, 2011.  Mr. Kalisman is a Founding Member of
OTK Associates, LLC, which is the Company's largest stockholder.
Mr. Kalisman concurrently serves as a Vice President of GEM Realty
Capital, Inc., an integrated global real estate investment firm
focusing on publicly traded real estate securities and private-
market real estate assets, where he has been since 2009.  Prior to
co-founding OTK Associates in 2008, Mr. Kalisman worked at The
Goldman Sachs Group, Inc., a global investment banking and
management firm, from 2001 to 2007.  Mr. Kalisman received a
Bachelor of Arts in Economics from Harvard College and a Masters
of Business Administration from the Stanford Graduate School of
Business, and has earned the right to use the Chartered Financial
Analyst designation.  Mr. Kalisman brings to the Board his
valuable expertise in the real estate and investment industries,
as well as in corporate finance and governance matters.

                    2011 Outperformance Awards

Also in connection with the appointments of the new executives,
the Company implemented an Outperformance Award Program, which is
a long-term incentive plan intended to provide the Company's
senior management with the ability to earn cash or equity awards
based on the Company's level of return to shareholders over a
three-year period.  Pursuant to the Outperformance Award Program,
each of Messrs. Hamamoto, Gross, Flannery and Gery will receive,
within approximately the next 90 days, one of the following
awards, in each case reflecting the participant's right to receive
a participating percentage in an outperformance pool if the
Company's total return to shareholders increases by more than 30%
over a three-year period from March 20, 2011 to March 20, 2014:
(i) a new series of outperformance long-term incentive units,
subject to vesting and the achievement of certain performance
targets, or (ii) in the event the Company does not receive
confirmation that it can issue OPP LTIP Units under applicable
Nasdaq listing requirements, the right to receive cash, subject to
vesting and the achievement of certain performance targets.  The
TRS will be calculated based on the average closing price of the
Company's common shares on the thirty trading days ending on the
Final Valuation Date.  The baseline value of the Company's common
shares for purposes of determining the TRS will be $8.87, the
closing price of the Company's common shares on March 18, 2011.
The Participation Percentages granted to Messrs. Hamamoto, Gross,
Flannery and Gery were 35%, 35%, 10%, and 10%, respectively.
Each of the current participants' Awards vests on March 20, 2014,
contingent upon his continued employment, except for certain
accelerated vesting events.  The aggregate dollar amount available
to all participants in the Program is equal to 10% of the amount
by which the Company's March 20, 2014 valuation exceeds 130% of
the Company's March 20, 2011 valuation and the dollar amount
payable to each participant is equal to such participant's
Participating Percentage in the Total Outperformance Pool.  If a
participant receives his Award in the form of OPP LTIP Units, the
participant will either forfeit existing OPP LTIP Units or receive
additional OPP LTIP Units following the Final Valuation Date so
that the value of the vested OPP LTIP Units of the participant are
equivalent to the participant's Participation Amount.  If a
participant receives his award as a right to receive cash, the
participant will be paid in cash or through the issuance of fully
vested equity, at the election of the Company, under one of the
Company's shareholder-approved, registered equity incentive plans
with a value equal to the Participation Amount, subject to future
shareholder approval of the additional shares available for
issuance under the equity incentive plans.  Participants will
forfeit any unvested Awards upon termination of employment;
provided, however, that in the event a participant's employment
terminates because of death or disability, or employment is
terminated by the Company without Cause or by the participant for
Good Reason, as such terms are defined in the participant's
employment agreements, the participant will not forfeit the Award
and will receive, following the Final Valuation Date, a
Participation Amount reflecting his partial service.  If the Final
Valuation Date is accelerated by reason of certain Change of
Control transactions, each participant whose Award has not
previously been forfeited will receive a Participation Amount upon
the Change of Control reflecting the amount of time since the
effective date of the program, which was March 20, 2011.

OPP LTIP Units represent a special class of membership interest in
the Company's operating company, Morgans Group LLC, which are
structured as profits interests for federal income tax purposes.
Conditioned upon minimum allocations to the capital accounts of
the OPP LTIP Units for federal income tax purposes, each vested
OPP LTIP Unit may be converted, at the election of the holder,
into one Membership Unit in the Operating Company.  During the
six-month period following the Final Valuation Date, the Operating
Company may redeem some or all of the vested OPP LTIP Units at a
price equal to the common share price on the Final Valuation Date.
From and after the one-year anniversary of the Final Valuation
Date, for a period of six months, participants will have the right
to cause the Operating Company to redeem some or all of the vested
OPP LTIP Units at a price equal to the greater of the common share
price at the Final Valuation Date or the then current common share
price.  Beginning 18 months after the Final Valuation Date, each
of these OPP LTIP Units is redeemable at the election of the
holder for: (1) cash equal to the then fair market value of one
share of the Company's common stock, or (2) at the option of the
Company, one share of Common Stock, in the event the Company then
has shares available for that purpose under its shareholder-
approved equity incentive plans.  Participants are entitled to
receive distributions on their vested OPP LTIP Units if any
distributions are paid on the Company's common stock following the
Final Valuation Date.

            2011 Executive Promoted Interest Bonus Pool

In connection with the appointments of the new executives, the
Company implemented the 2011 Executive Promoted Interest Bonus
Pool, which is a long-term incentive plan intended to provide the
Company's senior management with the ability to participate in the
growth of the Company's management business, provided the
Company's level of return to shareholders meets specified hurdles.
The 2011 Executive Promoted Interest Bonus Pool, effective
March 20, 2011, provides that until the earlier of (i) March 20,
2014 and (ii) termination of employment with respect to a grantee,
certain promoted interests that the Company has the right to
receive as an equity promote or similar contractual right from
owners of Company managed hotels will be contributed to the bonus
pool, in the form of a limited liability company.  An Eligible
Promoted Interest is an interest in a hotel investment entity or
similar contractual right that represents a right to participate
in profits, losses and gains in excess of capital contributions
that is acquired in a transaction approved by the Company's
investment committee in accordance with pre-established standards
or by an independent committee of the Board; Eligible Promote
Interests do not include incentive management fees.  As of the
date of this report, Promote Pool LLC has not been organized and
there were no Eligible Promoted Interests to be contributed to
Promote Pool LLC.

Each of Messrs. Hamamoto, Gross, Flannery and Gery, has been
granted the right to receive an employee participation interest in
Promote Pool LLC of 35%, 35%, 10% and 10%, respectively.  The
Company's Operating Company will hold the managing member interest
in Promote Pool LLC.  At least 50% in each series of Eligible
Promoted Interests will be allocated to the managing member's
interest; the remaining Eligible Promoted Interests in each series
will be allocated to the employee Participation Interests.  Each
employee's Participation Interest will be represented by a series
of units, with each series specific to an individual Eligible
Promoted Interest in one or more hotels.  Each series of Employee
Units generally will vest (i) 1/3 upon the later of the third
anniversary of the effective date and the Company's entering into
a transaction that provides for the applicable Eligible Promoted
Interest, (ii) 1/3 upon the later of the third anniversary of the
effective date and the hotel related to the applicable Eligible
Promoted Interest becoming operational, and (iii) 1/3 upon the
later of the third anniversary of the effective date and a sale
event for the applicable hotel or Eligible Promoted Interest.
Grantees will forfeit any unvested Employee Units upon termination
of employment; provided, however, that in the event a grantee's
employment terminates because of death or disability, or is
terminated by the Company without Cause or by the grantee for Good
Reason.

Distributions from Promote Pool LLC to participants will made upon
receipt of proceeds in respect of Eligible Promote Interests;
provided, however, that such distributions are conditioned upon
(i) the Company's achievement of a 9% compounded annual growth
return from March 20, 2011 until the date cash payments are
received by Promote Pool LLC and (ii) the Company continues to
manage the applicable hotel property immediately following the
event giving rise to the applicable proceeds.  The Company
maintains the right to exercise all rights in the Eligible
Promoted Interests, such as voting and other consent rights, and
the right to purchase Eligible Promoted Interests from Promote
Pool LLC at their fair market value at any time.

                David Hamamoto Employment Agreement

On March 20, 2011, the Company entered into an employment
agreement, effective as of such date, with David Hamamoto in
connection with his appointment as Executive Chairman.  The
employment agreement provides for the following, among other,
terms:

   * an initial three-year contract term, which the Company may
     offer to renew for a six month period with 75 days notice
     prior to the end of the initial term on the same terms as
     applicable at the end of the initial term;
   
   * no minimum base salary, provided, however, that the Company
     may elect to provide, at its discretion, a base salary of
     $375,000 after the first year in lieu of the annual award of
     LTIP units described below;

   * if the Company elects to provide an annual base salary, it
     will also be required to provide an annual cash bonus with a
     target payout of 100% of the annual base salary, with actual
     payouts ranging from 50% to 150%, provided that the Company
     may elect to pay any bonus in excess of 100% in the form of
     equity;

   * a grant of options to purchase 600,000 shares of the
     Company's common stock, at an exercise price equal to the
     fair market value on the grant date, vesting pro rata over a
     3-year period on each anniversary date of grant, pursuant to
     the Amended and Restated 2007 Omnibus Incentive Plan, as
     amended;

   * a grant of 75,000 long-term incentive plan units vesting pro
     rata on a monthly basis over the next 12 months beginning on
     the first monthly anniversary of the date of grant, pursuant
     to the 2007 Plan, and the right to receive an additional
     grant of LTIP units valued at $675,000 on each anniversary of
     the grant date; provided, however, that in lieu of the
     additional grants of LTIP units, the Company may elect, in
     its discretion, to pay an annual base salary and annual
     bonus;

   * a 35% Participation Interest in Promote Pool LLC;

   * a 35% Participating Percentage in the Total Outperformance
     Pool;

   * no obligation to resign from the Board in the event of
     termination of employment, other than for Cause; and

   * medical and other group welfare plan coverage and fringe
     benefits provided to our executive employees generally.

In addition, Mr. Hamamoto's employment agreement provides for
certain payments to be made upon his termination.  Mr. Hamamoto is
also subject to certain non-competition and standstill provisions
for six months following termination of his employment and to
certain non-solicitation provisions for 12 months following
termination of his employment.  He also may not pursue any
prospective deals in the Company's deal pipeline for 12 months
following termination of his employment.

Mr. Hamamoto's employment agreement provides that Mr. Hamamoto is
committed to devote a sufficient portion of his business time,
attention and energies to performance of his duties under his
employment agreement with the Company.  The Company acknowledges,
however, that Mr. Hamamoto is also committed to devote at least a
majority of his business time, attention and energies to
performance of his duties under his employment agreement with
NorthStar Realty Finance Corp. and as a director thereof, and
agrees that Mr. Hamamoto's doing so will not constitute "Cause" or
a violation of his employment agreement with the Company.

Furthermore, the Company has agreed to reimburse Mr. Hamamoto for
his reasonable legal fees and expenses incurred in connection with
the negotiation of the employment agreement.

                 Michael Gross Employment Agreement

On March 20, 2011, the Company entered into an employment
agreement, effective as of such date, with Michael Gross in
connection with his appointment as Chief Executive Officer.  The
employment agreement provides for the following terms:

   * an initial three-year contract term, which the Company may
     offer to renew for a six month period with 75 days notice
     prior to the end of the initial term on the same terms as
     applicable at the end of the initial term;
   
   * a minimum base salary of $750,000 per year, subject to review
     and increase annually at the discretion of the Board or
     Compensation Committee and in accordance with standard
     practice of the Company;
   
   * eligibility to receive an annual cash bonus for each of 2011,
     2012 and 2013 with a target payout of 100% of annualized base
     salary, with any excess over 100% payable in equity, at the
     discretion of the Compensation Committee; provided that (i)
     for 2011, the bonus will be prorated for the partial year,
     with 50% of the target bonus guaranteed, and the remaining
     50% dependent on performance (40% based on EBITDA, 10% on
     RevPAR Index) and (ii) for 2012 and 2013, the target payout
     will range from 50% to 150% of base salary, based on
     individual performance;
   
   * a grant of options to purchase 300,000 shares of the
     Company's common stock, at an exercise price equal to the
     fair market value on the grant date, vesting pro rata over a
     3-year period on each anniversary date of grant, pursuant to
     the 2007 Plan;

   * a grant of 125,000 LTIPs, vesting pro rata over a 3-year
     period on each anniversary date of grant, pursuant to the
     2007 Plan;
   
   * a 35% Participation Interest in Promote Pool LLC;

   * a 35% Participating Percentage in the Total Outperformance
     Pool;
   
   * no obligation to resign from the Board in the event of
     termination of employment, other than for Cause; and

   * medical and other group welfare plan coverage and fringe
     benefits provided to our executive employees generally.

In addition, Mr. Gross's employment agreement provides for certain
payments to be made upon his termination.  Mr. Gross is also
subject to certain non-competition and standstill provisions for
six months following termination of his employment and to certain
non-solicitation provisions for 12 months following termination of
his employment.  He also may not pursue any prospective deals in
the Company's deal pipeline for 12 months following termination of
his employment.

Furthermore, the Company has agreed to reimburse Mr. Gross for his
reasonable legal fees and expenses incurred in connection with the
negotiation of the employment agreement.

                Daniel Flannery Employment Agreement;
                   Yoav Gery Employment Agreement

On March 20, 2011, the Company entered into an employment
agreement, effective as of April 9, 2011, with Daniel Flannery in
connection with his appointment as Chief Operating Officer, and an
employment agreement, effective as of March 23, 2011, with Yoav
Gery in connection with his appointment as Chief Development
Officer.  Each of these employment agreements provide for the
following terms:

   * an initial three-year contract term, which the Company may
     offer to renew for a six month period with 75 days notice
     prior to the end of the initial term on the same terms as
     applicable at the end of the initial term;

   * a base salary of $600,000 per annum, subject to review and
     increase annually at the discretion of the Board or
     Compensation Committee, and increasing in accordance with
     standard practice of the Company;

   * eligibility to receive an annual cash bonus for each of 2011,
     2012 and 2013 with a target payout of 100% of annualized base
     salary, with any excess over 100% payable in equity, at the
     discretion of the Compensation Committee; provided that (i)
     for 2011, the bonus will be prorated for the partial year,
     with 50% of the target bonus guaranteed, and the remaining
     50% dependent on performance (40% based on EBITDA, 10% on
     RevPAR Index), and (ii) for 2012 and 2013, the target payout
     will range from 50% to 150% of base salary, based on
     individual performance;

   * a grant of options to purchase 200,000 shares of the
     Company's common stock, at an exercise price equal to the
     fair market value on the grant date, vesting pro rata over a
     3-year period on each anniversary date of grant, as an
     inducement grant under the Nasdaq rules;

   * a grant of shares of restricted stock units (43,000 shares
     for Mr. Flannery and 65,250 for Mr. Gery), vesting pro rata
     over a 3-year period on each anniversary date of grant, as an
     inducement grant under the Nasdaq rules;
   
   * a 10% Participation Interest in Promote Pool LLC;

   * a 10% Participating Percentage in the Total Outperformance
     Pool; and

   * medical and other group welfare plan coverage and fringe
     benefits provided to the Company's executive employees
     generally.

In addition, the employment agreements provide for certain
payments to be made upon the executive's termination.  Each of
messrs. Flannery and Gery are also subject to certain non-
competition and standstill provisions for six months following
termination of his employment and to certain non-solicitation
provisions for 12 months following termination of his employment.
He also may not pursue any prospective deals in the Company's deal
pipeline for 12 months following termination of his employment.

Furthermore, the Company has agreed to reimburse each of Messrs.
Flannery and Gery for up to $20,000 of relocation expenses and his
reasonable legal fees and expenses incurred in connection with the
entering into of the employment agreement.

                Potential Payments Upon Termination

Pursuant to the employment agreement, each of the newly appointed
executives is entitled to certain payments or terms upon
termination or change in control.  All payments and terms, other
than the payment of accrued base salary are conditioned upon the
execution of a release by the executive in connection with the
termination of his employment.

             Departures of Fred Kleisner and Marc Gordon;
                        Severance Agreement

On March 21, 2011 the Company announced that Fred Kleisner, whose
employment agreement expires on March 31, 2011, stepped down as
Chief Executive Officer and resigned from the Board effective
March 20, 2011.
On March 21, 2011, the Company also announced that Marc Gordon,
whose employment agreement with the Company is scheduled to end on
April 1, is leaving the Company to pursue other interests. Mr.
Gordon, who was appointed President in October 2009, had been
employed by the Company since its initial public offering and had
been involved with its predecessors since 1997.  In connection
with his departure, the Company entered into a separation
agreement and release with Mr. Gordon on March 20, 2011.  Pursuant
to the Separation Agreement, the Company agreed to pay Mr. Gordon
(1) a lump sum severance payment of $2,069,000, (2) monthly
consulting payments of $66,666 per month through December 2011,
and (3) a lump sum payment of $300,000 in January 2012.  The
Company also agreed that all of Mr. Gordon's equity awards would
vest and that he will be eligible to elect continuation coverage
under COBRA.  In consideration of the monthly consulting payments,
Mr. Gordon agreed to make himself available to provide consulting
services to the Company through December 2011.  In addition, Mr.
Gordon agreed to certain non-competition and standstill provisions
that are effective for nine months following the date of the
Separation Agreement and certain non-solicitation provisions that
are effective through March 31, 2012.  Mr. Gordon resigned from
the Company's Board, effective March 20, 2011.

                    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 reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on $225.05
million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$714.77 million in total assets, $716.58 million in total
liabilities, a $12.72 million shareholders' deficit and $10.92
million noncontrolling interest.


MORGANS HOTEL: Ronald Burkle Discloses 29.2% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Ronald W. Burkle and his affiliates disclosed
that they beneficially owns 12,500,000 shares of common stock of
Morgans Hotel Group Co. representing 29.2% of the shares
outstanding, based upon the 30,311,503 shares of Common Stock
outstanding as of March 15, 2011, as disclosed by the Company in
its Annual Report on Form 10-K for the year ended Dec. 31, 2010
and does not reflect any reduction for the effect of the mandatory
cashless exercise as the amount of such reduction is not
determinable until the time of exercise.

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

                        http://is.gd/1d4rLF

                     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 reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on $225.05
million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$714.77 million in total assets, $716.58 million in total
liabilities, a $12.72 million shareholders' deficit and $10.92
million noncontrolling interest.


MORGANS HOTEL: David Hamamoto Discloses 10.7% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, David T. Hamamoto disclosed that he
beneficially owns 3,315,402 shares of common stock of Morgans
Hotel Group Co. representing 10.7% of the shares outstanding.  As
of March 15, 2011, the Company had issued and outstanding
30,311,503 shares of common stock, par value $0.01 per share.

                    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 reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on $225.05
million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$714.77 million in total assets, $716.58 million in total
liabilities, a $12.72 million shareholders' deficit and $10.92
million noncontrolling interest.


MORGANS HOTEL: Parag Vora Discloses 5.44% 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 1,650,000 shares of common stock of MOrgans
Hotel Group Co. representing 5.44% of the shares outstanding.
As of March 15, 2011, the Company had issued and outstanding
30,311,503 shares of common stock, par value $0.01 per share.

                     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 reported a net loss of $83.64 million on
$236.37 million of total revenues for the year ended Dec. 31,
2010, compared with a net loss of $101.60 million on $225.05
million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$714.77 million in total assets, $716.58 million in total
liabilities, a $12.72 million shareholders' deficit and $10.92
million noncontrolling interest.


MUZAK HOLDINGS: To Sell to Mood Media for $345MM Year After Exit
----------------------------------------------------------------
Muzak Holdings LLC, which emerged from Chapter 11 reorganization
in early 2010, agreed to be acquired by rival Mood Media Corp. in
a transaction valued at $345 million.

Mood Media announced it has entered into a definitive agreement to
acquire privately held Muzak Holdings for US$345 million including
net debt to be repaid on closing.

In 2010, Muzak had US$195 million in revenue and US$55 million in
EBITDA.  More than 75% of Muzak's revenue is associated with
multi-year customer contracts.

Mood Media said its acquisition of Muzak will create a global in-
store media provider servicing over 470,000 commercial locations
in over 39 countries.  In the U.S., the combined business will
serve over 200,000 national and 100,000 franchisee locations. The
combined customer base will include more than 850 U.S. and
international brands in diverse market sectors that include retail
(food, fashion, cosmetics), leisure and hotels, oil and gas,
telecommunications, financial institutions, and fast food.
Together Mood Media and Muzak will have an extensive music library
that includes 1.7 million rights-included tracks and more than
30,000 original recordings, which means customers will benefit
from greater product choice.

The combined company will have trailing last 12 months (LTM) pro
forma revenue of approximately US$400 million and trailing LTM pro
forma EBITDA in excess of US$100 million. Over 60% of the combined
company's revenue will be recurring subscription revenue, with a
new contract life of three to five years.

"This acquisition creates a new global leader with the geographic
footprint, top-tier brand relationships and track record of
innovation to compete and succeed in a dynamic marketplace," said
Lorne Abony, CEO and Chairman of Mood Media Corporation.  "Over
the past five years, Mood Media has transformed the in-store media
industry by offering unparalleled innovation and convenience to
our customers across the world.  We now have the opportunity to
extend this legacy to a world-recognized brand and create a truly
global leader with U.S. headquarters in the Charlotte area.  We
see attractive opportunities for profitable growth through cross-
selling Mood Media's products to Muzak's existing customers,
expanding into adjacent markets and adjusting Muzak's distribution
system to our industry-leading internet-based technology."

Steve K. Richards, Chief Executive Officer of Muzak said: "We are
delighted to join together with Mood Media, an innovative global
leader that is revolutionizing the consumer experience.

This combination will offer sophisticated new and expanded
solutions and opportunities for our customers and employees. As
part of Mood Media, we will continue delivering unique experiences
to millions of people daily."

Mood Media intends to maintain a significant presence in the
Charlotte, North Carolina area, with its U.S. headquarters in Fort
Mill, South Carolina.

Mood Media will finance the transaction with approximately
US$480 million of debt, including the refinancing of Mood Media's
existing debt.  The financing commitment is comprised of a US$25
million 5-year revolving credit facility (unfunded at close),
US$390 million 7-year first lien term loan and a US$65 million
7.5-year second lien term loan.  Subject to certain provisions,
the credit facilities allow Mood Media to raise incremental senior
secured term loans of up to $100 million.  Credit Suisse
Securities (USA) LLC provided the committed financing for the
transaction.  The acquisition will be immediately accretive to
Mood Media shareholders.

The consideration for the acquisition, which is expected to close
during the second quarter, is to be satisfied on completion as to
(i) approximately US$305 million in cash, (ii) by the issue of
US$5 million 10% convertible unsecured subordinated debentures
having an exercise price of US$2.43 per common share and maturing
on October 31, 2015, and (iii) as to remainder, by the grant of
warrants to purchase 4,407,543 common shares of Mood Media
(representing approximately 3% of Mood Media's fully diluted
common shares), at an exercise price of US$3.50 and expiring five
years from the date of issuance.  Further consideration of a
maximum of up to US$30 million in cash may be paid over the three
years following closing in the event Mood Media achieves certain
minimum EBITDA targets during such period.  The acquisition
remains subject to customary closing conditions.

                   About Mood Media Corporation

Mood Media Corporation (TSX:MM/ LSE AIM:MM) --
http://www.moodmedia.com/-- operates an international in-store
media and music retail business.  Operating through its two
principal divisions; In-Store Media and Retail Point-of-Purchase,
Mood Media Corporation works with more than 800 retail chains in
more than 30 countries throughout North America, Europe, Asia and
Australia.

Mood Media was formed in June 2010, following the acquisition of
Mood Media Group SA by Fluid Music Canada, Inc. Through its
subsidiaries Mood Media and Somerset Entertainment., Mood Media
Corporation is driving growth of in-store media solutions across
multiple markets.

                       About Muzak Holdings

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.

The Company and 14 affiliates filed for Chapter 11 protection on
Feb. 10, 2009 (Bankr. D. Del. Lead Case No. 09-10422).  Moelis &
Company serves as financial advisor to the Company.  Kirkland &
Ellis LLP is the Debtors' counsel.  Klehr Harrison Harvey
Branzburg & Ellers has been tapped as local counsel.  Epiq
Bankruptcy Solutions LLC serves as claims and notice agent.
Muzak's petition listed assets of $324 million against debt of
$465 million, including $101 million owed on a senior secured
credit facility, $220 million in senior notes and $115 million in
subordinated notes.  Muzak emerged from bankruptcy at the end of
January 2010.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, under the confirmed plan, holders of $120 million in
subordinated notes issued by Muzak received all the new common
stock.  General unsecured creditors were paid in full.  A new term
loan paid off $95.5 million on a secured term loan.  The holders
of $220 million in senior notes received $135 million in new debt
and $85 million in preferred stock.  Holders of $24.2 million in
senior discount notes received warrants for 7.5% of the new stock
based on an enterprise value of $425 million.  The plan was funded
with a $108.75 million senior secured exit financing facility from
GE Capital Restructuring Finance, Silver Point Finance, LLC and
MFC Global Investment Management.


MYRNA SWEETS: Sends Two Entities in Chapter 11
----------------------------------------------
Caribbean Business reports that island bakery company Myrna Sweets
filed double bankruptcy protections, one under Mc & My Corp, for
$379,982, and another one under Myrna Sweet Delicious Inc. for
$491,648.  Main creditors include Banco Popular, the Economic
Development Bank and the Puerto Rico Treasury Department.  Late
last year, Myrna Sweets was forced to shut down several of the
free-standing kiosks the firm had as it was not able to pay for
rental increases at major shopping centers.

The two entities were included in the "* Recent Small-Dollar &
Individual Chapter 11 Filings" section of the March 24, 2011
edition of the Troubled Company Reporter as both disclosed less
than $1 million in assets and liabilities.

Re MC & MV Corp. filed a Chapter 11 petition (Bankr. D. Puerto
Rico Case No. 11-02203) on March 16, 2011.  See
http://bankrupt.com/misc/prb11-02203.pdf

Myrna Sweet Delicious Inc. also filed a Chapter 11 petition (Case
No. 11-02204) on the same date.  See
http://bankrupt.com/misc/prb11-02204.pdf


MPC CORP: Withdraws Motion to Retain Whiteford, Taylor & Preston
----------------------------------------------------------------
BankruptcyData.com reports that MPC Corporation withdrew from the
U.S. Bankruptcy Court its motion seeking to retain Whiteford,
Taylor & Preston as conflicts counsel.

                       About MPC Corporation

Headquartered in Nampa, Idaho, MPC Corporation --
http://www.mpccorp.com/-- sells personal computer and provides
computer softwares and hardwares to mid-size businesses,
government agencies and education organizations.  The Debtors
acquired Gateway Professional Divison from Gateway Inc. and
Gateway Technologies Inc. in October 1, 2007.

The Company and eight of its affiliates filed for Chapter 11
protection on Nov. 6, 2008 (Bankr. D. Del. Lead Case No. 08-
12673).  Richard A. Robinson, Esq., at Reed Smith LLP, represents
the Debtors in their restructuring efforts.  The Debtor selected
Focus Management Group USA, LLC, as its financial advisor.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors for the chapter 11 cases of MPC Corporation
and its debtor-affiliates.  Hahn & Hessen LLP has been named as
Committee's lead counsel.  As of June 30, 2008, the Debtors have
$258.3 million in total assets and $277.8 million in total debts.


NCO GROUP: Board Terminates Employment of Michael Barrist as CEO
----------------------------------------------------------------
The Board of Directors of NCO Group, Inc., terminated Michael J.
Barrist's employment with the Company on March 18, 2011.  Mr.
Barrist will continue to serve as Chairman of the Board of
Directors.

The Company, on Sept. 23, 2010, entered into an amendment to the
Employment Agreement with Mr. Barrist, dated Nov. 15, 2006.  The
amendment provided that upon termination of Mr. Barrist's
employment prior to Nov. 15, 2011, he will receive (i) two times
his base salary and target bonus (calculated and paid in
accordance with the terms of the Employment Agreement, as
amended); and (ii) reimbursement of certain healthcare costs and
expenses for a period of up to two years from that termination.
The amendment provided for other non-material changes necessary
for the Employment Agreement to comply with or remain exempt from
Section 409A of the Internal Revenue Code.

              Resignation of Leo J. Pound as Director

Effective as of March 22, 2011, Leo J. Pound resigned as a member
of the Board of Directors of the Company.  Mr. Pound was a
designee of Mr. Barrist pursuant to the terms of the Stockholders
Agreement dated as of Nov. 15, 2006 among the Company, One Equity
Partners II, L.P. and certain of its affiliates, and the Company's
other stockholders.  Mr. Barrist's right to appoint the designee
for the directorship held by Mr. Pound expired upon Mr. Barrist's
termination as Chief Executive Officer of the Company.  OEP has
the right to designate Mr. Pound's replacement under the terms of
the Stockholders Agreement.  OEP has not yet designated a
replacement director.

Mr. Pound was also the chairman of the Company's Audit Committee.
Effective as of March 22, 2011, Edward A. Kangas was appointed the
chairman of the Company's Audit Committee to replace Mr. Pound.

               Appointment of Ronald A. Rittenmeyer

The Board of Directors of the Company appointed Ronald A.
Rittenmeyer as President and Chief Executive Officer of the
Company, effective immediately.

Mr. Rittenmeyer, age 63, is currently the founder and Chief
Executive Officer of Turnberry Advisors LLC, a firm that
specializes in providing management expertise to companies.  Mr.
Rittenmeyer served as Chairman, President and Chief Executive
Officer of Electronic Data Systems, a leading global provider of
information technology services, until its sale to Hewlett-Packard
in August 2008 and continued as President and CEO of EDS, an HP
Company until December 2008.  During his tenure at EDS, Mr.
Rittenmeyer also served as Chief Operating Officer and Executive
Vice President of Global Service Delivery from July 2005 to
December 2006 and President and Chief Operating Officer from
December 2006 until September 2007.  Prior to joining EDS, Mr.
Rittenmeyer served as Managing Director of The Cypress Group, a
private equity firm where he was responsible for the operating
aspects of the company's $3.5 billion investment portfolio.  Mr.
Rittenmeyer previously served as Chairman, Chief Executive Officer
and President of Safety-Kleen, Inc., a $1.5 billion hazardous and
industrial waste management company.  He currently serves on the
Board of Directors of American International Group, Inc., Tenet
Healthcare Corporation and IMS Health Inc., a privately held
company.

Mr. Rittenmeyer had previously served as a consultant to the
Company through a consultant agreement dated as of Dec. 1, 2010
between the Company and Turnberry Advisors LLC.  Mr. Rittenmeyer
is the Chief Executive Officer of Turnberry Advisors LLC.
Pursuant to the terms of the Consulting Agreement, Mr. Rittenmeyer
provided consulting services to the Company as requested from time
to time.  As compensation for the services provided, the Company
paid Mr. Rittenmeyer $60,000 per month and reimbursed him for all
expenses incurred in connection with the services provided.  On
March 18, 2011, in connection with Mr. Rittenmeyer's appointment
as President and Chief Executive Officer, the Consulting Agreement
was terminated by the parties.

Effective as of March 18, 2011, the Company entered into an
Employment Agreement with Ronald Rittenmeyer, pursuant to which he
became the President and Chief Executive Officer of the Company.
Pursuant to the terms of the Employment Agreement, Mr.
Rittenmeyer's term of employment with the Company will be for one
year from the Commencement Date, provided that the parties may
mutually agree to continue the term of employment for additional
one year periods on each anniversary of the Commencement Date.
During the Term, Mr. Rittenmeyer will receive an annual base
salary of $1,000,000 per annum.  Mr. Rittenmeyer will also be
eligible to receive an annual bonus (with a target bonus of 100%
of base salary) based upon achievement of performance objectives,
as mutually agreed to by Mr. Rittenmeyer and the Board of
Directors of the Company.  Under the terms of the Employment
Agreement, Mr. Rittenmeyer will be eligible to receive equity,
stock options, or other equity-based awards, as determined in the
sole discretion of the Board of Directors.  Mr. Rittenmeyer will
also be eligible to receive other perquisites and benefits
pursuant to the terms of the Employment Agreement.

Upon a termination of Mr. Rittenmeyer's employment by the Company,
he will be entitled to receive base salary continuation until the
end of the then current Term and a pro-rated bonus based on Mr.
Rittenmeyer's target bonus.  If Mr. Rittenmeyer's employment is
terminated due to his death, then his estate will be entitled to
receive a pro-rated bonus based on Mr. Rittenmeyer's target bonus

During Mr. Rittenmeyer's employment and for one year after any
termination of his employment, he will be subject to non-
solicitation and non-interference restrictive covenants, as set
forth more fully in the Employment Agreement.

A full-text copy of Mr. Rittenmeyer's Employment Agreement is
available for free at http://is.gd/tht0X7

                        About NCO Group Inc.

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  NCO has over 25,000 full and part-time employees who
provide services through a global network of over 100 offices.
The company is a portfolio company of One Equity Partners and
reported revenues of about $1.2 billion for the twelve month
period ended Sept. 30, 2007.

As reported by the Troubled Company Reporter on Feb. 2, 2011,
Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1
from B3 and changed the outlook to negative.  Simultaneously,
Moody's has also downgraded each of NCO's debt instrument ratings
by one notch and lower the Speculative Grade Liquidity rating to
SGL-4 from SGL3.  The downgrade reflects Moody's concern that
greater than expected revenue declines and continued earnings
pressure will extend beyond current levels due to deteriorating
consumer payment patterns and weaker volumes.  In addition,
Moody's expects financial flexibility will be further aggravated
by tightening headroom under its financial covenants and a
potential breach of covenants which will limit the company's
ability to draw upon its revolver.  Also, the company faces an
impending maturity on its $100 million senior secured revolving
credit facility due November of 2011.


NII CAPITAL: Moody's Assigns 'B2' Rating to $500 Mil. Senior Notes
------------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to NII Capital
Corp.'s proposed new $500 million senior unsecured note offering.
Moody's has affirmed the B1 corporate family rating of NII
Holdings, Inc., parent of NII Capital.  The outlook is stable.

Moody's has taken these rating actions:

Issuer: NII Capital Corp.

* $500 Million New Senior Unsecured Notes due 2021, Assigned B2
  (LGD4 -- 67%)

These LGD Assessments have changed:

Issuer: NII Capital Corp*

* $800 Million Senior Unsecured Notes due 2016, B2 (LGD4 -- 67%
  vs* LGD4 -- 61% prior)

* $500 Million Senior Unsecured Notes due 2019, B2 (LGD4 -- 67%
  vs* LGD4 -- 61% prior)

These ratings are unchanged:

Issuer: NII Holdings, Inc*

  -- Corporate Family Rating: B1
  -- Probability of Default Rating: B1
  -- Speculative Grade Liquidity: SGL 1
  -- Outlook: Stable

NII Holding's B1 corporate family rating reflects the
company's modest leverage, small scale and the highly competitive
environment in which it operates as well as t!he capital intensity
of the industry.  The B1 rating also recognizes the sovereign,
financial, operating and event risk inherent in NII's Latin
American target markets.

The rating is supported by NII's broad base of recurring revenues
which have grown steadily, even through a difficult economic
backdrop and pressure on service pricing.  Additionally, the
company's exposure to the rapidly expanding markets in Mexico and
Brazil offer an opportunity to continue growth.  NII's ratings are
further supported by its above average pricing and premium service
offering, which results in high margins despite small relative
market shares.

The LGD assessment of NII Capital's senior unsecured notes
reflects the significant liabilities, both debt and non-debt, held
at NII's operating companies and Moody's expectation that these
liabilities will increase materially in the future since they
provide a currency hedge in addition to offering attractive
economics.  Although NII Capital is guaranteed by NII Holdings
(the parent), there is no subsidiary guarantee from the operating
companies, which limits the collateral to support the debt at NII
Capital.  The senior unsecured notes at NII Capital do benefit
from loss protection offered by the unsecured convertible notes at
NII Holdings.  Given NII's plans for growth and capital
requirements, Moody's anticipates that the $1.1 billion of 3.125%
convertible notes, which are scheduled to mature in June of 2012,
will be refinanced.  If these convertible notes are replaced with
debt that is structurally more senior, the loss protection offered
to the NII Capital senior unsecured notes could disappear, placing
additional pressure on ratings of the unsecured debt of NII
Capital.

Moody's views NII's liquidity as good, and projects the company
will exit 2011 with over $2.0 billion in cash.  NII does not
maintain a revolving credit facility, but the company does utilize
a wide array of local funding in the markets in which it operates.

The ratings could face upward pressure if the company is able to
sustain strong operating and financial trends while continuing to
address competitive positioning concerns regarding the company's
technology portfolio.  Upwards rating pressure would also be
contingent on management's ongoing commitment to a conservative
capital structure.  Specifically, if the company were likely to
sustain Debt to EBITDA below 3 times while generating free cash
flow as a percentage of debt in the mid-single digits, positive
ratings pressure could develop.

Moody's would likely lower the company's rating if its subscriber
growth stalls, churn increases or pronounced EBITDA margin erosion
develops due to competitors encroaching on the company's post-pay,
PTT customer base.  In addition, if the company's credit metrics
and/or cash position were to dramatically deteriorate (i.e. Debt
to EBITDA trending towards 4.0 times) due to aggressive spectrum
or asset acquisitions, its ratings could be negatively impacted.

The last rating action Moody's has made on NII was on December 10,
2010, when the company's CFR was confirmed after conclusion of
Moody's review for possible upgrade.

With headquarters in Reston, Virginia, NII Holdings, Inc. ('NII')
is an international wireless operator with more than 9 million
largely post-pay, business subscribers that value the company's
PTT service offering built from Motorola Inc.'s ('Motorola') iDEN
technology.  NII had approximately $5.6 billion in revenue for the
LTM period ended Q4'10 generated from a subscriber base ac! ross
Mexico, Brazil, Argentina, Peru, and Chile.


NII CAPITAL: S&P Assigns 'B+' Rating to $500 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue-level rating and '4' recovery rating to NII Capital Corp.'s
proposed $500 million of senior notes due 2021.  NII Capital Corp.
is a subsidiary of Reston, Va.-based wireless carrier NII Holdings
Inc. The '4' recovery rating indicates expectations for average
(30% to 50%) recovery in the event of payment default.  The
company intends to use the net proceeds for general corporate
purposes, including expansion of its network, the potential
acquisition of spectrum licenses, the deployment of new network
technologies, or the repayment of debt.  The notes are being
issued under rule 144A with registration rights.

S&P also lowered the issue-level rating on NII's existing
$800 million of senior notes due 2016 and $500 million of senior
notes due 2019 to 'B+' from 'BB-' and revised the recovery rating
on the notes to '4' from '2'.  The lower issue-level rating
reflects diminished recovery prospects given S&P's expectations
for an increase in structurally senior debt at NII's operating
companies over the next few years to fund operations at those
entities.

At the same time, S&P affirmed all other ratings on NII, including
the 'B+' corporate credit rating.  The outlook is stable.

Pro forma adjusted debt to EBITDA is about 2.9x, although S&P
expects leverage to rise to the high-3x area over the next couple
of years to support the buildout of the company's third-generation
(3G) network in Mexico and potential spectrum purchases and market
expansion in Brazil.  Still, S&P believes that NII's credit
measures should remain supportive of the current 'B+' corporate
credit rating.  Total funded debt is likely to be about
$3.8 billion on a pro forma basis.

"The ratings on NII continue to reflect competitive wireless
industry conditions and exposure to country risk in its key
markets -- including political, regulatory, economic, and foreign
exchange risks," said Standard & Poor's credit analyst Allyn
Arden.  The ratings also reflect S&P's expectation for ongoing
net free cash deficits over the next few years because of the
company's aggressive expansion plans, as well as technology
risk associated with its dependence on Motorola Inc.'s unique
integrated digital enhanced network.  Tempering factors include
NII's niche business focused on high average revenue per user and
low-churn corporate customers, some geographic diversity, strong
subscriber growth, currently moderate leverage for the rating
level, and adequate liquidity.


NORTHEAST CAST: Out of Business; Assets Being Liquidated
--------------------------------------------------------
Public Opinion Online reports that Northeast Cast Parts LLC, a
Greencastle, Pennsylvania foundry that went out of business, is
being liquidated.

According to the report, Greencastle-based Matthew S. Hurley
Auction Co. has been auctioning the assets online since March 11,
2011.  Matthew Hurley, owner of the auction company, said
Northeast Cast Parts primarily cast aluminum parts for machinery.

Northeast Cast Parts filed for voluntary Chapter 7 bankruptcy
protection (Bankr. M.D. Pa. Case No. __-____), estimating between
$100,000 and $500,000 in liabilities.


NX GLOBAL: Posts $322,000 Net Loss in Jan. 31 Quarter
-----------------------------------------------------
NX Global, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $322,054 on $32,201 of training revenue
for the three months ended Jan. 31, 2011, compared with a net loss
of $12,952 on $0 revenue for the three months ended Jan. 31, 2010.

The Company's balance sheet at Jan. 31, 2011, showed $1.1 million
in total assets, $994,015 in total liabilities, all current, and
stockholders' equity of $150,325.

Friedman LLP, in New York, expressed substantial doubt about NX
Global's ability to continue as a going concern, following the
Company's results for the fiscal year ended Oct. 31, 2010.  The
independent auditors noted that the Company incurred net losses
from continuing operations for the years ended Oct. 31, 2010, and
2009, and working capital deficiencies and accumulated deficits as
of Oct. 31, 2010, and 2009.  "The Company also had negative cash
flows from operations for the years ended Oct. 31, 2010, and
2009."

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

                       http://is.gd/kaAlnC

Austin, Tex.-based NX Global, Inc., with its subsidiaries, are
engaged in operating three divisions and various subsidiaries
within each division either created by the Company or to be
purchased for more rapid growth.  The divisions include Renewable
Energy Project Management, Renewable Energy Product Sales and
Green Internet Technologies.

Renewable Energy Project Management will initially consist of
project management and marketing of those services to algae
growing facilities, bio-fuels and waste to energy project owners.
These projects include bio-fuel from algae and from pyrolisis of
tires, and pyrolisis of municipal solid waste to energy.
Currently, various joint ventures and investments are being
negotiated to enable the Company to get into the markets with
signed projects.

The Renewable Energy Product Sales division will market products
produced from the other divisions to recyclers and other
businesses seeking to improve their eco-friendly foot print.

The Green Internet Technologies Service and Training Division is
designed to first assist all affiliated divisions in the marketing
of their products and services plus green social networking
products and services and training for new technology development
and certification initially in the virtualization and cloud
computing markets.

Except for the Green Internet Technologies Service and Training
Division that became active in April 2010, none of the divisions
were active during the three months ended Jan. 31, 2011, and 2010.
Applied Concepts for Energy Corp., which was previously formed,
had no operations during the three months ended Jan. 31, 2011, and
2010.


ORANGE GROVE: Asks for Permission to Tap Hahn Fife as Accountant
----------------------------------------------------------------
Orange Grove Service Inc. asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Hahn Fife
& Company LLP as its accountant to provide accounting services to
the Debtor.

Donald Fife, the firm's public accountant, charges $360 per hour
for services rendered.  Other accounts of the firm bill between
$95 and $200 per hour.

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

                   About Orange Grove Service

La Verne, California-based Orange Grove Service, Inc., owns and
operates 2 "strip" shopping centers, the Lemon Creek in Walnut,
Calif., and the Fremont, in Alhambra, Calif.  The Company filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
10-21336) on March 25, 2010.  Matthew Abbasi, Esq., at Wilson &
Associates LLP, in Los Angeles, assists the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
$12,003,736 in assets and $11,611,337 in liabilities.


OWENS CORNING: Escapes Homeowners Suit Over Faulty Shingles
-----------------------------------------------------------
Bankruptcy Law360 reports that Judge Joy Flowers Conti of the U.S.
District Court for the Western District of Pennsylvania ruled
Monday that a pair of homeowners cannot proceed with their
putative class action accusing Owens Corning of manufacturing
defective roofing shingles because these claims were discharged in
the company's prior bankruptcy proceedings.

                       About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on October 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

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

                         *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody's Investors Service.


OXIGENE INC: Authorized Common Stock Decreased to 275-Mil. Shares
-----------------------------------------------------------------
OXiGENE, Inc., held a Special Meeting of Stockholders on March 18,
2011 at the Company's offices at 701 Gateway Boulevard, Suite 210,
South San Francisco, California, 94080.  Of the 5,512,230 shares
of the Company's common stock entitled to vote at the meeting,
4,040,066 shares were represented at the meeting in person or by
proxy, constituting a quorum.

In February 2011, the Company's board of directors voted
unanimously to implement a 1:20 reverse stock split of the
Company's common stock, following authorization of the reverse
split by a shareholder vote on Dec. 21, 2010.  The reverse split
became effective on Feb. 22, 2011.

At the Annual Meeting, the stockholders, among other things:

  (1) approved the proposed issuances of shares of OXiGENE, Inc.,
      common stock, $0.01 par value per share, to certain holders
      of warrants to purchase shares of the Company's common stock
      pursuant to the Warrant Exchange Agreements, dated Jan. 18,
      2011, by and among the Company and each of these warrant
      holders, to comply with NASDAQ Marketplace Rule 5635(d); and

  (3) approved the amendment to the Company's Restated Certificate
      of Incorporation to decrease the authorized number of shares
      of the Company's common stock from 300,000,000 to
      275,000,000.

As previously announced, the Company entered into separate Warrant
Exchange Agreements on Jan. 18, 2011 with each of the holders of
warrants to purchase shares of the Company's common stock issued
in March 2010, pursuant to which, at the initial closing, the
warrant holders exchanged their outstanding Series A and Series C
warrants having "ratchet" price-based anti-dilution protections
for (A) an aggregate of 1,096,933 shares of common stock and (B)
Series E Warrants to purchase an aggregate of 1,222,623 shares of
common stock.  The Series E Warrants were not exercisable for six
months, had an exercise price of $4.60 per share, and did not
contain any price-based anti-dilution protections.  In addition,
the Company agreed to seek shareholder approval to issue up to
457,544 additional shares of common stock to the warrant holders
in a subsequent closing.  The Company obtained such shareholder
approval on March 18, 2011.  Consequently, the holders of the
Series E Warrants exchanged all of the Series E Warrants for the
additional 457,544 shares of the Company's common stock on
March 21, 2011.

The warrant exchange was conducted pursuant to the exemption from
the registration requirements of the Securities Act of 1933, as
amended, provided by Section 3(a)(9) of the Securities Act.

                        About OXiGENE Inc.

South San Francisco, Calif.-based OXiGENE (Nasdaq: OXGN)
-- http://www.oxigene.com/-- is a clinical-stage
biopharmaceutical company developing novel therapeutics to treat
cancer and eye diseases.

The Company reported a consolidated net loss of $23.77 million on
$0 of license revenue for the year ended Dec. 31, 2010, compared
with a consolidated net loss of $28.94 on $0 of license revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $5.57 million
in total assets, $10.82 million in total liabilities and
$5.25 million in total stockholders' deficit.

As reported by the Troubled Company Reporter on March 23, 2011,
Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern.  Ernst & Young noted that
the Company has incurred recurring operating losses and will be
required to raise additional capital, alternative means of
financial support, or both, prior to Jan. 1, 2012 in order to
sustain operations.  According to Ernst & Young, the ability of
the Company to raise additional capital or alternative sources of
financing is uncertain.


PALACE ENTERTAINMENT: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service has assigned a definitive B2 corporate
family rating and probability-of-default rating to Palace
Entertainment Holdings, LLC.  Concurrently, Moody's has assigned
a definitive B2 rating and Loss Given Default Assessment of LGD4
to the company's US$430 million worth of senior secured bonds due
in 2017.  The outlook for all the ratings is stable.

The final terms of the notes are in line with the drafts reviewed
for the provisional ratings assignments.

                        Ratings Rationale

"Palace's B2 CFR reflects the company's strong EBITDA margins and
good operating cash flow generation from its sound portfolio of
regional amusement parks, which is diversified in terms of
geography and by type of park.  Nevertheless, there is a certain
degree of profitability concentration in the company's top three
parks," says Ivan Palacios, a Moody's Vice President-Senior
Analyst and lead analyst for Palace.

"The rating also reflects Palace's relatively small size and scale
compared with other rated peers as well as its high debt/EBITDA
leverage and exposure to event risk due to its acquisitive
strategy.  In addition, its revenues are vulnerable to economic
cycles and are highly seasonal," says Mr. Palacios.

"These concerns are mitigated by: (i) the lower risk profile and
higher resilience to economic cycles of regional parks compared
with destination parks; (ii) the company's track record of
improvements in profitability through the successful turnaround of
undermanaged parks; and (iii) its strong and experienced
management team," adds Mr. Palacios.

Palace is a wholly owned affiliate of Parques Reunidos, the
third-largest leisure park chain worldwide in terms of number of
visitors after Walt Disney and Merlin, and generates approximately
37% of Parques Reunidos's revenues and 33% of the group's EBITDA.
Ownership by Parques Reunidos leads to efficiencies in terms
of economies of scale, global sourcing and best-practice
benchmarking, but could also be detrimental to Palace's credit
profile if it had to provide financial assistance to the parent,
which also has a leveraged financial profile.  The B2 CFR assumes
effective ring-fencing of the Palace restricted group from Parques
Reunidos and no material cash leakage to the parent.

Since the provisional CFR and PDR were assigned on Feb. 14, 2011,
Palace has successfully issued a US$430 million six-year senior
secured bond and a US$120 million super senior RCF to refinance
existing debt.  Concurrently, the shareholder has injected an
additional US$65 million into the business.  The B2 rating on
Palace's US$430 million worth of senior secured notes is at the
same level as its CFR, as it is the largest piece of debt in the
company's capital structure.  However, the US$120 million RCF
ranks ahead of the US$430 million worth of notes by virtue of the
intercreditor agreement, despite sharing the same collateral
package on a first-ranking basis.

Palace's capital structure is its primary ratings driver.  The
company faces high financial risk, including leverage (as per
Moody's standard adjustments, which include capitalised operating
leases) of 6.0x as of the year ended 26 September 2010.

The stable outlook incorporates Moody's expectation that Palace
will maintain leverage in the 5.5x-5.0x range over the rating
horizon.  This is based on an expected improvement in Palace's
operating performance and selective acquisition activity in line
with the company's strategy to turn around undermanaged parks.
Moody's notes, however, that the rating is relatively weakly
positioned within the rating category and there is limited
tolerance for deviation from Moody's forecast for the company's
operating performance.

Downward pressure on the rating could result from any of these
(all as per Moody's standard adjustments): (i) sustained negative
FCF generation; (ii) sustained leverage significantly above 6x;
and (iii) sustained EBITDA less capital expenditure coverage below
1x.  An increase in leverage to fund distributions to the parent
in the event of pressure at other group entities would also likely
have negative rating implications.  In addition, any concerns
developing over liquidity could exert downward pressure on the
rating.

Upward pressure on the rating could develop if Palace were to
sustain leverage below 5x debt/EBITDA and an FCF/debt ratio of
more than 5%, while maintaining a good liquidity position and a
track record of conservative bolt-on acquisitions.  Nevertheless,
Moody's notes that a change in CFR may result in the introduction
of notching for the senior secured notes rating.

Moody's most recent rating action on Palace was implemented on
Feb. 14, 2011, when the rating agency assigned a provisional (P)B2
CFR, PDR and instrument ratings to the company.

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

Headquartered in California, Palace Entertainment Holdings, LLC,
is an amusement parks operator in the US.  Palace owns and
operates a total of 40 parks including 21 family entertainment
centres, twelve water parks, six theme parks and one animal park.
Palace is an affiliate of Parques Reunidos Servicios Centrales
S.A.U., a Spanish corporation, primarily controlled and indirectly
majority owned by funds managed by Candover Partners Limited, a
UK-based private equity firm.  In the year ended September 26,
2010, the company reported sales of US$260 million and EBITDA (as
reported by the company) of US$78.9 million.


PARTSEARCH TECH: Settles Workers' Suit Over Layoffs
---------------------------------------------------
Dow Jones' DBR Small Cap reports that Partsearch Technologies Inc.
has agreed to pay nearly 200 workers who were abruptly fired last
fall after the Upstate New York company lost its biggest customer.
Conducting such a massive layoff without an early warning, the
employees had argued in bankruptcy court filings, violated a
federal worker protection law.  Partsearch Technologies put the
$183,000 legal settlement -- which distributes most of that money
to 194 workers -- before U.S. Bankruptcy Judge Martin Glenn in
Manhattan on Thursday.  DBR recounts the company laid off most of
its workforce before filing for Chapter 11 bankruptcy protection
in late January, saying it couldn't operate profitably without
business from electronics giant Best Buy Co.  Best Buy referred
customers who had extended warrantees for their purchases to
Partsearch's call center -- an arrangement that provided more than
half of Partsearch's annual revenue.  But Best Buy cut business
ties in October.

                   About Partsearch Technologies

Partsearch Technologies Inc., based in Kingston, New York, offers
parts for consumer electronics and outdoor power equipment.  It
doesn't hold inventory of its own. Inventory comes from suppliers.

Partsearch filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 11-10282) on Jan. 27 after discovering it overcharged its
largest customer Best Buy Co. Inc. by $5.9 million.  William R.
Baldiga, Esq., at Brown Rudnick LLP, in New York, serves as
counsel.  Partsearch disclosed assets for $4 million and total
liabilities of $13 million.


PGI INC: BKD LLP Raises Going Concern Doubt
-------------------------------------------
PGI Incorporated filed its annual report on Form 10-K for the
fiscal year ended Dec. 31, 2010.

BKD, LLP, in St. Louis, Missouri, expressed substantial doubt
about PGI Incorporated's ability to continue as a going concern.
The independent auditors noted that the Company has a significant
accumulated deficit, and is in default on its primary debt,
certain sinking fund and interest payments on its convertible
subordinated debentures and its convertible debentures.

The Company reported a net loss of $4.9 million on $46,000 of
revenue for 2010, compared with a net loss of $4.4 million on
$64,000 of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $1.5 million
in total assets, $59.5 million in total liabilities, and a
stockholders' deficit of $58.0 million.

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

                       http://is.gd/cI5HV4

St. Louis, Mo.-based PGI Incorporated, a Florida corporation, was
founded in 1958, and up until the mid 1990's was in the business
of building and selling homes, developing and selling home sites
and selling undeveloped or partially developed tracts of land.
Over approximately the last 15 years, the Company's business focus
and emphasis changed substantially as it concentrated its sales
and marketing efforts almost exclusively on the disposition of its
remaining real estate.  This change was prompted by its continuing
financial difficulties due to the principal and interest owed on
its debt.

Presently, the most valuable remaining asset of the Company is a
parcel of 366 acres located in Hernando County, Florida.  The
Company also owns a number of scattered sites in Charlotte County,
Florida, but most of these sites are subject to easements which
markedly reduce their value or consist of wetlands of
indeterminate value.  As of Dec. 31, 2010, the Company also owned
seven single family lots, located in Citrus County, Florida.

As of Dec. 31, 2010, the Company had no employees, and all
services provided to the Company are through contract services.


PHH CORP: S&P Changes Outlook to Stable, Affirms 'BB+' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on PHH Corp. to stable from negative.  S&P also affirmed
its ratings on PHH, including its 'BB+' long-term counterparty
credit rating.

Under new management, PHH's financial performance has improved
during the past couple of years.  Margin expansion related
to improving mortgage-industry margins and the repricing of
replacement leases were major factors.  In addition, management's
transformation plans ultimately improved front-end client
management and sales, rationalized operations, and reduced
expenses.  Funding costs for PHH's high-quality fleet-leasing
and prime mortgage assets have likewise been reduced as credit
markets normalized.  Management has also managed its profitability
through adverse mortgage market conditions.  PHH increased market
share to 3.1% of U.S. mortgage-industry originations from 2.1% in
2010 despite a 20% decline in mortgage-industry originations.
Continuing to outperform prevailing mortgage-market trends and
controlling operating expenses will be key for PHH to maintain the
current rating.

As a participant in the mortgage origination and servicing
industry, PHH is exposed to emerging regulatory and legal issues.
Although it is a limiting ratings factor, S&P believes the
company's focus on prime government-sponsored enterprise mortgage
collateral, low delinquency rates in its servicing book relative
to peer institutions, and unique origination channels reduce its
exposure.  For example, PHH has incurred losses related to
representation and warranties; however, the earnings impact has
been relatively minor.  Also, unlike several larger industry
participants, PHH did not declare a foreclosure moratorium in
2010.

In theory, current adverse mortgage-industry conditions pose
significant growth opportunities for PHH by encouraging financial
institutions that lack sufficient scale economies in mortgage
origination and servicing to outsource.  PHH's experience so far
has generally borne out this expectation.  The market's current
focus on prime-quality originations sourced through retail
channels, as well as market demand for advanced servicing
capabilities, have also played to PHH's strengths.

PHH is among the leading providers of fleet-management services,
which includes offering vehicle leasing and related services to
corporations and government agencies.  Relatively steady earnings
from this service-intensive business offset some of the GAAP
earnings variability from PHH's more volatile mortgage origination
and servicing businesses, further supporting the rating.

S&P's stable outlook reflects PHH's good market position in
mortgage and fleet-management outsourcing and its improving
financial performance under new management.  Upward ratings
movement is limited in the medium term by continuing volatility
in the U.S. mortgage market, including uncertainty with regard
to origination levels, pricing trends, and home values, as well as
heighted attention by government officials on mortgage-servicing
practices.  S&P could downgrade PHH if adverse mortgage industry
trends result in materially lower profitability.


PHOENIX COS: S&P Gives Stable Outlook, Affirms 'CCC+' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Phoenix Cos. Inc. and subsidiaries -- Phoenix Life
Insurance Co. and PHL Variable Insurance Co. -- to stable from
negative.  Standard & Poor's also said that it affirmed its 'CCC+'
counterparty credit rating on Phoenix Cos. and its 'BB-'
counterparty credit and financial strength ratings on the
operating subsidiaries.

The outlook revision reflects S&P's view that Phoenix's
capital position has improved, investment portfolio quality
continues to strengthen as other-than-temporary impairments
gradually decline, and the surrender rate has dropped (though
it's still above pricing expectations).  Despite limited
liquidity at the holding company, S&P also expect Phoenix to
have adequate resources to satisfy external obligations -- like
interest expense and claims and benefits payments -- in the near
term, barring any event that weakens the company's liquidity,
like disintermediation risk.  Positive statutory earnings in 2010
allow Phoenix to contribute a maximum of approximately $65 million
to the parent company in 2011 without prior regulatory approval.
Somewhat offsetting these strengths are Phoenix's weak competitive
position and GAAP operating performance, though S&P expects that
both will improve as the company continues to implement its new
strategy and reposition itself.

The counterparty credit rating reflects S&P's view of Phoenix's
ability and likelihood to make timely payments on its debt
obligation.  S&P rates the holding company four notches below the
operating companies, reflecting the holding company's dependence
on dividends from its operating subsidiaries.  The rationale for
the nonstandard notching is that Phoenix Life Insurance is a New
York state-domiciled insurance company, so its dividend capacity
is limited to either statutory earnings or 10% of prior-year
capital -- whichever is less -- and its statutory earnings have
been weak and volatile, though they improved in 2010.  The
$65 million that the operating companies can pay to the holding
company in dividends in 2011 will add liquidity and financial
flexibility to the parent company.  However, significant liquidity
needs caused by disintermediation could reduce Phoenix's ability
to service parent-company obligations.  This is reflected in GAAP
fixed-charge coverage of 0.5x and statutory fixed-charge coverage
of 2.2x.  Debt leverage is 36%, which is in line with the rating
expectations but above S&P's double leverage threshold.

In the longer term, positive statutory earnings are critical to
Phoenix's holding company, in S&P's view, as positive statutory
earnings allow the operating company to contribute capital to the
parent company (to use for debt servicing) without further
regulatory approvals.

S&P revised the outlook to stable from negative, reflecting its
view that the company is gradually improving its financial
profile, though its business profile remains weak.  "In the short
term, S&P expects Phoenix to be able to make timely payments on
all of its obligations, barring any potential liquidity needs,"
said Standard & Poor's credit analyst Patrick Wong.  "In the
longer term, S&P expects Phoenix's repositioning strategy to be
successful and to add new distribution relationships that increase
sales."  S&P expects that improved sales will lead to an increase
in premium income and fee income, which likely will return Phoenix
to positive GAAP operating performance.  With relatively small
sales volume in the short term and a large in-force block of
business, S&P expects Phoenix to continue to produce positive
statutory income.  Investment portfolio quality likely will
continue to improve, and impairments should continue to decline.

S&P would consider lowering the ratings if S&P believes that
Phoenix faces significant challenges in meeting its obligations
on a timely basis, or if its capital adequacy deteriorates.
This could result from a significant liquidity need, which may be
driven by disintermediation risk or lack of dividend contributions
from the operating companies because of regulatory restriction.
S&P would also consider lowering the rating if the company
consistently incurs a statutory loss.  S&P could raise the
counterparty credit rating if statutory coverage improves and
the holding company's cash position strengthens.


PLAINFIELD ASSET: May Need More Time to Return Investors' Money
---------------------------------------------------------------
Plainfield Asset Management may be taking longer to return money
to investors than it has previously said, according to DealFlow
Media's The Distressed Debt Report last week.

On March 1, the Distressed Debt Report said Plainfield Asset
Management sold a direct private investment portfolio, which
includes debt and equity investments, to Paul Capital for about
$150 million.  Plainfield offered the transaction, first reported
by Dow Jones Private Equity Analyst, in the second half of last
year, and agreed to the deal with Paul Capital at year-end.

A Plainfield spokesman confirmed the transaction to The Distressed
Debt Alert.

Houlihan Lokey served as intermediary in the deal.

Distressed Debt Report said the Plainfield spokesman declined to
comment on whether the firm's business development company was
also shopping a senior loan portfolio in a separate transaction,
as was also reported by Dow Jones.


PLAINS EXPLORATION: Moody's Assigns 'B1' Rating to Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Plains
Exploration and Production's proposed $300 million senior
unsecured notes offering due 2021.  PXP's Ba3 Corporate Family
Rating and B1 ratings on its existing senior unsecured notes were
not affected by this action.  The rating outlook is negative.

                        Ratings Rational

"The negative outlook reflects PXP's continuing high level of
leverage," said Francis J. Messina, Moody's Vice-President.  "PXP
has transformed itself over the past two years from a spending
focus on natural gas to oil and liquids.  Now, PXP needs to grow
organic production and reserves."

PXP's leverage is very high for its rating and well within the Caa
range.  Leverage on PD reserves approaches $14.50 per boe, with
debt on average daily production exceeding $36,700.  PXP's rating
is under pressure and faces a downgrade unless debt to PD declines
below $11 per boe with debt to average daily production below
$30,000.

However, PXP has two major debt reduction measures:
(i) monetization of the 51 million shares of MMR stock held as
an investment; and, (ii) sale of its deepwater Gulf of Mexico
assets.  Moody's anticipates these transactions will conclude
within the next 9-12 months.  These measures should reduce total
debt by approximately $500 million to $1 billion.  This level
of debt reduction combined with strong production growth and
competitive reserve replacement costs should bolster its current
rating and move PXP's rating outlook to stable from negative.

In the meantime, the ratings are retained due to PXP's durable
California oil reserve base and supportive oil prices, sound
liquidity, and seasoned management.  Liquids accounts for
approximately 52% of its 93,000 boe/d of production with natural
gas at 48%.  PXP anticipates total liquids production will
continue to grow beyond the 52% of production over the next few
years.  Cash flow is supported through price protection in the
form of 2011 and 2012 production hedges on oil for 40,000
barrels/day at a floor of $80.

PXP's balance sheet reflects the high up-cycle cost history when
PXP transitioned into the Haynesville Shale.  PXP avoided higher
leverage by divesting substantial properties at attractive high
up-cycle asset prices, issuing $648 million of equity and
monetizing deeply in-the-money oil hedges on 40,000 barrels per
day of oil production.  This enabled PXP to fund the $1.1 billion
discounted pre-payment in full of $1.250 billion in capital
spending carry PXP was required to fund on behalf of its
Haynesville Shale joint venture partner, Chesapeake Energy.

The B1 rating on PXP's proposed senior notes reflects both the
overall probability of default of PXP, to which Moody's assigns a
PDR of Ba3, and a loss given default of LGD 4 (64%) under Moody's
Loss Given Default methodology.  PXP also has a $1.4 billion
senior secured credit facility that matures August 2015.  The PXP
notes are rated one notch beneath the Ba3 CFR due to the size of
the credit facility's potential priority claim to PXP's assets.

Moody's last rating action for PXP was on March 24, 2010, when
Moody's assigned a B1 (LGD 4; 64%) note rating to a proposed
$300 million unsecured note offering.

Plains Exploration & Production Company is headquartered in
Houston, Texas.


PLAINS EXPLORATION: S&P Affirms 'BB' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit rating on Houston-based Plains Exploration &
Production Co.  At the same time, S&P revised its outlook on the
rating to stable from negative.  In addition, S&P assigned a 'BB-'
issue-level rating with a '5' recovery rating to the company's
$300 million senior unsecured notes offering.

"The outlook revision reflects the company's improved credit
profile and the prospects for its performance in 2011," said
Standard & Poor's credit analyst Lawrence Wilkinson.  "The
current commodity pricing environment coupled with the realization
of proceeds from the divestiture of PXP's Gulf of Mexico assets
should enable the company to preserve leverage at levels
appropriate for the rating category over the next several
quarters."

Standard & Poor's ratings on PXP reflect its participation in the
highly cyclical exploration and production segment of the oil and
gas industry, aggressive capital spending, modest hedge protection
for natural gas production, and its high degree of acquisitions
and divestitures over recent periods.  Standard & Poor's
assessment also incorporates PXP's midsize and geographically
diversified oil and gas reserve base, significant exposure to
oil production volumes, and pending divestiture of its deepwater
Gulf of Mexico assets, which should strengthen the company's
liquidity position and mitigate the need for external funding in
2011.


POINT BLANK: Shareholder Files Deregistration Order
---------------------------------------------------
BankruptcyData.com reports that David H. Brooks filed with the
U.S. Bankruptcy Court a motion seeking to stay the Court's
granting Point Blank's request to de-register as a public company
pending appeal, suggesting instead that Point Blank obtain "OTC
Pink Current Information" status.  BData says the motion indicated
that Point Blank has not met the criteria for de-registration of
its stock and wants to avoid the roughly $1 million in
professional fees that would be necessary to bring it in
compliance with SEC regulations.  The motion stated
"Deregistration may well result in cessation of all trading in
PBSO shares; and it will certainly result in a loss of shareholder
value through decreased market price."

                          About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No.
10-11255).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel
to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP
serves as corporate counsel.  T. Scott Avila of CRG Partners Group
LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as
co-counsel.


POINT BLANK: Ex-CEO's Brother Sues Current Exec for $7MM
--------------------------------------------------------
Bankruptcy Law360 reports that the brother of the former head of
Point Blank Solutions Inc. filed a lawsuit Wednesday in New York
state court against the company's acting chief executive,
challenging a plan to deregister the company.

According to Law360, the complaint filed by Jeffrey R. Brooks in
the Supreme Court for the State of New York, County of New York,
takes issue with plans to deregister the company.

Dow Jones' DBR Small Cap reports that Mr. Brooks is suing the
body-armor maker's current CEO for $7 million, accusing him of
failing to abide by federal reporting requirements in an attempt
to wrest value from shareholders.

                         About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No.
10-11255).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel
to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP
serves as corporate counsel.  T. Scott Avila of CRG Partners Group
LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as
co-counsel.


POLI-GOLD, L.L.C.: Wants Plan Filing Period Extended to June 15
---------------------------------------------------------------
Poli-Gold, L.L.C., asks the United States Bankruptcy Court for the
District of Arizona to extend through and including:

   (a) June 15, 2011, the Debtor's exclusive period within which
       it may file a Plan of Reorganization and Disclosure
       Statement; and

   (b) August 15, 2011, the deadline for the Debtor to solicit
       acceptances of that Plan.

David Wm. Engelman, Esq., at Engelman Berger, P.C. in Phoenix,
Arizona -- dwe@eblawyers.com -- asserts that the Debtor has been
working with its primary secured creditor to formulate a
consensual plan of reorganization, and has not, therefore, focused
on drafting a unilateral plan.  He tells the Court that the Debtor
sought the secured creditor's consent to the request, has not yet
heard back on that request and is not expecting to receive
opposition to the request.

This is the first request for an extension of the exclusivity
period, and the Debtor seeks a limited extension for 90 days, Mr.
Engelman contends.  He insists that the request is not being filed
for purposes of delay, and no creditors will be prejudiced by a
90-day extension of the 120-day exclusivity period.

                         About Poli-Gold

Fort Mohave, Arizona-based Poli-Gold, LLC, owns a cabin and RV
resort in Panguitch, Utah.  It also owns a commercial
building/warehouse/storage facility in Fort Mohave, Arizona, as
well as a commercial property in Lake Havasu City, Arizona, and
some vacant lots in Kingman, Arizona.

Poli-Gold filed for Chapter 11 bankruptcy protection on November
17, 2010 (Bankr. D. Ariz. Case No. 10-37018).  Engelman Berger,
P.C., serves the Debtor as bankruptcy counsel.  In its schedules,
the Debtor disclosed assets of $30,384,943 and liabilities of
$14,401,515 as of the petition date.


PRESTIGE BRANDS: S&P Affirms Corporate Credit Rating at 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Irvington, N.Y.-based Prestige Brands
Inc.  At the same time, S&P revised its outlook on the company to
negative from stable.

S&P also affirmed its 'BB' senior secured issue ratings (two
notches higher than the corporate credit rating) and its 'B'
senior unsecured debt rating.  The recovery ratings on the
company's debt remain unchanged.

"While Prestige Brands' operating performance has remained in line
with S&P's expectations, the outlook revision to negative reflects
its view that financial covenant cushion will tighten and could
fall below 10% in fiscal 2012 -- ending March 31, 2012," said
Standard & Poor's credit analyst Mark Salierno.  This could occur
following a step-down of the company's maximum leverage covenant
to 4.0x (from 4.3x currently) for the first fiscal quarter ended
June 30, 2011.  As a result of higher debt incurred to fund the
recent acquisitions of Blacksmith Brands and Dramamine, S&P
estimates pro forma adjusted total debt to EBITDA for the 12
months ended Dec. 31, 2010, to be approximately 3.8x, compared
with leverage in the 3.0x area prior to the acquisitions.

"Based on S&P's expectation for incremental brand spending in
fiscal 2012," added Mr. Salierno, "S&P currently estimate the
company will maintain leverage in the mid- to high-3x area over
the next several quarters."  As a result, S&P believes covenant
cushion could tighten to below 10% in the second and third
quarters of fiscal 2012.


REALOGY CORP: Bank Debt Trades at 6% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 94.07 cents-on-the-
dollar during the week ended Friday, March 25, 2011, a drop of
0.53 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 10, 2016, and
carries Moody's 'B1' rating and Standard & Poor's 'B-' rating.
The loan is one of the biggest gainers and losers among 182 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at Sept. 30, 2010, showed $2.67
billion in total assets, $9.14 billion in total liabilities, and a
stockholders' deficit of $981.0 million.

It has 'Caa2' corporate family rating and 'Caa3' probability of
default rating, with positive outlook, from Moody's.  The rating
outlook is positive.  Moody's said in January 2011 that the 'Caa2'
CFR and 'Caa3' PDR reflects very high leverage, negative free cash
flow and uncertainty regarding the timing and strength of a
recovery of the residential housing market in the US.  Moody's
expects Debt to EBITDA of about 14 times for the 2010 calendar
year.  Despite the recently completed and proposed improvements to
the debt maturity profile, the Caa2 CFR continues to reflect
Moody's view that current debt levels are unsustainable and that a
substantial reduction in debt levels will be required to stabilize
the capital structure.

In February, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  The
rating outlook is positive.


RESOURCE TECHNOLOGY: Energy Credits Gave Rise to Admin. Claim
-------------------------------------------------------------
WestLaw reports that a Chapter 7 debtor's obligation, as an
alternate energy producer that had been receiving payment for its
energy at an enhanced rate pursuant to a program whereby the state
granted certain tax credits to utilities that entered into
contracts to purchase its energy at this enhanced rate, to
reimburse the state for tax credits granted when it ceased to
operate as alternate energy producer, was payable on a priority
basis as an administrative expense of estate.  The debt arose
postpetition, when the debtor's production ceased, and was a
necessary cost beneficial to estate, because the tax credits
enabled the debtor to obtain payment for its energy at the higher
rate.  In re Resource Technology Corp., --- B.R. ----, 2011 WL
573815 (N.D. Ill.) (Kennelly, J.).

A copy of the Honorable Matthew F. Kennelly's Memorandum Opinion
in In re Resource Technology Corp., Case No. 10-cv-04703 (N.D.
Ill.), dated Feb. 10, 2011, is available at
https://ecf.ilnd.uscourts.gov/doc1/06718991375 at no charge.  The
District Court's decision affirms the bankruptcy court's order
allowing the State of Illinois a $175,000 administrative claim on
account of the postpetition tax credits.

Resource Technology Corporation was in the business of collecting
gas emitted from garbage landfills and either selling it or
converting it into electricity.  RTC had contracts with the owners
of several Illinois landfills that gave it the exclusive right to
develop and install gas-to-energy conversion projects at the
landfills.  By 1999 the company became the subject of an
involuntary Chapter 7 petition.  For a time during the course of
the lengthy bankruptcy proceedings, RTC's case proceeded under
Chapter 11 as a reorganization, but as the prospects for RTC's
recovery grew increasingly dim, the bankruptcy court converted the
case back into a Chapter 7 proceeding.  The bankruptcy court
appointed a Chapter 11 trustee in 2003.  On Sept. 21, 2005, the
bankruptcy court converted the case to a Chapter 7 proceeding and
appointed a Chapter 7 trustee.


RIVER ISLAND: Has Until March 28 to File Schedules and Statements
-----------------------------------------------------------------
The Hon. Raymond B Ray of the U.S. Bankruptcy Court for the
Southern District of Florida granted River Island Farms, Inc.,
until March 28, 2011, to file its schedules and statement of
financial affairs.

Fort Lauderdale, Florida-based River Island Farms, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 11-
15410) on Feb. 28, 2011   Martin L. Sandler, Esq., at Sandler &
Sandler By M. L. Sandler, P.A., serves as the Debtor's bankruptcy
counsel.  The Debtor estimated assets and debts at $10 million
to $50 million.


ROBB & STUCKY: Files Schedules of Assets & Liabilities
------------------------------------------------------
Robb & Stucky Limited LLLP has filed with the U.S. Bankruptcy
Court for the District of Middle Florida its schedules of assets
and liabilities, disclosing:

   Name of Schedule                   Assets       Liabilities
   ----------------                   ------       -----------
A. Real Property                  $7,895,681
B. Personal Property             $69,809,400
C. Property Claimed as Exempt
D. Creditors Holding
   Secured Claims                                  $44,686,784
E. Creditors Holding Unsecured
   Priority Claims                                 $15,409,295
F. Creditors Holding Unsecured
   Non-priority Claims                             $31,763,046
                                  -----------      -----------
      TOTAL                       $77,705,081      $91,859,125

                        About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  The Debtor
estimated its assets and debts at $50 million to $100 million.


ROBB & STUCKY: Obtains Second Interim Order to Avail of DIP Loan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
issued a second order authorizing Robb & Stucky Limited LLLP to
continue to obtain interim debtor-in-possession financing and
other extensions of credit from Bank of America, N.A.

Bank of America has committed to provide up to $25 million secured
revolving credit facility, which will be secured by all personal
property of Robb & Stucky.

As security for Robb & Stucky's obligations under the DIP
financing, Bank of America will have continuing security interests
in and liens upon all of the collateral excluding avoidance claims
and avoidance proceeds, according to the second interim order.

The court order also provides that all DIP obligations will have
administrative priority and will constitute an allowed
superpriority claim over all other administrative expenses in Robb
& Stucky's case, provided that the superpriority claim will not
attach to or be payable from avoidance claims or proceeds.

The Bankruptcy Court overruled and denied all objections to the
proposed DIP financing that have not been withdrawn, waived or
resolved at or before the March 8, 2011 hearing.

The second interim order also provides that until all conditions
on the use of cash collateral have been satisfied, Robb & Stucky
will not be authorized to use the cash collateral for any purpose
except for purposes and in amounts stated in the budget, subject
to the right of CIRS Financing LLC and CIRS Management LLC to
object to the budget or the use of cash collateral.

After the prepetition first lien debt and the DIP obligations have
been paid in full, the DIP facility has terminated, and the other
cash collateral conditions have been satisfied, Robb & Stucky may
continue to use the cash collateral in accordance with the budget
that is approved by the CIRS entities or ordered by the Bankruptcy
Court.

                        About Robb & Stucky

Sarasota, Florida-based Robb & Stucky Limited LLLP -- dba Robb &
Stucky; Robb & Stucky Interiors; Fine Design Interiors, a division
of Robb & Stucky; Robb & Stucky Patio; R&S Home of Fine
Decorators; and Home of Fine Design by Robb & Stucky -- is a
retailer of upscale, high-end, interior-design-driven home
furnishings in the U.S.  It filed for Chapter 11 bankruptcy
protection on Feb. 18, 2011 (Bankr. M.D. Fla. Case No. 11-02801).
Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
PA, serve as the Debtor's bankruptcy counsel.  FTI Consulting,
Inc., is the Debtor's advisor and Kevin Regan is the Debtor's
chief restructuring officer.  Bayshore Partners, LLC, is the
Debtor's investment banker.  AlixPartners, LLP, serves as the
Debtor's communications consultants.  Epiq Bankruptcy Solutions,
LLC, serves as the Debtor's claims and notice agent.  The Debtor
estimated its assets and debts at $50 million to $100 million.


ROCK & REPUBLIC: VF Corp. Receives Plan Approval to Buy Names
-------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
VF Corp., the manufacturer of Lee and Wrangler jeans, won court
approval to buy the brand names and intellectual property from
Rock & Republic Enterprises Inc.  The bankruptcy judge signed a
confirmation order on March 23 approving Rock & Republic's
liquidating Chapter 11 plan.  VF, based in Greensboro, North
Carolina, is paying $57 million in cash.  It was a proponent of
the plan, along with the company and the official creditors'
committee.  The inventory, stores and other assets that VF isn't
buying are being transferred to a liquidating trust under the
plan.

                     About Rock & Republic

Rock & Republic Enterprises, Inc., is a wholesale and retail
apparel company specializing in an avant-garde and distinctive
line of clothing.  Rock & Republic Enterprises, Inc., and Triple
R, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
Nos. 10-11728 and 10-11729) on April 1, 2010, represented by
attorneys at Todtman, Nachamie, Spizz & Johns, P.C. in New York.
Manderson, Schaefer & McKinlay, LLP, is the Company's special
corporate counsel.  Rosen Seymour Shapss Martin & Company LLC
serves as the Debtors' Forensic Accountants.  Donlin Recano serves
as claims and noticing agent.  The Company estimated $50 million
to $100 million in assets, and $10 million to $50 million in
liabilities.

The Official Committee of Unsecured Creditors is represented by
Robert M. Hirsh, Esq., at Arent Fox LLP, and Schuyler G. Carroll,
Esq., at Perkins Coie LLP, as bankruptcy counsel.


RQB RESORT: Judge Stands by $132MM Valuation for Sawgrass Resort
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Judge Paul M. Glenn denied
the owner of Sawgrass Marriott Resort & Cabana Club's bid to put a
new price tag on the Florida resort, instead standing by its
earlier $132 million valuation and mortgage lender Goldman Sachs
Mortgage Co. -- the resort owner's adversary in the valuation
dispute.  Judge Glenn on Thursday signed an order declining to
re-evaluate the resort's value, despite a January plea for
reconsideration by owner RQB Resort LP.  According to DBR, Judge
Glenn spent one month reviewing evidence offered up at a Feb. 23
hearing, where RQB pushed for a drop in the valuation.  In court
papers, the company claimed that Judge Glenn had erred in agreeing
with Goldman Sachs' $132 million figure.  The true value of the
resort is lower, RQB argued, because Goldman Sachs' number
included the value of 450 memberships to the resort's championship
golf course.  According to RQB Resort, such memberships haven't
yet been created and therefore can't be included in the valuation.

As reported by the Troubled Company Reporter on Jan. 11, 2011,
Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
Judge Glenn ruled officially that Sawgrass Marriott Resort is
worth $132 million.  After a two-day trial in December, Judge
Glenn adopted Goldman Sachs's opinion about the value of the
property.  RQB Resort LP, the resort's owner, wanted the judge to
rule that it's worth $88.9 million.  Lender Goldman Sachs is owed
$193 million.

                         About RQB Resort

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596).
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.  The Company estimated its assets and debts at
$100 million to $500 million in its Chapter 11 petition.


RUSSELL NECAISE: Case Closed to Halt Post-Confirmation UST Fees
---------------------------------------------------------------
WestLaw reports that while an individual Chapter 11 debtor was not
entitled to an early discharge prior to completion of his plan
payments, the case was "fully administered" and could be closed to
prevent continued accrual of quarterly fees to the United States
Trustee, subject to being reopened in the future to permit entry
of a discharge order.  The confirmation order had become final,
and the debtor had assumed the business and management of property
to be dealt with under the plan.  The debtor had commenced
distributions under plan, and there were no pending motions,
contested matters, or adversary proceedings to be resolved.
Indeed, all that remained to be accomplished was liquidation of
three assets, for which court approval was not required.  In re
Necaise, --- B.R. ----, 2010 WL 3294692 (Bankr. S.D. Miss.)
(Olack, J.).

A copy of the Honorable Nail P. Olack's Memorandum Opinion dated
Aug. 20, 2010, is available at http://is.gd/g2t6vDfrom
Leagle.com.

Russell Raymond Necaise, Jr., of Pass Christian, Miss., filed a
chapter 11 petition (Bankr. S.D. Miss. Case No. 09-50322) on Feb.
23, 2009, represented by William J. Little, Jr., Esq., at Lentz &
Little, P.A., in Gulfport, Miss., and estimating assets and debts
between $1 million and $10 million.  The Bankruptcy Court
confirmed Mr. Necaise's Second Amended Plan of Reorganization on
Dec. 18, 2009, under which the debtor would liquidate certain
assets and distribute 80% of the sale proceeds to creditors to
satisfy their claims.


RYLAND GROUP: Board Approves 2011 Equity and Incentive Plan
-----------------------------------------------------------
The Ryland Group, Inc.'s Board of Directors approved the 2011
Equity and Incentive Plan as recommended by the Compensation
Committee and subject to approval by the stockholders of the
Company.  On or about March 14, 2011, the Company made available a
proxy statement to its stockholders describing the matters to be
voted on at the annual meeting to be held on April 27, 2011,
including the approval of the 2011 Plan.

After preparation of the proxy statement, Ryland decided to amend
the definition of a change in control included in the 2011 Plan
and clarified the prohibitions on repricing under the 2011 Plan.

A copy of the 2011 Plan, as revised with these modifications, is
available for free at http://is.gd/8xt9Sk

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company's balance sheet at Dec. 31, 2010 showed $1.65 billion
in total assets, $1.09 billion in total liabilities, and
$561.66 million in total equity.

                           *     *      *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


SATELITES MEXICANOS: Majority of Noteholders OK Chapter 11 Plan
---------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V. announced on March 25, 2011,
that in connection with the implementation of a comprehensive
recapitalization to be effected through a prepackaged plan of
reorganization to be filed in the United States Bankruptcy Court
for the District of Delaware, holders representing more than 66
2/3% of the aggregate outstanding principal amount of the
Company's First Priority Senior Secured Notes due 2011 executed a
restructuring support agreement.

On Jan. 25, 2011, Satmex announced that it had reached an
agreement with the holders of more than two-thirds of the
outstanding principal amount of its 10 1/8% Second Priority Senior
Secured Notes due 2013 to support the Prepackaged Plan.

The Supporting First Priority Noteholders agreed, among other
things, to:

   (i) waive or forbear from exercising their rights under
       their respective First Priority Notes (and not to
       direct the First Priority Indenture Trustee to exercise
       any such rights) and, when solicited;

  (ii) vote all First Priority Notes beneficially held by
       them in favor of the Prepackaged Plan.  Additionally,
       the Supporting First Priority Noteholders agreed not
       to opt out of the releases to be provided in the
       Prepackaged Plan (or, in the event the releases are
       structured to require an opt in, will opt into such
       releases). T

The Supporting First Priority Noteholders further agreed not to
vote for or support any alternative transaction and to consent to
certain adequate protection.  The agreements of the Supporting
First Priority Noteholders are several and not joint and are
subject to certain conditions contained in the FPN Restructuring
Support Agreement.

A supplement to the Disclosure Statement for the Prepackaged Plan
regarding the FPN Restructuring Support Agreement and, separately,
certain other information concerning elections to be made under
the Prepackaged Plan by holders of Second Priority Notes, will be
delivered to creditors solicited to vote on the Prepackaged Plan
through their respective brokers and nominees.  This supplement
has also been posted to the Company's Web site at
http://www.satmex.com/index1.php.

As announced on Feb. 28, 2011, Satmex has also entered into a
commitment letter with Jefferies Finance LLC providing for $325
million of committed senior secured exit financing, which may be
used, along with the proceeds of the previously-announced $96.25
million fully-backstopped rights offering of equity securities to
holders of Second Priority Notes, to, among other things, repay
the First Priority Notes as outlined in the Prepackaged Plan and
fund the timely completion of Satmex 8, a satellite scheduled to
be launched in 2012 to replace the Company's Satmex 5 satellite.

As part of the implementation of the Prepackaged Plan, Satmex and
its subsidiaries Alterna'TV Corporation and Alterna'TV
International Corporation, on March 8, 2011 commenced a
solicitation of votes on the Prepackaged Plan from holders of
record as of March 3, 2011, of the Company's First Priority Notes
and the Second Priority Notes.  The solicitation period will
expire on April 4, 2011.

                         About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
satellite service provider in Latin America.  Satmex's fleet
offers hemispheric and regional coverage throughout the Americas.

Satmex's balance sheet as of June 30, 2010, showed US$438.29
million in assets, US$516.55 million in liabilities, and a
US$78.26 million shareholder's deficit.

Satmex had a net loss of US$6.12 million on US$53.06 million of
revenue for the six months ended June 30, 2010, compared with a
net loss of US$8.81 million on US$50.35 million of revenue for six
months ended June 30, 2009.

Satmex has a 'C' issuer rating and 'Ca' long term corporate family
rating, with negative outlook, from Moody's Investors Service.


SEAHAWK DRILLING: CEO Calls Bankruptcy "Preventable"
----------------------------------------------------
Randy Stilley, president and chief executive of Seahawk Drilling,
wrote in the Opinions section of The Washington Post that
Seahawk's bankruptcy was preventable.  Calling the bankruptcy a
"devastating decision," Mr. Stilley said it was "the culmination
of a long period in which we found our customers unable to secure
permits for work in the Gulf of Mexico despite the fact that both
our industry and our company have excellent safety records. In the
11 months after the Deepwater Horizon accident, it became clear
that Seahawk's greatest rival was no longer our industry
competitors but the U.S. government."  A copy of the article is
available at http://is.gd/p0wHFE

                     About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.

The Company and several affiliates filed for Chapter 11 bankruptcy
protection on Feb. 11, 2011 (Bankr. S.D. Tex. Lead Case Nos.
11-20089).  The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.

Berry D. Spears, Esq., and Johnathan Christiaan Bolton, Esq., at
Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy
counsel.  Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serves
as the Debtors' co-counsel.  Alvarez and Marsal North America,
LLC, is the Debtors' restructuring advisor.  Simmons And Company
International is the Debtors' transaction advisor.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Judy A. Robbins, U.S. Trustee for Region 7, appointed three
creditors to serve on an Official Committee of Unsecured Creditors
of Seahawk Drilling Inc. and its debtor-affiliates.  Heller,
Draper, Hayden, Patrick & Horn, L.L.C., represents the creditors
committee.

The U.S. Trustee also established an Official Committee of Equity
Security Holders, which is represented by Charles R. Gibbs, Esq.
-- cgibbs@akingump.com -- at Akin Gump Strauss Hauer & Feld LLP.
The Equity Panel also tapped Duff & Phelps Securities, LLC, as its
financial advisors.

Seahawk filed for Chapter 11 bankruptcy with a contract for
selling the business to competitor Hercules Offshore Inc. under
in a transaction valued at $105 million.  The price includes
$25 million cash and 22.3 million Hercules shares.  Seahawk said
the sale should pay funded debt and trade suppliers in full.


SEAVIEW PLACE: Hearing for $300,000 DIP Loan Today
--------------------------------------------------
Dow Jones' DBR Small Cap reports that the developer behind Seaview
Place at Gulf Landings is seeking approval of a loan it says is
vital to maintaining its luxury condominium on Florida's Gulf
coast.  The U.S. Bankruptcy Court in Tampa, Fla., will consider
allowing Seaview Place Developers Inc. to tap into a $300,000 loan
on Monday.

DBR says the loan will serve as a key supplement to the revenues
the company generates from monthly rent and maintenance fees at
its condo.  Gulf Landings Loan LLC, a newly formed company that's
indirectly owned and controlled by Seaview's principals, is
offering the loan, without which the company said it would suffer
"immediate and irreparable" harm.

"In that instance, the debtor would be unable to procure the goods
and services required to maintain and operate the Seaview project
and its amenities, thereby diminishing the value of the Seaview
project to the detriment of its creditors and other stakeholders,"
the company said in court papers, according to DBR.

                       About Seaview Place

Seaview Place Developers, Inc., in Clearwater Beach, Florida,
filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No.
11-05126) on March 22, 2011, represented by David S. Jennis, Esq.,
and Chad S. Bowen, Esq., at JENNIS & BOWEN, P.L., in Tampa.  The
Debtor scheduled assets of $24,769,500 and debts of $15,147,744.


SEQUOIA PARTNERS: U.S. Trustee Forms 5-Member Creditors Committee
-----------------------------------------------------------------
Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five
members to the official committee of unsecured creditors in
the Chapter 11 case of Sequoia Partners, LLC.

The Creditors Committee members are:

1. Huges, Rote, Brouhard & Thorpe, LLP, chairperson
   Attn: Frank C. Rote, III
   612 NW 5th Street
   Grants Pass, OR 97526
   Tel: (541) 479-2678
   Fax: (541) 479-7485
   E-mail: frank.rote@southernoregonlawyer.com

2. C Hillebrand Ranch Corp
   Attn: Joseph E. Kellerman
   717 Murphy Road
   Medford, OR 97504
   Tel: (541) 779-8900
   Fax: (541) 773-2635
   E-mail: jek@roguelaw.com

3. Troon Golf, L.L.C.
   Attn: Jeffrey L. Hansen
   15044 N Scottsdale Rd., Suite 300
   Scottsdale, AZ 85254
   Tel: (480) 477-0439
   Fax: (480) 477-0639
   E-mail: jhansen@troongolf.com

4. Michael Bird
   P.O. Box 10
   Grants Pass, OR 97528
   Tel: (541) 474-0477
   E-mail: mjbird09@gmail.com

5. Clearwater Technologies, LLC
   Attn: Brian Thompson
   111 Haines Lane
   Merlin, OR 97532
   Tel: (541) 471-6226
   Fax: (541) 476-7748
   E-mail: Brian@clrwtech.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

The U.S. Trustee is represented:

     Ronald C. Becker, Esq.
     Office of the United States Trustee
     Wayne E. Morse Federal Courthouse
     405 East Eighth Avenue, Room 1100
     Eugene, OR 97401
     Tel: (541) 465-6330

                    About Sequoia Partners, LLC

Grants Pass, Oregon-based Sequoia Partners, LLC, filed for Chapter
11 bankruptcy protection (Bankr. D. Ore. Case No. 10-67547) on
Dec. 29, 2010.  Tara J. Schleicher, Esq., at Farleigh Wada Witt
Attorneys, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated assets at $50 million to $100 million and debts at
$10 million to $50 million.


SHERWOOD FARMS: Court Set Status Hearing on June 29 for Plan
------------------------------------------------------------
The Hon. Karen Jennemann of the U.S. Bankruptcy Court for the
District of Florida set a status hearing on June 29, 2011, at
11:00 a.m., for the second amended Chapter 11 plan and second
amended disclosure statement of Sherwood Farms Inc.

As reported by the Troubled Company Reporter on December 14, 2010,
Judge Jennemann rejected Sherwood Farms and Sherwood Investments
Overseas Limited Incorporated's disclosure statement explaining a
prior version of their plan.

According to the Disclosure Statement, the Plan provides that the
Debtors will continue to operate their existing businesses with
low operating expenses.  The Reorganized Debtors will execute new
notes, mortgages, and security agreements with Centennial Bank,
formerly known as Old Southern Bank, based, in part on adjusted
property values that reflect the reduced market value of the
lender's secured interest in its collateral.  The Debtors
contemplates paying claims and equity interests over time from
cash flow generated from its core operations along with the
reduction in cash flow demands from the new secured obligations.

Under the Plan, holders of allowed secured claims will receive
payment equal to 100% of their allowed secured claims, over time.
Holders of allowed unsecured claims will receive pro rata
distribution from the net adversary proceeds.  Equity interests in
he Debtors will remain unchanged.

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

                       About Sherwood Farms

Groveland, Florida-based Sherwood Farms, Inc., owns and operates
an orchid farm from its real property in Lake County, Florida.
The Company filed for Chapter 11 bankruptcy protection on Jan. 15,
2010 (Bankr. M.D. Fla. Case No. 10-00578).  Mariane L. Dorris,
Esq., at Latham Shuker Eden & Beaudine LLP, in Orlando, Fla.,
assists the Debtor in its restructuring effort.  The Company
estimated its assets and debts at $10 million to $50 million.

An affiliate, Sherwood Investments Overseas Limited Incorporated,
filed a separate Chapter 11 petition on Jan. 15, 2010 (Bankr. M.D.
Fla. Case No. 10-00584).  Latham Shuker also represents the
affiliate as counsel.  At the time of the filing, the affiliate
also estimated its assets and debts at $10 million to $50 million.


SIRIUS XM: Offers to Purchase 3-1/4 Convertible Notes Due 2011
--------------------------------------------------------------
Sirius XM Radio Inc. filed with the U.S. Securities and Exchange
Commission a Schedule TO relating to its offer to purchase any and
all of the Company's outstanding 3 1/4% Convertible Notes due 2011
for cash, at a purchase price equal to $1,007.50 per $1,000
principal amount of the Notes purchased upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated
March 24, 2011 and the related Letter of Transmittal.  The
Company's obligation to accept for payment, and to pay for, the
Notes validly tendered and not validly withdrawn pursuant to the
Offer is subject to satisfaction of the applicable conditions
described in the Offer to Purchase.

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

                        http://is.gd/ahfcWq

                       About Sirius XM Radio

Based in New York, Sirius XM Radio Inc. has two principal wholly
owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite
CD Radio Inc.  XM Satellite Radio Holdings Inc. owns XM Satellite
Radio Inc., the operating company for the XM satellite radio
service.  Satellite CD Radio Inc. owns the Federal Communications
Commission license associated with the SIRIUS satellite radio
service.  XM Satellite Radio Inc. owns XM Radio Inc., the holder
of the FCC license associated with the XM satellite radio service.

In July 2008, the Company's wholly owned subsidiary, Vernon Merger
Corporation, merged with and into XM Satellite Radio Holdings Inc.
and, as a result, XM Satellite Radio Holdings Inc. became Sirius'
wholly owned subsidiary.

The Company's balance sheet at Dec. 31, 2010 showed $7.38 billion
in total assets, $7.17 billion in total liabilities and
$207.64 million in stockholders' equity.

                           *     *     *

Sirius carries (i) a 'BB-' corporate credit rating from Standard &
Poor's and (ii) 'B3' corporate family rating and 'B2' probability
of default rating from Moody's.

In October 2010, Moody's said the upgrade of Sirius XM's CFR to
'B3' from 'Caa1' reflects Moody's view that EBITDA (incorporating
Moody's standard adjustments) less capital spending to interest
expense will grow and comfortably exceed 1x in 2011, reflecting
higher than anticipated subscribers and revenue and reduced debt
service and programming costs.  As announced on October 1, 2010,
the company expects to add more than 1.3 million subscribers in
FY2010, bringing the year end total to 20.1 million and exceeding
prior expectations.  Despite high churn in the subscriber base,
vulnerability to cyclical consumer spending, and increasing
wireless competition, Moody's believe subscriptions will grow
through the end of 2011 as the economy and automotive sales
recover.  Heightened capital spending related to the ongoing
construction and launch of two satellites will likely limit free
cash flow generation in 2011.  The rating also reflects the
company's sizable debt burden as well as the need to invest
significantly in programming, marketing, launching new services,
and maintaining a satellite fleet to attract subscribers in
addition to delivering content.

As reported by the Troubled Company reporter on Dec. 14, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio and its subsidiaries, XM Satellite Radio
Holdings Inc. and XM Satellite Radio Inc. (which S&P analyze on a
consolidated basis), to 'BB-' from 'B+'.  The rating outlook is
stable.  "The action reflects the company's improving operating
performance, declining debt leverage, and the prospects for
continued improvement in credit measures for full-year 2010 and
2011," explained Standard & Poor's credit analyst Hal Diamond.


SMITHFIELD FOODS: S&P Raises Corporate Credit Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
ratings, including the corporate credit rating to 'B+' from
'B-', on Smithfield Foods Inc. At the same time, S&P removed
all ratings from CreditWatch, where they were placed with
positive implications on Jan. 13, 2011, following the company's
announcement of a $450 million bond tender offer.  The outlook
is positive.  Smithfield Foods had $2.1 billion in reported
debt outstanding, pro forma for its bond tenders totaling
$390.9 million of face value.

S&P also raised the issue-level ratings on the company's senior
secured debt to 'BB' from 'B+' (two notches above the corporate
credit rating).  The '1' recovery rating on this debt remain
unchanged, indicating S&P's expectation for very high (90%-100%)
recovery in the event of a payment default.

In addition, S&P raised the issue-level ratings on the company's
senior unsecured debt to 'B+' from 'B-' (the same as the corporate
credit rating), and revised the recovery ratings on this debt to
'3' from '4'.  The '3' recovery rating indicates S&P's
expectations for average (50%-70%) recovery in the event of a
payment default.

"The revised recovery ratings reflect S&P's opinion that recovery
prospects for senior unsecured lenders and noteholders have
improved following the company's debt repayments totaling about
$900 million since August 2010," explained Standard & Poor's
credit analyst Christopher Johnson.

"The upgrade and positive outlook reflect Smithfield's recent debt
reduction totaling about $900 million since August 2010," said Mr.
Johnson, "along with S&P's opinion that higher hog/pork pricing
should result in continued EBITDA growth for Smithfield over the
remainder of fiscal 2011 and into fiscal 2012." The latest USDA
World Agriculture Supply and Demand Estimates projects hog prices
to improve by about 10% year over year to $59-$63 per
hundredweight (cwt) in 2011.

"Similarly, S&P expects pork prices for bellies, hams, and trim to
continue to grow in 2011 as export demand remains relatively
strong," added Mr. Johnson, "while still-tight domestic supplies
should support domestic demand, albeit at somewhat tighter margins
for Smithfield (especially in its higher margin packaged meats
business)."


SONJA TREMONT: Wins Court Nod to Retain Kozberg as Special Counsel
------------------------------------------------------------------
Sonja Tremont-Morgan sought and obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Kozberg & Bodell LLP as special counsel nunc pro tunc to Nov. 17,
2010.

Ms. Tremont-Morgan sought the retention of Kozberg & Bodell to
represent her in connection with the prosecution of her claims
against her former attorneys Eric George and Gene Williams, and
their firm Browne Woods George LLP.  The lawyers have been accused
of negligence and legal malpractice.

The claims were pending at the time of Ms. Tremont-Morgan's
Chapter 11 filing, and in accordance with California law, are
first subject to arbitration.

Kozberg & Bodell will be compensated for its services on a
contingency fee basis in accordance with the terms of an agreement
with Ms. Tremont-Morgan.

Pursuant to the agreement, Kozberg & Bodell will receive 33 1/3%
of any fees recovered if the matter is resolved within 90 days
preceding the first scheduled heating date, or 40% thereafter, net
of any unpaid costs or costs advanced by counsel.

                    About Sonja Tremont-Morgan

New York City-based Sonja Tremont-Morgan filed for Chapter 11
protection on Nov.  17, 2010 (Bankr. S.D.N.Y Case No. 10-16132).
The Debtor disclosed $13,458,749 in assets and $19,839,501 in
liabilities as of the Chapter 11 filing.


SONJA TREMONT: Wins Approval to Retain Clifford as Special Counsel
------------------------------------------------------------------
Sonja Tremont-Morgan sought and obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Clifford Chance USA as her special appellate counsel nunc pro tunc
to Nov. 17, 2010.

Ms. Tremont-Morgan tapped the firm to represent her in connection
with her appeal of a judgment obtained by Hannibal Pictures Inc.
in the California District Court in the sum of $7,066,297.

The appeal is pending in the Ninth Circuit Court of Appeals in San
Francisco.  A consent order modifying the automatic stay to allow
the prosecution of the appeal was entered on March 10, 2011.

                    About Sonja Tremont-Morgan

New York City-based Sonja Tremont-Morgan filed for Chapter 11
protection on Nov. 17, 2010 (Bankr. S.D.N.Y Case No. 10-16132).
The Debtor disclosed $13,458,749 in assets and $19,839,501 in
liabilities as of the Chapter 11 filing.


SOUTHWEST GEORGIA: Court Approves Epiq as Claims & Notice Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia
authorized Southwest Georgia Ethanol LLC to employ Epiq Bankruptcy
Solutions, LLC, as claims, noticing, and balloting agent, nunc pro
tunc to the Petition Date.

According to the Troubled Company Reporter on Feb. 4, 2011, Epiq
will, among other things:

     a. assist the Debtor with the compilation, administration,
        evaluation and production of documents and information
        necessary to support a restructuring effort;

     b. prepare and serve notices required in the Debtor's
        Chapter 11 bankruptcy case;

     c. create and maintain the official claims registers; and

     d. mail and tabulate ballots for purposes of plan voting.

Epiq will be paid based on the rates of its professionals:

        Clerk                              $36-$54
        Case Manager (Level 1)             $112-$157
        IT Programming Consultant          $126-$171
        Case Manager (Level 2)             $166-$198
        Senior Case Manager                $202-$247
        Senior Consultant                    $265

A copy of Epiq's services agreement with the Debtor is available
for free at:

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

Joseph N. Wharton, Vice President and Senior Consultant of Epiq,
assured the Court that the firm is a "disinterested person" as
that term defined in Section 101(14) of the Bankruptcy Code.

                About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany,
Georgia, on Feb. 1, 2011.

The Debtor owns and operates an ethanol production facility
located on 267 acres in Mitchell County, Georgia, producing
100 million gallons of ethanol annually.  Ethanol production
operations commenced in October 2008.  Revenue was $168.9 million
for fiscal year ended Sept. 30, 2010.  The Debtor said
profitability and liquidity have been materially reduced by
unfavorable fluctuations in commodity prices for ethanol and corn.

John Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, serves as counsel to the Debtor.  Morgan Keegan
& Company, Inc., is the investment banker and financial advisor.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

Bloomberg News notes that since 2008, at least 11 ethanol-related
companies have sought court protection, including VeraSun Energy
Corp., once the second-largest U.S. ethanol maker; units of
Pacific Ethanol Inc.; and White Energy Holding Co.


SOUTHWEST GEORGIA: Court Approves Morgan Keegan as Fin'l Advisor
----------------------------------------------------------------
Southwest Georgia Ethanol, LLC, won permission from the U.S.
Bankruptcy Court for the Middle District of Georgia to employ
Morgan Keegan & Company, Inc., as investment banker and financial
advisor, nunc pro tunc to the Petition Date.

According to the Troubled Company Reporter on Feb. 7, 2011, Morgan
Keegan will, among other things:

     a. assist in the evaluation of the Debtor's business,
        prospects, strategic alternatives and any transaction
        proposed to the Debtor;

     b. evaluate the Debtor's potential debt capacity and
        determine an appropriate capital structure;

     c. structure potential transactions and assist the Debtor in
        the determination of a range of values applicable to the
        Debtor in the context of any transaction; and

     d. identify and screen potential financing sources, and
        assist in arranging, negotiating and closing any financing
        the Debtor chooses to pursue.

Morgan Keegan will be paid:

     a. a one-time engagement fee of $100,000;

     b. a monthly fee of $50,000.

     c. financing fees: (i) the greater of 1.50% of the principal
        amount of new financing for senior secured term debt that
        is accepted by the Debtor or $300,000;  (ii) the greater
        of 3.0% of the principal amount of any new financing for
        any junior debt that is accepted by the Debtor or
        $300,000; (iii) the greater of 3% of the amount of any
        equity investment or equity-linked investment from pre-
        existing equity investors that is accepted by the Debtor
        or $500,000; and (iv) the greater of 6.0% of the amount of
        any new equity investment or equity-linked investment that
        is accepted by the Debtor or $500,000;

     d. a restructuring fee in an amount equal to $1,750,000; and

     e. a divestiture fee equal to the greater of 1.75% of the
        transaction consideration paid in a divestiture or
        $500,000.

Michael G. Lederman, a Managing Director and Head of the Special
Situations Group of Morgan Keegan, assured the Court that the firm
is a "disinterested person" as that term defined in Section
101(14) of the Bankruptcy Code.

                  About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany,
Georgia, on Feb. 1, 2011.

The Debtor owns and operates an ethanol production facility
located on 267 acres in Mitchell County, Georgia, producing
100 million gallons of ethanol annually.  Ethanol production
operations commenced in October 2008.  Revenue was $168.9 million
for fiscal year ended Sept. 30, 2010.  The Debtor said
profitability and liquidity have been materially reduced by
unfavorable fluctuations in commodity prices for ethanol and corn.

John Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, serves as counsel to the Debtor.  Epiq
Bankruptcy Solutions, LLC, is the claims and notice agent.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

Bloomberg News notes that since 2008, at least 11 ethanol-related
companies have sought court protection, including VeraSun Energy
Corp., once the second-largest U.S. ethanol maker; units of
Pacific Ethanol Inc.; and White Energy Holding Co.


SOUTHWEST GEORGIA: Court Okays McKenna Long as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia
authorized Southwest Georgia Ethanol LLC to employ McKenna Long &
Aldridge LLP as bankruptcy counsel, nunc pro tunc to the Petition
Date.

According to the Feb. 4, 2011 edition of the Troubled Company
Reporter, McKenna Long has agreed to, among other things:

     a. attend meetings and negotiate with representatives of
        creditors and other parties in interest and advise and
        consult on the conduct of the Chapter 11 case, including
        all of the legal and administrative requirements of
        operating in Chapter 11;

     b. review and prepare on behalf of the Debtor all motions,
        administrative and procedural applications, answers,
        orders, reports and papers necessary to the administration
        of the estate;

     c. negotiate and prepare a plan of reorganization, disclosure
        statement and all related agreements and documents and
        take any necessary action on behalf of the Debtor to
        obtain confirmation of the plan; and

     d. advise the Debtor in connection with any sale of assets.

McKenna Long will be paid based on the rates of its professionals:

        Gary W. Marsh                   $525
        J. Michael Levengood            $510
        Bryan Bates                     $375

Michael Levengood, Esq., a partner at McKenna Long, assured the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

                About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany,
Georgia, on Feb. 1, 2011.

The Debtor owns and operates an ethanol production facility
located on 267 acres in Mitchell County, Georgia, producing
100 million gallons of ethanol annually.  Ethanol production
operations commenced in October 2008.  Revenue was $168.9 million
for fiscal year ended Sept. 30, 2010.  The Debtor said
profitability and liquidity have been materially reduced by
unfavorable fluctuations in commodity prices for ethanol and corn.

Morgan Keegan & Company, Inc., is the investment banker and
financial advisor to the Debtor.  Epiq Bankruptcy Solutions, LLC,
is the claims and notice agent.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

Bloomberg News notes that since 2008, at least 11 ethanol-related
companies have sought court protection, including VeraSun Energy
Corp., once the second-largest U.S. ethanol maker; units of
Pacific Ethanol Inc.; and White Energy Holding Co.


ST. VINCENT: Rival Group May Have Offer for Hospital
----------------------------------------------------
Manhattan's Greenwich Village needs a full-service acute-care
hospital to replace the shuttered St. Vincent Catholic Medical
Centers, a group said in opposing the planned sale of the hospital
property, according to Bill Rochelle, Bloomberg News' bankruptcy
columnist.

The report notes that St. Vincent has an agreement for a
$260 million sale of the property to the Rudin family and North
Shore-Long Island Jewish Health System.  If approved by the
bankruptcy court, there would be no auction.  The contract with
Rudin-NSLIJ contemplates building an emergency department on the
site, with the remainder being a real estate development.

Mr. Rochelle relates that three individuals, who call themselves
the Objecting Alternative Purchaser Group, said in a March 23
court filing that a real estate developer and a New York City
medical center will make a competing offer to pay the same price
while building a full-service hospital.  Some of the property
would be developed.  The offer will be made before the April 7
hearing on the matter, the group said.

The group is made up of Dudley Gaffin, Alan J. Gerson and Dr.
Robert Altman.  They disagree with the conclusions that New
York City has too many hospital beds and bemoan the lack of an
acute-care hospital in the neighborhoods surrounding Greenwich
Village.

                      About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


STEWART ENTERPRISES: S&P Raises Corporate Credit Rating to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Jefferson, La.-based Stewart
Enterprises Inc. to 'BB' from 'BB-'.  The rating outlook is
stable.

In addition, S&P raised the rating the issue-level rating to 'BB'
(the same as the corporate credit rating).  The recovery rating of
'4', indicating S&P's expectation of average (30%-50%) recovery
for lenders in the event of default, remains the same.

"The upgrade on Stewart reflects its improved credit metrics over
the past few quarters, driven by a reduction in debt and higher
EBITDA margins," said Standard & Poor's credit analyst Rivka
Gertzulin.  The upgrade also reflects S&P's perception of a more
conservative financial policy given that Stewart has focused on
building a stronger balance sheet over the past two years, and
S&P's expectation that it will continue to do so.  S&P expects
Stewart to maintain a significant financial risk profile.

"The company's strong liquidity reflects its balance sheet cash,
revolver availability and ability to generate consistent operating
cash flow in excess of needs," added Ms. Gertzulin.  Stewart's
fair business risk profile reflects its focus in a competitive and
fragmented industry with limited (although predictable) long-term
growth potential.  Rising consumer preference for lower cost
services that impedes Stewart's growth prospects are partially
outweighed by the company's efficient operations and future
revenue tied to contracted preneed sales.


STORY BUILDING: Plan Outline Hearing Continued Until June 2
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation continuing until June 2, 2011, at 10:30
a.m., the hearing on adequacy of the Disclosure Statement
explaining Story Building LLC's proposed Chapter 11 Plan.

The stipulation was entered between the Debtor and its lender
Wells Fargo Bank, N.A., as trustee for the registered holders of
J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-C1.

                            The Plan

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

As reported in the Troubled Company Reporter on Jan. 7, 2011,
according to the Disclosure Statement, the Plan provides for the
resolution of all claims against the estate.  Plan distributions
will be funded primarily from operations of the Story Building
property, and the new value contribution.

The Debtor's interest holder will provide $50,000 on the effective
date sufficient cash to cover payments due on the effective date
of the Plan.

Under the Plan, holders of Class 4 general non-insider unsecured
claims will receive, among other things: (i) a pro rata share of
25% of net operating income for the calendar years 2012 to 2017,
derived from the rents generated from the Story Building property;
(ii) one final payment of the balance of the allowed claim and all
accrued interest in full on or before Dec. 31, 2018; and (iii) in
the event that the property is sold, a pro rata share of up to
100% of the net proceeds, if any, after payment of all costs of
sale, etc.

Copies of the Disclosure Statement is available for free at

         http://bankrupt.com/misc/StoryBuilding_DS2.pdf

The Debtor is represented by:

     Sandford L. Frey, Esq.
     Stuart I. Koenig, Esq.
     CREIM MACIAS KOENIG & FREY LLP
     633 W. Fifth Street, 51st Floor
     Los Angeles, CA 90071
     Tel: (213) 614-1944
     Fax: (213) 614-1961
     E-mail: sfrey@cmkllp.com
             skoenig@cmkllp.com

                    About Story Building LLC

Story Building LLC is a real estate management company based in
Irvine, California.  The Company owns and operates a 13-story
historical building located in Downtown, Los Angeles, known as the
Walter P. Story Building, located at 610 S. Broadway.  The
building is primarily utilized as a jewelry plaza.

Story Building LLC filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-16614) on May 17, 2010.  Sandford
Frey, Esq., who has an office in Los Angeles, California,
represents the Debtor in its restructuring effort.  The Debtor
disclosed $19,421,024 in assets and $16,500,721 in liabilities as
of the Chapter 11 filing.  There was no official committee of
unsecured creditors appointed in the Debtor's case.


STRATEGIC AMERICAN: Board Ratifies Consulting Pact With Geoserve
----------------------------------------------------------------
The Board of Directors of Strategic American Oil Corporation
ratified the Company's entering into a Consulting Agreement with
Geoserve Marketing LLC, dated effective as of March 9, 2011.  The
March 2011 Geoserve Agreement supersedes the previous consulting
agreement that the Company entered into with Geoserve on Feb. 15,
2011, as disclosed in the Company's Current Report on Form 8-K as
filed with the SEC on Feb. 22, 2011.  Geoserve is a company
controlled by Michael Watts, who is the father-in-law of Jeremy
Driver, a director and chief executive officer of the Company.

Pursuant to the March 2011 Geoserve Agreement, Geoserve is to
provide consulting services to the Company as an independent
contractor for a term of three years.  The March 2011 Geoserve
Agreement provides that the Company will compensate Geoserve with
warrants according to the following schedule: (i) upon signing,
Geoserve will be issued five-year term warrants to purchase
20,000,000 restricted shares of common stock at an exercise price
of $0.10 per share (previously granted and vested as of the
execution of the original agreement on Feb. 15, 2011).  If the
Company's stock price reaches a five-day average closing price of
$0.30 per share, the Company will grant Geoserve an additional
15,000,000 share purchase warrants at an exercise price of $0.10
per share and a five-year term.  If the Company's stock price
reaches a five-day average closing price of $0.60 per share, the
Company will grant Geoserve a further 15,000,000 share purchase
warrants at an exercise price of $0.10 per share and a five-year
term.  The Company may terminate the agreement after the first
year with thirty days notice.

                    Revolving Line of Credit

On Feb. 15, 2011, the Company closed on the acquisition of a
private Texas oil and gas company named Galveston Bay Energy, LLC.
On March 17, 2011, GBE secured a one year revolving line of credit
of up to $5,000,000 with a commercial bank.  The note carries
interest at a rate of prime + 1% (currently 6%) with a minimum
interest rate of 5%.  Interest is payable monthly.  Proceeds from
the line of credit must be used solely to enhance the Galveston
Bay properties.  The note is collateralized by the Company's
Galveston Bay properties and substantially all GBE's assets.  The
Company has also executed a parental guarantee of payment.

On March 17, 2011, GBE secured a one year revolving line of credit
of up to $5,000,000 with a commercial bank.  The note carries
interest at a rate of prime + 1% (currently 6%) with a minimum
interest rate of 5%.  Interest is payable monthly.  Proceeds from
the line of credit must be used solely to enhance the Galveston
Bay properties.  The note is collateralized by the Company's
Galveston Bay properties and substantially all GBE's assets.  The
Company has also executed a parental guarantee of payment.

                     About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

                           Going Concern

As reported by the TCR on March 25, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Strategic
American Oil's ability to continue as a going concern following
the Company's results for the fiscal year ended July 31, 2010.
The independent auditors noted that the Company has suffered
losses from operations and has a working capital deficit.

In the Form 10-Q, the Company acknowledged that it had a working
capital deficit of $3,362,822 and an accumulated deficit of
$13,016,680 as of Jan. 31, 2011.  The Company said its ability to
continue as a going concern is dependent on raising additional
capital to fund ongoing exploration and development and ultimately
on generating future profitable operations.


SUPERCONDUCTOR TECHNOLOGIES: Significant Losses Cue Going Concern
-----------------------------------------------------------------
Superconductor Technologies Inc. filed on March 21, 2011, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2010.

Marcum LLP, in Los Angeles, expressed substantial doubt about
Semiconductor Technologies' ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred significant net losses since its inception and has an
accumulated deficit of $237,633,000 and expects to incur
substantial additional losses and costs.

The Company reported a net loss of $12.0 million on $8.5 million
of net revenues for 2010, compared with a net loss of
$13.0 million on $10.8 million of net revenues for 2009.

The Company's balance sheet at Dec. 31, 2010, showed
$12.57 million in total assets, $1.67 million in total
liabilities, and  stockholders' equity of $10.90 million.

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

                       http://is.gd/wd3DGk

Santa Barbara, Calif.-based Superconductor Technologies Inc.
(Nasdaq: SCON) -- http://www.suptech.com/-- develops and
commercializes high temperature superconductor ("HTS") materials
and related technologies.


SUSPECT DETECTION: Yarel + Partners Raises Going Concern Doubt
--------------------------------------------------------------
Suspect Detection Systems Inc. filed on March 22, 2011, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.

Yarel + Partners, in Tel-Aviv, Israel, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has not established
sufficient sources of revenue to cover its operating costs and
expenses.  "As such, it has incurred an operating loss since
inception.  Further, as of Dec. 31, 2010, the cash resources of
the Company were insufficient to meet its planned business
objectives."

The Company reported a net loss of $995,176 on $1.7 million of
revenue for 2010, compared with a net loss of $1.8 million on
$888,635 of revenue for 2009.

The Company's balance sheet at Dec. 31, 2010, showed $3.1 million
in total assets, $2.4 million in total liabilities, and
stockholders' equity of $698,739.

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

                       http://is.gd/cFs6I4

New York City-based Suspect Detection Systems Inc. was
incorporated in the State of Delaware on Oct. 5, 2006.  SDS
specializes in the development and application of proprietary
technologies for law enforcement and border control, including
counter terrorism efforts, immigration control and drug
enforcement, as well as human resource management, asset
management and the transportation sector.


SW OWNERSHIP: 341 Meeting Now Scheduled for March 29
----------------------------------------------------
The U.S. Trustee for Region 7 notified the U.S. Bankruptcy Court
for the Western District of Texas that the first meeting of
creditors originally set in SW Ownership LLC's Chapter 11 case,
for March 29, 2011, at 10:00 a.m. (prevailing Central time), has
been continued to a later time on the same date.  The first
meeting of creditors will now be held on March 29, at 1:00 p.m.

The meeting will be held at the Homer J. Thornberry Federal
Judicial Building, Room 118, 903 San Jacinto, Austin, Texas.

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

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

The Debtor is represented by:

     Joe E. Marshall, Esq.
     Jay H. Ong, Esq.
     MUNSCH HARDT KOPF & HARR, P.C.
     401 Congress Avenue, Suite 3050
     Austin, TX 78701
     Tel: (512) 391-6100
     Fax: (512) 391-6149
     E-mail: jmarshall@munsch.com
             jong@munsch.com

                        About SW Ownership

SW Ownership, LLC, filed for Chapter 11 bankruptcy protection on
(Bankr. W.D. Tex. Case No. 11-10485) on Feb. 28, 2011.  The Debtor
disclosed $76,983,491 in assets and $37,793,270 in liabilities as
of the Chapter 11 filing.

The Debtor's case has been reassigned to the Hon. Craig A.
Gargotta, H. Christopher Mott previously handled the case.


SW OWNERSHIP: Files Schedules of Assets and Liabilities
-------------------------------------------------------
SW Ownership, LLC, filed with the U.S. Bankruptcy Court for the
Western District of Texas its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $74,037,364*
  B. Personal Property            $2,946,127
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $36,612,981
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,180,289
                                 -----------      -----------
        TOTAL                    $76,983,491      $37,793,270

* Book Value

A full-text copy of the Debtor's schedules is available for free
at http://bankrupt.com/misc/SWOwnership_SAL.pdf

SW Ownership, LLC, filed for Chapter 11 bankruptcy protection on
(Bankr. W.D. Tex. Case No. 11-10485) on Feb. 28, 2011.  Munsch
Hardt Kopf & Harr, P.C. represents the Debtor in its restructuring
effort.

The Debtor's case has been reassigned to the Hon. Craig A.
Gargotta, H. Christopher Mott previously handled the case.


SW OWNERSHIP: Sues International Bank of Commerce Over Collapse
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the owner of Skywater Over
Horseshoe Bay is suing International Bank of Commerce, alleging
that the lender's "wrongful conduct" stalled construction of the
golf-course community and led to its bankruptcy.

                        About SW Ownership

Dallas, Texas-based SW Ownership, LLC, is a single member limited
liability company owned by SW Ownership Holdings LLC.  It owns an
approximately 1600 acre residential community project known as
Skywater Over Horseshoe Bay that is currently being developed in
Llano and Burnet counties.  The project covers 1,618 acres on
Texas 71 and would include an 18-hole Jack Nicklaus signature golf
course.

The original owners, HB Texas Funding Inc., were forced into
bankruptcy in February 2009.  The project was then acquired by SW
Ownership LLC a few months later, pumping $10 million to re-launch
the development.  The project is slated to be finished by 2015.

SW Ownership LLC filed for Chapter 11 bankruptcy protection on
Feb. 28, 2011 (Bankr. W.D. Tex. Case No. 11-10485), represented by
Munsch Hardt Kopf & Harr, P.C., as bankruptcy counsel.  The Debtor
estimated its assets at $50 million to $100 million and debts at
$10 million to $50 million.


TAYLOR BEAN: Former Chairman Loses Bid to Delay Trial
-----------------------------------------------------
American Bankruptcy Institute reports that U.S. District Judge
Leonie M. Brinkema on Friday rejected a request by former Taylor,
Bean & Whitaker Mortgage Corp. chairman Lee Farkas for a delay of
his trial on criminal charges that he engineered a multibillion-
dollar bank fraud.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on August 24, 2009.  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TBS INTERNATIONAL: To Issue Non-Transferrable Subscription Rights
-----------------------------------------------------------------
In an amended Form S-1 filing with the U.S. Securities and
Exchange Commission, TBS International plc said that it is
distributing to eligible holders of the Company's Class A and
Class B ordinary shares one non-transferable subscription right to
subscribe for the Company's Series A Preference Shares for each
ordinary share held at 5:00 p.m., New York City time, on Feb. 7,
2011, the record date for the rights offering.  Each 100
subscription rights entitle a holder to subscribe for one Series A
Preference Share at a subscription price of $100 per Series A
Preference Share.  Each Series A Preference Share initially will
be convertible into 25.0 Class A ordinary shares, subject to
adjustments to reflect semiannual increases in liquidation value
and stock splits and reclassifications.  As of the record date for
the rights offering, 18,102,021 of the Company's Class A ordinary
shares and 13,200,305 of the Company's Class B ordinary shares
were outstanding.  Holders of these shares on the record date are
eligible to receive the subscription rights.

The Company is conducting this rights offering in connection with
the restructuring of the Company's various credit facilities.  As
a condition to the restructuring of the Company's credit
facilities, the Company's lenders have required three significant
shareholders who also are key members of the Company's management
to agree to provide up to $10.0 million of new equity in the form
of Series B Preference Shares.  In partial satisfaction of this
requirement, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at $100 per share directly from the Company in a
private placement.  In addition, they agreed to purchase up to an
additional aggregate of 70,000 of the Company's Series B
Preference Shares at $100 per share directly from the Company in
one or more private placements, but the number of additional
shares that they will be required to purchase from the Company
will be reduced, share for share, by the number of Series A
Preference Shares purchased by subscription rights holders in this
rights offering.

The aggregate purchase of Series A Preference Shares offered in
this rights offering, when aggregated with the purchase of Series
B Preference Shares by the Company's significant shareholders,
will be at least $10.0 million.  If all of the rights offered are
exercised, the aggregate subscription price in the rights offering
would be $18,895,000, after taking into account that the Company's
significant shareholders each have agreed not to exercise the
subscription rights issued with respect to ordinary shares
beneficially owned by them.

The Company's Class A ordinary shares are quoted on the Nasdaq
Global Select Market under the symbol "TBSI."  The closing price
of the Company's Class A ordinary shares on March 22, 2011, as
reported by Nasdaq, was $2.09 per share.  The Company has not
listed, and do not expect to list for trading, the subscription
rights or the Company's Class B ordinary shares, Series A
Preference Shares or Series B Preference Shares.

                   About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- provides worldwide shipping
solutions to a diverse client base of industrial shippers through
its Five Star Service: ocean transportation, projects, operations,
port services and strategic planning.  The TBS shipping network
operates liner, parcel and dry bulk services, supported by a fleet
of multipurpose tweendeckers and handysize/handymax bulk carriers,
including specialized heavy-lift vessels and newbuild tonnage.
TBS has developed its franchise around key trade routes between
Latin America and China, Japan and South Korea, as well as select
ports in North America, Africa, the Caribbean and the Middle East.

The Company reported a net loss of $247.76 million on $411.83
million of total revenue for the year ended Dec. 31, 2010,
compared with a net loss of $67.04 million on $302.51 million of
total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010, showed
$686.32 million in total assets, $389.45 million in total
liabilities and $296.87 million in total stockholders' equity.

PricewaterhouseCoopers LLP expressed substantial doubt about the
Company's ability to continue as a going concern.  PwC believes
that the Company will not be in compliance with the financial
covenants under its credit facilities during 2011, which under the
agreements would make the debt callable.  According to PwC, this
has created uncertainty regarding the Company's ability to fulfill
its financial commitments as they become due.

As reported in the TCR on Feb. 8, 2011, TBS International on
Jan. 31, 2011, announced that it had entered into amendments to
its credit facilities with all of its lenders, including AIG
Commercial Equipment, Commerzbank AG, Berenberg Bank and Credit
Suisse and syndicates led by Bank of America, N.A., The Royal Bank
of Scotland plc and DVB Group Merchant Bank (the "Credit
Facilities").  The amendments restructure the Company's debt
obligations by revising the principal repayment schedules under
the Credit Facilities, waiving any existing defaults, revising the
financial covenants, including covenants related to the Company's
consolidated leverage ratio, consolidated interest coverage ratio
and minimum cash balance, and modifying other terms of the Credit
Facilities.

The Company currently expects to be in compliance with all
financial covenants and other terms of the amended Credit
Facilities through maturity.

As a condition to the restructuring of the Company's credit
facilities, three significant shareholders who also are key
members of TBS' management agreed on Jan. 25, 2011, to provide up
to US$10 million of new equity in the form of Series B Preference
Shares and deposited funds in an escrow account to facilitate
satisfaction of this obligation.  In partial satisfaction of this
obligation, on Jan. 28, 2011, these significant shareholders
purchased an aggregate of 30,000 of the Company's Series B
Preference Shares at US$100 per share directly from TBS in a
private placement.


TOWER OAK: Taps Bregman Berbert as Special Counsel
--------------------------------------------------
Tower Oaks Boulevard LLC asks the U.S. Bankruptcy Court for the
District of Maryland for permission to employ Bregman, Berbert,
Schwartz & Gilday, LLC, as its as special counsel.

The firm will represent the Debtor's in landlord-tenant actions
and advise it with regard to its landlord-tenant relationships in
view of its experience in matters of this character.

The firm charges between $175 and $475 for services rendered.

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

Raleigh, North Carolina-based Tower Oaks Boulevard, LLC, owns and
operates the commercial property identified as 2701 Tower Oaks
Boulevard.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Md. Case No. 11-12413) Feb. 8, 2011.  Steven H.
Greenfeld, Esq., at Cohen, Baldinger & Greenfeld, LLC, 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.

Affiliate Sun Control Systems, Inc., filed a separate Chapter 11
petition on December 13, 2010 (Bankr. D. Md. Case No. 10-37991).


TRW AUTOMOTIVE: Fitch Upgrades Issuer Default Rating to 'BB+'
-------------------------------------------------------------
Fitch Ratings has upgraded the ratings of TRW Automotive Holdings
Corp. and its TRW Automotive Inc. subsidiary:

TRW

  -- Issuer Default Rating to 'BB+' from 'BB'.

TRW Automotive

  -- IDR to 'BB+' from 'BB';
  -- Secured credit facility rating to 'BBB-' from 'BB+';
  -- Senior unsecured rating to 'BB+' from 'BB-'.

TRW's ratings apply to a $1.3 billion secured revolving credit
facility and $1.7 billion of unsecured notes.  The Rating Outlook
for both TRW and TRW Automotive has been revised to Positive from
Stable.

The upgrade in TRW's ratings is due to the continued strengthening
of the company's credit profile that has taken place over the past
nine months since Fitch's last review.  Although light vehicle
sales in TRW's key North American and Western European markets
remained well below pre-recession levels in 2010, the company was
able to increase both its revenue and its margins substantially,
which, combined with a reduction in capital spending, led to a
near tripling in free cash flow from the 2009 level.  In addition,
TRW has targeted its improved free cash flow toward strengthening
its balance sheet by reducing debt, increasing liquidity and
improving the funded status of its pension plans.  Looking
ahead, Fitch expects free cash flow to remain strong over the
intermediate term, which will provide the company with additional
opportunities for further balance sheet strengthening.

In 2010, TRW's revenue grew 24% to $14.4 billion, a much higher
rate than the 13% increase in global light vehicle unit sales.
The outsized growth in revenue was largely the result of new
technology offerings and product wins on key global platforms,
particularly in the company's Chassis Systems and Occupant Safety
Systems segments.  At the same time, cost efficiencies from the
company's continuing restructuring actions contributed to growth
in TRW's full-year EBITDA margin, as calculated by Fitch, to a
very strong 11.9%, up 400 basis points from 7.9% in 2009.  The
combination of increased revenue and stronger margins, together
with a relatively low $294 million in capital spending, drove free
cash flow for the year to $758 million, up from $254 million
recorded in 2009.  This strong free cash flow, which included the
effect of $170 of discretionary pension contributions in the
fourth quarter, allowed TRW to reduce its total debt (including
short-term debt) by $525 million while growing its cash and
cash equivalents balance by $290 million to a very robust
$1.08 billion.  The reduction in debt included the full repayment
of the company's $400 million in secured term loan debt, leaving
no significant secured debt in the company's debt structure,
although its undrawn revolving credit facility remains secured.

The increased liquidity, reduced debt and strengthened free cash
flow have resulted in a meaningful improvement in the TRW's
credit protection metrics.  As a result of the reduced debt load
and increased EBITDA (as calculated by Fitch), which grew to
$1.71 billion in 2010 from $913 million in 2009, leverage
(debt/EBITDA) declined to 1.1 times at year-end 2010 from 2.6x
at year-end 2009.  At the same time, EBITDA/gross interest expense
grew to 10.5x from 4.8x.  Total liquidity at year-end 2010 stood
at $2.3 billion, including the aforementioned $1.08 billion in
cash and cash equivalents and $1.22 billion of availability on
the company's secured revolving credit facility.  Current debt
maturities, including short-term debt, were only $43 million at
year-end 2010.  The funded status of TRW's global defined benefit
pension plans stood at 97% at year-end 2010, including a funded
status of 80% for its U.S. plans, following the $170 million in
discretionary cash contributions made to the global plans in the
fourth quarter of last year.  This funded status, both for the
global plans and the U.S. plans, is well above that of many auto
suppliers whose plans ended 2010 with a funded status below 70%.

Looking ahead, Fitch expects TRW's revenue to grow in 2011 but
at a more moderate pace as the global auto market stabilizes.
Nonetheless, the company's margins are expected to remain
generally in-line with the strong levels seen in 2010, although
they could be down slightly from last year due to increased
research and development expenses and higher raw materials costs.
Capital spending is expected to rise significantly in 2011, with
the company estimating that 2011 capital expenditures will fall
in a range of $520 million to $560 million as the company invests
in new products and ramps up growth on its global footprint
expansion.  Despite the increased capital spending, Fitch
forecasts that free cash flow will again be very strong in 2011,
potentially above $700 million for the second year in a row, which
will provide further opportunities for debt reduction and
discretionary pension contributions.

Maturing debt obligations are light over the next several years,
however, and with the secured term loan already repaid in full,
opportunities for debt reduction this year will most likely be
through open-market or private repurchases of the company's
outstanding notes, which could limit the magnitude of debt
reduction in the near term.  Over the longer term, Fitch expects
leverage to continue modestly declining for the next several years
to below the 1x level.

The greatest risk facing TRW's credit profile in the near term is
the potential for another slowing of the global economy.  However,
the risk is mitigated somewhat by the company's globally diverse
customer base and significant presence in key technology areas,
especially safety-related components.  It is notable that TRW
produced over $250 million of free cash flow annually in both 2008
and 2009, and the company is better positioned to withstand
another demand shock in the intermediate term with its lower cost
structure and stronger balance sheet.  The lack of meaningful debt
maturities through 2012 also helps to mitigate near-term risk,
although Fitch notes that $411 million of the company's undrawn
secured revolving credit facility will come due in May 2012.
Fitch also notes that TRW Automotive's credit agreement and notes
indentures contain change of control covenants that could provide
protection to investors in the case of a leveraged buyout,
although the language carves out The Blackstone Group and its
affiliates from these provisions.

The Positive Outlook on TRW's ratings reflects Fitch's expectation
that the improving trends seen in the company's credit profile
will continue, leading to the potential for another upgrade in the
ratings within the next 18 months.  The single-notch differential
between TRW Automotive's secured credit facility rating and the
IDR reflects the strong collateral coverage backing the secured
revolving credit facility, which includes substantially all of the
tangible and intangible assets of TRW Automotive and virtually all
of its domestic subsidiaries.  The two-notch upgrade of TRW
Automotive's senior unsecured debt reflects the repayment of the
company's secured term loan, which has reduced the amount of
secured debt in the company's capital structure, improving the
relative position of the unsecured debt in the capital structure.

TRW's ratings could be upgraded within the next 18 months if
current market trends continue and the company does not deviate
from using its free cash flow to reduce debt and fund its pension
obligations.  On the other hand, a meaningful slowing of the
global auto market that leads to margin pressure and reduced free
cash flow could result in Fitch revising the Rating Outlook back
to Stable.  Also, a change in management's philosophy regarding
the deployment of cash toward improving the company's credit
profile could result in a revision of the Outlook back to Stable.


UNIVERSITY VILLAGE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: University Village at Melbourne, LLLP
        3502 DaVinci Way
        Melbourne, FL 32901

Bankruptcy Case No.: 11-04027

Chapter 11 Petition Date: March 23, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Robert A. Stok, Esq.
                  STOK & ASSOCIATES PA
                  2875 Northeast 191st Street, Suite 304
                  Aventura, FL 33180
                  Tel: (305) 935-4440
                  Fax: (305) 935-4470
                  E-mail: support@stoklaw.com

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

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

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

The petition was signed by Amvar Adaredry, managing partner.


USEC INC: Inks 10-Year Contract With Tenex for the Supply of LEU
----------------------------------------------------------------
USEC Inc., through its subsidiary United States Enrichment
Corporation, entered into an agreement with Joint Stock Company
Techsnabexport for the supply by Tenex of commercial Russian low
enriched uranium to USEC over a 10-year period commencing in 2013.
Tenex is a wholly owned subsidiary of the Russian State Atomic
Energy Corporation, and a global supplier of LEU, separative work
units and uranium conversion.  Tenex is also the agent of Rosatom
under the commercial agreement to implement the 1993 Megatons to
Megawatts program, a government-to government non-proliferation
agreement between the United States and the Russian Federation
under which USEC purchases LEU derived from dismantled Soviet
nuclear weapons.  The 20-year Russian Contract implementing the
Megatons to Megawatts program is scheduled to expire at the end of
2013.

The new Supply Contract will provide USEC with continued access to
Russian LEU, which currently constitutes about one half of USEC's
supply source.  Unlike the Megatons to Megawatts program, the
quantities supplied under the Supply Contract will come from
Russia's commercial enrichment activities rather than from
downblending of excess Russian weapons material.

Under the terms of the Supply Contract, USEC will have the
obligation to purchase, and Tenex will have the obligation to
sell, the firm commitment quantities of SWU.  The SWU will be
delivered as the SWU component of LEU delivered to USEC under the
Supply Contract.  In placing its orders for delivery of LEU during
a year, USEC will have the option to increase or decrease the
amount of the firm commitment SWU to be purchased for such year by
up to a total of plus or minus 5%.  For years 2015 through 2019,
in addition to its option to decrease the amount of any firm
commitment SWU to be purchased during such year by up to 5%, USEC
will have the option to defer up to an additional 5% of the amount
of the firm commitment SWU to be purchased in such year and
instead purchase the deferred amount in years 2020 through 2022.
TENEX and USEC also may mutually agree to increase the purchases
and sales of SWU by up to the additional optional quantities of
SWU.

The pricing for the SWU purchased under the Supply Contract will
be determined using a formula that combines a mix of market-
related price points and other factors.  There is a floor on the
SWU price for years 2013 through 2016 that escalates over time and
there are possible adjustments in the pricing formula beginning in
2019 pursuant to an agreed formula to account for market
developments.

Under the Supply Contract, USEC purchases the SWU component of LEU
and does not purchase natural uranium.  USEC will supply natural
uranium equal to the uranium feed component of the LEU delivered
to USEC under the Supply Contract.

U.S. imports of LEU and other uranium products produced in the
Russian Federation are subject to quotas imposed under legislation
enacted into law in September 2008 and under the 1992 Russian
Suspension Agreement, as amended.  The September 2008 legislation
and the 1992 Russian Suspension Agreement impose annual quotas on
imports of Russian LEU through 2020 and from 2014 through 2020
these quotas are set at an amount equal to approximately 20% of
projected annual U.S. consumption of LEU.  Under the Supply
Contract, USEC has the right to use a portion of the import quotas
to support USEC sales in the United States of SWU purchased under
the Supply Contract beginning in 2014.  Prior to the expiration of
the quotas at the end of 2020, USEC will not be able to import for
consumption in the United States LEU delivered to USEC under the
Supply Contract in excess of the portion of the quotas available
to USEC or that is not subject to the quotas.  This remaining LEU
will be supplied for consumption by utilities outside the United
States, which under the terms of the September 2008 legislation
and the 1992 Russian Suspension Agreement, could include
importation into the United States for processing and re-export
subject to meeting certain limitations on the quantity imported
for processing and the time it remains in the United States for
processing.

The Supply Contract is subject to the approval of Rosatom and the
purchase, sales and delivery obligations of the parties are
subject to conclusion by the U.S. and Russian governments of
certain implementing agreements under the U.S.-Russian Agreement
for Cooperation in Nuclear Energy, which, among other things,
provide the framework under which natural uranium supplied by USEC
to TENEX can be returned from the United States to Russia.

Subject to the effectiveness of the Supply Contract, Tenex and
USEC have agreed to conduct a feasibility study to explore the
possible deployment of an enrichment plant in the United States
employing Russian Centrifuge technology.  As part of the
feasibility study, Rosatom, Tenex and USEC will review
international agreements, government approvals, licensing,
financing, market demand, and commercial arrangements.  Any
decision to proceed with such a project would depend on the
results of the feasibility study and would be subject to further
agreement between the parties and their respective governments,
the timing and prospects of which are significantly uncertain.  In
any event, such a project would not be deployed until after
completion of the American Centrifuge project.

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company's balance sheet at Dec. 31, 2010 showed $3.84 billion
in total assets, $2.53 billion in total liabilities, and
$1.31 billion in stockholders' equity.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


VANTAGE ONCOLOGY: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Rating Services said that it assigned its 'B'
corporate credit rating to Vantage Oncology Holdings.  The rating
outlook is stable.

At the same time, S&P assigned a 'B' issue rating and a '3'
recovery rating to Physician Oncology Services L.P.'s (a
subsidiary of parent and guarantor Vantage Oncology Holdings LLC)
$270 million senior secured facility, consisting of a $25 million
revolving credit facility due 2016, a $220 million term loan B
due 2017, and a $25 million delayed draw facility due 2017.  The
company used the proceeds from the term loan to pay for Vantage
equity, refinance existing Vantage Oncology and Physician
Oncology Services debt, for a small tuck-in acquisition, and
for transaction fees and expenses.  The delayed draw facility
must be used for permitted acquisitions within six months of
the closing date.

"The low speculative-grade rating on Manhattan Beach, Calif.-based
Vantage Oncology reflects the company's highly leveraged financial
risk profile, as the leveraged buyout by Oak Hill Capital Partners
adds a heavy debt burden," said Standard & Poor's credit analyst
Rivka Gertzulin.  The rating also reflects the company's narrow
operating focus in radiation oncology, exposing it to technology
and reimbursement risk, especially given its relatively modest
revenue base.  S&P characterizes the business risk as weak.

The highly leverage financial risk profile reflects adjusted
leverage of around 7x.  S&P's debt calculation includes treatment
of the company's pay-in-kind preferred stock as 100% debt,
consistent with S&P's published criteria (without this adjustment,
leverage is around 4x).  Thus, while adjusted debt leverage will
be substantial, S&P expects liquidity to be adequate.  While it
remains possible that the company will reduce its financial
leverage with its moderate free cash flow, S&P believes the
accretion of its preferred stock could offset any debt reduction
or EBITDA growth.  Moreover, S&P expects the company to use its
free cash flow to finance acquisitions or de novo growth.

After the acquisition by Physician Oncology, Oakhill Capital
Partners, including management of Physician Oncology, will own 62%
of Vantage Oncology Holdings.  The remaining ownership will be
held by existing Vantage shareholders and management.  Vantage
Oncology facilities are set up as a joint venture between the
company and physicians, creating incentives for physicians.  The
company retains majority ownership and control in all the
facilities.  The physicians at Vantage Oncology are minority
equity partners compared with OnCure Medical Corp., where the
physicians participate in the profits but are not equity partners.
This is also in contrast to the physician employee model of
Radiation Therapy.  S&P believes the physician-equity joint
venture model better aligns the interests of the physicians and
reduces turnover.


VISCOUNT SYSTEMS: Dale Matheson Raises Going Concern Doubt
----------------------------------------------------------
Viscount Systems, Inc., filed on March 21, 2011, its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2010.

Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada,
expressed substantial doubt about Viscounts Systems's ability to
continue as a going concern.  The independent auditors noted that
the Company has an accumulated deficit of C$2,885,723 and has
reported a loss of C$1,340,053 for the year ended Dec. 31, 2010.

The Company reported a net loss of C$1.3 million on C$3.9 million
of sales for 2010, compared with net income of C$266,523 on
C$4.9 million of sales for 2009.

The Company's balance sheet at Dec. 31, 2010, showed C2.0 million
in total assets, C$1.9 million in total liabilities, and
stockholders' equity of C$140,558.

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

                       http://is.gd/4FX6BE

Burnaby, British Columbia-based Viscount Systems, Inc., is a
manufacturer, developer and service provider of access control
security products.


VUZIX CORP: Appoints Two New Members to Board of Directors
----------------------------------------------------------
Vuzix Corporation announced that Jose A. Cecin and Richard F.
Conway have been appointed to the Company's Board of Directors
bringing the total number of Board members to eight.  The
confirmation of Mr. Cecin and Mr. Conway as Board members
satisfies the obligation of the Company, under its loan agreement
with LC Capital Master Fund Ltd. (LC)  to add two Board seats to
represent the interests of LC.

Mr. Conway is a Founder and Managing Member of Lampe, Conway & Co.
LLC, an investment management firm.  Mr. Conway is presently a
Director of two private companies: Autocam Corporation and
Preferred Systems Solutions, Inc.  He previously served as a
Director of two public companies: Inland Resources, Inc. and
Hawaiian Airlines, Inc.  Mr. Conway received a BA degree from
Harvard College and an MBA degree from Yale University.

Mr. Cecin was recently the Executive Vice President and Chief
Operating Officer of RCN Corporation.  Previously, he was a
Managing Director of BB&T Capital Markets where he was the Group
Head of the firm's Communications Investment Banking practice.  He
has served as a director of several publicly traded companies
including RCN, Arbinet Corporation, SkyTerra Communications and
NEON Group, Inc.  Mr. Cecin earned a BS degree in Electrical
Engineering from the United States Military Academy at West Point
and an MBA from Stanford University.

The appointment of Messrs. Cecin and Conway is subject to
regulatory approval, including the approval of the TSX Venture
Exchange.

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

EFP Rotenberg, LLP, in Rochester, New York, 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 substantial losses from
operations in recent years.  "In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs.  And while there are no financial
covenants with which the Company must comply with, these debts are
past due in some cases."

The Company has an accumulated deficit of $22.1 million as of
Sept. 30, 2010.

The Company's balance sheet at Sept. 30, 2010, showed
$5.4 million in total assets, $9.6 million in total liabilities,
and a stockholders' deficit of $4.2 million.


WASTE INDUSTRIES: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating and stable outlook to Waste Industries USA
Inc.

S&P also assigned a 'B+' issue-level rating and '3' recovery
rating to the $750 million credit facility issued by Waste
Industries USA Inc. The '3' recovery rating indicates the
expectation of meaningful recovery (50%-70%) in the event of a
payment default.  The credit facility consists of a $325 million
revolving credit facility and a $425 million term loan B.  The
amount of the revolving credit facility was originally
$225 million while the original amount of the term loan B was
$475 million.

"The ratings on Waste Industries reflect the company's modest
scale of operations, its geographic concentration in the
Southeastern U.S., its leveraged capital structure, and an
acquisition-oriented growth strategy," said Standard & Poor's
credit analyst James Siahaan.  "These characteristics are
partially offset by the company's participation in a recession-
resistant industry, its fair degree of vertical integration, its
operating efficiency, and its solid and consistent profitability."


WESTCLIFF MEDICAL: Wants Until June 13 to Propose Chapter 11 Plan
-----------------------------------------------------------------
Wescliff Medical Laboratories, Inc. and BioLabs, Inc., ask the
U.S. Bankruptcy Court for the Central District of California to
extend their exclusive periods to file and solicit acceptances for
the proposed chapter 11 plan until June 13, 2011, and Aug. 12,
respectively.

The Debtors filed their request for an extension before the
exclusive periods was set to expire on March 15.

Santa Ana, California-based Westcliff Medical was, prior to the
sale of substantially all of its assets, which closed on June 16,
2010, the operator of approximately 170 branded, stand-alone,
patient service center laboratories and STAT labs.  Westcliff
filed a Chapter 11 petition on May 19, 2010, in Santa Ana,
California (Bankr. C.D. Calif. Case No. 10-16743).  Ron Bender,
Esq., Jacqueline L. Rodriguez, Esq., Todd M. Arnold, Esq., and
John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo &
Brill, LLP, in Los Angeles, Calif., assist the Debtor in its
restructuring effort.  In its schedules, the Debtor listed
$61,210,303 in assets and $66,244,135 in liabilities.  Parent
BioLabs Inc. also filed for Chapter 11.  The parent has no assets
aside from owning Westcliff.


WINSWAY COKING: S&P Assigns 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to Winsway Coking Coal Holdings Ltd.  The
outlook is stable.  At the same time, Standard & Poor's assigned
its 'BB-' issue rating to the company's proposed issue of senior
unsecured notes due 2016.  The rating on the notes is subject to
Standard & Poor's review of the final documentation for the notes
issuance.

"The rating on Winsway reflects the company's limited operating
history, its short track record of consistent financial
management, and its aggressive growth appetite.  Other weaknesses
include the company's exposure to fluctuations in coal prices,
material supply risks, and transportation bottlenecks," said
Standard & Poor's credit analyst Joe Poon.  "These weaknesses are
counterbalanced by the good growth potential for imported coking
coal in China, Winsway's good competitive position due to its
first-mover advantages, its growing distribution capability, and
limited inventory risks."

Winsway's short history as a publicly listed company creates
rating uncertainty.  It listed on the Hong Kong stock exchange on
Oct. 11, 2010, and began its coking coal operations in only 2006.
The company's aggressive growth appetite is shown in the increase
in its handling capability of both onshore and seaborne coking
coal.  S&P believes Winsway's upstream investments in coal mines
will increase its exposure to mine operating and coal price risks.
This could dilute the company's business model, which emphasizes
asset-light trading operations with limited inventory and low
sensitivity to volatility in coal prices.

S&P believes Winsway will continue to benefit from being an early-
mover in the importation of coking coal from Mongolia into China.
The company had a market share of about 45% in 2010 and 55% in
2009.  In S&P's view, Mongolian coking coal producers will have a
cost advantage in China for as long as prices remain relatively
robust, at US$150-US$200 per ton.  Winsway is increasing its
footprint at seven border crossings and two coastal facilities.
It is also expanding its facilities in order to improve its
handling capacity and ease cross-border transportation
bottlenecks.

Winsway is exposed to supply risks in Mongolia, where the
operating environment and supporting infrastructure are weak.  In
S&P's view, transportation bottlenecks are somewhat mitigated by
management's experience with cross-border trade with Mongolia, and
its sourcing of seaborne coking coal as an alternative source of
supply.  The company is developing its capability to import coal
from Russia to diversify the concentration of supply from
Mongolia.  In addition, Winsway has good access to transportation
services for cross-border trade and allotted freight space on a
key domestic railway line in China.

The company's profitability is good, despite volatile coal prices,
and is a supporting rating factor.  Winsway's profitability
depends on coal prices remaining high, which makes the supply of
Mongolian coal over long distances to steel mills along China's
Eastern coasts very profitable.

Winsway will primarily use the bond proceeds to increase its
transportation capacity and upstream investments in coal assets.
It will also use the proceeds for working capital and general
corporate purposes.

S&P expects the company's operating cash flows and proceeds from
its proposed senior notes issue to be sufficient to meet its
capital expenditure and an increase in working capital.  In S&P's
base-case scenario, S&P has not considered any major acquisitions
or investments.  As of Dec. 31, 2010, Winsway had undrawn banking
facility of about US$800 million, of which US$490 million was from
offshore banks.  Its existing bank loans do not have any financial
covenants.

"The stable outlook reflects S&P's expectation that Winsway will
maintain adequate liquidity and financial performances while it
pursues its aggressive business plan.  Nevertheless, S&P believes
the company's financial risk profile will remain aggressive, given
that it will largely use the proposed notes issuance to fund its
high capital spending," said Mr. Poon.

S&P expects Winsway's ratio of adjusted debt to EBITDA to increase
to more than 3x following the proposed notes issuance from less
than 1x at the end of 2010.

S&P could lower the rating if: (1) Winsway's adjusted ratio of
funds from operation to total debt consistently stays at less than
20% or the ratio of adjusted total debt to EBITDA at more than 4x;
or (2) capital expenditure increases substantially beyond
Winsway's current plan or it embarks on major debt-funded
acquisitions.  This could happen if capital project costs increase
materially more than S&P expected or the company increases its
investments in upstream projects, i.e. coal mines.

There is a low likelihood that S&P will upgrade Winsway over the
next 12 months unless the company maintains profitability and
shows consistent financial management and investment discipline.
S&P could consider raising the rating if the company establishes
such a record while pursuing its aggressive business plan and
maintains an adjusted debt to EBITDA ratio of 3x.


YEHUD-MONOSSON USA: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Yehud-Monosson USA, Inc.
        257 West 39th Street
        New York, NY 10018

Bankruptcy Case No.: 11-11278

Chapter 11 Petition Date: March 23, 2011

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

Judge: Allan L. Gropper

Debtor's Counsel: Rebekah M. Nett, Esq.
                  WESTVIEW LAW CENTER, PLC.
                  1303 South Frontage Road, Suite 1
                  St. Paul, MN 55102
                  Tel: (651) 437-3100
                  Fax: (651) 846-6414
                  E-mail: rnett@westviewlaw.com

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

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

A list of the Company's nine largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-11278.pdf

The petition was signed by Naomi Isaacson, president.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
U.S. Acquisitions & Oil, Inc.         10-14121            12/22/10
Dr. R.C. Samantha Roy Institute of
  Science and Technology, Inc.        11-10504            02/21/11
Midwest Properties of Shawano, LLC    11-10407            02/08/11


YESTERDAY'S VILLAGE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Yesterday's Village, Inc.
        115 W. Yakima Ave.
        Yakima, WA 98902

Bankruptcy Case No.: 11-01378

Chapter 11 Petition Date: March 22, 2011

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Debtor's Counsel: Metiner G. Kimel, Esq.
                  KIMEL LAW OFFICES
                  1115 W. Lincoln Avenue, Suite 105
                  Yakima, WA 98902
                  Tel: (509) 452-1115
                  Fax: (509) 452-1116
                  E-mail: mkimel@mkimellaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/waeb11-01378.pdf

The petition was signed by Del Matthews, president.


ZEUS INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Zeus Investments, L.L.C.
        1801 W. Pinhook Road
        Lafayette, LA 70508

Bankruptcy Case No.: 11-50406

Chapter 11 Petition Date: March 24, 2011

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

Judge: Robert Summerhays

Debtor's Counsel: William H. Patrick, III, Esq.
                  HELLER, DRAPER, HAYDEN, PATRICK & HORN, L.L.C.
                  650 Poydras Street, #2500
                  New Orleans, LA 70130
                  Tel: (504) 568-1888
                  Fax: (504) 522-0949
                  E-mail: wpatrick@hellerdraper.com

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

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

The petition was signed by Audrey Le, manager.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Intercontinental Hotels Group      --                      $44,322
P.O. Box 101074
Atlanta, GA 30392

Lafayette Utilities System         --                      $42,363
705 W. University Avenue
P.O. Box 4024
Lafayette, LA 70502

Event Rental                       --                      $26,794
310 Bertrand Street
Lafayette, LA 70506

Grass Roots, Inc.                  --                      $25,468

Onity, Inc.                        --                      $20,660

Cox Communications                 --                      $19,208

U.S. Foodservice, Inc.             --                      $17,520

Lamar                              --                      $14,400

William M. Graves, CPA             --                      $11,025

Alamo Glass Company                --                      $10,341

Safe Step, Inc.                    --                       $8,890

Alsco                              --                       $7,721

Ernest P. Breaux Electric          --                       $6,330

KMEI Kurt Melon Enterprises, Inc.  --                       $6,242

Global Equipment Company           --                       $5,997

Worknet                            --                       $5,820

System Services                    --                       $5,766

A&A Locksmith                      --                       $5,430

J&J Exterminating                  --                       $4,590

Adcock Construction                --                      unknown


* Illinois Bank Becomes the 26th to Fail This Year
--------------------------------------------------
Regulators shut down a small bank in Illinois on Friday, raising
to 26 the number of bank failures this year, following 157
closures in 2010.  The Federal Deposit Insurance Corporation,
which was named receiver, seized Bank of Commerce, with one office
in Wood Dale, Illinois, with $163.1 million in assets and
$161.4 million in deposits.  The Advantage National Bank Group,
based in Elk Grove Village, Illinois, agreed to assume the assets
and deposits of the failed bank.  Advantage agreed to pay a
premium of 0.10% to assume all of the deposits of the failed bank.

                   2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                 Loss-Share
                                 Transaction Party    FDIC Cost
                     Assets of   Bank That Assumed    to Insurance
                     Closed Bank Deposits & Bought    Fund
   Closed Bank       (millions)  Certain Assets       (millions)
   -----------       ----------- -----------------    ------------
Bank of Commerce         $163.1  Advantage National         $41.9

Legacy Bank              $190.4  Seaway Bank and Trust      $43.5
First Nat'l Bank of Davis $90.2  The Pauls Valley National  $26.5
Valley Community Bank    $123.8  First State Bank           $22.8
Citizens Bank            $214.3  Heritage Bank              $59.4
San Luis Trust           $332.6  First California           $96.1
Habersham Bank           $387.6  SCBT National              $90.3
Charter Oak Bank         $120.8  Bank of Marin              $21.8
Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4
American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

                     884 Banks in Problem List

The FDIC said for all of 2010, mergers absorbed 197 institutions,
while 157 insured commercial banks and savings institutions
failed.  This is the largest annual number of bank failures since
1992, when 181 institutions failed.

The number of institutions on the FDIC's "Problem List" increased
from 860 in the third quarter to 884 in the fourth quarter.  There
were 775 banks on the list at the end of the first quarter and 829
at June 30.

Total assets of "problem" institutions increased from $379 billion
at Sept. 30, 2010, to $390 billion at the end of the fourth
quarter.  The assets though are below the $403 billion reported at
year-end 2009.

FDIC Chairman Sheila C. Bair notes the rate of increase in the
number of "problem" banks has declined in each of the past four
quarters.  Thirty insured institutions failed during the fourth
quarter, bringing the total number of failures for the full year
to 157.  "As we have repeatedly stated, we believe that the number
of failures peaked in 2010, and we expect both the number and
total assets of this year's failures to be lower than last
year's," added Bair.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* S&P's Global Corporate Default Tally Remains at Three
-------------------------------------------------------
The 2011 global corporate default tally remains at three issuers,
marking the fifth consecutive week without a global corporate
default, said an article published March 25 by Standard & Poor's
Global Fixed Income Research, titled "Global Corporate Default
Update (March 18 - 24, 2011) (Premium)."  This is the longest gap
between defaults since June 2007, when no companies defaulted in a
six-week period.

Two of this year's defaults were based in the U.S., and one was
based in the Czech Republic.  By comparison, 22 global corporate
issuers had defaulted by this time last year (16 U.S.-based
issuers, one European issuer, two issuers based in the emerging
markets, and three issuers based in the other developed region
consisting of Australia, Canada, Japan, and New Zealand).

All three of this year's defaulters missed interest or principal
payments, which was one of the top reasons for default last year.
Of the defaults in 2010, 28 defaults resulted from missed interest
or principal payments, 25 defaults resulted from Chapter 11 and
foreign bankruptcy filings, 23 from distressed exchanges, three
from receiverships, one from regulatory directives, and one from
administration.


* U.S. Distress Ratio Rises Amid Global Uncertainty
---------------------------------------------------
The U.S. economy began 2011 on strong footing, but recent events
in the Middle East and Japan are providing fodder for some
pessimism in the financial markets, according to an article titled
"U.S. Distressed Debt Monitor (Premium)."  "This has not yet
resulted in an increase in default activity, however, as the U.S.
speculative-grade corporate default rate came in at 2.75% at the
end of February," noted Diane Vazza, head of Standard & Poor's
Global Fixed Income Research.

The U.S. speculative-grade corporate bond spread, although still
at historically lower levels, was 507 basis points (bps) on March
15, up from 464 bps a month earlier.  With the increase in the
corporate bond spread, the distress ratio also rose, coming in at
5.24% on March 15, versus 3.97% a month earlier.

Standard & Poor's distress ratio is defined as the number of
distressed securities divided by the total number of speculative-
grade-rated issues.  Distressed credits are speculative-grade-
rated issues that have option-adjusted spreads of more than 1,000
bps relative to Treasuries.

Both the corporate and leveraged loan distress ratios fell in
February.

The S&P/LSTA Leveraged Loan Index distress ratio declined to 4.4%
at the end of February from 5% in the previous month.

A total of 58 companies currently have issues trading with spreads
of 1,000 bps and higher--predictably higher than the 49 in
February.  Along with this, the count of affected issues increased
to 79 as of March 15 from 59 in February.

With an increase in the distress ratio, the amount of affected
debt has also increased, rising to $32.9 billion as of March 15
from $18.2 billion in February.  Based on debt volume, the media
and entertainment, retail/restaurants, and oil and gas sectors
accounted for 57.6% of the total debt outstanding. Oil and gas
alone accounted for more than 25.5%.


* Florida Homestead: Credit Default Swaps Could Impact Homeowners
-----------------------------------------------------------------
Credit default swaps are similar to insurance contracts in that
they promise to cover losses on certain securities in the event of
default.  While CDSs are supposed to give homeowners a feeling of
protection in return for their premiums, they often do not.  This
can ultimately affect a homeowner's ability to obtain a Florida
loan modification.

Insurance companies and banks are regulated and credit swap
markets are not.  Due to this difference in markets, CDSs can be
traded through several investors without the guarantee that anyone
is monitoring the swaps to ensure the buyer can cover the risk of
loss if the security defaults.

Commercial banks are among the key players in the CDS market.
These banks also serve in the capacity as mortgage loan servicers
of residential loans, which are charged with the responsibility of
collecting, monitoring and reporting loan payments, handling
property tax, seeking insurance escrows and late payments,
foreclosing on defaulted loans and remitting payments.

"Seldom reported, loan servicers have and will continue to
strategically employ CDSs to protect against defaults, usually to
the detriment of borrowers seeking loan modifications," Scott
Podvin, Lead Attorney for Florida Homestead Law Group said. "As a
result, these loan servicers may fail to hear the pleas of
homeowners who desperately request loan modifications, even when
loss mitigation strategies are economically viable."

All of this makes it challenging for the banks to value the
contracts and the securities on their books. If the CDS market
turns for the worse, lenders will become even more cautious about
giving loans, and this would largely affect homeowners.

To learn more about the impact CDSs have on loan modifications,
visit Florida Homestead Law Group at. Florida foreclosure defense
attorneys can help explore options available in this situation.

                 About Florida Homestead Law Group

Based in South Florida, The Florida Homestead Law Group --
http://www.homesteadlegal.com/-- strives to provide client
focused interdisciplinary services, resulting in a hands-on legal
representation experience for all clients.  The attorneys and
staff are advocates of financial responsibility and consumer
rights.


* More Hedge Funds to Invest in Troubled Companies, Poll Says
-------------------------------------------------------------
Caroline Humer, writing for Reuters, reports that the Reuters
HedgeWorld & Dykema 2011 Insolvency Outlook Survey shows that
about 72% of fund managers who participated in the poll said they
are investing in financially troubled companies this year, up from
65% in 2010.  At the same time, 62% said their positions in those
companies have increased in value, up from 59% last year.

According to Ms. Humer, the survey results come as the assets
managed by hedge funds industrywide are expected to hit $2.1
trillion this year, surpassing 2008's record $1.93 trillion,
according to Deutsche Bank.  In part, that has been driven by a
flow of funds from private and public pension plans.

"Risk and reward are related. The more risk there is, the greater
the reward," said Richard Bendix, co-leader of the Bankruptcy &
Restructuring practice of national law firm Dykema, according to
the report.  "Because they are seeing greater risk and have done
well in the past, they are seeing greater opportunity in the
future to take advantage of that risk and seek out higher-than-
market returns on their investment."


* San Diego County to Invest EUR60MM in Distressed Debt Fund
------------------------------------------------------------
DealFlow Media's The Distressed Debt Report reports that the San
Diego County Employees Retirement Association has approved an
investment of EUR60 million ($85.4 million) into Oaktree European
Principal Fund III.


* Pimco Has New Equity Fund to Invest in Distressed Debt
--------------------------------------------------------
DealFlow Media's The Distressed Debt Report, citing Bloomberg,
reports that the Pacific Investment Management Co. is rolling out
another private equity fund aimed at investing in distressed
assets.  The Pimco Bravo Fund will buy debt including distressed
commercial real estate mortgages from banks.  The new vehicle will
target community banks where there is currently an overhang of
troubled real estate debt.  Some small banks have been reluctant
to sell off loans either because they don't wish to take a loss on
the transactions, or they are worried that such sales would bring
attention from federal regulators who would then insist on higher
capital levels.

A previous fund based on a similar strategy, Pimco Distressed
Mortgage Fund II LP, has returned 60% after fees according to an
unnamed source cited by Bloomberg, Distressed Debt Report says.


* MKP Capital Rushed to Cash Out of Investments, Report Says
------------------------------------------------------------
According to DealFlow Media's The Distressed Debt Report,
distressed debt fund manager MKP Capital rushed to cash out of
investments two weeks ago, selling off about two-thirds of its
portfolio of asset-backed securities.

The Distressed Debt Report relates that, according to multiple
brokers who moved the assets, the MKP Credit Fund sold into a
distressed market for three days straight, accepting low bids on
commercial mortgage-backed securities, residential mortgage-backed
securities and collateralized loan obligations.

The Distressed Debt Report relates that the New York-based fund,
co-run by Pat McMahon and Tony Lembke, is known for being risk-
averse.  MKP follows trading strategies that enable it to
liquidate to cash during market turmoil. During the 2008 financial
crisis, the MKP Credit Offshore fund broke even, returning .22%,
through early moves to cash. MKP Capital now has $4.5 billion in
assets under management.

The Distressed Debt Report says that, according to investors in
the fund, MKP employs sales triggers to liquidate its portfolio if
it loses a certain percentage or if market conditions become too
uncertain.  Those triggers went into full gear last week as the
market was overcome by fears about the crises in Japan and the
Middle East.  One of those triggers was a 5-percentage-point drop
in 2006 and 2007 CMBS.  Bond brokers said that the largest seller
of asset-backed securities last week was MKP Capital. "They were
the market last week and were forcing prices down," said one
structured credit broker.

The Distressed Debt Report relates that as of February, the Credit
Fund was up 3.81%. Some investors now expect the fund to report a
loss for the year to date after its sales at distressed prices
last week. So far, the fund has lost about 6% in March.

"With the fund sitting on billions in cash now, it will be
interesting to see how they redeploy capital, especially if they
just sold assets that are similar to what they intend to invest in
going forward," said one bond broker, who has traded with the
fund, according to the Distressed Debt Report.

Investors, according to the Distressed Debt Report, say that MKP
has a one-year initial lock-up with 90-day redemption policy and
5% withdrawal fee. The fund has never gated investors' money.

An MKP spokesman declined to comment, the report says.


* San Diego County to Invest EUR60MM in Distressed Debt Fund
------------------------------------------------------------
DealFlow Media's The Distressed Debt Report reports that the San
Diego County Employees Retirement Association has approved an
investment of EUR60 million ($85.4 million) into Oaktree European
Principal Fund III.


* Pimco Has New Equity Fund to Invest in Distressed Debt
--------------------------------------------------------
DealFlow Media's The Distressed Debt Report, citing Bloomberg,
reports that the Pacific Investment Management Co. is rolling out
another private equity fund aimed at investing in distressed
assets.  The Pimco Bravo Fund will buy debt including distressed
commercial real estate mortgages from banks.  The new vehicle will
target community banks where there is currently an overhang of
troubled real estate debt.  Some small banks have been reluctant
to sell off loans either because they don't wish to take a loss on
the transactions, or they are worried that such sales would bring
attention from federal regulators who would then insist on higher
capital levels.

A previous fund based on a similar strategy, Pimco Distressed
Mortgage Fund II LP, has returned 60% after fees according to an
unnamed source cited by Bloomberg, Distressed Debt Report says.


* MKP Capital Rushed to Cash Out of Investments, Report Says
------------------------------------------------------------
According to DealFlow Media's The Distressed Debt Report,
distressed debt fund manager MKP Capital rushed to cash out of
investments two weeks ago, selling off about two-thirds of its
portfolio of asset-backed securities.

The Distressed Debt Report relates that, according to multiple
brokers who moved the assets, the MKP Credit Fund sold into a
distressed market for three days straight, accepting low bids on
commercial mortgage-backed securities, residential mortgage-backed
securities and collateralized loan obligations.

The Distressed Debt Report relates that the New York-based fund,
co-run by Pat McMahon and Tony Lembke, is known for being risk-
averse.  MKP follows trading strategies that enable it to
liquidate to cash during market turmoil. During the 2008 financial
crisis, the MKP Credit Offshore fund broke even, returning .22%,
through early moves to cash. MKP Capital now has $4.5 billion in
assets under management.

The Distressed Debt Report says that, according to investors in
the fund, MKP employs sales triggers to liquidate its portfolio if
it loses a certain percentage or if market conditions become too
uncertain.  Those triggers went into full gear last week as the
market was overcome by fears about the crises in Japan and the
Middle East.  One of those triggers was a 5-percentage-point drop
in 2006 and 2007 CMBS.  Bond brokers said that the largest seller
of asset-backed securities last week was MKP Capital. "They were
the market last week and were forcing prices down," said one
structured credit broker.

The Distressed Debt Report relates that as of February, the Credit
Fund was up 3.81%. Some investors now expect the fund to report a
loss for the year to date after its sales at distressed prices
last week. So far, the fund has lost about 6% in March.

"With the fund sitting on billions in cash now, it will be
interesting to see how they redeploy capital, especially if they
just sold assets that are similar to what they intend to invest in
going forward," said one bond broker, who has traded with the
fund, according to the Distressed Debt Report.

Investors, according to the Distressed Debt Report, say that MKP
has a one-year initial lock-up with 90-day redemption policy and
5% withdrawal fee. The fund has never gated investors' money.

An MKP spokesman declined to comment, the report says.


* AlixPartners Taps Morris as Head of Corp. Investigation Practice
------------------------------------------------------------------
AlixPartners LLP announced Friday that financial services industry
veteran Robert A. Morris has joined the firm as a managing
director and head of its Corporate Investigations Practice in
Asia. Morris, who will be based in Hong Kong, has more than 30
years of experience specializing in forensic accounting,
litigation support and distressed-debt turnaround, and has worked
in Asia for most of his career.

"We are pleased to add Rob Morris to our already-impressive
financial-advisory services unit globally at AlixPartners," said
Fred Crawford, CEO of the firm.  "In addition to his blue-chip
forensic accounting, investigations and litigation consulting
experience, he also has significant experience in leading large
financial-restructuring projects.  This unique combination of
skills makes him a valued asset for clients confronting complex
issues at critical times."

Mr. Morris's investigative experience covers a wide range of
industries, including banking, pharmaceuticals and manufacturing.
His experience includes investigations into white-collar crime,
corruption (particularly issues related to the U.S. Foreign
Corrupt Practices Act and similar legislation) and money
laundering.

Prior to joining AlixPartners, Morris's previous roles included an
18-year career with HSBC, where he was head of the giant bank's
corporate workout department for China, Hong Kong and Macau.
Later, Morris was a Hong Kong-based partner of Ernst & Young,
where he was head of that firm's Asian forensic and litigation
support practice.

"The Asian region plays a vital role in our global economy and, as
such, addressing the integrity of business transactions and
financial reporting has become a significant issue for those with
operations in the region," said Harvey Kelly, managing director of
AlixPartners and co-head of the firm's global Corporate
Investigations Practice.  "With his deep experience in forensic
accounting and investigations, and his years of experience living
and working in Asia, Rob will provide our clients with the
experience and skills they need to promptly address transactional
and financial reporting integrity concerns that may arise in the
region."

Mr. Morris is a past chairman of the Hong Kong Lenders' Group of
INSOL International (International Association of Restructuring,
Insolvency & Bankruptcy Professionals), and was chairman of the
working committee that, under sponsorship of the Hong Kong
Association of Banks and the Hong Kong Monetary Authority,
developed the "Hong Kong Approach to Corporate Difficulties,"
guidelines codifying the principles governing corporate debt
restructurings and workouts. He is an associate with the Institute
of Chartered Accountants in England and Wales, a fellow of the
Hong Kong Society of Accountants and an associate with the
Association of Certified Fraud Examiners, the global organization
that governs professional fraud examiners.  He has also authored
many articles on fraud and related matters, and is a frequent
speaker on these topics. He has a bachelor of science degree with
honors in business economics and accountancy from University of
Southampton in Southampton, England.

                         About AlixPartners

AlixPartners LLP -- http://www.alixpartners.com/EN/-- is a global
business-advisory firm offering comprehensive services in four
major areas: enterprise improvement, turnaround and restructuring,
financial-advisory services and information-management services.
The firm has more than 900 professionals and 15 offices around the
world.


* Berenson & Company Launches Debt Capital Markets Platform
-----------------------------------------------------------
Berenson & Company, LLC announced the launch of a Debt Capital
Markets (DCM) platform that draws on the firm's M&A advisory
practice and expertise in the credit markets.  Debt market
specialists Christopher Johnson, Vice Chairman, and Jack Lucid,
Managing Director, recent additions to Berenson's investment
banking team, will run the firm's DCM platform.

"Berenson & Company has a 20-year track record of successfully
providing financing advisory and private placements of debt and
equity to meet client needs.  Moving into the public debt markets
is a natural extension of our existing capabilities," said Jeffrey
L. Berenson, president and CEO.  "Chris and Jack have played
important roles in hundreds of public financings and, combined
with our long history in the credit markets, that expertise
creates a best-in-class DCM platform.  Our clients can now
leverage off of our foundation in M&A and restructurings for their
DCM strategies as well."

"The breadth and depth of the advisory and execution capabilities
of Berenson & Company are a tremendous draw, meshing with my
previous success at bulge bracket banks in creating origination
platforms and managing recapitalizations," said Mr. Johnson.
"This is an exceptional opportunity to build a DCM practice that
offers a unique perspective across the various private and public
debt options and strategies.  I'm looking forward to working with
Jeffrey, Jack and my Berenson & Company colleagues to provide this
new service for our clients."

"Jeffrey has built an exceptional firm that I'm proud to join --
an organization in which access to a team of senior level
financial experts with deep client relationships will provide an
important differentiator in our DCM business," said Mr. Lucid.
"Having originated, structured and priced billions of dollars in
public credit transactions over the course of my 20-year career,
my role at Berenson is very complementary to the firm's existing
private debt activities."

As part of its DCM capabilities, the firm was recently granted
FINRA approval to execute public underwritings of debt and equity.

The addition of Messrs. Johnson and Lucid follows Berenson &
Company's appointment of Lisbeth Barron as Managing Director and
Head of the firm's Media, Entertainment and Leisure Advisory
Practice.  Ms. Barron, a Wall Street veteran and leading advisor
to numerous top corporations and CEOs, advises clients on the
acquisition of strategic businesses, the sale of non-core assets,
and raising debt and equity capital.

With more than 26 years of investment banking experience,
Mr. Johnson was Head of the Restructuring Advisory Group for the
Americas at Deutsche Bank Securities prior to joining Berenson &
Company.  He also served as the Co-Head of Global Media, Head of
Media Americas Coverage, Co-Head of Telecom Americas Coverage and
COO for Deutsche Bank's Global TMT Operating Committee.  Before
joining Deutsche Bank in 2001, he was with Merrill Lynch for 15
years, most recently as Chairman and co-head of Global Leveraged
Finance. Mr. Johnson has played key roles in more than 200
financings, recapitalizations and acquisitions, with an emphasis
in the Media and Telecom sectors.  Some of the notable
transactions Mr. Johnson has led include advising on and financing
Local TV's $1 billion purchase of TV broadcasting stations from
The New York Times Company and News Corporation, advising on and
financing the consortium that purchased Univision Communications
for $13.7 billion, and executing GBP8 billion in financings for
Virgin Media.  He has an MBA from the Darden Graduate School of
Business Administration, University of Virginia, and a B.S. from
Washington and Lee University.  He was a nuclear submarine officer
on the USS Finback (SSN-670) before attending Darden.

Prior to joining Berenson, Lucid was the CEO and Founding Partner
of Akarui Capital Partners LLC, which was established to invest in
the U.S. non-investment grade fixed income market.  Before
launching Akarui, Mr. Lucid served as Managing Director and Head
of Loan Capital Markets at Jefferies Finance LLC, and was also a
member of that firm's Leveraged Finance committee.  Earlier, he
was a Managing Director at Merrill Lynch & Co., Inc. in New York
and London as both a leveraged finance and relationship banker.
His 20 years of experience in the investment banking field
includes positions focused on Media & Telecommunications and
Global Leveraged Finance at Lehman Brothers and The Chase
Manhattan Bank.  Mr. Lucid has a B.A. in History and Japanese
language from Colgate University.

                    About Berenson & Company

Founded in 1990, Berenson & Company -- http://www.berensonco.com/
-- is an independent investment banking firm that provides
financial advice to a broad range of public and private
corporations, financial institutions, equity sponsors and
entrepreneurs.  The firm's investment banking capabilities include
a comprehensive suite of traditional mergers & acquisitions
advisory, public and private financings of debt and equity,
leveraged and management buyouts, Board advisory services
including fairness opinions and valuations, counsel regarding
proxy contests and takeover defense, divestitures and exclusive
sales, financial restructuring and recapitalizations, and capital
structure advisory.  Its business philosophy is characterized by
an objective, client-focused approach toward developing long-term
relationships and creative problem-solving.


* Bryan Cave Adds Drinker Biddle Bankruptcy Pro in New York
-----------------------------------------------------------
Bankruptcy Law360 reports that Bryan Cave LLP announced March 23
that Stephanie Wickouski, who served as lead bankruptcy counsel to
indenture trustees of Chemtura Corp., Northwest Airlines Corp. and
others, had left Drinker Biddle & Reath LLP to join the firm's
New York office as a partner.

Ms. Wickouski served as vice chair of the corporate restructuring
group and partner in charge of Drinker Biddle's New York branch,
where she worked for almost 10 years.


* GAMR-G Appoints GM of Machinery & Equipment Valuation Practice
----------------------------------------------------------------
Great American Group, L.L.C. appointed Michael A. Petruski as the
Executive Vice President and General Manager of the Machinery &
Equipment Valuation practice.

Mr. Petruski will lead an experienced team of appraisal
professionals and associates in providing USPAP-compliant
appraisals across the broad spectrum of industrial assets for
lenders, capital providers, private equity investors and
professional service firms.

Lester Friedman, CEO of Great American Group Valuation Services
L.L.C., said "Michael's management experience in manufacturing,
industrial asset sales and appraisal, in conjunction with his
collaborative relationship with our disposition business unit, is
integral to the growth of Great American Group.  Mr. Petruski
joined us in June 2009 and has successfully led the growth of our
industrial appraisal verticals in metals and construction
equipment."

Mr. Petruski has more than 22 years of collateral evaluation and
appraisal experience in asset-based lending.  Prior to joining
Great American Group, Michael worked for Wachovia Capital Finance,
a Wells Fargo Company, where he managed the Collateral Evaluation
Group as Director, Appraisal.  Previously, he was with Citigroup's
Structured Finance Division as Vice President, Collateral
Evaluation.  As a former executive with the American Can Company,
Michael was Director of International Machinery Sales and
Materials Procurement.

                   About Great American Group

Great American Group, L.L.C. -- http://www.greatamerican.com/--
is a provider of asset disposition solutions and valuation and
appraisal services to a wide range of retail, wholesale and
industrial clients, as well as lenders, capital providers, private
equity investors and professional service firms.  Great American
Group has offices in Atlanta, Boston, Chicago, Dallas, London, Los
Angeles, New York and San Francisco.  For more information,
contact (818) 884-3737 or visit http://www.greatamerican.com/


* BOND PRICING -- For Week From March 21 to 25, 2011
----------------------------------------------------

  Company            Coupon      Maturity  Bid Price
  -------            ------      -------- ----------
AMBAC INC             5.950%    12/5/2035     11.500
AMBAC INC             6.150%     2/7/2087      0.250
AMBAC INC             7.500%     5/1/2023     15.200
AMBAC INC             9.500%    2/15/2021     11.000
ADVANTA CAP TR        8.990%   12/17/2026     11.950
AHERN RENTALS         9.250%    8/15/2013     43.660
GMAC LLC              6.000%     4/1/2011     99.990
AMBASSADORS INTL      3.750%    4/15/2027     38.250
APL-CALL04/11         8.125%   12/15/2015    104.125
BANK NEW ENGLAND      8.750%     4/1/1999     11.250
BANK NEW ENGLAND      9.875%    9/15/1999     13.500
BANKUNITED FINL       6.370%    5/17/2012      5.500
BUFFALO THUNDER       9.375%   12/15/2014     36.002
CAPMARK FINL GRP      5.875%    5/10/2012     45.500
CS FINANCING CO      10.000%    3/15/2012      3.000
DNR-CALL04/11         7.500%     4/1/2013    100.500
DUNE ENERGY INC      10.500%     6/1/2012     74.500
EDDIE BAUER HLDG      5.250%     4/1/2014      4.000
FRANKLIN BANK         4.000%     5/1/2027      6.700
FREEPORT-MC C&G       8.250%     4/1/2015    104.140
FRIEDE GOLDMAN        4.500%    9/15/2004      0.950
FAIRPOINT COMMUN     13.125%     4/1/2018     10.375
GREAT ATLA & PAC      5.125%    6/15/2011     37.875
GREAT ATLA & PAC      6.750%   12/15/2012     38.375
GREAT ATLANTIC        9.125%   12/15/2011     37.100
GENERAL MOTORS        7.125%    7/15/2013     28.250
GENERAL MOTORS        7.700%    4/15/2016     27.230
GENERAL MOTORS        9.450%    11/1/2011     24.800
KEYSTONE AUTO OP      9.750%    11/1/2013     25.125
LEHMAN BROS HLDG      4.500%     8/3/2011     23.750
LEHMAN BROS HLDG      4.700%     3/6/2013     22.500
LEHMAN BROS HLDG      4.800%    2/27/2013     22.500
LEHMAN BROS HLDG      4.800%    3/13/2014     25.000
LEHMAN BROS HLDG      5.000%    1/22/2013     22.750
LEHMAN BROS HLDG      5.000%    2/11/2013     24.375
LEHMAN BROS HLDG      5.000%    3/27/2013     25.750
LEHMAN BROS HLDG      5.000%     8/5/2015     24.380
LEHMAN BROS HLDG      5.100%    1/28/2013     24.000
LEHMAN BROS HLDG      5.150%     2/4/2015     22.900
LEHMAN BROS HLDG      5.250%     2/6/2012     25.000
LEHMAN BROS HLDG      5.250%    2/11/2015     24.000
LEHMAN BROS HLDG      5.500%     4/4/2016     25.050
LEHMAN BROS HLDG      5.625%    1/24/2013     25.125
LEHMAN BROS HLDG      5.750%    7/18/2011     25.750
LEHMAN BROS HLDG      5.750%    5/17/2013     25.000
LEHMAN BROS HLDG      6.000%    7/19/2012     25.350
LEHMAN BROS HLDG      6.000%    6/26/2015     24.000
LEHMAN BROS HLDG      6.000%   12/18/2015     23.050
LEHMAN BROS HLDG      6.625%    1/18/2012     25.125
LEHMAN BROS HLDG      8.050%    1/15/2019     24.375
LEHMAN BROS HLDG      8.500%     8/1/2015     25.000
LEHMAN BROS HLDG      8.800%     3/1/2015     25.875
LEHMAN BROS HLDG      8.920%    2/16/2017     25.750
LEHMAN BROS HLDG      9.500%   12/28/2022     23.500
LEHMAN BROS HLDG      9.500%    1/30/2023     24.500
LEHMAN BROS HLDG      9.500%    2/27/2023     24.500
LEHMAN BROS HLDG     10.000%    3/13/2023     22.000
LEHMAN BROS HLDG     10.375%    5/24/2024     24.375
LEHMAN BROS HLDG     11.000%    6/22/2022     23.250
LEHMAN BROS HLDG     11.000%    8/29/2022     24.375
LEHMAN BROS HLDG     11.000%    3/17/2028     23.750
LEHMAN BROS HLDG     12.120%    9/11/2009      5.390
LEHMAN BROS HLDG     18.000%    7/14/2023     22.500
LEHMAN BROS HLDG     22.650%    9/11/2009     24.000
LOCAL INSIGHT        11.000%    12/1/2017      4.000
LTX-CREDENCE          3.500%    5/15/2011     90.000
MACYS RETAIL HLD      6.625%     4/1/2011    100.100
MAJESTIC STAR         9.750%    1/15/2011     15.000
MAGNA ENTERTAINM      7.250%   12/15/2009      3.000
MFCCN-CALL04/11       5.800%    4/15/2031     97.144
NEWPAGE CORP         10.000%     5/1/2012     66.750
NEWPAGE CORP         12.000%     5/1/2013     38.000
RESTAURANT CO        10.000%    10/1/2013     53.500
RESTAURANT CO        10.000%    10/1/2013      8.500
PROTECTIVE LIFE       4.000%     4/1/2011    100.027
RIVER ROCK ENT        9.750%    11/1/2011     87.960
RASER TECH INC        8.000%     4/1/2013     35.000
SBARRO INC           10.375%     2/1/2015     26.600
SHENGDATECH INC       6.000%     6/1/2018     94.495
ISTAR FINANCIAL       5.125%     4/1/2011    100.000
SPHERIS INC          11.000%   12/15/2012      1.500
THORNBURG MTG         8.000%    5/15/2013      2.000
TRANS-LUX CORP        8.250%     3/1/2012     15.700
TRANS-LUX CORP        9.500%    12/1/2012     15.000
TOUSA INC             9.000%     7/1/2010     15.750
TIMES MIRROR CO       7.250%     3/1/2013     43.000
TRICO MARINE SER      8.125%     2/1/2013     10.500
TXU ENERGY CO         7.000%    3/15/2013     29.000
VIRGIN RIVER CAS      9.000%    1/15/2012     48.000
WOLVERINE TUBE       15.000%    3/31/2012     30.000



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***