TCR_Public/110401.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, April 1, 2011, Vol. 14, No. 90

                            Headlines

2005 JOHN: Case Summary & 3 Largest Unsecured Creditors
211 WAUKEGAN: Case Summary & 13 Largest Unsecured Creditors
4KIDS ENTERTAINMENT: May File for Bankruptcy Amid Licensor Dispute
AGS HOLDINGS: Moody's Withdraws 'Caa1' Corporate Family Rating
ALPHATRADE.COM: To Continue Business While in Chapter 11

AMERIGROUP CORP: S&P Raises Counterparty Credit Rating to 'BB+'
AMBRILIA BIOPHARMA: Delays 2010 Financial Statements
ALLY FINANCIAL: Completes Refinancing of $15BB Credit Facilities
AMERICAN PACIFIC: S&P Cuts to 'B-', Sees "Soft" Results for 2011
APPLESEED'S INTERMEDIATE: Photographer Wants Pictures Returned

ARYX THERAPEUTICS: Terminates Registration of Common Stock
ASNACO LLC: BB&T Wants Chapter 11 Bankruptcy Case Dismissed
ASNACO LLC: Files Schedules of Assets & Liabilities
ASNACO LLC: Section 341(a) Meeting Scheduled for April 20
ATLANTIC LEASING: Must File Schedules of Assets & Debts Today

AXESSTEL INC: Incurs $6.31 Million Net Loss in 2010
BAKER & TAYLOR: S&P Gives Positive Outlook, Affirms 'B' Rating
BASS PRO: S&P Gives Positive Outlook, Affirms 'BB-' Rating
BERNARD L. MADOFF: SIPC Pitches to Keep JPM Suit in Bankr. Ct.
BICENT POWER: S&P Junks Rating on $480 Mil. Senior Loan From 'BB-'

BIG APPLE VOLKSWAGEN: Files for Ch. 11 to Stop Repossession
BIG APPLE VOLKSWAGEN: Case Summary & 20 Largest Unsec. Creditors
BIOFUEL ENERGY: Net Losses Hike to $25.22-Mil. in 2010
BLOCKBUSTER INC: SK Telecom Considers Bidding for Assets
BLOCKBUSTER INC: Dreyer's Disputes Bid to Assign Contract

BLUE HERON: P.C. McKittrick Appointed as Ch. 11 Trustee
BLUE HERON: Ch. 11 Trustee Wins Court Nod to Retain Ball Janik
BORDERS GROUP: Inks First Amendment to $505-Mil. DIP Agreement
BORDERS GROUP: Proposes to Modify Trade Terms With Vendors
BORDERS GROUP: Committee Proposes Vendor Information Protocol

BORDERS GROUP: Proposes to Tap Deloitte for Consulting Services
BORDERS GROUP: Proposes Ernst & Young as Auditor
BPP TEXAS: Seeks to Employ Hunter Realty as Hotel Broker
CARTER'S GROVE: Lender Wants to Move Case to Virginia
CATALYST PAPER: To Hold Annual Meeting on April 28

CEMEX SAB: S&P Assigns 'B' Rating to $800 Mil. Floating Notes
CHINA TEL GROUP: Delays Filing of Form 10-K
CHINA TEL GROUP: Registers 423,077 Under Consulting Services
CIT GROUP: DBRS Assigns 'B' Rating on Series C Notes
CITGO PETROLEUM: S&P Affirms 'BB-' Corporate Credit Rating

CLUB VENTURES: U.S. Trustee Forms 3-Member Creditors Committee
COMMERCIAL VEHICLE: 2011 Bonus Plan for Executives Approved
CONSOLIDATED CAPITAL: Terminates Registration of Units
CONTINENTAL RESOURCES: Moody's Affirms 'Ba3' Corp. Family Rating
CPJFK LLC: Hotel Owners Ask for Stay of Sale Pending Appeal

DAVIE YARDS: Court Extends CCAA Stay Order to May 9
DELPHI CORP: GAO to Release Initial Reports on Pension Probe
DELPHI CORP: Retirees Complain of VEBA Committee Violations
DELPHI CORP: Defends Preference Lawsuits
DELTA AIR: Janus Capital Has 7.3% Equity Stake

DELTA AIR: FMR LLC Has 10.951% Equity Stake
DELTA AIR: Officers Disclose Disposition/Acquisition of Shares
DELUXE SYNDICATE: Case Summary & 4 Largest Unsecured Creditors
DILLARD'S INC: S&P Affirms 'BB-' Corporate Credit Rating
DONG-IN DEVELOPMENT: Sec. 341 Meeting of Creditors Set for April 1

DONG-IN DEVELOPMENT: Prohibited from Using Rents from Mo. Property
DR. JEFFREY: Case Summary & 16 Largest Unsecured Creditors
DYNEGY INC: Harrison Hunter Owns 500,000 Common Shares
DYNEGY INC: Seneca, In Talks, Won't Pursue Consent Solicitation
EAGLE INDUSTRIES: Plan Filing Period Extended to May 23

EASTMAN KODAK: To Hold Annual Meeting of Stockholders on May 11
ELEPHANT TALK: CEO Outlines Telecom Expansion Plans
ENNIS COMMERCIAL: Receiver Taking Over Porteville Property
ENVIRONMENTAL INFRASTRUCTURE: Delays Filing of Annual Report
EUGENE PIPE: Continues Operations While in Chapter 11

FIRST DATA: Moody's Assigns 'B1' Rating to $750 Mil. Notes
FIRST DATA: Fitch Expects to Rate $750 Mil. Notes at 'BB-/RR2'
FIRST DATA: S&P Affirms Corporate Credit Rating at 'B'
FIRST DATA: Moody's Assigns 'B1' Rating to $750 Mil. Notes
FIVE HOUSTON: LB-RPR Reo Wants Involuntary Ch. 11 Case Dismissed

FPD LLC: Hearing on Sale of WF Collateral Continued to May 23
FPD LLC: Can Employ Sheldon Good as Broker and Auctioneer
FPD LLC: Use of Wells Fargo Cash Collateral Extended to April 30
FRONTEER GOLD: Securityholders OK Plan of Arrangement with Newmont
GENERAL GROWTH: Parties Resolve Moelis Claim

GENERAL GROWTH: Moelis' Motion to Remand Suit Denied
GENERAL GROWTH: Seeks Liquidation of $319.0-Mil. of Claims
GENERAL MOTORS: Old GM Chapter 11 Plan Consummated
GENERAL MOTORS: S&P Raises Counterparty Credit Rating to 'B+'
GENERAL PURPOSE: Case Summary & 20 Largest Unsecured Creditors

GLOBAL DEFENSE: S&P Gives 'B' Corporate Due to Low Market Share
GREEN TREE: GTCS and Walter Deal Won't Affect Moody's 'B1' Rating
GREENBRIER COS: Commences Cash Tender Offer of 8 3/8% Sr. Notes
GREENBRIER COS: Intends to Offer $200MM Conv. Sr. Notes Due 2018
GREENBRIER COS: Amends Rights Agreement With Computershare

GREENBRIER COS: James Cruckshank Disposes of 734 Common Shares
HARRY & DAVID: Asks for 45-Day Extension for Schedules
HARRY & DAVID: Has OK to Hire Garden City Group as Claims Agent
HEARUSA INC: Court Grants TRO vs. Siemens Hearing
HOPE SPRINGS: Looking for Buyers; Exploring Other Options

HORIZON BANCORP: Delays Filing of Form 10-K on Bank Closure
HORIZON LINES: Bonds Fall; Company Said to Weigh Bankruptcy
HORIZON LINES: S&P Cuts Corporate to 'CCC' on Possible Breach
INT'L COMMERCIAL: Incurs $795,913 Net Loss in 2010
IRVINE SENSORS: Issues 683,917 Common Shares

JEFFERSON, AL: Officials Met With State Lawmakers
KALISPEL TRIBAL: S&P Assigns 'B+' Issuer Credit Rating
LEHMAN BROTHERS: U.K. Court Rules Against Mortgage Bondholders
LEHMAN BROTHERS: Singapore Investors Appeal Order on Losses
LEHMAN BROTHERS: Albany Council Hopes for Win in Class Suit

LEHMAN BROTHERS: June 28 Hearing on Creditors' Plan Outline
LEHMAN BROTHERS: LCPI Sues Sark Master Fund to Recover Payments
LEHMAN BROTHERS: Creditors Transfer $2-Bil. in Claims in March
LEXICON UNITED: Delays 2010 Report Due to Foreign Operations
LIBERTY TOWERS: Voluntary Chapter 11 Case Summary

LOCAL INSIGHT: Has Bonus Approval, Exclusivity Until June 15
LOCAL TV: S&P Raises Corporate Credit Rating to 'B'
LOCATEPLUS HOLDINGS: YA Global Completes Assignment of Debenture
MAJESTIC CAPITAL: AM Best Cuts Financial Strength Rating to 'B'
MANSIONS AT HASTINGS: Plans Filed for Each Debtor

MARKET DEVELOPMENT: Voluntary Chapter 11 Case Summary
MASSEY ENERGY: S&P Keeps 'BB-' Corporate, Outlook Developing
MERITOR INC: To Close Trailer Axle Business in Europe
MFJT LLC: Section 341(a) Meeting Scheduled for April 26
MIDWEST BANC: Files Amended Plan; May 4 Confirmation Hearing Set

MOLECULAR INSIGHT: Savitr Capital Owns 10.85% of Common Stock
MONEYGRAM INTERNATIONAL: S&P Raises Counterparty Rating to 'BB-'
MORGANS HOTEL: Two Directors Disclose Shares/Warrants Ownership
MORRIS PUBLISHING: Bankr. Courts Are Not 'Complaint Departments'
MTPCS HOLDINGS: S&P Assigns 'B' Corporate Credit Rating

NATIONAL AUTOMATION: Settles Pending Lawsuits With Intecon, et al
NAVIOS SOUTH: S&P Assigns 'B+' Corporate Credit Rating
NEW STREAM: To Face Opposition at Today's DIP Loan Hearing
NNN 2400: Lender Wants Case Dismissed Due to Bad Faith Filing
NO FEAR: Reiterates Need for Bankruptcy Financing

NORTEL NETWORKS: U.K. Regulators Violated U.S. Automatic Stay
NOVA CHEMICALS: S&P Raises Corporate Credit Rating to 'BB-'
OPPENHEIMER HOLDINGS: Moody's Affirms 'B2' Corp. Family Rating
OPPENHEIMER HOLDINGS: S&P Assigns 'B+' Counterparty Credit Rating
OZBURN-HESSEY HOLDING: S&P Affirms 'B' Corporate Credit Rating

PLATINUM STUDIOS: Delays Filing of Annual Report
POMPANO CREEK: Court Rejects Hiring of Bangor as Bankr. Counsel
POMPANO CREEK: Court Delays Ruling on Bid to Hire Accountant
PRIMUS TELECOMMUNICATIONS: S&P Retains Neg. Watch on 'B' Rating
PRISZM LP: Files for Bankruptcy Protection in Canada

PROTEONOMIX INC: Incurs $3.47 Million Net Loss in 2010
PURSELL HOLDINGS: Hires Brown & Ruprecht as Bankr. Counsel
RANDOLPH TOWERS: Voluntary Chapter 11 Case Summary
RCLC INC: Plan Outline Okayed; Court Sets April 21 Voting Deadline
REDDY ICE: Avenir Corporation Discloses 4.1% Equity Stake

RS WEST: Case Summary & 13 Largest Unsecured Creditors
SAINT VINCENTS: Selling Manhattan Campus to Rudin for $260-Mil.
SAN MARCOS: Ch. 11 Halts Trustee Sale; Business as Usual
SAND HILL: Requests Yet Another Exclusivity Extension
SANSWIRE CORP: Incurs $9.79 Million Net Loss in 2010

SBARRO INC: May File Prepack Ch. 11 as Soon as Monday, WSJ Says
SCHUTT'S SPORTS: Plan Set for May 9 Confirmation Hearing
SEAHAWK DRILLING: Files Amended Schedules of Assets and Debts
SEALY CORP: Incurs $902,000 Net Loss in Feb. 27 Quarter
SEAVIEW PLACE: Files Schedules of Assets & Liabilities

SEAVIEW PLACE: Has Interim OK to Hire Jennis as Bankr. Counsel
SEAVIEW PLACE: Section 341(a) Meeting Scheduled for April 25
SERTA INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
SEXY HAIR: Wins OK to Hire Imperial Capital as Investment Banker
SHERIDAN GROUP: Moody's Downgrades Corp. Family Rating to 'B3'

SHERIDAN GROUP: S&P Lowers Rating to 'CCC+' on Weak Liquidity
SHERRITT INTERNATIONAL: DBRS Confirms Issuer Rating at 'BB'
SIZZLING PLATTER: S&P Assigns 'B-' Corporate Credit Rating
SOUTHLAKE AVIATION: Files for Chapter 11 in Dallas
SOUTHLAKE AVIATION: Case Summary & Largest Unsecured Creditor

ST. JOSEPH MEDICAL: Will Be on Auction Block This Month
STARPOINTE ADERRA: Court Confirms Liquidation Plan
STRAND CLOSING: Owner Ordered to Pay $420,000 Penalty
SUNNY ENTERPRISES: BB&T Wants Dismissal to Foreclose
SUPERIOR ACQUISITIONS: Ch. 11 Trustee Files Restructuring Plan

SUPERIOR ACQUISITIONS: Court Approves Bachecki Crom Employment
SW OWNERSHIP: Sues Lender for Stalling Project Construction
SW PENNSYLVANIA REGIONAL: Former Alcoa Headquarters in Ch. 11
TARAZ KOOH: Chapter 11 Restructuring Plan Took Effect March 14
TC GLOBAL: CEO Pennington to Retire; Pearson to Take Over

TENET HEALTHCARE: Deadline for Submission of Proposals on June 10
THEATRE CLUB: Files Schedules of Assets & Liabilities
THEATRE CLUB: Section 341(a) Meeting Scheduled for May 3
TREY RESOURCES: Incurs $568,505 Net Loss in 2010
TRIBUNE CO: Deadline to Effectuate Service to Preferences Extended

TRIBUNE CO: Warren Beatty Wins in "Dick Tracy" Suit vs. Tribune
TRIBUNE CO: TV Guide Wants Payment for Ongoing Infringement
TRICO MARINE: Unit Solicitation for Swap, Prepack Expires Today
TRIUS THERAPEUTICS: Prism Venture Discloses 12.5% Equity Stake
TYSON FOODS: Moody's Upgrades Corporate Family Rating to 'Ba1'

UNITED CONTINENTAL: Gives 1Q/Full Year 2011 Projections
UNITED CONTINENTAL: Continues to Respond to Rising Jet Fuel Prices
UNITED CONTINENTAL: Might Reduce Capacity In Japan-Bound Flights
UNITED CONTINENTAL: Reaches Agreement on O'Hare Project Dispute
UNIVERSAL SOLAR: Incurs $593,808 Net Loss in 2010

UTILITY LINE: Bid to Save Sewer Line Warranty Program Fails
VALEANT PHARMACEUTICALS: Moody's Reviews 'Ba3' Corp. Family Rating
VALEANT PHARMACEUTICALS: S&P Puts 'BB-' Rating on Negative Watch
VERIFONE SYSTEMS: S&P Gives Positive Outlook, Keeps 'BB-' Rating
VERISK ANALYTICS: Moody's Assigns 'Ba1' Corporate Family Rating

VISTEON CORP: S&P Assigns 'B+' Rating to $500 Mil. Notes
VISTEON CORPORATION: Moody's Puts 'B2' Rating on $500 Mil. Notes
WILLBROS UNITED: Moody's Confirms 'B3' Corporate Family Rating
WJO INC: Plan Filing Deadline Extended Until June 15
WPG HOLDINGS: Case Summary & 9 Largest Unsecured Creditors

X-RITE INC: S&P Assigns 'BB-' Rating to New Senior Secured Loan
Z TRIM HOLDINGS: Delays Filing of Annual Report
ZAINAB 76: Voluntary Chapter 11 Case Summary

* Financial Advisory and Restructuring Experts Launch Rock Point

* BOOK REVIEW: The Executive Guide to Corporate Bankruptcy

                            *********

2005 JOHN: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 2005 John D Thomas Trust
        650 Town Center Dr., Ste 1200
        Costa Mesa, CA 92626

Bankruptcy Case No.: 11-14407

Chapter 11 Petition Date: March 29, 2011

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Debtor's Counsel: David G. Epstein, Esq.
                  THE DAVID EPSTEIN LAW FIRM
                  P.O. Box 4858
                  Laguna Beach, CA 92652-4858
                  Tel: (949) 715-1500
                  Fax: (949) 715-2570
                  E-mail: david@epsteinlitigation.com

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

Estimated Debts: $0 to $50,000

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-14407.pdf

The petition was signed by Dave Thomas, trustee.


211 WAUKEGAN: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 211 Waukegan LLC
        211 Waukegan Road
        Winnetka, IL 60093

Bankruptcy Case No.: 11-13104

Chapter 11 Petition Date: March 30, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: William J. Factor, Esq.
                  Sara E. Lorber, Esq.
                  THE LAW OFFICE OF WILLIAM J. FACTOR, LTD
                  1363 Shermer Road, Suite 224
                  Northbrook, IL 60062
                  Tel: (847) 239-7248
                       (312) 373-7227
                  Fax: (847) 574-8233
                       (847) 574-8233
                  E-mail: wfactor@wfactorlaw.com
                          slorber@wfactorlaw.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 13 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ilnb11-13104.pdf

The petition was signed by Sam Kabbani, manager.


4KIDS ENTERTAINMENT: May File for Bankruptcy Amid Licensor Dispute
------------------------------------------------------------------
4Kids Entertainment, Inc., on March 31, 2011, announced financial
results for the fourth quarter and year ended Dec. 31, 2010.

Net revenues for the three months ended Dec. 31, 2010, totaled
$4.8 million, compared to $16.2 million for the same period in
2009.  The Company's net loss for the three months ended Dec. 31,
2010 attributable to 4Kids Entertainment was $(7.4) million, or
$(0.54) per diluted share (consisting of a net loss from
continuing operations attributable to 4Kids Entertainment of
$(7.8) million, or $(0.57) per diluted share, and net income from
discontinued operations attributable to 4Kids Entertainment of
$0.4 million, or $0.03 per diluted share), as compared to a net
loss for the three months ended Dec. 31, 2009 of $(21.3) million,
or $(1.59) per diluted share (consisting of a net loss from
continuing operations attributable to 4Kids Entertainment of
$(17.2) million, or $(1.28) per diluted share, and a net loss from
discontinued operations attributable to 4Kids Entertainment of
$(4.1) million, or $(0.31) per diluted share).

For the year ended Dec. 31, 2010, net revenues totaled $14.5
million, compared to $34.2 million for the same period in 2009.
The Company's net loss attributable to 4Kids Entertainment for the
year ended Dec. 31, 2010 was $(27.2) million, or $(2.02) per
diluted share (consisting of a net loss from continuing operations
attributable to 4Kids Entertainment of $(25.2) million, or $(1.87)
per diluted share, and a net loss from discontinued operations
attributable to 4Kids Entertainment of $(2.0) million, or $(0.15)
per diluted share), as compared to a net loss of $(42.1) million,
or $(3.16) per diluted share for the year ended December 31, 2009
(consisting of a net loss from continuing operations attributable
to 4Kids Entertainment of $(31.9) million, or $(2.40) per diluted
share, and a net loss from discontinued operations attributable to
4Kids Entertainment of $(10.2) million, or $(0.76) per diluted
share).

As of Dec. 31, 2010, the Company had approximately $4.2 million in
cash and $7.1 million in investment securities at their fair
market value.

As previously reported by 4Kids on March 24, 2011, 4Kids received
a letter from the licensors of the Yu-Gi-Oh! property, Asatsu-DK
Inc and TV Tokyo Corporation, purporting to terminate the
agreement dated July 1, 2008, between 4Kids and Licensors due to
alleged breaches of the Yu-Gi-Oh! Agreement by 4Kids.  The
purported termination letter did not comply with the 10 business
day notice and cure provision in the Yu-Gi-Oh! Agreement.  On
March 24, 2011, the Licensors filed a lawsuit against the Company
in the United States District Court for the Southern District of
New York also claiming that 4Kids has breached the Yu-Gi-Oh!
Agreement for failing to pay Licensors approximately $4.7 million
with regard to certain audit claims asserted by Licensors.

"The Company believes that the claims made by ADK in its lawsuit
are baseless and its attempt to terminate the agreement invalid,"
said Michael Goldstein interim Chairman of the Board of 4Kids
Entertainment, Inc. "4Kids will vigorously oppose the attempted
termination of the Yu-Gi-Oh! Agreement and the audit claims. If
the matter is not settled, 4Kids will, regretfully, be seeking to
recover the full measure of damages from Licensors for wrongfully
terminating the Yu-Gi-Oh! Agreement and causing significant injury
to the business of 4Kids," said Mr. Goldstein.

"4Kids intends to continue its attempts to resolve the dispute
with the Licensors.  If such attempts are unsuccessful, 4Kids
intends to take all actions it deems necessary to preserve its
business and assets, including the potential filing of a petition
under Chapter 11 of the United States Bankruptcy Code."

                  About 4Kids Entertainment, Inc.

With U.S. headquarters in New York City, and international offices
in London, 4Kids Entertainment, Inc., is a global organization
devoted to the creation, development, production, broadcasting,
distribution, licensing and manufacturing of children's
entertainment products.

Through its subsidiaries, 4Kids produces animated television
series and films, distributes 4Kids' produced or licensed animated
television series for the domestic and international television
and home video markets, licenses merchandising rights worldwide to
4Kids' owned or represented properties, operates Websites to
support 4Kids' owned or represented properties.  Additionally, the
Company programs and sells the national advertising time in
"TheCW4Kids" five-hour Saturday morning block on The CW television
network.


AGS HOLDINGS: Moody's Withdraws 'Caa1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service withdrew all ratings for AGS Holdings
LLC.  The ratings withdrawal was prompted by AGS Holdings'
decision not to move forward with its re-financing transaction
to which Moody's had originally assigned its ratings.

Ratings withdrawn are:

* Corporate Family Rating at Caa1

* Probability of Default Rating at Caa1

* $150 million guaranteed senior secured 2nd lien notes at Caa1
  (LGD 4, 57%)

The last rating action on AGS Holdings LLC occurred on March 14,
2011, when Moody's assigned first time Corporate Family and
Probability of Default ratings.  The outlook was stable.

AGS Holdings, LLC, designs, manufactures, and operates Class II
and Class III gaming machines principally for the Native American
casino market.  AGS is owned by affiliates of Alpine Investors II,
LP.


ALPHATRADE.COM: To Continue Business While in Chapter 11
--------------------------------------------------------
AlphaTrade.Com has filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Nevada, for the purposes of
reorganizing its debts.

"We wish to assure our clients going forward that we will continue
to operate our business and provide services to them as reliably
as we have done in the past," AlphaTrade.Com said in a statement.

Based in North Vancouver, British Columbia, AlphaTrade.com (OTCBB:
APTD) -- http://www.alphatrade.com/-- provides both real-time and
delayed stock market quotes to subscribers via the Internet.

Alphatrade.com filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 11-14353) on March 28, 2011.  The Debtor estimated up to
$50,000 in assets and debts of up to $10 million.  John J.
Laxague, Esq., at Cane Clark LLP, in Las Vegas, Nevada, represents
the Debtor.

Alhatrade's case summary is in the March 30, 2011 edition of the
Troubled Company Reporter.


AMERIGROUP CORP: S&P Raises Counterparty Credit Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its counterparty
credit and senior debt ratings on Amerigroup Corp. to 'BB+' from
'BB'.  The outlook on the company is stable.

"AGP's holding-company key credit metrics remain very conservative
for the rating level," said Standard & Poor's credit analyst Hema
Singh.  "The company's financial flexibility has improved, its
EBITDA interest coverage has significantly improved, and the
company has realized benefits from its growing operational scale
and associated strong cash-flow generation capacity."

The stable outlook reflects Standard & Poor's expectations that
AGP will sustain its overall business and financial flexibility
improvements and is well positioned to continue to execute on its
organic growth and geographic diversification strategies.  It also
reflects limited potential for a rating change in the next 12
months unless financial metrics deteriorate significantly beyond
S&P's expectations for 2011-2012.


AMBRILIA BIOPHARMA: Delays 2010 Financial Statements
----------------------------------------------------
Ambrilia Biopharma Inc. on March 30, 2011, provided bi-weekly
Default Status Report under National Policy 12-203 - Cease Trade
Orders for Continuous Disclosure Defaults.

Ambrilia also announced that the filing of its 2010 audited
financial statements, annual management's discussion and analysis,
related CEO and CFO certifications and its annual information
form, was being delayed beyond the filing deadline of March 31,
2011.  As a result of Ambrilia's ongoing review process while
under the Companies' Creditors Arrangement Act (Canada)
protection, there is a high degree of measurement uncertainty with
respect to the appropriate carrying value of certain of Ambrilia's
assets on its balance sheet and as a result Ambrilia is unable to
prepare its annual filings.

On Nov. 10, 2010, Ambrilia announced that the filing of its
interim financial statements, management's discussion and analysis
and related CEO and CFO certifications for the third quarter ended
on Sept. 30, 2010, would be delayed beyond the filing deadline of
Nov. 12, 2010.

On Aug. 4, 2010, Ambrilia announced that the filing of its interim
financial statements, management's discussion and analysis and
related CEO and CFO certifications for the second quarter ended on
June 30, 2010, would be delayed beyond the filing deadline
thereof.

On May 12, 2010, Ambrilia announced that the filing of its interim
financial statements, management's discussion and analysis and
related CEO and CFO certifications for the first quarter ended on
March 31, 2010, was being delayed beyond the filing deadline
thereof.

On April 1, 2010, Ambrilia had announced that the filing of its
2009 audited financial statements, annual management's discussion
and analysis, related CEO and CFO certifications and its annual
information form, was being delayed beyond the filing deadline
thereof.

On Nov. 16, 2009, Ambrilia had previously announced that the
filing of its interim financial statements, management's
discussion and analysis and related CEO and CFO certifications for
the third quarter ended on September 30, 2009, was being delayed
beyond the filing deadline thereof.

On Aug. 11, 2009, Ambrilia had previously announced that the
filing of its interim financial statements, management's
discussion and analysis and related CEO and CFO certifications for
the second quarter ended on June 30, 2009, was being delayed
beyond the filing deadline thereof.

Ambrilia reports that, since its most recent default announcement
on Nov. 10, 2010, there have not been any material changes to the
information contained therein, or any failure by Ambrilia to
fulfill its intentions with respect to satisfying the provisions
of the alternative information guidelines, and there have been no
additional defaults subsequent to such announcement.  Further,
there has been no additional material information concerning
Ambrilia and its affairs since its last bi-weekly Default Status
Report dated March 16, 2011, that has not been disclosed.
Ambrilia intends to file, if required, its next Default Status
Report by April 13, 2011.

Ambrilia has been operating under the protection of the CCAA since
July 31, 2009.

Any recovery for creditors and other stakeholders, including
shareholders, is uncertain and is highly dependent upon a number
of factors, including the outcome of Ambrilia proceedings under
the CCAA.

                     About Ambrilia Biopharma

Ambrilia Biopharma Inc. (CA:AMB 0.03, -0.04, -57.14%) --
http://www.ambrilia.com/-- is a biotechnology company focused on
the discovery and development of novel treatments for viral
diseases and cancer.  The Company's strategy aims to capitalize on
its broad portfolio and original expertise in virology.
Ambrilia's product portfolio is comprised of oncology and
antiviral assets, including two new formulations of existing
peptides for cancer treatment, a targeted delivery technology for
cancer, an HIV protease inhibitor program as well as HIV integrase
and entry inhibitors, Hepatitis C virus inhibitors and anti-
Influenza A compounds.  Ambrilia's head office is located in
Montreal.


ALLY FINANCIAL: Completes Refinancing of $15BB Credit Facilities
----------------------------------------------------------------
Ally Financial Inc. announced that it has completed the
refinancing of $15 billion in credit facilities at both the parent
company and at its banking subsidiary, Ally Bank, with a syndicate
of 21 lenders.  The secured facilities can be used to fund retail,
lease and dealer floorplan automotive assets in the U.S. and
Canada.

The $15 billion funding capacity is comprised of two $7.5 billion
facilities, one of which is available to the parent company, Ally,
and one of its Canadian subsidiaries, and the other which is
available to Ally Bank.  Each new facility will have half the
capacity maturing in two years and the other half maturing in 364
days.  The two credit lines replace facilities at both Ally and
Ally Bank that were due to mature in the second quarter of 2011.

                       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.

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 PACIFIC: S&P Cuts to 'B-', Sees "Soft" Results for 2011
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on American Pacific Corp. to 'B-' from
'B'.  The outlook is stable.  At the same time, Standard & Poor's
lowered its issue-level rating on the company's $110 million
senior unsecured notes ($105 million outstanding as of Dec. 31,
2010) due 2015 to 'B-' from 'B'.  The recovery rating remains '4'.

The rating on Las Vegas-based American Pacific reflects the
company's business position as a niche provider of ammonium
perchlorate and active pharmaceutical ingredients.  The rating
also reflects a narrow customer and product base, demand that is
somewhat dependent on governmental appropriations in the AP
business and on the continued success of a few key drugs in the
active pharmaceutical ingredients business, and a highly leveraged
financial profile.

"The downgrade reflects S&P's expectation of soft 2011 operating
results and a weaker financial profile due to lower profitability
in the company's specialty chemicals segment and lower cash flow
generation resulting from a sizeable remediation outlay," said
Standard & Poor's credit analyst Henry Fukuchi.  "S&P expects the
specialty chemicals segment to experience lower profitability
stemming from weaker overall demand for ammonium perchlorate in
the near term.   S&P expects some of this deterioration within its
specialty chemicals segment to be offset by increased sales and
profitability from a mix of new and existing products in its fine
chemicals segment and continued growth in its aerospace equipment
segment in the near to intermediate term.  However, the success of
various drug products within its fine chemicals segment, the
timing of orders for ammonium perchlorate and maintenance of
liquidity remain key rating factors for the next few quarters."

The company, through its specialty chemicals unit, is the sole
U.S. domestic supplier of AP.  AP is used as an oxidizing agent in
composite solid fuels for rockets and booster motors.  A
relatively small number of U.S. Department of Defense and NASA
contractors generate demand in this market.

As of Dec. 31, 2010, American Pacific generated about $177 million
in annual sales and had approximately $157 million in total
adjusted debt, including a modest amount in capitalized operating
leases and considerable amount of unfunded pension and
postretirement obligations.  American Pacific's customer base
and product mix are concentrated, but the company's positions as
a sole- and dual-source supplier in markets that represent a
significant portion of its revenues partially offset this risk.


APPLESEED'S INTERMEDIATE: Photographer Wants Pictures Returned
--------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Barry Harris, through his company Barry Harris Studio
Inc., has asked a bankruptcy judge for the return of his pictures
for Orchard Brands catalogs.

According to DBR, Mr. Harris argued that he shouldn't have to file
any lawsuits to retrieve photographs taken for the fashion and
home decor company.  He said Orchard Brands, which failed to pay
him for some of his work, still plans to publish "some or all of
the photographs for its own benefit without making such payment."

Montreal-based Barry Harris asked that the Company return the
pictures 10 days after the Bankruptcy Court approves his request.

                   About Appleseed's Intermediate

Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings
LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard
Brands sells clothing to people 55 and older.  Orchard Brands has
17 brands including Appleseed's, Draper's & Damon's, Gold Violin,
Haband and Norm Thompson.  It publishes catalogs and has stores
under its Appleseed's and Draper's & Damon's brands.  It has
annual sales of about $1 billion and earnings before interest,
taxes, depreciation and amortization are about $50 million.

Appleseed's is owned by Golden Gate Capital Corp., which also
holds stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10160) on
Jan. 19, 2011.  Appleseed's Intermediate estimated assets at
$100 million to $500 million and debts at $500 million to
$1 billion in its Chapter 11 petition.

Richard M. Cieri, Esq., Joshua A. Sussberg, Esq., at Brian E.
Schartz, at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy
counsel.  Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, serves as local counsel to the Debtors.  Moelis &
Company LLC is the Debtors' investment banker and financial
advisor.  Alvarez & Marshal North America, LLC, is the Debtors'
restructuring advisor.  Pricewaterhousecoopers LLP is the Debtors'
independent auditor.  Kurtzman Carson Consultants LLC is the
notice, claims and balloting agent.

Jay R. Indyke, Esq., Cathy Hershcopf, Esq., Brent Weisenberg,
Esq., and Richelle Kalnit, Esq., at Cooley LLP, in New York, and
Robert K. Malone, Esq., Michael P Pompeo, Esq., and Howard A
Cohen, Esq., at Drinker Biddle & Reath LLP, in Wilmington,
Delaware, represent the Official Committee of Unsecured Creditors.


ARYX THERAPEUTICS: Terminates Registration of Common Stock
----------------------------------------------------------
ARYx Therapeutics, Inc., notified the U.S. Securities and Exchange
Commission regarding the voluntary removal from listing or
registration of its common stock under Section 12(b) of the
Securities Exchange Act of 1934.

                      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.


ASNACO LLC: BB&T Wants Chapter 11 Bankruptcy Case Dismissed
-----------------------------------------------------------
Branch Banking and Trust Company is asking the U.S. Bankruptcy
Court for the Middle District of Florida to dismiss the Chapter 11
bankruptcy case of Asnaco, LLC.

BB&T has a mortgage on the Debtor's real property in Flagler
County, Florida.  BB&T also has a security interest in all rents,
profits, revenues, or other income generated from the property,
which consists of a four building commercial condominium project.

According to BB&T, the Debtor's primary asset is the property,
which is encumbered by the BB&T mortgage and is the subject of a
foreclosure judgment.  BB&T says that although the Debtor lists
$86,138 worth of personal property, $61,343 of that figure
consists of rents deposited into the state court registry.  BB&T
is entitled to the rents currently held in the state court
registry.  After deducting the rents, the value of the Debtor's
personal property is nominal at best, BB&T states.

BB&T says that the Debtor's unsecured claims are small relative to
BB&T's secured claim.

BB&T claims that the Debtor's schedules aren't completely
truthful.  BB&T says that in the Debtor's statement of financial
affairs, the Debtor indicates that it hasn't made any payments to
creditors within the 90-day period immediately preceding the
Petition Date.  The accountings filed by the Debtor in the lawsuit
demonstrate that is untrue, BB&T states.  The Debtor's schedules
are clearly inaccurate and further demonstrate the Debtor's lack
of good faith in filing its bankruptcy petition, BB&T says.

The Court has set a hearing for June 13, 2011, at 10:00 a.m. on
BB&T's request for dismissal of the Debtor's Chapter 11 case

BB&T is represented by:

     Jennifer L. Morando
     Jason A. Rosenthal
     The Rosenthal Law Firm, P.A.
     4798 New Broad Street, Suite 310
     Orlando, Florida 32814
     Tel: (407) 488-1220
     Fax: (407) 488-12288

Palm Coast, Florida-based Asnaco LLC filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 11-01907) on
March 20, 2011.  Walter J. Snell, Esq., at Snell & Snell, P.A.,
serves as the Debtor's bankruptcy counsel.

In its schedules, the Debtor disclosed $11,297,894 in total assets
and $21,928,117 in total debts as of the Petition Date.  The
Debtor disclosed that its condominium project in Flagler County,
Florida, is worth $11,180,000, with Branch Banking and Trust
Company owed $12,934,196 for a first mortgage on the property.


ASNACO LLC: Files Schedules of Assets & Liabilities
---------------------------------------------------
Asnaco LLC has filed with the U.S. Bankruptcy Court for the
Middle District of Florida its schedules of assets and
liabilities, disclosing:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                      $11,180,000
B. Personal Property                     $117,894
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $16,997,974
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $4,930,143
                                      -----------      -----------
TOTAL                                 $11,297,894      $21,928,117

Palm Coast, Florida-based Asnaco LLC filed for Chapter 11
bankruptcy protection on March 20, 2011 (Bankr. M.D. Fla. Case No.
11-01907).  Walter J. Snell, Esq., at Snell & Snell, P.A., serves
as the Debtor's bankruptcy counsel.


ASNACO LLC: Section 341(a) Meeting Scheduled for April 20
---------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Asnaco
LLC's creditors on April 20, 2011, at 1:00 p.m.  The meeting will
be held at First Floor, 300 North Hogan Street Suite 1-200,
Jacksonville, Florida.

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

Palm Coast, Florida-based Asnaco LLC filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 11-01907) on
March 20, 2011.  Walter J. Snell, Esq., at Snell & Snell, P.A.,
serves as the Debtor's bankruptcy counsel.

In its schedules, the Debtor disclosed $11,297,894 in total assets
and $21,928,117 in total debts as of the Petition Date.  The
Debtor disclosed that its condominium project in Flagler County,
Florida, is worth $11,180,000, with Branch Banking and Trust
Company owed $12,934,196 for a first mortgage on the property.


ATLANTIC LEASING: Must File Schedules of Assets & Debts Today
-------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Beach Division, gave
Atlantic Leasing, Inc., until today, April 1, to file its
schedules of assets and liabilities and statement of financial
affairs.

Atlantic Leasing, Inc., sought Chapter 11 protection (Bankr. S.D.
Fla. Case No. 11-14185) on Feb. 18, 2011.  Michael D. Seese, Esq.,
at Hilnshaw & Culbertson LLP, in Fort Lauderdale, Florida, serves
as counsel to the Debtor.  The Debtor estimated assets and debts
of $10 million to $50 million as of the Petition Date.

Affiliate, Seiger Crane Rental, Inc., also filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 11-14183) on Feb. 18, 2011.


AXESSTEL INC: Incurs $6.31 Million Net Loss in 2010
---------------------------------------------------
Axesstel, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$6.31 million on $45.43 million of revenue for the year ended
Dec. 31, 2010, compared with a net loss of $10.13 million on
$50.82 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $9.75 million
in total assets, $22.51 million in total current liabilities, and
a $12.76 million total stockholders' deficit.

Clark Hickock, CEO of Axesstel, in a statement announcing the 2010
results, said, "2010 revenues were substantially below our
operating targets as a result of continued price competition,
particularly in Latin America, and longer than anticipated release
and homologation for our new lower cost products.  Despite these
setbacks, we made progress on our four key strategic initiatives.
First, by year end we had commercially launched all of our re-
engineered low-cost line of phones and modems.  Second, we
expanded sales of 3G and VoIP gateways in Europe.  Third, we
expanded sales in North America and began working directly with
Tier 1 carriers to develop products for launch in 2011.  Finally,
we reduced operating expenses by $4.5 million, or 26%, compared to
2009. We believe this progress positions us well for 2011."

Gumbiner Savett Inc., in Santa Monica, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditor noted that the Company has
historically incurred substantial losses from operations, and the
Company may not have sufficient working capital or outside
financing available to meet its planned operating activities over
the next twelve months.  Additionally, there is uncertainty as to
the impact that the worldwide economic downturn may have on the
Company's operations.

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

                        About Axesstel, Inc.

San Diego, Calif.-based Axesstel, Inc. (OTC BB: AXST)
-- http://www.axesstel.com/-- is a provider of fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.


BAKER & TAYLOR: S&P Gives Positive Outlook, Affirms 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Charlotte, N.C.-based Baker & Taylor Acquisition Corp.
(Baker & Taylor) to positive from stable.  In addition, S&P
affirmed its 'B' corporate credit rating.

At the same time, S&P affirmed its 'CCC+' issue-level rating
(two notches lower than the 'B' corporate credit rating) on the
company's $165 million 11.5% second-priority senior secured notes
due July 1, 2013.  The recovery rating on the notes remains '6',
indicating S&P's expectation of negligible (0%-10%) recovery for
noteholders in the event of a payment default.

"The speculative-grade ratings on privately held Baker & Taylor,"
said Standard & Poor's credit analyst Jayne Ross, "reflect S&P's
expectation that the company will continue to improve its
operating and financial performance despite top-line pressure due
in part to the changing landscape in its retail segment and some
funding pressure in its library & education segment."  In
addition, S&P estimates that the company has benefited from its
continued focus on cost control.


BASS PRO: S&P Gives Positive Outlook, Affirms 'BB-' Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Springfield, Mo.-based Bass Pro Group LLC to positive
from stable.  At the same time, S&P affirmed its 'BB-' corporate
credit rating on the company.

S&P is also raising its issue-level rating on the company's
$400 million term loan B to 'BB' from 'BB-', and revising the
recovery rating on the debt to '2' from '4'.  The '2' recovery
rating indicates S&P's expectation for a substantial (70% to 90%)
recovery in the event of a payment default.  The revised recovery
rating is based on stronger performance over the past year, which
has resulted in an increase in the company's enterprise value.

"The outlook revision reflects S&P's expectation that operations
will likely continue to improve into 2011," said Standard & Poor's
credit analyst David Kuntz.  The positive outlook incorporates
S&P's belief that performance gains demonstrated by the company,
reflected by the significant margin and revenue gains made over
the past year, are likely to continue in the near term.

"The ratings on Bass Pro reflect Standard & Poor's expectation
that the company's sales and margins will continue to improve
despite near-term uncertainties regarding consumer spending and
commodity price increases," added Mr. Kuntz.  The company's credit
profile has improved significantly over the past year, and S&P
expects credit protection metrics to continue to benefit from
performance gains over the near term.


BERNARD L. MADOFF: SIPC Pitches to Keep JPM Suit in Bankr. Ct.
--------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the Securities Investor Protection Corp. said in papers filed
March 30 in U.S. District Court in Manhattan that the $6.4 billion
lawsuit pursued by the trustee for Bernard L. Madoff Investment
Securities Inc. against JPMorgan Chase & Co. belongs in bankruptcy
court where it was filed.  In February, JPMorgan filed a motion
seeking the transfer of the lawsuit to the district court citing
that the dispute involves "significant" banking and securities
law, which are "novel and unsettled" issues of non-bankruptcy
federal law.  According to Mr. Rochelle, the SIPC, however,
counters that the lawsuit is "squarely" within the bankruptcy
court's "core" jurisdiction and expertise.  SIPC points out how 16
of the 21 claims are "traditional avoidance actions brought under
provisions of the Bankruptcy Code and New York law."  The SIPC
also notes that the bankruptcy judge is presiding over more than
1,000 other lawsuits raising similar legal issues.  The motion to
remove the case is to be decided by the district court.

                      About Bernard L. Madoff

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

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

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

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

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

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


BICENT POWER: S&P Junks Rating on $480 Mil. Senior Loan From 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
to 'CCC+' from 'BB-' on Bicent Power LLC's $480 million first-lien
senior secured credit facility.  Standard & Poor's also lowered
its issue-level rating to 'CCC' from 'B-' on Bicent Power's
$130 million second-lien term loan.  The outlook on both ratings
is negative.

At the same time, S&P revised its recovery rating on the first-
lien debt to '4', indicating its expectation of average (30%-50%)
recovery if a default occurs, from '2'.  S&P's recovery rating on
the second-lien debt remains at '6', indicating its expectation
for negligible (0%-10%) recovery.

"The rating actions follow continued poor financial performance
through calendar 2010 and the replacement of three key contracts
at worse-than-expected terms," said Standard & Poor's credit
analyst Ben Macdonald.

The debt service coverage ratio averaged 1.0x-1.1x in 2010 prior
to the execution of the replacement contracts.  S&P believes that
the first-lien debt is likely to violate its leverage covenant
this year, and that, based on a revised management forecast, the
second-lien debt will have a payment default in 2012.

The ratings further reflect S&P's view of:

* Refinancing risk when the revolving facility and letter of
  credit mature in mid-2012;

* The project's closeness to breaching its debt leverage covenant;

* Volume, basis, and transmission risks stemming from Bicent's
  hedging a majority of its price exposure at the Hardin Facility
  from Nov. 1, 2010, to Dec. 31, 2015, with a fixed-rate
  commodity swap agreement;

* The project's 100% floating-rate debt and more-than-100% hedging
  through interest rate swaps that are sizably out of the money;

* The asset portfolio's concentration, with 40% of expected
  revenues coming from the Hardin coal plant through 2014; and

* Absence of long-term service agreements with the original
  equipment manufacturer on all units and exposure to operating
  cost escalation.

Bicent Power is a special-purpose, bankruptcy-remote operating
company that owns independent power producer Centennial Power LLC,
including its 381-megawatt coal and natural gas generation
portfolio, and power plant operations and construction firm
Colorado Energy Management LLC.

The negative outlook reflects weaker-than-expected debt service
coverage and the potential for the project to fall to less than a
1x DSCR or fail its debt leverage covenant in 2011.

                          Ratings List

               Downgraded; Recovery Ratings Revised

                        Bicent Power LLC

                                     To       From
                                     --       ----
                 Senior secured      CCC+     BB-
                  Recovery rating    4        2

                 2nd lien term ln    CCC      B-
                  Recovery rating    6        6


BIG APPLE VOLKSWAGEN: Files for Ch. 11 to Stop Repossession
-----------------------------------------------------------
Big Apple Volkswagen LLC sought bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11388) in Manhattan on March 30.  Bill
Rochelle, Bloomberg News' bankruptcy columnist, reports that the
Company, an auto dealer on Boston Post Road in the Bronx, New
York, filed for Chapter 11 protection to prevent Volkswagen Credit
Inc. from taking possession.  The lender, according to the Debtor,
confiscated the keys and titles to the dealership's 76 new and
seven used autos.  The lender scheduled an April 1 hearing in
federal court where it wanted the judge to allow repossession of
the assets.


BIG APPLE VOLKSWAGEN: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Big Apple Volkswagen, LLC
          aka Big Apple Volkswagen
        3743 Boston Post Road
        Bronx, NY 10466

Bankruptcy Case No.: 11-11388

Chapter 11 Petition Date: March 30, 2011

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

Judge: James M. Peck

Debtor's Counsel: Eric J. Snyder, Esq.
                  WILK AUSLANDER LLP
                  675 Third Avenue, 9th Floor
                  New York, NY 10017
                  Tel: (212) 421-2233
                  Fax: (212) 752-6380
                  E-mail: esnyder@wilkauslander.com

Scheduled Assets: $4,132,327

Scheduled Debts: $4,151,420

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/nysb11-11388.pdf

The petition was signed by Julian Salim, managing member.


BIOFUEL ENERGY: Net Losses Hike to $25.22-Mil. in 2010
------------------------------------------------------
Biofuel Energy Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$25.22 million on $453.41 million of net sales for the year ended
Dec. 31, 2010, compared with a net loss of $19.70 million on
$415.51 million of net sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$331.71 million in total assets, $277.29 million in total
liabilities and $54.42 million in total equity.

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

                       Going Concern Doubt;
                        Bankruptcy Warning

Grant Thornton LLP, in Denver, did not issue a going concern
qualification after auditing the Company's financial statements
for the year ended Dec. 31, 2010.

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.

In the Form 10-K for the year ended Dec. 31, 2010, the Company
noted that its ability to make payments on and refinance its $230
million senior debt facility -- of which $189.4 million was
outstanding as of Dec. 31, 2010 -- depends on its ability to
generate cash from operations.  The Company noted that during its
first two full years' of operations, it has been unable to
consistently generate positive cash flow.  In addition, it
continues to have, severely limited liquidity, with $7.4 million
of cash on hand as of Dec. 31, 2010.

"If we do not have sufficient cash flow to service our debt, we
would need to refinance all or part of our existing debt, sell
assets, borrow more money or raise additional capital, any or all
of which we may not be able to do on commercially reasonable terms
or at all.  If we are unable to do so, we may be required to
curtail operations or cease operating altogether, and could be
forced to seek relief from creditors through a filing under the
U.S. Bankruptcy Code.  Because the debt under our Senior Debt
Facility subjects substantially all of our assets to liens, there
may be no assets left for stockholders in the event of a
liquidation.  In the event of a foreclosure on all or
substantially all of our assets, we may not be able to continue to
operate as a going concern."

                       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.


BLOCKBUSTER INC: SK Telecom Considers Bidding for Assets
--------------------------------------------------------
Jung-Ah Lee, writing for The Wall Street Journal, reports that
South Korea's SK Telecom Co. is considering a bid for Blockbuster
Inc., an official at the Korean mobile operator said Thursday.

"We are considering the bid . . . but haven't decided whether we
would really bid for it or not," the official said without
elaborating, according to the Journal.

The latest move is seen as SK Telecom's latest initiative to
broaden its business portfolio and tap sources of growth overseas
amid the rising popularity of smartphones and tablet computing
devices.

As reported by the Troubled Company Reporter, the Debtor on
Feb. 21, 2011, entered into an Asset Purchase and Sale Agreement
providing for the sale of substantially all of their assets or the
proceeds of those assets to a newly formed entity named Cobalt
Video Holdco LLC.  For purposes of entering into the Purchase
Agreement, the Purchaser was established by Monarch Alternative
Capital LP, Owl Creek Asset Management LP, Stonehill Capital
Management, LLC, and Varde Partners, Inc. who collectively hold
more than 50% of the Senior Secured Notes and each of which is a
member of the Steering Committee.

Prior to a hearing on March 10, 2011, the Debtors reached
agreements with many of the parties in interest in the chapter 11
cases regarding certain procedures intended to effectuate the
sale, subject to Court approval, of substantially all of the
assets of the Debtors pursuant to the Stalking Horse Bid or a
higher and better offer, which is to take place following the
auction scheduled for April 4, 2011.  After intense negotiations
regarding the Purchase Agreement and the Stalking Horse Bid, the
majority of objections to the Bid Procedures were withdrawn, and
the Court substantially approved the Bid Procedures in a bench
ruling at the March 10 Hearing.

A copy of the Purchase Agreement and Bid Procedures is available
for free at:

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

                     About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan (Bankr. S.D.N.Y. Case No. 10-14997) on Sept. 23,
2010.  It disclosed assets of $1 billion and debts of $1.4 billion
at the time of the filing.

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

The Bank of New York Trust Company, N.A., as trustee  under that
certain indenture, dated as of Aug. 20, 2004, with respect to the
9% Senior Subordinated Notes due 2012 issued by Blockbuster Inc.,
is represented by Edward P. Zujkowski, Esq., at Emmet, Marvin &
Martin, LLP.

Cobalt Video Holdco LLC, the purchaser, is represented by Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP.

The Ad Hoc Studio Committee of Blockbuster Inc. et al. is
represented byRobert J. Feinstein, Esq., at Pachulski Stang Ziehl
& Jones LLP.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.


BLOCKBUSTER INC: Dreyer's Disputes Bid to Assign Contract
---------------------------------------------------------
Dreyer's Grand Ice Cream Inc. is objecting to a bid by Blockbuster
Inc. to assign a contract to sell Dreyer's products.  Eric Morath,
writing for Dow Jones' Daily Bankruptcy Review, reports Dreyer's
contends that Blockbuster can't transfer the contract because it
ended its deal to deliver products last September -- just weeks
before Blockbuster's Chapter 11 filing.

Dreyer's sells frozen treats under Nestle and Haagen-Dazs brand
names.

Mr. Morath notes that in its request to assume the contract,
Blockbuster says it has no outstanding balance.  However, Dreyer's
said Blockbuster owes it more than $160,000 and its inability to
pay led to the contract being canceled.

Mr. Morath says Blockbuster representatives did not respond to a
request for comment.

As reported by the Troubled Company Reporter, Blockbuster on
Feb. 21, 2011, entered into an Asset Purchase and Sale Agreement
providing for the sale of substantially all of their assets or the
proceeds of those assets to a newly formed entity named Cobalt
Video Holdco LLC.  For purposes of entering into the Purchase
Agreement, the Purchaser was established by Monarch Alternative
Capital LP, Owl Creek Asset Management LP, Stonehill Capital
Management, LLC, and Varde Partners, Inc. who collectively hold
more than 50% of the Senior Secured Notes and each of which is a
member of the Steering Committee.

Prior to a hearing on March 10, 2011, the Debtors reached
agreements with many of the parties in interest in the chapter 11
cases regarding certain procedures intended to effectuate the
sale, subject to Court approval, of substantially all of the
assets of the Debtors pursuant to the Stalking Horse Bid or a
higher and better offer, which is to take place following the
auction scheduled for April 4, 2011.  After intense negotiations
regarding the Purchase Agreement and the Stalking Horse Bid, the
majority of objections to the Bid Procedures were withdrawn, and
the Court substantially approved the Bid Procedures in a bench
ruling at the March 10 Hearing.

A copy of the Purchase Agreement and Bid Procedures is available
for free at:

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

                     About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan (Bankr. S.D.N.Y. Case No. 10-14997) on Sept. 23,
2010.  It disclosed assets of $1 billion and debts of $1.4 billion
at the time of the filing.

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

The Bank of New York Trust Company, N.A., as trustee  under that
certain indenture, dated as of Aug. 20, 2004, with respect to the
9% Senior Subordinated Notes due 2012 issued by Blockbuster Inc.,
is represented by Edward P. Zujkowski, Esq., at Emmet, Marvin &
Martin, LLP.

Cobalt Video Holdco LLC, the purchaser, is represented by Mark
Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP.

The Ad Hoc Studio Committee of Blockbuster Inc. et al. is
represented byRobert J. Feinstein, Esq., at Pachulski Stang Ziehl
& Jones LLP.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.


BLUE HERON: P.C. McKittrick Appointed as Ch. 11 Trustee
-------------------------------------------------------
The United States Bankruptcy Court for the District of Oregon
approved the application of Robert D. Miller, Jr., United States
Trustee for Region 18, to appoint Peter C. McKittrick to serve as
Chapter 11 trustee in the bankruptcy case of Blue Heron Paper
Company.

                        About Blue Heron

Oregon City, Oregon-based Blue Heron Paper Company --
http://www.blueheronpaper.com/-- produces newsprint, and high
bright and heavyweight groundwood specialty printing papers.

Blue Heron filed for Chapter 11 protection (Bankr. D. Ore. Case
No. 09-40921) on Dec. 31, 2009.  David B. Levant, Esq., at Stoel
Rives LLP, in Portland, Oregon, serves as bankruptcy counsel to
the Debtor.  Attorneys at Barran Liebman LLP have been tapped as
labor and employment counsel.  The Debtor also hired Vanden Bos &
Chapman, LLP, as special counsel.  The Company estimated $10
million to $50 million in assets and debts as of the Chapter 11
filing.


BLUE HERON: Ch. 11 Trustee Wins Court Nod to Retain Ball Janik
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Oregon
approved the application of Peter C. McKittrick, Chapter 11
Trustee in the bankruptcy case of Blue Heron Paper Company, to
retain Ball Janik LLP as his counsel, nunc pro tunc to March 25,
2011.

                        About Blue Heron

Oregon City, Oregon-based Blue Heron Paper Company --
http://www.blueheronpaper.com/-- produces newsprint, and high
bright and heavyweight groundwood specialty printing papers.

Blue Heron filed for Chapter 11 protection (Bankr. D. Ore. Case
No. 09-40921) on Dec. 31, 2009.  David B. Levant, Esq., at Stoel
Rives LLP, in Portland, Oregon, serves as bankruptcy counsel to
the Debtor.  Attorneys at Barran Liebman LLP have been tapped as
labor and employment counsel.  The Debtor also hired Vanden Bos &
Chapman, LLP, as special counsel.  The Company estimated $10
million to $50 million in assets and debts as of the Chapter 11
filing.


BORDERS GROUP: Inks First Amendment to $505-Mil. DIP Agreement
--------------------------------------------------------------
Borders Group, Inc. executed on March 16, 2011, a first amendment
and waiver to its Credit Agreement and the Guaranty and Security
Agreement with lender parties led by GE Capital Markets,
according to the Company's March 22, 2011, filing with the U.S.
Securities and Exchange Commission.

Under the First Amendment, the parties agreed to waive and amend
certain provisions of the Senior Secured, Super-Priority Debtor-
in-Possession Credit Agreement, including the addition of a
language stating that "effective upon entry of the Final DIP
Order, the proceeds of any claims or causes of action to avoid a
transfer of property or an obligation incurred by the Credit
Parties pursuant to Section 549 of the Bankruptcy Code.
Moreover, the carve-out amount is redefined to $6,500,000."

The Debtors previously submitted to the Court on March 10, 2011,
a draft copy of the First Amendment to the DIP Credit Agreement.

A full-text copy of the First Amendment is accessible for free at
http://ResearchArchives.com/t/s?7582

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Proposes to Modify Trade Terms With Vendors
----------------------------------------------------------
In the ordinary course of business, Borders Group acquire goods
based on trade credit terms that were negotiated on a vendor-by-
vendor basis.  The Debtors had the right to return books and
magazines at the invoiced cost as a credit towards future
invoices from the applicable vendor.

As the Debtors' financial difficulties were publicized, many
vendors refused to provide any trade credit or accept returns.
Instead, vendors began demanding cash in advance or cash on
delivery terms for deliveries to the Debtors.  Many publishers
refused to ship the Debtors merchandise under any terms, causing
the Debtors to seek inventory replenishment using alternative
channels.

Before the Petition Date, the Debtors returned approximately 31%
of their merchandise annually for Return Credit.

The Debtors now seek to reduce the amount of goods returned to
vendors to better manage their inventory, Andrew K. Glenn, Esq.,
at Kasowitz, Benson, Torres & Friedman LLP, in New York, tells
the Court.  The Debtors also want to return to an ordinary course
business relationship with their vendors, which would include
returning merchandise, he reveals.

To make vendors comfortable with their individual credit
decisions, the Debtors have discussed the imposition of caps on
merchandise to be returned during these Chapter 11 cases,
according to Mr. Glenn.  The Debtors, he notes, have also
discussed returning goods acquired prepetition for postpetition
credit for the purchase of new inventory at a value equal to or
greater than the cost value of the returned inventory.  These
transactions will be referred to as the Postpetition Credit
Returns.

Accordingly, by this motion, the Debtors seek the Court's
permission to modify the trade terms and return prepetition
merchandise to vendors for postpetition credit.

In an abundance of caution, and at the request of certain vendors
that are requiring the Court's approval as a condition to
providing new trade terms to the Debtors and allowing the Debtors
to assume ordinary course merchandise returns, the Debtors seek
confirmation from the Court that they are authorized to enter
into vendor agreements that may require caps on returned goods --
Return Limits.

The Debtors also seek confirmation from the Court that the
Postpetition Credit Returns will not violate Section 546(h) of
the Bankruptcy Code.

Mr. Glenn contends that Section 546(h) does not apply in the
current case because the Debtors will not "offset the purchase
price of such goods against any claim of the creditor against the
debtor that arose before the commencement of the case."

Nevertheless, to the extent Section 546(h) does apply, the
Debtors seek Court approval to utilize Postpetition Credit
Returns to the extent goods delivered prepetition are returned
for credit solely against future invoices for new inventory at
equal or greater cost value.

Essentially, the Postpetition Credit Returns are in the best
interests of the Debtors' estates because they afford the Debtors
the flexibility to return prepetition goods on the same basis as
postpetition goods, Mr. Glenn asserts.  Given that it may be
difficult to differentiate goods based on their date of
acquisition, the Postpetition Credit Returns will not afford
preferential treatment to any creditors, he assures the Court.

The Court will consider the Debtors' request on April 7, 2011.
Objections are due no later March 31.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Committee Proposes Vendor Information Protocol
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Borders Group
Inc.'s cases seeks a Court order clarifying its requirements and
establishing creditor information protocol to provide access to
information for the Debtors' unsecured creditors under Sections
1102(b)(3) and 1103(c) of the Bankruptcy Code.

The Committee specifically asks Judge Glenn to confirm that
Section 1102(b)(3)(A) does not authorize or require it to provide
access to confidential information or privileged information to
any entity.

To balance the need to maintain the confidentiality of the
Confidential Information and Privileged Information with the
unsecured creditors' need for information regarding the Debtors,
the Committee proposes these procedures for the dissemination of
information to any entity:

(A) The Committee is authorized to:

     (a) establish a Web site to make certain information
         available to creditors;

     (b) make available on the Web site information regarding
         the Debtors' Chapter 11 cases, including: (i) the
         Petition Date; (ii) the case number; (iii) the contact
         information for the Debtors, the Debtors' counsel and
         the Committee's counsel and financial advisors; (iv)
         the voting deadline with respect to any Chapter 11 plan
         filed by the Debtors; (v) access to the claims docket
         as and when established by the Debtors or the claims
         and noticing agent via internet link if possible; (vi)
         access to important filings in the Debtors Chapter 11
         cases via internet link if possible; (vii) links to
         other relevant websites; and (viii) any other
         information that the Committee or its professionals
         deems appropriate, subject to the restrictions and
         limitations in the proposed order;

     (c) establish an e-mail address to allow unsecured
         creditors to send questions and comments in connection
         with the Debtors' bankruptcy cases; and

     (d) review or respond to any email correspondence.

(B) The Committee Parties will not be authorized or required,
     pursuant to Section l102(b)(3)(A), to provide access to any
     Confidential Information and Privileged Information to any
     Entity, absent the specific prior written consent of the
     Debtors or a court order.  Nonetheless, the Committee is
     permitted in its sole discretion to provide access to
     Privileged Information to any party so long as that
     Privileged Information is neither: (i) Confidential
     Information nor (ii) subject to a privilege other than that
     which is held or controlled solely by the Committee.

(C) The Debtors will assist the Committee in identifying any
     Confidential Information or Privileged Information that is
     provided to the Committee or professionals by the Debtors
     or their agents or professionals.

(D) If a creditor submits a written request for the Committee
     to disclose specific information, the Committee will: (i)
     provide a response to the Information Request, including by
     providing access to the information requested or the
     reasons the Information Request cannot be complied with;
     and (ii) if the Information Request involves the Debtors'
     Confidential or Privileged Information, provide the Debtors
     with (a) notice of the Information Request; and (b) a copy
     of the Response.

     If the Committee deems to deny the Information Request, the
     Requesting Creditor may meet and confer with an authorized
     representative of the Committee and the Debtors regarding
     the Information Request and the Response, seek to compel
     that disclosure for cause pursuant to a motion before the
     Court.  That motion will be served on at least 20 days'
     notice on the Debtors, the U.S. Trustee for Region 2 and
     the Committee.

(E) With respect to an Information Request that implicates
     Confidential Information of the Debtors, if: (i) the
     Committee agrees that the request should be satisfied; or
     (ii) the Committee on its own wishes to disclose that
     Confidential Information to creditors, then the Committee
     may make a demand with regard to Confidential Information
     that is information of the Debtors, by submitting a written
     request to the Debtors' counsel, stating that the
     information will be disclosed in the manner described in
     the Demand unless the Debtors object to the Demand within
     10 days after the service of the Demand.  In the event of
     any objection to the disclosure of Confidential
     Information, no information will be disclosed except to the
     extent provided in an order of the Court that has become
     final and non-appealable.

(F) Unless the Court orders otherwise with respect to a Demand,
     the Committee will not provide any Confidential Information
     of the Debtors to any third party without the third party
     executing an appropriate confidentiality agreement that is
     acceptable in form and substance to the Debtors and the
     Committee.

(G) Subject to any protective order or confidentiality
     agreement, any information received by the Committee from
     any Entity in connection with an examination pursuant to
     Rule 2004 of the Federal Rules of Bankruptcy Procedure or
     in connection with any formal discovery conducted pursuant
     to the Bankruptcy Rules or the Federal Rules of Civil
     Procedure in any contested matter, adversary proceeding or
     other litigation will not be governed by the Proposed
     Order, but rather by any court order or other agreement
     governing the discovery to the extent one exists.

(H) Nothing in the Proposed Order requires the Committee to
     provide access to information or solicit comments from any
     Entity that has not demonstrated to the satisfaction of the
     Committee or to the Court that it holds claims of the kind
     described in Section 1102(b)(3).

Counsel to the Committee, Bruce Buechler, Esq., at Lowenstein
Sandler PC, in New York, asserts that granting the Committee's
Motion will ensure that confidential, privileged, proprietary or
material non-public information will not be disseminated to the
detriment of the Debtors' estates or their unsecured creditors;
and will aid the Committee in performing its statutory functions
and duties, including promoting and protecting the interests of
the unsecured creditor body.

The Court will consider the Committee's Motion on April 7, 2011.
Objections are due no later than March 31.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Proposes to Tap Deloitte for Consulting Services
---------------------------------------------------------------
Borders Group and its units seek the Bankruptcy Court's permission
to employ Deloitte Consulting LLP as their consulting services
provider, nunc pro tunc to March 7, 2011.

As the Debtors' consulting services provider, Deloitte Consulting
will provide information technology services and human resources
services:

  * Under Information Technology Services, Deloitte Consulting
    will:

      (a) provide day-to-day advice and assistance to the
          Debtors' acting Chief Information Officer and
          assist him in assessing the portfolio of information
          technology related contracts with the objective of
          rationalizing those contracts in light of the Debtors'
          bankruptcy filing; and

      (b) assist with the Debtors' assessment of the
          reasonableness of staffing within the Debtors' IT
          function, including understanding and documenting
          roles, responsibilities, staff counts and other
          demographic information in order to right-size the IT
          organization.

  * Under Human Resources Services, Deloitte will assist:

      (a) with the Debtors' assessment of the near- and long-
          term costs and benefits from outsourcing IT;

      (b) the Debtors in their review of the current payroll
          implementation landscape;

      (c) the Debtors in a review of the feasibility of
          accelerating the current payroll implementation
          timeline and ability to retire legacy applications;
          and

      (d) the Debtors with a recommendation on a revised payroll
          implementation strategy, if needed.

The Debtors will pay Deloitte Consulting's professionals
according to the firm's customary hourly rates, which are:

         Title                         Rate per Hour
         -----                         -------------
         Partner, Principal                $835
         Director                          $755
         Senior Manager                    $695
         Manager                           $645
         Senior Consultant                 $525
         Consultant/Analyst                $410

Deloitte Consulting will also be reimbursed for expenses it
incurred or will incur.

Joseph Krolczyk, a director at Deloitte Consulting, disclosed
that his firm has been providing necessary services to the
Debtors since March 7, 2011, for $400,000 for which the firm
intends to seek payment in its first interim fee application.

Mr. Krolczyk also incorporated in his declaration the disclosures
made by Daniel Maher at Deloitte Tax LLP, an affiliate of
Deloitte Consulting, in connection with the Debtors' Application
to Employ Deloitte Tax.

Notwithstanding those disclosures, Deloitte Consulting is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, Mr. Krolczyk maintains.

                        About Borders Group

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

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

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

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

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

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

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

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


BORDERS GROUP: Proposes Ernst & Young as Auditor
------------------------------------------------
Borders Group Inc. and its units seek the Bankruptcy Court's
permission to employ Ernst & Young LLP as their accounting, tax,
and audit services provider, nunc pro tunc to the Petition Date.

As the Debtors' auditor, E&Y LLP will provide the Debtors with
accounting, tax and audit services:

  (1) Statement of Work #1 - Business Tax Returns Preparation

      E&Y LLP will provide the following services under SOW #1,
      subject to the provisions of the related Master Services
      Agreement:

       * Complete Puerto Rico Corporate Income Tax Return;
       * Complete Quarterly Estimated Income Tax Returns;
       * Complete 2010 Corporate Annual Report;
       * Complete 2011-2012 Volume of Business Tax Declaration;
       * Complete 2010 Puerto Rico Personal Property Tax Return;
       * Original estimated tax payment computations; and
       * Extension requests.

  (2) Statement of Work #2 - Fresh Start Accounting

      E&Y will provide the following services under SOW #2,
      subject to the provisions of the related MSA:

       * Review emergence transaction to understand potential
         accounting implications;

       * Identify relevant existing authoritative guidance or
         literature;

       * Provide a general interpretation of relevant accounting
         standards, including; general provisions and high-level
         application to the illustrative fact pattern E&Y LLP
         provides;

       * Review emergence transaction to understand tax
         implications associated with the application of fresh
         start accounting;

       * Provide general commentary and observations related to
         E&Y LLP's detailed work plans to implement fresh start
         accounting, as well as highlighting for management the
         interdependencies between workstreams and disciplines
         that will require active oversight by E&Y LLP's project
         management office;

       * Provide Fresh-Start Accounting training to management;

       * Provide blank templates to be used by management to
         facilitate their modeling of goodwill and the emergence
         balance sheet based upon the effects of the Plan of
         Reorganization and the application of Fresh Start
         Accounting;

       * Review management's documentation of accounting
         conclusions related to its interpretation of the tax
         and accounting implications of applying Fresh Start
         Accounting; and

       * Reviewing other process memos prepared by management
         describing the controls put into place over data flows
         between departments and to and from the designated
         valuation service providers.

  (3) U.S. Plan Audit

      E&Y LLP will audit and report on the financial statements
      and supplemental schedules of the Borders Group, Inc.
      Savings Plan for the year ended December 31, 2010, which
      are to be included in that Plan's Form 5500 filing with
      the Employee Benefits Security Administration of the
      Department of Labor and that Plan's Form 11-K filing with
      the U.S. Securities and Exchange Commission.

  (4) Puerto Rico Plan Audit

      E&Y LLP will audit and report on the financial statements
      and supplemental schedules of the Borders Group, Inc.
      Savings Plan for Employees Working in Puerto Rico for the
      year ended December 31, 2010, which are to be included in
      that Plan's Form 5500 filing with the Employee Benefits
      Security Administration of the Department of Labor.

E&Y LLP intends to charge the Debtors for the services rendered
in these Chapter 11 cases based on its hourly rates for those
services:

            SOW #1- Business Tax Returns Preparation

   Title                                   Rate per Hour
   -----                                   -------------
   Partner, Principal and Director          $319 to $352
   Senior Manager, Manager                  $243 to 268

                     SOW #2 - Fresh-start

   Title                                   Rate per Hour
   -----                                   -------------
   Professional Practice Director Partner   $500 to $550
   Professional Practice Director Manager   $300 to $350
   Bankruptcy Subject Matter Professional
     (Partner)                              $375 to $400
     (Senior Manager)                       $295
   Partner, Principal and Director          $319 to $352
   Senior Manager, Manager                  $243 to $268
   Senior                                   $154 to $170
   Staff                                    $106 to $117

              Integrated Audit Engagement Letter

   Title                                   Rate per Hour
   -----                                   -------------
   Professional Practice Director Partner   $500 to $550
   Professional Practice Director Manager   $300 to $350
   Bankruptcy Subject Matter Professional
     (Partner)                              $375 to $400
     (Senior Manager)                       $295
   Partner, Principal and Director          $319 to $352
   Senior Manager, Manager                  $243 to $268
   Senior                                   $154 to $170
   Staff                                    $106 to $117

                   U.S. Plan Audit Engagement

   Title                                   Rate per Hour
   -----                                   -------------
   Partner, Principal and Director          $319 to $352
   Senior Manager, Manager                  $243 to $268
   Senior                                   $154 to $170
   Staff                                    $106 to $117

                   PR Plan Audit Engagement

   Title                                   Rate per Hour
   -----                                   -------------
   Partner, Principal and Director          $319 to $352
   Senior Manager, Manager                  $243 to $268
   Senior                                   $154 to $170
   Staff                                    $106 to $117

The Debtors will also reimburse E&Y for actual and necessary
expenses the firm incurs.

Brian T. Coughlin, a partner at E&Y LLP, discloses that his firm
is represented by Alston & Bird LLP in the Chapter 11 cases of
the Debtors and other bankruptcy cases.  E&Y LLP understands that
Alston & Bird anticipates that it may also be asked to appear on
behalf of a significant creditor in the Debtors' bankruptcy
cases.

Before the Petition Date, Ernst & Young Puerto Rico LLC and Ernst
& Young LLP (United Kingdom) provided services to the Debtors or
their non-debtor affiliates, according to Mr. Coughlin.  Ernst &
Young (Malaysia) and Ernst & Young LLP (United Kingdom) will not
be providing services to the Debtors or their non-debtor
affiliates during these bankruptcy cases, he tells the Court.

After the Petition Date, E&Y LLP utilized a global services
center operated by Ernst & Young Private Ltd. or EYPL, and EYGBS
(India) Private Ltd. for certain services provided to the
Debtors.  The Debtors will not be required to pay for those
minimal postpetition Services provided by E&Y GTC, and E&Y LLP
will not be utilizing E&Y GTC in support of services in the
Debtors' bankruptcy cases going forward, Mr. Coughlin says.

E&Y LLP also intends to subcontract with its affiliate, Ernst &
Young Puerto Rico LLC, in connection with Services under the
Integrated Audit Engagement Letter and SOW #1.  E&Y LLP intends
to charge the Debtors for the hourly fees and the expenses
incurred for services performed by E&Y PR.

E&Y has provided or is providing services to parties-in-interest
in matters unrelated to the Debtors' Chapter 11 cases, a schedule
of which is available for free at:

    http://bankrupt.com/misc/Borders_E&YPotentialParties.pdf

Mr. Coughlin continues that E&Y LLP has yet to confirm that the
work that it may be doing for, or may have done for Bangor Hydro
Electric Co., City of Clearwater, Cushman & Wakefield, and
Reliant Energy is unrelated to the Debtors and these Chapter 11
cases.

Mr. Coughlin also relates that E&Y LLP is a party or participant
in certain litigation matters involving parties-in-interest in
these Chapter 11 cases, a list of which is available for free at:

    http://bankrupt.com/misc/Borders_E&YLitigationMatters.pdf

E&Y LLP was owed $137,766 by the Debtors in respect of services
provided to the Debtors after the Petition Date.  During the 90-
day period immediately preceding the Petition Date, the Debtors
paid to E&Y LLP amounts totaling $244,124, of which $190,100
constituted advance payments for fees and expenses not yet
incurred.  As of the Petition Date, E&Y LLP was holding a credit
balance of $175,178, which retainer is to be applied by E&Y LLP
in payment of compensation and reimbursement of expenses incurred
during the pendency of the Debtors' Chapter 11 cases.

Mr. Coughlin maintains that E&Y LLP is a "disinterested person"
as the term is defined under Section 101(14) of the Bankruptcy
Code.

                        About Borders Group

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

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

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

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

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

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

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

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


BPP TEXAS: Seeks to Employ Hunter Realty as Hotel Broker
--------------------------------------------------------
BPP Texas, LLC, and its debtor affiliates seek authority from the
Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas (Sherman) to employ Hunter Realty
Associates, Inc., as their hotel broker.

Hunter's services as the Debtors' hotel broker will include, but
will not be limited to:

   (a) preparing marketing materials and offering packages to be
       used in soliciting prospective purchasers for one of the
       Debtors' hotels, including (i) an offering memorandum, (ii)
       a confidentiality agreement, (iii) an e-mail flyer, and
       (iv) a hard copy flyer, all of which will be submitted to
       Debtors for pre-approval;

   (b) locating, qualifying, and furnishing information on
       potential purchasers of the Select Hotels to the Debtors;

   (c) furnishing Debtors with monthly written reports summarizing
       all activities, including marketing and media efforts;

   (d) maintaining records of the distribution of the offering
       package; and

   (e) maintaining books and records pertaining to its services to
       Debtors.

As compensation for its services, Hunter will receive a commission
of 3% of the total consideration for the purchase and sale of each
Hotel upon closing and approval by the Court. Subject to the
Court's approval, an additional 1% of the Gross Purchase Price
shall be provided to a licensed broker or agent representing a
prospective purchaser in the acquisition of a Select Hotel.

Robert L. Hunter, Jr., chief executive officer of Hunter Realty
Associates, Inc., assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

A hearing on the employment application is set for April 18, 2011,
at 10:00 a.m.

                        About BPP Texas

Pittsburgh, Pennsylvania-based BPP Texas, LLC, along with BPP
Illinois, LLC, BPP Iowa, LLC, BPP Michigan, LLC, BPP Minnesota,
LLC, and BPP Wisconsin, LLC, own and operate 22 hotels located in
Texas, Illinois, Iowa, Michigan, Minnesota, and Wisconsin.

BPP Texas and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Lead Case No. 10-44378) on Dec. 21,
2010.  Davor Rukavina, Esq., and Jonathan Lindley Howell, Esq., at
Munsch Hardt Kopf & Harr, P.C., serve as the Debtors' bankruptcy
counsel.  BPP Texas estimated its assets at $1 million to
$10 million and debts at $50 million to $100 million.

Affiliates BPP Illinois, BPP Iowa, BPP Michigan, BPP Minnesota,
and BPP Wisconsin filed separate Chapter 11 bankruptcy petitions.
BPP Wisconsin estimated its assets at $10 million to $50 million
and debts at $50 million to $100 million.


CARTER'S GROVE: Lender Wants to Move Case to Virginia
-----------------------------------------------------
Colonial Williamsburg Foundation asks the U.S. Bankruptcy Court
for the Northern District of California to transfer the venue of
the bankruptcy case of Carter's Grove LLC to the United States
Bankruptcy Court for the Eastern District of Virginia, Newport
News Division, for the convenience of the parties and in the
interest of justice.

Colonial Williamsburg is a mortgage lender of the Debtor.

H. Alexander Fisch, Esq., at Stutman, Treister & Glatt, in Los
Angeles, California -- afisch@stutman.com -- relates that the
factors to be considered in determining whether a transfer is for
the convenience of the parties or in the interest of justice
include (i) proximity of creditors, (ii) any witnesses would be
found in Virginia, (iii) the Debtor's only asset is in Virginia,
(iv) the case would be administered most economically in Virginia,
and (v) local concerns weigh in favor of transfer to Virginia.  He
contends that each of the factors except for one weighs in favor
of transfer.

The Debtor is a Virginia entity, and its sole asset, most of its
creditors and the likely witnesses are all located in Virginia,
Mr. Fisch argues.  He also asserts that the major issues in the
case will involve experts based in Virginia and the application of
Virginia law.  He adds that the Debtor's unsecured creditors will
be deprived, as a practical matter, of the opportunity to
participate in the case if venue is retained in California.

A hearing to consider the request will be held on April 1, 2011.
Objections were due on March 25.

                        About Carter's Grove

San Francisco, California-based Carter's Grove, LLC, owns the
historic Williamsburg, Virginia -area mansion named Carter's
Grove.  Halsey M. Minor owns the Company and bought the Carter's
Grove mansion for $15.3 million in 2007, at the height of the real
estate bubble.

Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  Debra I.
Grassgreen, Esq., at Pachulski, Stang, Ziehl, And Jones LLP,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $21,156,417 in assets and $12,490,476 in
liabilities.


CATALYST PAPER: To Hold Annual Meeting on April 28
--------------------------------------------------
Catalyst Paper Corporation notified holders of shares of common
stock that its Annual Meeting will be held at the Delta Vancouver
Airport Hotel, 3500 Cessna Drive, Richmond, British Columbia, on
Thursday, April 28, 2011 at 2:00 p.m., local time, for the
following purposes:

   (1) To place before the Meeting the consolidated financial
       statements of the Corporation for the year ended Dec. 31,
       2010, and the auditors' report thereon;

   (2) To elect the directors for the ensuing year;

   (3) To reappoint auditors for the ensuing year; and

   (4) To transact such other business as may properly come before
       the Meeting.

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

                       http://is.gd/SgdcGf

                       About Catalyst Paper

Catalyst Paper -- http://www.catalystpaper.com/-- manufactures
diverse specialty mechanical printing papers, newsprint and pulp.
Its customers include retailers, publishers and commercial
printers in North America, Latin America, the Pacific Rim and
Europe.  With four mills, located in British Columbia and Arizona,
Catalyst has a combined annual production capacity of 1.9 million
tons.  The Company is headquartered in Richmond, British Columbia,
Canada and its common shares trade on the Toronto Stock Exchange
under the symbol CTL.

The Company posted a net loss of C$398.2 million on sales of
C$1.229 billion during 2010.  The Company's net loss in 2009 was
C$5.6 million on sales of C$1.224 billion.

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

                          *     *     *

Catalyst Paper carried Moody's Investors Service's 'Caa1'
corporate family rating.  Outlook in Negative.  The Company also
carries Standard & Poor's CCC+ long-term corporate credit rating,
Outlook is Stable.


CEMEX SAB: S&P Assigns 'B' Rating to $800 Mil. Floating Notes
-------------------------------------------------------------
Standard & Poor's Rating Services said that it assigned its 'B'
senior secured debt rating to Cemex S.A.B de C.V.'s proposed
issuance of $800 million in floating-rate long-term notes due
2015.  At the same time, S&P is affirming its 'B' global scale and
'mxBB+' national scale long-term corporate credit and senior
secured debt ratings on Cemex.

"S&P's ratings on Cemex and its key subsidiaries (Cemex Inc.,
Cemex Mexico S.A. de C.V., and Cemex Espana S.A.) are constrained
by its highly leveraged financial risk profile, reflecting the
company's high debt levels and less-than-adequate liquidity
position," said Standard & Poor's credit analyst Laura Martinez.
The ratings also reflect the relatively high concentration of its
cash-flow generation in a few key operating markets despite
geographic diversification.  These factors are partially mitigated
by the satisfactory business risk profile, given the group's
leading position in the global cement, concrete, aggregates, and
ready-mix businesses; proven operating turnaround experience; and
operating efficiency.  S&P has equalized the ratings on Cemex
Mexico, Cemex Inc., and Cemex Espana because of the strategic
importance of each of these subsidiaries to the group.

The stable outlook reflects S&P's expectation that Cemex's cash-
flow generation will improve somewhat in 2011, and that Cemex will
reach adjusted total debt-to-EBITDA and FFO-to-total debt ratios
of around 8.1x and 6.7%, respectively, by the end of 2011.  More
important, an increase in free cash-flow generation may allow the
company to prepay a portion of the large bank maturities of 2013
and 2014.  S&P could raise the rating if the company improves its
total debt-to-EBITDA ratio to less than 5x and its FFO-to-total
debt ratio to more than 12%.  S&P believes this could result from
a significant increase in volumes in its operations in the U.S.
and more robust cement and aggregates sales in other markets.  A
negative action is possible if the company's volumes remain flat
or decline, leading to a further deterioration in its liquidity
and financial performance, or if a covenant breach becomes a risk.


CHINA TEL GROUP: Delays Filing of Form 10-K
-------------------------------------------
China Tel Group, Inc., notified the U.S. Securities and Exchange
Commission that it is unable to file its 10-K for the period ended
Dec. 31, 2010 in a timely manner because it was not able to
complete timely its financial statements.

                          About China Tel

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

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

Mendoza Berger & Company, LLP, in Irvine, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has incurred a net
loss of $56.0 million for 2009, cumulative losses of
$165.4 million since inception, a negative working capital of
$68.8 million and a stockholders' deficit of $63.2 million, and
that the Company's viability is dependent upon its ability to
obtain future financing and the success of its future operations.

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


CHINA TEL GROUP: Registers 423,077 Under Consulting Services
------------------------------------------------------------
In a Form S-8 filing with the U.S. Securities and Exchange
Commission, China Tel Group, Inc., registered 423,077 shares of
Series A common stock to be offered under the Company's Consulting
Services.

                          About China Tel

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

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

Mendoza Berger & Company, LLP, in Irvine, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has incurred a net
loss of $56.0 million for 2009, cumulative losses of
$165.4 million since inception, a negative working capital of
$68.8 million and a stockholders' deficit of $63.2 million, and
that the Company's viability is dependent upon its ability to
obtain future financing and the success of its future operations.

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


CIT GROUP: DBRS Assigns 'B' Rating on Series C Notes
----------------------------------------------------
DBRS Inc. (DBRS) has assigned a rating of B (high) to the Series C
Notes issued by CIT Group Inc. (CIT or the Company).  The trend on
the rating is Positive.  That rating action does not impact the
issuer rating of CIT, which remains B (high), with a Positive
trend.

The rating considers the secured position of the Series C Notes,
which benefit from a second lien on substantially all U.S. assets
of CIT that are not otherwise pledged to secure the borrowings of
special purpose entities and the equity of foreign subsidiaries.
Moreover, the Series C Notes rank pari passu with the existing
second lien Series A Notes.  The rating reflects DBRS's view that
recovery on the Series C Notes would be less than the first lien
notes but greater than the unsecured debt.


CITGO PETROLEUM: S&P Affirms 'BB-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on CITGO Petroleum and revised the outlook
on the company to stable from negative.

At the same time, Standard & Poor's affirmed its 'BB+' (two
notches higher than the corporate credit rating) issue rating on
CITGO's secured debt.  The recovery rating is '1', indicating
S&P's expectation for very high (90% to 100%) recovery in the
event of a default.

"The rating on CITGO Petroleum Corp. reflects the company's fair
business risk profile and aggressive financial risk profile,"
said Standard & Poor's credit analyst Patrick Jeffrey.  "S&P's
fair assessment of CITGO's business risk profile is based on its
exposure to volatile commodity prices and margins and its high
fixed costs, as is typical for an oil refining company.  S&P's
assessment of the company's financial risk profile reflects the
company's high debt leverage and weak credit metrics relative
to other independent refiners.  S&P's rating also reflects the
company's scale and high complexity of its refining assets, which
have a net crude processing capacity of 749,000 barrels per day
(bpd) through three fuel refineries."

The outlook on CITGO is stable.  The stable outlook reflects S&P's
expectation that credit metrics will likely return to a level that
is consistent with the rating over the next year, as a result of
favorable refining industry conditions.  However, given S&P's
assessment of CITGO's business risk and the inherent volatility of
the industry, S&P currently view an upgrade as unlikely.  A
negative rating action could occur if the improvement seen over
the past several months reverses, and FFO to debt drops below 15%.


CLUB VENTURES: U.S. Trustee Forms 3-Member Creditors Committee
--------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2,
appointed three members to the Official Committee in the Chapter
11 case of Club Ventures Investments LLC, et al.

The Creditors Committee members are:

1. The Bravern, LLC
   Attn: Tom Woodworth
   818 Stewart Street, Suite 700
   Seattle, WA 98101
   Tel: (206) 626-3750

2. RCK, LLC d/b/a Good Air
   Commercial & Service Division
   Attn: Yasin Khan
   2217 SW 58th Way
   Hollywood, FL 33023
   Tel: (954) 964-6355

3. Polar Air Conditioning, Inc.
   Attn: Michael Baione
   45 Albin Road
   Carmel, NY 10512
   Tel: (917) 817-3115

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                        About Club Ventures

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

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

David B. Shemano, Esq., at Peitzman, Weg & Kempinsky LLP, in Los
Angeles, serves as the Debtors' bankruptcy counsel.  Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, in New York, serves as
the counsel for the official committee of unsecured creditors.


COMMERCIAL VEHICLE: 2011 Bonus Plan for Executives Approved
-----------------------------------------------------------
The compensation committee of the board of directors of Commercial
Vehicle Group, Inc., approved the Commercial Vehicle Group, Inc.
2011 Bonus Plan on Feb. 24, 2011.

Each executive officer is eligible to participate in the Plan.
The Plan includes both a "Company Factor" and an "Individual
Factor."

The "Company Factor" component is tied to the Company's
achievement of EBITDA, a non-GAAP financial measure calculated by
adding interest, taxes, depreciation and amortization to net
income, and adjusted by the Compensation Committee to eliminate
the effects of gains and losses on forward exchange contracts,
non-recurring gains and losses or other income or expenses not
foreseen at the time the 2011 Bonus Plan was approved.

The "Individual Factor" is tied to strategic, operating and cost
initiatives specific to the executive's job scope.  The 2011 Bonus
Plan reflects the following formula for calculating the annual
cashincentive payment: salary will be multiplied by the "Target
Factor" multiplied by the "Company Factor" achievement multiplied
by the "Individual Factor" achievement.

The target incentive bonus opportunity under the 2011 Bonus Plan
for Mervin Dunn was set at 90% of his base salary.  The target
incentive bonus opportunity for Messrs. Chad Utrup, Gerald
Armstrong and Kevin Frailey was set at 75% of their base salary.
The target incentive bonus opportunity for Gordon Boyd was set at
40% of his base salary.

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

               http://ResearchArchives.com/t/s?744f

                  About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The Company has facilities
located in the United States in Arizona, Indiana, Illinois, Iowa,
North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington
and outside of the United States in Australia, Belgium, China,
Czech Republic, Mexico, Ukraine and the United Kingdom.

                         *     *     *

Commercial Vehicle carries a 'Caa2' Corporate Family Rating and
'Caa2/LD' Probability of Default Rating from Moody's.  It has
'CCC+' issuer credit ratings from Standard & Poor's.

In mid-October 2010, Moody's Investors Service upgraded Commercial
Vehicle Group, Inc.'s Corporate Family Rating to Caa1 from Caa2,
and revised the ratings outlook to positive from negative.  These
positive actions recognize the continuing improvement in the build
rates for commercial vehicles and the realized benefits of the
company's operating and capital restructurings.  According to
Moody's, the Caa1 CFR reflects modest size, high debt leverage,
and exposure to highly cyclical commercial vehicle end markets.
Demand for commercial vehicle components is sensitive to both
economic cycles and regulatory implementation schedules.


CONSOLIDATED CAPITAL: Terminates Registration of Units
------------------------------------------------------
Consolidated Capital Properties III filed a Form 15 notifying the
U.S. Securities and Exchange Commission regarding the termination
of registration of the Company's Units of Limited Partnership.
As of March 29, 2011, there are no holders of the Units.

                    About Consolidated Capital

Greenville, S.C.-based Consolidated Capital Properties III owns a
99% limited partnership interest in Concap Village Green
Associates, Ltd., a Texas limited partnership, which owns Village
Green Apartments, a 164-unit apartment complex located in
Altamonte Springs, Florida.

The Company's balance sheet at Sept. 30, 2010, showed
$1.90 million in total assets, $8.21 million in total
liabilities, and a stockholders' deficit of $6.31 million.

As reported in the Troubled Company Reporter on April 12, 2010,
Ernst & Young LLP, in Greenville, S.C., expressed substantial
doubt about the Partnership's ability to continue as a going
concern, following its 2009 results.  The independent auditors
noted that the Partnership Agreement provides for the Partnership
to terminate Dec. 31, 2010.


CONTINENTAL RESOURCES: Moody's Affirms 'Ba3' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service changed Continental Resources' outlook
to positive from stable.  Moody's also affirmed Continental's Ba3
Corporate Family Rating, its B1 senior unsecured note rating, and
its SGL-2 Speculative Grade Liquidity Rating.

"The change in Continental Resources' outlook to positive from
stable is justified by the recent issuance of $660 million of
common equity which will be used to fund the anticipated
significant out-spend of internally generated cash flow for 2011.
Should the company demonstrate success in growing production rates
in line with their guidance figures without a run up in its
leverage ratios, a rating upgrade would be warranted," said Stuart
Miller, Moody's Senior Analyst.

Continental has a high quality asset base, in particular its
undrilled acreage position in the Bakken Oil Shale.  However, from
a ratings perspective the asset quality is offset to a large
degree by the smaller scale of Continental's proved developed
reserves and production rate.  At year end 2010, Continental
reported proved developed reserves of 140 MMBOE and production of
48.6 MBOE per day in the fourth quarter, a 25% increase over the
previous year.  While this production level is comparable to many
single B rated E&P companies, the current rating and the positive
outlook incorporate the expectation that the company will continue
its rapid growth in proved developed reserves and production
driven by its $1.75 billion capital budget for 2011 and its
historically low finding and development cost of less than $10 per
BOE.

To attempt to achieve its aggressive growth targets, the company
has accelerated the development of its proved undeveloped and
unproven reserves.  As a result, Continental will have a heavy
reliance on external funding over the next few years which
introduces a modest amount of market risk to the company's growth
plans.  More importantly, Moody's believes the magnitude of the
planned out-spend of internally generated cash flow represents a
more aggressive financial policy despite the recent equity
issuance.  Because of Continental's relatively small size compared
to Ba2 rated E&P companies, its leverage position will have a
greater influence over any future positive rating actions.

Continental had good liquidity after the completion of its March
2011 equity offering.  Subsequent to the equity offering, the
company had nothing outstanding under its $750 million revolving
credit facility and approximately $500 million of cash on hand.
Based on the 2011 capital budget of $1.75 billion, Moody's expect
credit facility borrowings of $200 million to $300 million in
2011, and looking out to 2012, an out-spend of internally
generated cash flow in the range of $700 million to $800 million.
This level of out-spend in 2012 would require an increase in the
revolving credit facility commitments or the issuance of debt or
equity in the capital markets.

The positive outlook is based on Moody's expectation that
Continental will continue to grow its reserves and production rate
while maintaining reasonable leverage metrics.  Moody's will
consider an upgrade when daily production levels approach 75 MBOE
per day as long as the ratio of debt to average daily production
is around $20,000 per BOE.  The positive outlook could be removed
or changed to negative if the company were to significantly
increase debt through non-producing property acquisitions and/or
disappointing drilling results which cause the ratio of debt to
average daily production to increase above $25,000 per BOE.

The last rating action was September 13, 2010 when Moody's
assigned a B1 rating to Continental's proposed $350 million
(upsized to $400 million) senior unsecured notes due 2021.

Continental Resources Inc. is headquartered in Enid, Oklahoma.


CPJFK LLC: Hotel Owners Ask for Stay of Sale Pending Appeal
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that a bankruptcy judge has
ordered the sale of New York's JFK Plaza Hotel to its secured
creditor, but the hotel's current owners aren't surrendering in
their fight to block the deal.  DBR relates Charles Morais and
Sunil Mir on Thursday filed a motion urging the bankruptcy court
to stay the $13.85 million sale of the airport hotel to secured
creditor Neshgold LP, slated to close Thursday, until they can
proceed with an appeal of the transaction.  According to DBR, an
attorney for hotel investors Messrs. Morais and Mir said in court
papers that the men and their company have suffered and will
continue to suffer "irreparable harm" if they aren't able to stop
the sale.  Messrs. Morais and Mir haven't managed the hotel since
November, when allegations of mismanagement spurred Judge Carla E.
Craig of the U.S. Bankruptcy Court in Brooklyn, N.Y., to appoint a
Chapter 11 trustee to take the helm of CPJFK LLC.  The company
serves as the hotel's direct owner and is the entity that sought
bankruptcy protection in October.

                          About CPJFK LLC

Atlanta, Georgia-based CPJFK, LLC, owns and operates a 183 room
hotel under the name of the JFK Plaza Hotel located at 151-20
Baisley Blvd., in Jamaica, New York.  The Hotel operations
constitute the Debtor's sole source of income.  The Debtor filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No.
10-89928) on Oct. 4, 2010.

On October 19, 2010, the U.S. Trustee for Region 21 filed a motion
to transfer the Debtor's case to the U.S. Bankruptcy Court for the
Eastern District of New York.  On Nov. 9, 2010, the Debtor's case
was transferred to E.D.N.Y. and assigned Case No. 10-50566.

In November 2010, the Bankruptcy Court order the appointment of a
Chapter 11 trustee at the behest of Neshgold, LP.  The U.S.
Trustee appointed Alan Nisselson as chapter 11 Trustee.  Alan
Nisselson selected Choice Consultants LLC as his managing agent.

No official committee of unsecured creditors has been appointed in
the case.


DAVIE YARDS: Court Extends CCAA Stay Order to May 9
---------------------------------------------------
Davie Yards has entered into an exclusivity agreement with
Fincantieri - Cantieri Navali Italiani and DRS Technologies
Canada, a Finmeccanica company, to negotiate the potential
acquisition of the shipyard by an entity that will be majority-
owned by Fincantieri.  In order to continue this process, Davie
has obtained an order from the Quebec Superior Court extending the
stay of proceedings ordered by the Court to May 19, 2011, the
whole pursuant to the Companies' Creditors Arrangement Act.

"In Fincantieri and DRS, a Finmeccanica company, Davie has found
the industrial investors it was looking for, combining both the
financial strength and the technical expertise", said the
President and CEO of Davie, Mr. Gustav Johan Nydal.  He continued,
"This is an important step in the right direction but there is
still a lot of work to do in order to complete the transaction
within a very short timeframe so the shipyard will be able to
submit a valid bid for the federal contracts."

Fincantieri and DRS will immediately join Davie's efforts to
respond to the request for proposal to become one of the two
selected shipyards under the National Shipbuilding Procurement
Strategy.

The Company has obtained confirmation that, subject to the
approval of the required authorities, the Quebec Government will
provide additional interim financing to meet the cash requirements
for the duration of the extension.

                      About Fincantieri

Fincantieri -- http://www.fincantieri.com/-- is one of the
world's most prominent and diversified shipbuilding groups. With
more than 7,000 ships delivered during two centuries, it has
extensive experience in the construction of merchant and military
vessels. To encourage the group's growth, Fincantieri has
developed a series of initiatives in fields close to its core
business, including ship repairs and conversion, marine systems
and components, and mega-yachts. Headquartered in Trieste, Italy,
the company employs more than 10,000 people and has eight
shipyards in Italy and four in the United States. Fincantieri's US
subsidiaries build ships for commercial and government customers,
including the U.S. Navy and Coast Guard. Fincantieri had a
turnover of approximately $ 4.0 billion in 2010.

                 About DRS Technologies Canada

DRS Technologies Canada Ltd. -- http://www.drs.com/-- a
Finmeccanica company, and wholly owned subsidiary of DRS
Technologies Inc., is a developer and manufacturer of world class
systems in the areas of integrated shipboard communication systems
and surveillance sensors. It has been a supplier of high-end
defence electronics equipment and systems to Canadian Forces and
other allied military forces for more than five decades.
Finmeccanica is a world leader in the high technology sector and
ranks among the top ten global players in aerospace, defence and
security. The Finmeccanica group employs 75,000 persons worldwide
and more than 12,000 in North America. In 2010, it generated
revenues of approximately 18.7 billion euros.

                        About Davie Yards

Davie Yards Inc. owns and operates the Davie yard in Quebec.  With
over 185 years of operating experience, the shipyard is the
largest in Canada and among the largest and most sophisticated in
North America.  The Corporation has a focus on building large and
complex offshore service vessels and rigs, and other sophisticated
vessels for commercial and governmental use.


DELPHI CORP: GAO to Release Initial Reports on Pension Probe
------------------------------------------------------------
Neil Barofsky, as special inspector general of the Troubled Asset
Relief Program, and the Government Accountability Office will
release initial reports on their investigation regarding the
disparate treatment of union and salaried retirees of Delphi
Corp. on March 30 and 31, 2011, David Shepardson of The Detroit
News reported.

Mr. Barofsky specifically related in a letter to U.S. House of
Representatives Speaker John Boehner that the GAO will issue its
initial findings -- a timeline of significant events --
surrounding the Delphi pensions by March 30.

The Detroit News stated that Mr. Boehner has urged the Obama
administration to provide a full accounting of why it let Delphi
terminate the supplier's salaried pension plans -- a move that
will cost the retirees $600 million.

Senator Roger Wicker and Mr. Boehner also disclosed that the GAO
will complete the first phase of its independent analysis of the
federal financial assistance provided to General Motors
Corporation and its treatment of the Delphi salaried retirees to
be set forth in a report to be released on March 31, The Detroit
News stated.

"Delphi retirees continue to struggle to learn why non-unionized
Delphi retirees did not receive the same pension benefits as
their unionized colleagues following the taxpayer bailout," Mr.
Wicker was quoted by The Detroit News as saying.  "The Obama
administration should fully disclose why this disparity was
allowed to occur. The forthcoming GAO reports should bring any
wrongdoing to light," the senator added.

Mr. Barofsky and the GAO is conducting an investigation on
whether the U.S. Department of the Treasury's Automotive Task
Force or the U.S. Government pressured GM to top-up the Delphi
hourly retiree pension plans, and whether those political
considerations played a role in the unfair treatment between the
hourly and salaried retirees of Delphi.

Last January, Mr. Barofsky submitted a quarterly report to the
U.S. Congress stating that the GAO audit is focused on GM's
decision after it filed for bankruptcy to provide benefits for
Delphi's hourly workers without doing the same for salaried
retirees, Automotive News reported.

U.S. Representative Mike Turner has asked Mr. Barofsky to also
look into Dayton, Ohio, which has about 1,000 Delphi retirees who
were negatively affected by the reduction of their pension
benefits.  Mr. Turner believes that the Dayton district, which is
the birthplace of Delphi, has more than Delphi retirees than any
other area in the U.S.

Moreover, U.S. Representative Dan Burton has sent a letter
together with Mr. Turner to Oversight and Government Reform
Committee Chairman Darrell Issa, urging the committee to exercise
its oversight regarding the plight of the Delphi salaried
retirees and to ensure that all Delphi employees deserve the
pensions they deserve, Kokomo Perspective reported.

           Health Care Tax Credit Subsidy Expires

The Delphi Salaried Retirees Association relayed to its members
that attempts in Congress to extend the Health Coverage Tax
Credit subsidy at 80% and the Qualified Family Member coverage
for dependents of retirees on Medicare until age 67 have not been
successful.

A six-week extension Congress approved in December for the HCTC
subsidy expired on February 13, 2011.  As a result, effective
with the March payment for April coverage, the HCTC subsidy will
revert to the original 65% and the QFM program will cease, the
DSRA related.

The expiration of the extension will also result in a 75%
increase in premium payments for HCTC-eligible participants and
the complete loss of the HCTC subsidy for Qualified Family
Members, according to the DSRA.

U.S. Representative Tim Ryan is pessimistic of renewing the
health care tax extension with the resignation of a major
advocate in the Delphi pension work, the Business Journal Daily
reported.

The HCTC is part of Trade Adjustment Assistance that expired on
February 13, 2011, the Business Journal Daily related.

According to the Business Journal Daily, a legislation to extend
the HCTC was on the U.S. House of Representatives' calendar but
was pulled out due to objections by a committee.  The Republican
Study Committee believes it "a government waste" and "not the
proper role of government" to deal with the issue, the news
source indicated.

"We are pushing for it," Mr. Ryan told the Business Journal
Daily.  However, Christopher Lee, former congressman in New York
and who he was working with Mr. Ryan on the issue, abruptly
resigned after a bare-chested photo of himself sent to a woman he
met in Craigslist was disclosed, the news article relayed.  Mr.
Ryan lamented Mr. Lee's resignation, saying that the former
congressman was their point guy and that the Delphi salaried
retirees lost a major advocate, the news source added.

About 31,000 Ohioans are affected by the expiration of the HCTC,
according to Rick Leonard, Mr. Ryan's district director, the
Business Journal Daily disclosed.

The extension of the HCTC is supported by Senators Sherrod Brown
and Rob Portman, the Business Journal Daily related.  Mr. Brown
has led a group of 14 senators signing a letter to members of
House leadership, including Mr. Boehner and House Minority Leader
Nancy Pelosi, urging them to pass an extension of the TAA in the
House, according to the report.  Mr. Ryan stated that the
legislation has received resistance from Senators John McCain and
Jon Kyle.

Joining the lawmakers who want the HCTC to be extended was U.S.
Representative Sean O'Brien who had proposed to extend the credit
to an extra 18 months, www.wkbn.com reported.  According to Mr.
O'Brien, the HCTC subsidy and other benefits are crucial to about
12,000 Delphi retirees in Warren and Dayton areas, wkbn.com
stated.  The report noted that with the expiration of the HCTC,
about 3,600 people are affected.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)

DELPHI CORP: Retirees Complain of VEBA Committee Violations
-----------------------------------------------------------
William B. Gifford, Jr., a member of the Official Committee of
Eligible Salaried Retirees, wrote to Judge Robert D. Drain of the
U.S. Bankruptcy Court for the Southern District of New York on
March 11, 2011, alleging that the VEBA Committee willfully failed
to abide by the First Amended and Restated Delphi Salaried
Retirees Association Benefit Agreement entered with the Retirees
Committee.

According to Mr. Gifford, the VEBA Committee's violations are:

  (1) The VEBA Committee failed to provide the Retirees
      Committee a detailed and specific draft of the election
      procedure six weeks prior to adopting the procedure.

  (2) The VEBA Committee failed to give beneficiaries and plan
      participants proper notice of the elections.

  (3) The VEBA Committee failed to provide fair and open
      elections to all eligible voters and candidates.

  (4) The VEBA Committee failed to put a proper third party in
      place to handle the voting, counting, and reporting of the
      results of the election.

  (5) The Delphi Salaried Retirees Association failed to post on
      its Web site a copy of the bylaws.  The VEBA Committee has
      made changes to its bylaws and has not properly notified
      the retirees of those changes.

  (6) The DSRA has terminated a contract that was established by
      the Retirees Committee.

Mr. Gifford also mentions that though Dennis Black has resigned
as co-chair of the VEBA Committee, he is still chairman of the
DSRA and continues to exercise non-transparency with respect to
the to the retirees he fostered while co-chair of the VEBA Board.
Mr. Gifford alleges that it is the action by Mr. Black, Jim Baker
and Carol Harvey-Light, chair of the VEBA Committee, that has
restricted full disclosure from going to the beneficiaries.
Continued threats and harassment of retirees that have already
undergone severe hardships financially, has created a reluctance
to push or pursue additional activity on their part, Mr. Gifford
tells Judge Drain.

Mr. Gifford maintains that nothing has changed and the VEBA
Committee will continue to violate the agreements and keep the
beneficiaries in the dark.

Mr. Gifford clarifies that his letter has nothing to do with an
upcoming motion dealing with the Consolidated Omnibus Budget
Reconciliation Act continuation.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


DELPHI CORP: Defends Preference Lawsuits
----------------------------------------
DPH Holdings Corp. and its debtor affiliates filed with the
Bankruptcy Court an omnibus reply, addressing the sufficiency of
the proposed amended complaints under Rule 8 of the Federal Rules
of Civil Procedure and the July 22, 2010 Dismissal Order.

Eric B. Fisher, Esq., at Butzel Long, in New York, argues that
DAS LLC as plaintiff has sufficiently alleged in the PACs each
element of its preference claims under Section 547(b) of the
Bankruptcy Code:

  (A) DAS has sufficiently alleged that each payment was "a
      transfer of an interest of the debtor in property" because
      Plaintiff has alleged that all payments that it seeks to
      avoid and recover in the PACs were payments generated from
      its own account, except for payments for goods and
      services provided to Delphi Medical Systems Colorado
      Corporation.

  (B) DAS has sufficiently alleged that each Transfer was "to or
      for the benefit of a creditor" because Plaintiff has
      identified the objecting parties that received the
      Transfers in exchange for their previously provided goods
      or services.

  (C) For each Transfer, the PACs cite specific document numbers
      or assert other facts to plausibly allege that each
      Transfer was "for or on account of an antecedent debt owed
      by the debtor before such transfer was made."

  (D) Given that DAS made each Transfer no earlier than 90 days
      before the Petition Date, DAS has sufficiently alleged
      that each Transfer was "made while the debtor was
      insolvent" simply by invoking the presumption of
      insolvency under Section 547(f).

  (E) Having identified a specific date for each preference
      payment, and provided other factual detail about the
      Transfers, DAS has sufficiently alleged that each Transfer
      occurred "on or within 90 days before the date of the
      filing of the petition."

  (F) The PACs state that each of the Reorganized Debtors'
      unsecured creditors will receive less than 100% payout in
      distributions under the Modified First Amended Joint Plan
      of Reorganization.  DAS has also alleged that the
      Objecting Parties, should they retain the Transfers, will
      have received more money from Plaintiff than if Plaintiff
      never made the Transfers and the Debtors' Chapter 11 cases
      had proceeded under Chapter 7 of the Bankruptcy Code.

Mr. Fisher also contends that the allegations in the PACs satisfy
the "plausibility" pleading standard In re Bell Atlantic Corp. v
Twombly, 550 U.S. 544 (2007) and Ashcroft v. Iqbal, 129 S. Ct.
1937 (2009).  Among other things, Exhibit "1" to the original
complaints only set forth the amount, date and type of each
transfer while Exhibit 1 to the PACs now identifies the Transfer
Recipient, Contracting Entity, Obligor, Transferring Entity,
Transfer Date, and Transfer Amount for each Transfer, he points
out.

Mr. Fisher further notes that in line with the courts that have
taken Twombly and Iqbal to require a less onerous pleading
standard than applied In re Caremerica, Inc., an appropriate
pleading standard would advance the primary purpose of Twombly
and Iqbal -- to identify and dismiss frivolous claims before
discovery -- while letting the plausibility inquiry be "a
context-specific task that requires the reviewing court to draw
on its judicial experience and common sense."   This is
especially true where, as here, the complaints at issue give the
defendants sufficient notice of the nature and substance of the
claims against them, he stresses.  Thus, the PACs meet the
Twombly and Iqbal standard under Rule 8, he insists.

Similarly, the PACs comply with the Dismissal Order, Mr. Fisher
avers.  Consistent with the Dismissal Order, each PAC names DAS
as the sole Plaintiff and Plaintiff has specifically and
sufficiently identified the alleged transferee and antecedent
debt for each Transfer, he points out.  For those reasons
indicated, the Objecting Parties' pleading-based futility
arguments lack merit, Mr. Fisher maintains.

DPH Holdings Corporation and certain of its debtor affiliates, as
plaintiffs in six adversary proceedings, join in the Omnibus
Reply.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


DELTA AIR: Janus Capital Has 7.3% Equity Stake
----------------------------------------------
Janus Capital Management LLC reported in a Form 13G/A filed with
the U.S. Securities and Exchange Commission on February 14, 2011,
that it owns 56,708,616 shares of Delta Air Lines, Inc. common
stock or 7.3% of Delta's outstanding shares.

As of January 31, 2011, there were 834,829,734 shares of Delta's
common stock outstanding.

Janus Capital also disclosed its sole voting power over
55,404,016 shares and sole dispositive power over 55,404,016
shares.

Janus Capital has a direct 94.5% ownership stake in INTECH
Investment Management and a direct 77.8% ownership stake in
Perkins Investment Management LLC.  Holdings for Janus Capital,
Perkins and INTECH are aggregated for purposes of the Form 13G
filing, David R. Kowalski, senior vice president and CCO at Janus
Capital, told the SEC.

Janus Capital, Perkins and INTECH are registered investment
advisers, each furnishing investment advice to various investment
companies registered under Section 8 of the Investment Company
Act of 1940 and to individual and institutional clients.

As a result of its role as investment adviser or sub-adviser to
the Managed Portfolios, Janus Capital may be deemed to be the
beneficial owner of 56,708,616 shares or 7.3% of the shares
outstanding of Delta common stock held by those Managed
Portfolios.  However, Janus Capital does not have the right to
receive any dividends from, or the proceeds from the sale of, the
securities held in the Managed Portfolios and disclaims any
ownership associated with those rights, Mr. Kowalski explains.

Janus Overseas Fund is an investment company registered under the
Investment Company Act of 1940 and is one of the Managed
Portfolios to which Janus Capital provides investment advice.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELTA AIR: FMR LLC Has 10.951% Equity Stake
-------------------------------------------
In an amended Form 13G/A filed with the U.S. Securities and
Exchange Commission on February 14, 2011, FMR LLC disclosed that
it beneficially owns 86,397,284 shares of Delta Air Lines, Inc.
Common Stock, representing 10.951% of Delta's shares outstanding.

As of January 31, 2011, there were 834,829,734 shares of Delta's
common stock outstanding.

FMR LLC has sole power to vote on 4,647,904 Delta shares, and
to dispose of 86,397,284 shares.

Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC and an investment adviser registered under Section 203
of the Investment Advisers Act of 1940, is the beneficial owner
of 81,461,008 shares or 10.326% of the common Stock outstanding
of Delta as a result of acting as investment adviser to various
investment companies registered under Section 8 of the Investment
Company Act of 1940.

Pyramis Global Advisors Trust Company, an indirect wholly owned
subsidiary of FMR LLC and a bank, as defined in Section 3(a)(6)
of the Securities Exchange Act of 1934, is the beneficial owner
of 1,079,440 shares or 0.137% of the outstanding common stock of
Delta as a result of its serving as investment manager of
institutional accounts owning the shares.

Edward C. Johnson 3d and FMR LLC, through its control of
Fidelity, and the funds each has sole power to dispose of the
112,247,421 shares owned by the Funds.  Edward C. Johnson 3d and
FMR LLC, through its control of Pyramis Global Advisors, LLC,
each has sole dispositive power over 1,079,440 shares and sole
power to vote or to direct the voting of 1,079,440 shares of
Common Stock owned by the institutional accounts or funds advised
by PGA LLC.

Edward C. Johnson 3d and FMR LLC, through its control of Pyramis
Global Advisors Trust Company, each has sole dispositive power
over 1,622,442 shares and sole power to vote or to direct the
voting of 1,361,410 shares of Common Stock owned by the
institutional accounts managed by PGATC.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELTA AIR: Officers Disclose Disposition/Acquisition of Shares
--------------------------------------------------------------
In separate Form 4s filed with the Securities and Exchange
Commission, these parties disclosed their disposition of, or
acquisition of, shares of Delta Air Lines, Inc., during
October 2010 to March 2011:

                                       Shares       Total
                      Date of          Acquired     Shares After
Name/Position         Transactions    (Disposed)    Transaction
-------------         ------------     --------     -----------
Anderson, Richard H.  10/27/2010         (1,000)      1,384,209
Chief Executive       11/26/2010        (14,500)      1,369,709
Officer               11/29/2010           (500)      1,369,209
                      11/30/2010         (4,000)      1,365,209
                      02/01/2011        (84,595)      1,280,614
                      02/01/2011        (55,856)      1,224,758
                      02/03/2011        185,875       1,410,633
                      02/03/2011        (78,904)      1,331,729
                      02/03/2011        208,695       1,540,424
                      02/03/2011        (88,591)      1,451,833
                      02/03/2011        303,560       1,755,393

Campbell, Michael H.  02/01/2011        (14,697)        231,873
EVP - HR & Labor      02/01/2011         (9,169)        222,704
Relations             02/03/2011         47,431         270,135
                      02/03/2011        (20,134)        250,001
                      02/03/2011         62,880         312,881
                      02/14/2011        (18,404)        294,477

Gorman, Stephen E.    10/22/2010        (52,691)        484,966
EVP & Chief           11/03/2010        (53,691)        431,275
Operating Officer     02/01/2011        (26,918)        404,357
                      02/01/2011        (14,472)        389,885
                      02/03/2011         66,403         456,288
                      02/03/2011        (28,188)        428,100
                      02/03/2011         95,410         523,510
                      02/14/2011        (20,659)        502,851

Hirst, Richard B.     07/01/2009             63         395,617
SVP & Gen. Counsel    10/06/2010            140         395,757
                      02/01/2011         (3,528)        392,229
                      02/01/2011         (9,171)        383,058
                      02/03/2011         11,383         394,441
                      02/03/2011         (4,832)        389,609
                      02/03/2011         62,880         452,489
                      02/14/2011         (9,796)        442,693
                      02/28/2011       (117,000)        325,693
                      02/28/2011        (88,400)        237,293

Foret, Mickey P.      10/01/2010            195          35,450
Director

Bastian, Edward H.    11/04/2010        (20,000)        597,566
President             02/01/2011        (38,452)        559,114
                      02/01/2011        (21,545)        537,569
                      02/03/2011         94,861         632,430
                      02/03/2011        (40,269)        592,161
                      02/03/2011        151,780         743,941
                      02/14/2011        (34,253)        709,688
                      02/24/2011        (30,000)        649,688
                      02/28/2011        (50,000)        599,688

Halter, Hank          10/21/2010         (4,425)        203,570
SVP & CFO             10/28/2010         (4,000)        199,570
                      11/03/2010         (4,000)        195,570
                      02/01/2011         (8,819)        186,751
                      02/01/2011         (9,174)        177,577
                      02/03/2011         28,458         206,035
                      02/03/2011        (12,081)        193,954
                      02/03/2011         47,710         241,664
                      02/11/2011        (10,000)        231,664
                      02/14/2011        (14,291)        217,535

Hauenstein, Glen W.   10/21/2010        (29,926)        253,120
EVP - Network Plng    02/01/2011        (14,697)        238,423
& Rev Mgmt.           02/01/2011        (10,234)        228,189
                      02/03/2011         47,431         275,620
                      02/03/2011        (20,134)        255,486
                      02/03/2011         78,060         333,546
                      02/14/2011        (18,405)        315,141
                      02/28/2011        (25,000)        290,141

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.

S&P said at the end of February 2011 that its ratings on Atlanta,
Ga.-based Delta Air Lines Inc. reflect its highly leveraged
financial profile, with significant intermediate-term debt
maturities, and the risks associated with participation in the
price-competitive, cyclical, and capital-intensive airline
industry.  The ratings also incorporate the reduced debt load and
operating costs Delta achieved while in Chapter 11 in 2005-2007,
and its enhanced competitive position and synergistic
opportunities associated with its 2008 merger with Northwest
Airlines Corp. (parent of Northwest Airlines Inc.), with the two
airlines fully integrated in December 2009.  S&P characterize
Delta's business risk profile as weak and its financial risk
profile as highly leveraged.


DELUXE SYNDICATE: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Deluxe Syndicate, LLC
        28 Anacapa Street
        Santa Barbara, CA 93101

Bankruptcy Case No.: 11-11448

Chapter 11 Petition Date: March 29, 2011

Court: United States Bankruptcy Court
       Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Peter Susi, Esq.
                  MICHAELSON SUSI AND MICHAELSON
                  7 W Figueroa 2nd Fl
                  Santa Barbara, CA 93101-3191
                  Tel: (805) 965-1011
                  Fax: (805) 965-7351
                  E-mail: cheryl@msmlaw.com

Scheduled Assets: $3,500,000

Scheduled Debts: $2,645,297

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-11448.pdf

The petition was signed by Jason Leggitt, managing partner.


DILLARD'S INC: S&P Affirms 'BB-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
recovery rating on Little Rock, Ark.-based department store
operator Dillard's Inc. to '3' from '4', indicating S&P's the
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.  The outlook is stable.

S&P affirmed all ratings on the company, including the 'BB-'
corporate credit rating.

"The recovery rating revision reflects the company's stronger
performance over the past year which has resulted in an increase
in the company's enterprise value," said Standard & Poor's credit
analyst David Kuntz.


DONG-IN DEVELOPMENT: Sec. 341 Meeting of Creditors Set for April 1
------------------------------------------------------------------
The United States Trustee for Region 13 will convene a meeting of
the creditors of Dong-In Development USA LLC, LLC, on April 1,
2011, at 11:00 a.m., at 111 South Tenth Street, Sixth Floor, Suite
6.365A, in St. Louis, Missouri.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtor's bankruptcy case.

Attendance by the Debtor's creditors at the meeting is welcome
but not required.  The Sec. 341 meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about its financial affairs and operations that would be
of interest to the general body of creditors.

Barrington, Ill.-based Dong-In Development USA LLC, filed for
bankruptcy protection (Bankr. N.D. Ill. Case No. 11-05508) on
Feb. 14, 2011.  Midong Choi, Esq., at MC Law Group 135, in
Arlington Heights, Ill., represents the Debtor as counsel.
When the Debtor filed for bankruptcy, it estimated assets of
between $10 million and $50 million, and debtors of between
$1 million and $10 million.

The Debtor's Chapter 11 case was transferred to the U.S.
Bankruptcy Court for the Eastern District of Missouri on Feb. 24,
2011.  The Clerk assigned Case No. 11-42033 to the transferred
case.  The case was assigned to Judge Kathy A. Surratt-States.


DONG-IN DEVELOPMENT: Prohibited from Using Rents from Mo. Property
------------------------------------------------------------------
On March 18, 2011, Judge Kathy A. Surratt-States of the U.S.
Bankruptcy Court for the Eastern District of Missouri approved the
emergency motion of St. Johns Bank & Trust Company prohibiting
Dong-In Development USA LLC from using the rents from the property
commonly known as 4220 Hwy K, O'Fallon, Missouri and 844 Waterbury
Falls Drive, O'Fallon, Missouri.

The Bank is a secured creditor and party-in-interest with respect
to the Debtor, having a valid deed-of-trust lien and assignments
of rents on the Property.

Prior to the Petition Date, the Bank said it properly completed
all steps necessary to enforce its rights under the Assignment of
Rents by sending notice on or about Jan. 4, 2011, revoking the
Debtor's license to collect rents on the Property and issuing
payment direction letters to the current tenants of the Property.

Pursuant to the Court's order, Debtor was also directed to turn
over any and all Rents received from the Property after the Bank
enforced its rights under the Assignment of Rents on or about
Jan. 4, 2011.  The Debtor was also required to provide a detailed
accounting of all Rents received from the Property and how such
Rents were used since Jan. 4, 2010, within ten days following the
entry of the order.

The Court ordered the Debtor to segregate and hold in trust all
Rents it currently holds and which it receives on account of the
Property, pending turnover to the Bank.

Dong-In Development USA LLC filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 11-05508) on Feb. 14, 2011.  Midong
Choi, Esq., at MC Law Group 135, in Arlington Heights, Illinois,
serves as counsel to the Debtor.  The Debtor estimated assets of
$10,000,001 to $50,000,000 and debts of $1,000,001 to $10,000,000
as of the Chapter 11 filing.


DR. JEFFREY: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Dr. Jeffrey M. Bern, P.C.
        1760 Platt Place
        Montgomery, AL 36117

Bankruptcy Case No.: 11-30785

Chapter 11 Petition Date: March 29, 2011

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Michael A. Fritz, Sr., Esq.
                  FRITZ HUGHES & HILL, LLC
                  7020 Fain Park Drive, Suite 1
                  Montgomery, AL 36117
                  Tel: (334) 215-4422
                  Fax: (334) 215-4424
                  E-mail: bankruptcy@fritzandhughes.com

Estimated Assets: $100,001 to $500,000

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

A list of the Company's 16 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/almb11-30785.pdf

The petition was signed by Dr. Jeffrey Bern, president.


DYNEGY INC: Harrison Hunter Owns 500,000 Common Shares
------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Harrison E. Hunter, a director at Dynegy Inc.,
disclosed that he beneficially owns 500,000 shares of common stock
of the Company.

                         About Dynegy Inc.

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

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Icahn and Seneca's efforts, shareholders
thumbed down both offers.  On December 22, 2010, an affiliate of
IEP commenced a tender offer to purchase all of the outstanding
shares of Dynegy common stock for $5.50 per share in cash, or
roughly $665 million in the aggregate.

Goldman, Sachs & Co. and Greenhill & Co., LLC, are serving as
financial advisors and Sullivan & Cromwell LLP is serving as legal
counsel to Dynegy.

The Company's balance sheet at Dec. 31, 2010, showed
$10.013 billion in total assets, $7.267 billion in total
liabilities, and stockholders' equity of $2.746 billion.

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

The Company reported a net loss of $234 million on $2.323 billion
of revenues for 2010, compared with a net loss of $1.262 billion
on $2.468 billion of revenues for 2009.

                          *     *     *

As reported by the Troubled Company Reporter on Nov. 26, 2010,
Fitch Ratings downgraded the ratings of Dynegy Inc. and its
subsidiaries: Dynegy Inc. Issuer Default Rating to 'CCC' from
'B-'; Dynegy Holdings, Inc. IDR to 'CCC' from 'B-'; Secured bank
credit facilities and notes to 'B+/RR1' from BB-/RR1; Senior
unsecured to 'CCC/RR4' from 'B/RR3'; and Dynegy Capital Trust I
preferred to 'C/RR6' from 'CCC/RR6'.  The downgrade reflects
Fitch's belief that the rejection of The Blackstone Group's bid to
acquire Dynegy for $5/share will likely lead to another
transaction and capital restructuring by Dynegy's management as
activist stockholders seek to maximize shareholder values.  The
downgrade also reflects the underperformance of Dynegy's merchant
generation operations.

In October 2010, Moody's Investors Service lowered the ratings of
Dynegy Holdings, including its Corporate Family Rating, to 'Caa1'
from 'B3' along with the ratings of various affiliates or parent
company Dynegy Inc.  The rating action followed the expiration of
the 40-day "go shop" period, according to Moody's, increasing the
probability that Dynegy will be acquired by an affiliate of The
Blackstone Group L.P..  Moody's said Dynegy's financial profile is
expected to be quite fragile, particularly during 2011 and 2012,
when the company is projected to generate both negative operating
cash flow and negative free cash flow due to weak operating
margins and the required funding of their capital investment
programs.  To the extent that the transactions with Blackstone and
NRG are not completed, Moody's said downward rating pressure at
DHI and Dynegy will continue to exist given the weak financial
prospects for the company over the next few years coupled with the
liquidity concerns.

In December 2010, Moody's said its ratings and negative rating
outlook for Dynegy, Inc., and its subsidiary, Dynegy Holdings
(Caa1 Corporate Family Rating) will remain unchanged following
announcement of the Icahn deal.


DYNEGY INC: Seneca, In Talks, Won't Pursue Consent Solicitation
---------------------------------------------------------------
Seneca Capital Investments, L.P., intends to continue to engage in
discussions with members of Dynegy Inc.'s Board of Directors and
management concerning efforts to maximize shareholder value,
including as to Dynegy's capitalization, operations, management
and the composition of Dynegy's Board of Directors.  Seneca
Capital may also engage in discussions with Dynegy stockholders
and others concerning these matters.  Following recent
announcements by Dynegy concerning changes in its leadership,
Seneca Capital does not intend to proceed with its consent
solicitation in its current form but reserves all rights to pursue
a consent solicitation, make stockholder proposals or nominate
candidates for the Dynegy Board in the future.

Seneca Capital and its affiliates beneficially own 11,226,500
shares of common stock of the Company representing 9.3% of the
shares outstanding.  There were 121,209,325 shares outstanding as
of March 3, 2011.  All of Dynegy Holdings Inc.'s outstanding
common stock is owned indirectly by Dynegy Inc.

                         About Dynegy Inc.

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

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Icahn and Seneca's efforts, shareholders
thumbed down both offers.  On December 22, 2010, an affiliate of
IEP commenced a tender offer to purchase all of the outstanding
shares of Dynegy common stock for $5.50 per share in cash, or
roughly $665 million in the aggregate.

Goldman, Sachs & Co. and Greenhill & Co., LLC, are serving as
financial advisors and Sullivan & Cromwell LLP is serving as legal
counsel to Dynegy.

The Company's balance sheet at Dec. 31, 2010, showed
$10.013 billion in total assets, $7.267 billion in total
liabilities, and stockholders' equity of $2.746 billion.

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

The Company reported a net loss of $234 million on $2.323 billion
of revenues for 2010, compared with a net loss of $1.262 billion
on $2.468 billion of revenues for 2009.

                          *     *     *

As reported by the Troubled Company Reporter on Nov. 26, 2010,
Fitch Ratings downgraded the ratings of Dynegy Inc. and its
subsidiaries: Dynegy Inc. Issuer Default Rating to 'CCC' from
'B-'; Dynegy Holdings, Inc. IDR to 'CCC' from 'B-'; Secured bank
credit facilities and notes to 'B+/RR1' from BB-/RR1; Senior
unsecured to 'CCC/RR4' from 'B/RR3'; and Dynegy Capital Trust I
preferred to 'C/RR6' from 'CCC/RR6'.  The downgrade reflects
Fitch's belief that the rejection of The Blackstone Group's bid to
acquire Dynegy for $5/share will likely lead to another
transaction and capital restructuring by Dynegy's management as
activist stockholders seek to maximize shareholder values.  The
downgrade also reflects the underperformance of Dynegy's merchant
generation operations.

In October 2010, Moody's Investors Service lowered the ratings of
Dynegy Holdings, including its Corporate Family Rating, to 'Caa1'
from 'B3' along with the ratings of various affiliates or parent
company Dynegy Inc.  The rating action followed the expiration of
the 40-day "go shop" period, according to Moody's, increasing the
probability that Dynegy will be acquired by an affiliate of The
Blackstone Group L.P..  Moody's said Dynegy's financial profile is
expected to be quite fragile, particularly during 2011 and 2012,
when the company is projected to generate both negative operating
cash flow and negative free cash flow due to weak operating
margins and the required funding of their capital investment
programs.  To the extent that the transactions with Blackstone and
NRG are not completed, Moody's said downward rating pressure at
DHI and Dynegy will continue to exist given the weak financial
prospects for the company over the next few years coupled with the
liquidity concerns.

In December 2010, Moody's said its ratings and negative rating
outlook for Dynegy, Inc., and its subsidiary, Dynegy Holdings
(Caa1 Corporate Family Rating) will remain unchanged following
announcement of the Icahn deal.


EAGLE INDUSTRIES: Plan Filing Period Extended to May 23
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky has
extended Debtors Eagle Industries, LLC, and Eagle Transportation,
LLC's exclusive periods to file a plan of reorganization to
May 23, 2011, and June 22, 2011, respectively.

                      About Eagle Industries

Bowling Green, Kentucky-based Eagle Industries LLC filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Ky. Case No. 10-
11636) on Oct. 27, 2010.  David M. Cantor, Esq., at Seiller
Waterman LLC, represents the Debtor.  The Debtor estimated assets
and debts at $10 million to $50 million.

David M. Cantor, Esq., at Seiller Waterman LLC, in Louisville,
Ky., George E. Strickler, Jr., Esq., who has an office in Bowling
Green, Ky., and Tyler Yeager, Esq., who has an office in
Louisville, Ky., represent the Debtors as counsel.  Peter M.
Gannott, Esq., at Alber Crafton, P.S.C., in Louisville, Ky.,
represents the official unsecured creditors' committee.


EASTMAN KODAK: To Hold Annual Meeting of Stockholders on May 11
---------------------------------------------------------------
Eastman Kodak Company filed with the U.S. Securities and Exchange
Commission a definitive proxy statement on Schedule 14A notifying
that it will hold an Annual Meeting of Shareholders on Wednesday,
May 11, 2011 at 9:00 a.m., Pacific Time, at The Hilton Garden Inn,
6450 Carlsbad Rd., Carlsbad, California.  The following will be
voted on at the Annual Meeting:

   1. Election of 14 directors named in the Proxy Statement for a
      term of one year or until their successors are duly elected
      and qualified.

   2. Ratification of the Audit Committee's selection of
      PricewaterhouseCoopers LLP as the Company's independent
      registered public accounting firm.

   3. Advisory vote on the compensation of the Company's Named
      Executive Officers.

   4. Advisory vote on the frequency of the advisory vote on the
      compensation of the Company's Named Executive Officers.

   5. Such other business as may properly come before the meeting
      or any adjournment thereof.

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

                        http://is.gd/Uh6Q7D

                        About Eastman Kodak

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

As of Dec. 31, 2010, the Company's balance sheet showed
$6.84 billion in total assets, $7.34 billion in total liabilities
and a $498 million deficit.

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

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

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


ELEPHANT TALK: CEO Outlines Telecom Expansion Plans
---------------------------------------------------
Elephant Talk Communications, Inc., announced that Steven van der
Velden, CEO was interviewed by CEOCFO, a weekly print and online
publication that focuses on publicly traded companies.  The
interview is available at http://is.gd/NLjqgl

In a comprehensive interview, Mr. van der Velden presented
Elephant Talk's focused business model, which enables companies
and governments to forge a close bond with their customers or
constituents by setting up mobile virtual networks on a software-
as-a-service (SaaS ) basis, without incurring their own costly and
complex IT infrastructure. Elephant Talk plans to expand to up to
40 countries, Mr. van der Velden said.  Mr. van der Velden also
discussed plans for Elephant Talk's subsidiary, ValidSoft,
(http://www.validsoft.com)which has entered into a contractual
arrangement with Visa Europe to validate consumer transactions.

"Elephant Talk wants to manage the mobile cloud on a network-
embedded basis on behalf of virtual operators," van der Velden
said, "Next to Elephant Talk's sophisticated platform, ValidSoft
will be key to secure the cloud and we believe that over the
coming years, thousands and thousands of businesses from other
industries like banks and insurance companies, supermarkets and
other fast moving consumer goods companies, and also health
maintenance, logistics and security companies as well as
governments will use the mobile cloud to better reach out to their
customer base or to their constituency.  We believe that all of
these businesses will need a strong partner to help them to manage
and navigate that mobile cloud and to keep it secure.  Therefore,
we believe that Elephant Talk will be the preferred partner to be
working in that sweet spot between the mobile operators on one
hand and all of these virtual operators from these 'new to mobile'
industries on the other hand."

                       About Elephant Talk

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

The Company's balance sheet at Sept. 30, 2010, showed
$41.68 million in total assets, $69.79 million in total
liabilities, and a stockholders' deficit of $28.10 million.
Stockholders' deficit was $14.9 million at June 30, 2010.

As reported in the Troubled Company Reporter on April 7, 2010,
BDO Seidman, LLP expressed substantial doubt about the Company's
ability to continue as a going concern, following the Company's
results for 2009.  The independent auditors noted that the Company
incurred a net loss of $17.4 million, used cash in operations of
$5.4 million and had an accumulated deficit of $62.3 million.


ENNIS COMMERCIAL: Receiver Taking Over Porteville Property
----------------------------------------------------------
Ennis Commercial Properties, LLC, and Citizens Business Bank have
stipulated to the Superior Court of California for the County of
Tulare, Visalia Division to appoint a receiver in the action
Citizens Business Bank v. Ennis Commercial Properties, LLC, Case
No. 11-241338, to take possession, custody, and control of and to
operate and maintain the 56 acres of real property in Porterville,
Calif., securing the loan that is subject of the Action.

The parties further stipulated that James M. Delhamer be appointed
as the receiver.

Citizens Business Bank is represented by:

     Michael Gerard Fletcher, Esq.
     Michael J. Gomez, Esq.
     FRANDZEL ROBINS BLOOM & CSATO, L.C.
     6500 Wilshire Boulevard, Seventeenth Floor
     Los Angeles, CA 90048-4920
     Tel: (323) 852-1000
     Fax: (323) 651-2577
     E-mail: mfletcher@frandzel.com
             mgomez@frandzel.com

          - and -

     Rene Lastreto, II, Esq.
     LANG, RICHERT & PATCH
     Post Office Box 40012
     Fresno, CA 93755-0012
     Tel: (559) 228-6700
     Fax: (559) 228-6727

                 About Ennis Commercial Properties

Porterville, California-based Ennis Commercial Properties, LLC
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Calif.
Case No. 10-12709) on March 16, 2010.  Peter L. Fear, Esq., who
has an office in Fresno, California, assists the Company in its
restructuring effort.  The Company disclosed $40,878,319 in
assets and $43,922,485 in liabilities.

An affiliate, Ennis Homes, Inc. (Case No. 09-10848) filed for
Chapter 11 on Feb. 2, 2009.  Two other affiliates also filed
for Chapter 11 in 2009.


ENVIRONMENTAL INFRASTRUCTURE: Delays Filing of Annual Report
------------------------------------------------------------
Environmetal Infrastructure Holdings Corp. informed the U.S.
Securities and Exchange Commission that it is unable to file its
Annual Report on Form 10-K for its fiscal year ended Dec. 31,
2010, by the prescribed date without unreasonable effort or
expense because the Company was unable to compile certain
information required in order to permit the Company to file a
timely and accurate report on the Company's financial condition.
The Company believes that the Annual Report will be completed
within the fifteen day extension period provided under Rule 12b-25
of the Securities Exchange Act of 1934.

                About Environmental Infrastructure

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

The Company's balance sheet at Sept. 30, 2010, showed
$1.30 million in total assets, $5.32 million in total liabilities,
and a stockholders' deficit of $4.02 million.  Stockholders'
deficit was $3.8 million at June 30, 2010.

Michael T. Studer CPA P.C., in Freeport, N.Y., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred losses for the years ended Dec. 31, 2009, and
2008, and has a deficiency in stockholders' equity at Dec. 31,
2009.  The Company reported a net loss of $7.94 million on
$3.65 million of revenue for 2009, compared with net income of
$33,952 on $6.07 million of revenue for 2008.  Stockholders'
deficit was $2.83 million at Dec. 31, 2009.


EUGENE PIPE: Continues Operations While in Chapter 11
-----------------------------------------------------
Plastics News reports that PVC pipe extruder Ridgeline Pipe
Manufacturing LLC continues to operate after filing a voluntary
petition on March 4 for Chapter 11 protection from creditor

Ilene Aleshire at The Register-Guard reports operations manager N.
Michael Stickel, said the Company filed for bankruptcy protection
as it is burdened with too much debt.  With the nationwide
meltdown of home construction, he said, companies like his that
produce PVC pipe and related products have struggled with
shrinking profit margins.

The Register-Guard relates the Company sought bankruptcy
protection in order to restructure its debt and "get back to a
normal lifestyle so we can push forward."

Ridgeline Pipe Manufacturing was founded by five former managers
at PWEagle, a PVC pipe manufacturer in Glenwood.

Eugene Pipe, LLC, doing business as Ridgeline Pipe Manufacturing,
filed a Chapter 11 bankruptcy petition (Bankr. D. Ore. Case No.
11-60920) on March 4, 2011.  Loren S. Scott, Esq., at Muhlheim
Boyd, in Eugene, Oregon, serves as counsel to the Debtor.  The
Debtor estimated assets and debts of $1,000,001 to $10,000,000 as
of the Chapter 11 filing.


FIRST DATA: Moody's Assigns 'B1' Rating to $750 Mil. Notes
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to First Data
Corporation's proposed $750 million Senior Secured First Lien
Notes due 2019.  All other ratings, including the B3 corporate
family rating, and the stable outlook remain unchanged.

                        Ratings rationale

While total debt will not change with the new $750 million of
secured notes, First Data continues to improve its debt maturity
profile with this issuance as well as the proposed extension of
its senior credit facilities.  Nonetheless, First Data will still
have over $6 billion of its total debt of $24 billion due in
September 2014.

In addition to the note issuance, First Data is in the process of
extending a portion (about $1 billion out of $1.77 billion net of
the 20% reduction in commitments) of its revolving credit facility
to 2015 (with the remaining $500 million of the revolver maturing
in September 2013), and $5.3 billion of its $12 billion term loan
to 2018.  These actions follow the December 2010 debt exchange in
which the maturities of about $6 billion of junior debt was
extended until 2021 and 2022.

The B3 CFR and stable outlook reflect Moody's expectation that
First Data will generate mid-single digit percentage revenue and
EBITDA growth during 2011, as the economy slowly recovers and the
shift of payment method to electronic cards from cash and checks
continues.  Moody's expect First Data will improve its Debt to
EBITDA and other credit metrics modestly, yet these metrics will
remain within the range of those of other companies also rated at
the B3 level.

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of annual revenues, provides commerce and payment
solutions for financial institutions, merchants, and other
organizations worldwide.


FIRST DATA: Fitch Expects to Rate $750 Mil. Notes at 'BB-/RR2'
--------------------------------------------------------------
Fitch Ratings expects to rate First Data Corp.'s offering of
$750 million in senior secured notes at 'BB-/RR2'.  Proceeds from
the offering will be used to repay a portion of the company's
senior secured term loan (also rated 'BB-/RR2') due 2014.

FDC recently reached agreements with its credit facility lenders
and loan holders to extend a significant portion of its senior
secured maturities.  This includes these:

  -- An extension of approximately $1.2 billion of the company's
     $2 billion senior secured revolving credit facility expiring
     September 2013.  The extended portion will now expire in
     September 2016 so long as the company successfully repays or
     extends the company's 2015 and 2016 note maturities so that
     maturities are $750 million or less in each year.  The
     extended credit facility commitments will also be reduced by
     20%, effectively reducing the size of the facility by
     approximately $240 million.  FDC will pay a higher rate on
     borrowings under the extended portion as the spread over
     LIBOR will increase to 400 bps (basis points) from 275
     bps.  Following the commitment reduction and reflecting
     $230 million of commitments which were provided by an
     affiliate of Lehman Brothers and are no longer available to
     be borrowed upon, total availability under the credit
     facility going forward will be approximately $1.5 billion.

  -- An extension of approximately $5 billion of the company's
     $11.9 billion in senior secured term loans due September
     2014.  The extended portion will now mature March 2018.  FDC
     will pay a higher rate on the extended portion of the loan as
     the spread rises to 400 bps from 275 bps.

  -- These maturity extensions and other proposed amendments are
     conditioned upon the company issuing at least $750 million in
     senior secured notes, proceeds of which would be used to
     repay a portion of its senior secured term loan, among other
     conditions.

Fitch believes that FDC's continued effort to extend out its
maturity schedule positively impacts its credit profile and that
these latest actions significantly reduce refinancing risk through
2014.  However, the company remains highly leveraged with total
debt to EBITDA of approximately 10.5 times (x) and with free cash
flow equivalent under 2% of total debt outstanding.  Increased
interest expense from this and prior refinancing events and
facility amendments will negatively impact cash flow coverage
metrics, albeit modestly.  Fitch believes that a positive rating
action at this juncture would require strong visibility on forward
free cash flow increasing to an amount equal to 5% to 10% of total
debt outstanding.  Fitch reduces FDC's reported free cash flow to
account for dividends paid to Bank of America for its minority
share interest in the Bank of America Merchant Services joint
venture.  These dividend payments are reported under cash flows
from financing.

Fitch continues to rate FDC:

  -- Long-term Issuer Default Rating at 'B';

  -- $2 billion senior secured revolving credit facility due 2013
     at 'BB-/RR2';

  -- $11.9 billion senior secured term loan B due 2014 at 'BB-
     /RR2';

  -- $510 million 8.875% senior secured notes due 2020 at 'BB-
     /RR2';

  -- $1 billion 8.75%/10% paid-in-kind (PIK) toggle junior secured
     notes due 2022 at 'CCC/RR6';

  -- $2 billion 8.25% junior secured notes due 2021 at 'CCC/RR6';

  -- $3 billion 12.625% senior unsecured notes due 2021 at
     'CCC/RR6'.

  -- $784 million 9.875% senior unsecured notes due 2015 at
     'CCC/RR6';

  -- $675 million 10.55% senior unsecured notes with mandatory PIK
     interest through September 2011 due 2015 at 'CCC/RR6';

  -- $2.5 billion 11.25% senior subordinated notes due 2016 at
     'CC/RR6'.

The Rating Outlook is Stable.

Total debt outstanding as of Dec. 31, 2010, was $22.7 billion and
consisted of these:

   i) $11.95 billion outstanding under a secured term loan B
      maturing September 2014;

  ii) $784 million in 9.875% senior unsecured notes maturing
      September 2015;

iii) $675 million in 10.55% notes maturing September 2015 with
      mandatory PIK interest through September 2011 and cash
      interest thereafter;

  iv) $2.5 billion of 11.25% senior subordinated notes maturing
      September 2016;

   v) $510 million in 8.875% senior secured notes due August 2020;

  vi) $2 billion 8.25% junior secured notes due 2021;

vii) $3 billion 12.625% senior unsecured notes due 2021; and

viii) $1 billion 8.75%/10% PIK Toggle junior secured notes due
      2022.

In addition, the parent company of FDC, First Data Holdings, Inc.,
has outstanding $1 billion original value senior unsecured PIK
notes due 2016.

Total liquidity as of Dec. 31, 2010, consisted of $510 million in
cash and $1.7 billion available under a $2 billion senior secured
RCF that expires September 2013.  The reduced availability under
the RCF partially reflects approximately $230 million which was
provided by an affiliate of Lehman Brothers and is no longer
available to be borrowed upon in addition to letters of credit
currently outstanding.  Approximately $127 million of cash is held
by Bank of America Merchant Services and IPS (a discontinued
business segment) and is not available for general corporate
purposes.

The Recovery Ratings for FDC reflect Fitch's recovery expectations
under a distressed scenario, as well as Fitch's expectation that
the enterprise value of FDC, and hence recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation scenario.  In deriving a
distressed enterprise value, Fitch applies a 15% discount to FDC's
estimated operating EBITDA (adjusted for equity earnings in
affiliates) of approximately $2.3 billion for the latest 12 months
ended Dec. 30, 2010, which is equivalent to Fitch's estimate of
FDC's total interest expense and maintenance capital spending.
Fitch then applies a 6x distressed EBITDA multiple, which
considers FDC's prior public trading multiple and that a stress
event would likely lead to multiple contraction.  As is standard
with Fitch's recovery analysis, the revolver is fully drawn and
cash balances fully depleted to reflect a stress event.  The 'RR2'
for FDC's secured bank facility and senior secured notes reflects
Fitch's belief that 71%-90% recovery is realistic.  The 'RR6' for
FDC's second lien, senior and subordinated notes reflect Fitch's
belief that 0%-10% recovery is realistic.  The 'CC/RR6' rating for
the subordinated notes reflects the minimal recovery prospects and
inherent subordination in a recovery scenario.


FIRST DATA: S&P Affirms Corporate Credit Rating at 'B'
------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Atlanta, Ga.-based First Data Corp.
The outlook is stable.

In addition, S&P assigned a 'B+' issue rating (one notch higher
than the corporate credit rating) with a '2' recovery rating to
First Data's proposed $750 million senior secured notes due 2019.
The '2' recovery rating indicates S&P's expectation that lenders
would receive substantial (70%-90%) recovery in the event of a
payment default.  The company intends to use the proceeds of the
notes to repay a portion of the senior secured term loan.

"The ratings reflect First Data's highly leveraged capital
structure, weak credit protection measures, and modest free cash
flow generation," said Standard & Poor's credit analyst Martha
Toll-Reed.  Nevertheless, with annual reported revenues in excess
of $10 billion, First Data retains a strong business profile,
reflecting what S&P believes is a leading presence in credit card
and merchant processing services, with high barriers to entry,
significant recurring revenues, and a broad customer base.


FIRST DATA: Moody's Assigns 'B1' Rating to $750 Mil. Notes
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to First Data
Corporation's proposed $750 million Senior Secured First Lien
Notes due 2019.  All other ratings, including the B3 corporate
family rating, and the stable outlook remain unchanged.

                        Ratings rationale

While total debt will not change with the new $750 million of
secured notes, First Data continues to improve its debt maturity
profile with this issuance as well as the proposed extension of
its senior credit facilities.  Nonetheless, First Data will still
have over $6 billion of its total debt of $24 billion due in
September 2014.

In addition to the note issuance, First Data is in the process of
extending a portion (about $1 billion out of $1.77 billion net of
the 20% reduction in commitments) of its revolving credit facility
to 2015 (with the remaining $500 million of the revolver maturing
in September 2013), and $5.3 billion of its $12 billion term loan
to 2018.  These actions follow the December 2010 debt exchange in
which the maturities of about $6 billion of junior debt was
extended until 2021 and 2022.

The B3 CFR and stable outlook reflect Moody's expectation that
First Data will generate mid-single digit percentage revenue and
EBITDA growth during 2011, as the economy slowly recovers and the
shift of payment method to electronic cards from cash and checks
continues.  Moody's expect First Data will improve its Debt to
EBITDA and other credit metrics modestly, yet these metrics will
remain within the range of those of other companies also rated at
the B3 level.

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of annual revenues, provides commerce and payment
solutions for financial institutions, merchants, and other
organizations worldwide.


FIVE HOUSTON: LB-RPR Reo Wants Involuntary Ch. 11 Case Dismissed
----------------------------------------------------------------
LB-RPR REO Holdings, LLC, has filed with the U.S. Bankruptcy Court
for the Southern District of Texas an emergency motion for the
dismissal of the involuntary Chapter 11 proceeding filed by
creditor CGT Construction against Debtor Five Houston Cornerstone,
Ltd.

LB-RPR is the Debtor's major secured creditor, with a lien on the
Debtor's apartment complex and an assignment of rents.  LB-RPR
also has a lien on the proceeds of Debtor's insurance policies.
LB-RPR alleges that as of Feb. 18, 2011, Debtor was obligated to
it for the principal balance of about $6.3 million.

LB-RPR tells the Court that the case should be dismissed because
there is no point in having a Chapter 11 reorganization.
LB-RPR presents these arguments:

  -- The apartment complex has been in disrepair and not at full
     utilization since Hurricane Ike in September 2008.

  -- There is no equity in the Debtor's assets to cover even the
     movant's first lien, much less the junior liens or any
     administrative expense or other unsecured claims.

  -- The petitioning creditor filed this involuntary chapter 11
     case because it contends that it is entitled to proceeds from
     the Debtor's Hurricane Ike insurance policy, but a Chapter 11
     reorganization is not required to resolve that issue.

According to LB-RPR, CGT filed the involuntary Chapter 11 petition
on the same day that the property was set for foreclosure.  The
reason given by the petitioning creditor was it sought to claim an
interest in the insurance claims or proceeds.  However, LB-RPR
holds a prior lien on those insurance proceeds, and disputes the
petitioning creditor's position.

Based on the allegations, the Court ordered Five Houston to show
cause why:

  1. If relief is granted, a trustee should not be appointed; or

  2. Whether or not relief is granted, this case should not be
     dismissed.

The show cause hearing will occur simultaneously with the hearing
on whether involuntary relief should be granted, which is
scheduled for April 5, 2011 at 9:30 a.m.

                        About Five Houston

CGT Construction filed an involuntary Chapter 11 petition against
Houston, Tex.-based Five Houston Cornerstone, Ltd. (Bankr. S.D.
Tex. Case No. 11-31984) on March 1, 2011.  Petitioner claims it is
owed $593,424.

The Debtor owns the Cornerstone Chase Apartments at 9550 Long
Point Road in Northwest Harris County, which includes a 228 unit
apartment complex.  Debtor represents itself in the case.

Matthew Hoffman, Esq., at the Law Offices of Matthew Hoffman,
p.c., in Houston, represents the petitioning creditor.


FPD LLC: Hearing on Sale of WF Collateral Continued to May 23
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
continued to May 23, 2011, at 3:00 p.m. the hearing on the sale,
to the highest and best bidders, of FPD, LLC, and certain of its
affiliates' real properties subject to the liens of Wells Fargo
Bank, N.A., successor by merger to Wachovia Bank, N.A.  The Wells
Fargo Collateral consists of the Debtor and certain of its
affiliates' residential unit properties, finished building lots
and raw land not already sold and settled.

The hearing on the motion had been previously scheduled for
April 25, 2011.

On March 16, 2011, the Court approved the sale procedures for the
sale of the Wells Fargo Collateral.  The auctions are currently
scheduled to take place on May 18, 2011, in North Carolina and
May 19, 2011. in Maryland at times and places to be determined and
designated by the Debtors in writing.

As of the Petition Date, the aggregate amount owed to Wells Fargo
was not less than $27,839,288, together with all interest, costs,
fees, expenses (including attorneys' fees and legal expenses) and
accrued charges.

Prince Frederick, Maryland-based FPD, LLC, is a land development
company formed to acquire and develop property in Calvert County,
Maryland.  FPD owns a community known as Oaktree Landing in Prince
Frederick, Maryland.  The Debtor filed for Chapter 11 bankruptcy
protection (Bankr. D. Md. Case No. 10-30424) on Sept. 3, 2010.  G.
David Dean, II, Esq., Gary H. Leibowitz, Esq., and Irving Edward
Walker, Esq., at Cole Schotz Meisel Forman & Leonard P.A., in
Baltimore, assist the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $1 million to
$10 million.

Alan M. Grochal, Esq., Christopher David Heagy, Esq., Maria Ellena
Chavez-Ruark, Esq., and Stephen M. Goldberg, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, represent the official committee of
unsecured creditors.

Affiliates Acorn Land, LLC (Bankr. D. Md. Case No. 10-30437),
Breezewood Homes, LLC (Bankr. D. Md. Case No. 10-30441), First
Development Group, LLC (Bankr. D. Md. Case No. 10-30443), MD
Homes, LLC (Bankr. D. Md. Case No. 10-30444), NC Homes, LLC
(Bankr. D. Md. Case No. 10-30445), and Tidewater Land, LLC (Bankr.
D. Md. Case No. 10-30446) filed separate Chapter 11 petitions in
September 2010.

Acorn Land, Breezewood Homes, and MD Homes estimated their assets
and debts at $1 million to $10 million each.  First Development
estimated its assets and debts at $10 million to $50 million.

The Debtors' bankruptcy cases are jointly administered.

As reported in the TCR on Feb. 9, 2011, the Hon. Paul Mannes of
the U.S. Bankruptcy Court for the District of Maryland extended
FPD, LLC, et al.'s exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan until April 4, 2011,
and May 31, respectively.


FPD LLC: Can Employ Sheldon Good as Broker and Auctioneer
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has granted
FPD, LLC, et al., permission to employ Sheldon Good & Company as
broker and autioneer to conduct the sale of real properties
subject to the liens of Wells Fargo Bank.

The Bankruptcy Court is satisfied that Sheldon Good neither holds
nor represents any interest adverse to the Debtors' estates; and
that Sheldon Good is a "disinterested person," as that term is
defined in section 101(14) of the Bankruptcy Code.

Prince Frederick, Maryland-based FPD, LLC, is a land development
company formed to acquire and develop property in Calvert County,
Maryland.  FPD owns a community known as Oaktree Landing in Prince
Frederick, Maryland.  The Debtor filed for Chapter 11 bankruptcy
protection on Sept. 3, 2010 (Bankr. D. Md. Case No. 10-30424).  G.
David Dean, II, Esq., Gary H. Leibowitz, Esq., and Irving Edward
Walker, Esq., at Cole Schotz Meisel Forman & Leonard P.A., in
Baltimore, assist the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $1 million to
$10 million.

Alan M. Grochal, Esq., Christopher David Heagy, Esq., Maria Ellena
Chavez-Ruark, Esq., and Stephen M. Goldberg, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, represent the official committee of
unsecured creditors.

Affiliates Acorn Land, LLC (Bankr. D. Md. Case No. 10-30437),
Breezewood Homes, LLC (Bankr. D. Md. Case No. 10-30441), First
Development Group, LLC (Bankr. D. Md. Case No. 10-30443), MD
Homes, LLC (Bankr. D. Md. Case No. 10-30444), NC Homes, LLC
(Bankr. D. Md. Case No. 10-30445), and Tidewater Land, LLC (Bankr.
D. Md. Case No. 10-30446) filed separate Chapter 11 petitions in
September 2010.

Acorn Land, Breezewood Homes, and MD Homes estimated their assets
and debts at $1 million to $10 million each.  First Development
estimated its assets and debts at $10 million to $50 million.

The Debtors' bankruptcy cases are jointly administered.

As reported in the TCR on Feb. 9, 2011, the Hon. Paul Mannes of
the U.S. Bankruptcy Court for the District of Maryland extended
FPD, LLC, et al.'s exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan until April 4, 2011,
and May 31, respectively.


FPD LLC: Use of Wells Fargo Cash Collateral Extended to April 30
----------------------------------------------------------------
On March 25, 2011, pursuant to the final order authorizing the
Debtors' use of cash collateral of Wells Fargo, entered Nov. 19,
2010, Wells Fargo Bank, National Association and FPD, LLC, et al.,
served notice that they have agreed to extend the "Usage Period"
and "Termination Date", as defined in the Final Wells Fargo Cash
Collateral Order, from March 31, 2011, to April 30, 2011.

According to the Debtors, this extension will enable them to
complete the Court approved process for the sale of the properties
of the Debtors' estates subject to Wells Fargo's liens.

As reported in the TCR on Sept. 17, 2010, the aggregate principal
amount outstanding owed to Wells Fargo under the existing loan
documents is at least $27,109,273.80, together with interest
costs, fees, expenses, and other charges accrued, accruing or
chargeable.

Prince Frederick, Maryland-based FPD, LLC, is a land development
company formed to acquire and develop property in Calvert County,
Maryland.  FPD owns a community known as Oaktree Landing in Prince
Frederick, Maryland.  The Debtor filed for Chapter 11 bankruptcy
protection (Bankr. D. Md. Case No. 10-30424) on Sept. 3, 2010.  G.
David Dean, II, Esq., Gary H. Leibowitz, Esq., and Irving Edward
Walker, Esq., at Cole Schotz Meisel Forman & Leonard P.A., in
Baltimore, assist the Debtor in its restructuring effort.  The
Debtor estimated its assets and debts at $1 million to
$10 million.

Alan M. Grochal, Esq., Christopher David Heagy, Esq., Maria Ellena
Chavez-Ruark, Esq., and Stephen M. Goldberg, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, represent the official committee of
unsecured creditors.

Affiliates Acorn Land, LLC (Bankr. D. Md. Case No. 10-30437),
Breezewood Homes, LLC (Bankr. D. Md. Case No. 10-30441), First
Development Group, LLC (Bankr. D. Md. Case No. 10-30443), MD
Homes, LLC (Bankr. D. Md. Case No. 10-30444), NC Homes, LLC
(Bankr. D. Md. Case No. 10-30445), and Tidewater Land, LLC (Bankr.
D. Md. Case No. 10-30446) filed separate Chapter 11 petitions in
September 2010.

Acorn Land, Breezewood Homes, and MD Homes estimated their assets
and debts at $1 million to $10 million each.  First Development
estimated its assets and debts at $10 million to $50 million.

The Debtors' bankruptcy cases are jointly administered.

As reported in the TCR on Feb. 9, 2011, the Hon. Paul Mannes of
the U.S. Bankruptcy Court for the District of Maryland extended
FPD, LLC, et al.'s exclusive periods to file and solicit
acceptances for the proposed chapter 11 plan until April 4, 2011,
and May 31, respectively.


FRONTEER GOLD: Securityholders OK Plan of Arrangement with Newmont
------------------------------------------------------------------
Fronteer Gold Inc. said that an overwhelming majority of Fronteer
Gold securityholders who voted Thursday at Fronteer's Special
Meeting of Shareholders have voted to approve the plan of
arrangement pursuant to which Newmont Mining Corporation will
acquire all the issued and outstanding common shares of Fronteer
Gold.  Over 99.7% of the securities voted at the Meeting were
voted in favor of the special resolution approving the
Arrangement.

Under the Arrangement, shareholders of Fronteer Gold will receive
CDN$14.00 in cash and one common share of a new company, which
will own certain exploration assets of Fronteer Gold, for each
common share of Fronteer Gold.  On completion of the Arrangement,
former Fronteer Gold securityholders will hold approximately 80.1%
of the pro forma outstanding shares of Pilot Gold, on a fully-
diluted basis and the remaining 19.9% of the Pilot Gold shares
will be held indirectly by Newmont.  At the Meeting, Fronteer Gold
shareholders also voted approximately 98.5% in favour of adopting
the Pilot Gold stock option plan.

The Toronto Stock Exchange has conditionally approved the listing
of the Pilot Gold shares on a date to be determined following
completion of the Arrangement subject to satisfying the
requirements of the TSX.

Fronteer Gold's application to the Ontario Superior Court of
Justice to obtain the final court order approving the Arrangement
is scheduled for April 1, 2011.  Assuming court approval is
obtained and that all other conditions to the Arrangement are
satisfied or waived, the Arrangement is expected to become
effective on or about April 6, 2011.

Fronteer Gold Inc., formerly Fronteer Development Group Inc.,
(TSE:FRG) -- http://www.fronteergroup.com--  is principally
engaged in the acquisition, exploration and development of mineral
properties or interests.  The Company's principal exploration
properties are located in Nevada, Biga region of northwestern
Turkey, and it holds additional properties in California.  It also
has exposure to uranium projects in Newfoundland and Labrador,
Canada, including the Michelin uranium deposit, the Jacques Lake
deposit and four other deposits, known as the Gear, Nash, Inda and
Rainbow deposits. On December 31, 2009, the Company sold 100% of
its interest in Fronteer Eurasia Madencilik Anonim Sirketi
(Fronteer Eurasia) to Alamos Gold Inc.  In January 2010, the
Company sold two gold projects in Turkey.  In April 2010, Fronteer
Development Group Inc. acquired Nevada Eagle Resources LLC, a
wholly owned subsidiary of Gryphon Gold Corp.


GENERAL GROWTH: Parties Resolve Moelis Claim
--------------------------------------------
Reorganized General Growth Properties and Moelis & Company LLC
jointly ask the U.S. Bankruptcy Court for the Southern District of
New York to approve a stipulation resolving Moelis's fees and
expenses totaling $9,525,000 in connection with its retention by
Wilmington Trust FSB as indenture trustee under the 3.98%
Exchangeables Senior Notes.

The salient terms of the Parties' Stipulation are:

(1) Immediately upon Court approval of the Parties' Stipulation,
   Wilmington Trust will:

   (a) remit directly to Moelis the sum of: (i) $5,250,000 from
       the funds currently held by Wilmington Trust in the GGP
       Escrow -- Plan Debtors' Moelis Payment and (ii)
       $2,500,000 from the funds currently held by Wilmington
       Trust in the Note Holders' Reserve -- Note Holders'
       Moelis Payment.

       GGP Escrow refers to (i) the undisputed fees asserted by
       Baker & Hostetler, Foley & Lardner LLP, and Wilmington
       Trust, (ii) the original disputed fees, and (ii) an
       additional reserve of $2,315,250 remitted to Wilmington
       Trust by the Plan Debtors.

   (b) remit directly to Davis Polk & Wardwell LLP, counsel to
       certain holders of Exchangeable Notes Claims, an amount
       up to $300,000 from the funds currently held by
       Wilmington Trust in the GGP Escrow with respect to the
       reasonable and documented fees and expenses incurred by
       Davis Polk in connection with the matters resolved in the
       Interim Wilmington Trust Order and in the Parties'
       Stipulation;

   (c) transfer to the GGP Escrow $150,000 from the funds in the
       Note Holders' Reserve;

   (d) return to General Growth from the GGP Escrow, $5,258,203,
       plus interest, if any, accrued on all amounts contained
       in the GGP Escrow;

   (e) distribute to the holders of Exchangeable Notes Claims
       from whom cash distributions were withheld, ratably, an
       amount equal to the Note Holders' Reserve less (i) the
       amount of $8,165,230 that the Bankruptcy Court has
       ordered Wilmington Trust to release from the Note
       Holders' Reserve pursuant to the Interim Wilmington Trust
       Order, (ii) the amount of the Note Holders' Moelis
       Payment, and (iii) the amount of the Note Holders'
       Transfer to the GGP Escrow; which Note Holders'
       Distribution will be no less than $5,027,723.

(2) Receipt by Moelis of the Moelis Settlement Payment will
   constitute full and final satisfaction of the Moelis Claim,
   and:

   (a) Moelis waives and releases any and all claims against all
       parties arising under an engagement letter dated
       September 1, 2009, the Moelis Claim, or a civil action
       commenced by Moelis against Wilmington Trust in the
       Supreme Court for the State of New York, including, but
       not limited to any claim for the difference between the
       amount of the Moelis Claim and the amount of the Moelis
       Settlement Payment;

   (b) Moelis will not be entitled to assert any claim as
       against the funds contained in a Post-Effective Date
       Escrow; and

   (c) on the Effective Date, Wilmington Trust and all current
       and former holders of Exchangeable Notes Claims will not
       be entitled to assert a claim against Moelis in
       connection with the Moelis Engagement Letter.

(3) Moelis will promptly seek dismissal of the Moelis Action with
   prejudice pursuant to the Parties' Stipulation.

(4) Following the release from the GGP Escrow of the Plan
   Debtors' Moelis Payment and the Plan Debtors' DPW Payment
   and, following the consummation of the Note Holders'
   Transfer, Wilmington Trust will continue to hold in the GGP
   Escrow $4,000,000 -- the Post-Effective Date Escrow,
   comprised of (a) $150,000 transferred from the Note Holders'
   Reserve, and (b) $3,850,000 already held by Wilmington Trust
   in the GGP Escrow, constituting the Disputed Fees relating to
   Brown Rudnick LLP and Foley, plus an additional cushion for
   ordinary course indenture trustee fees pending resolution of
   the remaining fee disputes with Brown Rudnick and Foley.

(4) To be clear, following resolution of such remaining fee
   disputes or upon order of the Bankruptcy Court, any amounts
   remaining in the Post Effective Date Escrow will be promptly
   returned to GGP, Inc.

(5) The Bankruptcy Court will retain jurisdiction to decide and
   determine all matters concerning any remaining fee disputes
   between Wilmington Trust and GGP, including any remaining fee
   claims of Brown Rudnick or Foley and, thus, any disposition
   of the amounts held by Wilmington Trust in the Post-Effective
   Date Escrow.

(6) Upon the occurrence of the Bankruptcy Court approval of the
   Parties' Stipulation:

   (a) the sole source of recovery from GGP on account of the
       Disputed Fees with respect to Brown Rudnick and Foley
       will be limited to the amounts contained in the Post-
       Effective Date Escrow;

   (b) Wilmington Trust's charging lien pursuant to the Plan and
       the Exchangeables Indenture, and other applicable
       provisions, will apply only to the amounts contained in
       the Post-Effective Date Escrow, for appropriate
       disposition pursuant to further Bankruptcy Court order,
       including possible payment of any reasonable fees,
       expenses, costs and any other liabilities payable from
       distributions pursuant to the Plan, the Exchangeables
       Indenture or otherwise; and

   (c) notwithstanding the Interim Wilmington Trust Order, any
       Charging Lien on any amount exceeding the $4,000,000 that
       will be contained in the Post-Effective Date Escrow will
       be deemed discharged, without the need of any further
       action by any party.

                      About General Growth

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

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

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

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

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


GENERAL GROWTH: Moelis' Motion to Remand Suit Denied
----------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York denied Moelis & Company LLC's
motion to remand or abstain in an adversary proceeding against
Wilmington Trust FSB.

Wilmington Trust is indenture trustee of the 3.98% Exchangeable
Senior Notes due 2027 issued by GGP Limited Partnership.  At the
direction of a consortium of holders of the Notes, Wilmington
hired Moelis to serve as its financial advisor in connection with
the Reorganized Debtors' Chapter 11 cases.  In an engagement
letter among Wilmington Trust, Brown Rudnick LLP, as counsel and
the Consortium, the indenture trustee has agreed to pay Moelis a
$9 million restructuring fee plus its expenses, including
completion of a qualifying restructuring of the Notes.

Under the Reorganized Debtors' Third Amended Joint Plan of
Reorganization, which became effective on November 9, 2010, the
Debtors distributed certain monies to Wilmington Trust to cure
all defaults under the Notes and pay damages.  Moelis asserts
that receipt of the Note Proceeds by Wilmington Trust triggered
the firm's immediate right to payment by WTC of its entire
restructuring fee and expenses.

To enforce its alleged right to the $9 million fee plus expenses,
Moelis commenced a civil action in the New York State Supreme
Court captioned Moelis & Company LLC v. Wilmington Trust FSB.
Wilmington Trust then filed a notice of removal alleging that the
State Court Action arises in and is related to the Chapter 11
cases pending in the Bankruptcy Court.  The civil action is
pending before the Bankruptcy Court as an adversary proceeding.

In its Motion to Remand or Abstain, Moelis contended that the
State Court Action concerns only the relative rights of non-
debtors and is a simple, state-law claim for breach of contract
that has no bearing on the Reorganized Debtors' Chapter 11 cases
because the Plan has been consummated and the Reorganized Debtors
have distributed the Note Proceeds.

In response to Moelis's Motion, WTC asserted that the Motion to
Remand "wholly ignores the close and inextricable nexus between
Moelis's claim for fees and expense and the Chapter 11 cases.

Judge Gropper found that it has jurisdiction and that neither
abstention nor remand is warranted.

Judge Gropper opined that this case is not a simple, State law
contractual dispute involving only non-debtor parties where
"[n]othing about the case will affect any bankruptcy proceedings
before the Court."  In contrast, the State Court Action is a
proceeding falling within the Bankruptcy Court's core
jurisdiction because it implicates the "enforcement or
construction of a bankruptcy court order," in this case the
confirmation order, Judge Gropper determined.

Judge Gropper stated that the relief that Moelis seeks in the
State Court Action has already had the effect of interfering with
distributions under the Plan, as WTC has withheld $15,842,953 in
proceeds due the Noteholders to protect itself from the
possibility of liability to Moelis, Brown Rudnick and related
liabilities under the Engagement Letter.  Against this backdrop,
the dispute requires the interpretation of the Plan, and the
Court has jurisdiction to decide it, Judge Gropper held.

Proceedings before the Bankruptcy Court are already pending to
determine Moelis' reasonable fees, and under the circumstances
the Bankruptcy Court should also determine whether Moelis'
unreasonable fees can also be charged against the Noteholders'
Plan distribution, Judge Gropper determined.

A full-text copy of the Order entered February 25, 2011 is
available for free at http://ResearchArchives.com/t/s?7575

                      About General Growth

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

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

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

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

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


GENERAL GROWTH: Seeks Liquidation of $319.0-Mil. of Claims
----------------------------------------------------------
Pursuant to their Third Amended Joint Plan of Reorganization,
Reorganized General Growth Properties filed with the Bankruptcy
Court a notice on holders of 55 disputed claims totaling
$319,953,710, advising those holders of the Reorganized Debtors'
intent to seek a determination and liquidation of those disputed
claims in the administrative or judicial tribunal in which those
disputed claims were pending on October 21, 2010, or in any
administrative or judicial tribunal of appropriate jurisdiction.
A schedule of the Disputed Claims is available for free at:

    http://bankrupt.com/misc/ggp_Mar17DisputedClaims.pdf

                      About General Growth

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

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

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

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

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


GENERAL MOTORS: Old GM Chapter 11 Plan Consummated
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Second Amended Joint Chapter 11
Plan of Motors Liquidation Company (f/k/a General Motors
Corporation) and certain of its direct and indirect subsidiaries
on March 29, 2011, and on March 31, 2011, all the conditions to
the effectiveness of the Plan were met or waived making the Plan
effective.  MLC's chapter 11 case is one of the largest and most
complex bankruptcy cases in U.S. history and the effectiveness of
the Plan paves the way for the implementation of a unique trust
structure that will continue environmental remediation, claims
resolution and stock distribution to unsecured creditors.

MLC of Harlem, Inc. (f/k/a Chevrolet-Saturn of Harlem, Inc.),
MLCS, LLC (f/k/a Saturn, LLC), MLCS Distribution Corporation
(f/k/a Saturn Distribution Corporation), Remediation and Liability
Management Company, Inc., and Environmental Corporate Remediation
Company, Inc. (collectively with MLC, the "Debtors") are also
included in the confirmation ruling.

"Consummation of the plan is a testament to the fact that creative
approaches to old challenges coupled with a dedicated team working
closely with federal and local governments, regulatory bodies,
communities and creditors, can create unique solutions in a
relatively short period of time," said Al Koch, CEO of MLC.  "This
marks the historic completion to an incredibly complex bankruptcy
and I believe history will regard this case as the benchmark for
large industrial bankruptcies in the future, especially when it
comes to environmental remediation, asset liquidation and claims
resolution."

The plan creates four trusts and, one, the GUC Trust, will be
responsible for resolving the outstanding claims of the Debtors'
unsecured creditors and distributing the General Motors Company
outstanding common stock and warrants owned by MLC to those
unsecured creditors whose claims are allowed. MLC presently owns
10% of General Motors' common stock, plus warrants that are
exercisable for a further 15% of General Motors' common stock on a
fully diluted basis. MLC's interest includes 150 million shares of
common stock, a warrant to acquire 136.4 million shares at
$10/share and a warrant to acquire 136.4 million shares at
$18.33/share.

Claims resolution was a key focus for MLC.  MLC successfully
negotiated the resolution of nearly 85 percent of the $275 billion
in claims that were filed against the company since it filed for
bankruptcy in June 2009.  MLC leveraged unique technological
solutions provided by AlixPartners LLP in order to manage the
treatment of more than 750,000 contracts, and the analysis of more
than 70,000 claims.  This Web-enabled collaboration considerably
enhanced the efficiency and effectiveness of the process. This was
combined with extensive and collaborative negotiations for claims
at numerous federal and state EPA Superfund sites.

Additionally, the Environmental Response Trust, or "ERT," crafted
by MLC in conjunction with federal, state and local regulators,
provides $536 million (subject to certain adjustments) for the
continuing environmental remediation of remaining properties, for
as long as 100 years in some cases. The ERT's assets will consist
of cash, remaining unsold real properties, and the equipment that
is located at those properties.

"The ERT is a unique structure as compared to the traditional
large environmental bankruptcy in that it provides an overall
'national' remediation solution backed by significant funds, while
also providing a strong voice to the states involved in the
process," said Ted Stenger, executive vice president of MLC. "It
is nearly impossible to redevelop such properties for productive,
job-creating purposes unless environmental remediation is complete
or the buyer can be assured the funding exists. The Plan provides
this assurance and has contributed to the sale or agreement to
sell more than a dozen MLC properties."

MLC anticipates that the majority of the environmental remediation
contemplated in the ERT should be completed or well underway
within five years, and that the ERT will have adequate funding to
bring facilities to regulatory closure.

A third trust will handle both present and future asbestos-related
claims against the Debtors, while a fourth trust will deal with
certain litigation-related claims of the Debtors.

An additional significant accomplishment has been the aggressive
real estate sales during the bankruptcy process. Although
environmental remediation has been a need at many of the sites
under MLC's control, MLC's asset-sales team, working closely with
federal and state governments and local communities, has been able
to recently sell or secure sales agreements for 11 properties
including:

   -- Pittsburgh Stamping

   -- Moraine (Ohio) Assembly

   -- Grand Rapids (Mich.) Stamping

   -- Parma (Ohio) complex and land

   -- Pontiac (Mich.) Assembly

   -- Pontiac Centerpoint Central

   -- Pontiac Centerpoint West

   -- Pontiac Site 15

   -- Pontiac Site 17

   -- Pontiac Site 25

   -- Pontiac building

These new sales are in addition to previously announced sales at
facilities such as:

   -- Wilmington (Del.) Assembly, sold to Fisker Automotive Inc.
      for the production of hybrid electric cars.

   -- Pontiac (Mich.) Centerpoint Campus, sold to Raleigh Studios
      Inc. for the creation of a movie studio supporting
      Michigan's film industry.

   -- Strasbourg (France) Powertrain, sold to General Motors and
      saving approximately 1,200 jobs.

                       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.

At Sept. 30, 2010, GM had US$137.238 billion in total assets,
US$106.522 billion in total liabilities, US$6.998 billion in
preferred stock, US$971 million in non-controlling interest, and
US$23.718 billion in total equity.

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 has 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.


GENERAL MOTORS: S&P Raises Counterparty Credit Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its long-
term counterparty credit rating on General Motors Financial Co.
Inc. to 'B+' from 'B'.  S&P also raised the issue-level rating on
the company's senior unsecured debt to 'B' from 'B-'.  At the same
time, S&P removed the ratings from CreditWatch Positive, where
they were placed Oct. 8, 2010.  The outlook is stable.

The upgrade reflects S&P's view that GM Financial is a
strategically important subsidiary of General Motors Co. (BB-
/Positive/--), which enhances the long-term counterparty credit
rating by one notch to 'B+', above its 'B' standalone credit
assessment.

S&P's belief that GM Financial provides its parent with a
dedicated source of subprime and lease financing for the
purchase/lease of new GM vehicles in the U.S. and Canada
supports the strategically important designation.  Before GM's
partnership with AmeriCredit in September 2009 (AmeriCredit was
renamed GM Financial after GM acquired it in October 2010), its
retail financing penetration in subprime loans had been below
industry averages.  Moreover, its current penetration in U.S. and
Canadian leases is below industry averages, and GM Financial will
assume an important role in filling this gap, as evidenced by the
increase in GM's lease penetration in the U.S. since GM Financial
started offering leasing in select states this year.

The outlook is stable, reflecting S&P's view that it is unlikely
S&P will equalize its ratings on GM Financial ratings with those
on GM in the next 12 months.  Nevertheless, S&P believes that GM
Financial's role within GM will grow in importance during the next
few years.  GM Financial's relative importance will be ascertained
by, among other things, the growing proportion of GM originations
in GM Financial's receivables portfolio.  S&P may reflect this
increased importance in its ratings on GM Financial by increasing
the notches of support that S&P give above its stand-alone rating.
(Strategically important subsidiaries can receive up to three
notches of support, but cannot be the same as the ratings on the
parent.) This may eventually lead us to designate GM Financial as
a core captive subsidiary, which would lead us to equalize S&P's
ratings on GM Financial with those on its parent.

S&P's view of GM Financial's stand-alone credit profile is
likewise positively biased, based on the company's improving
financial performance.  However, upward movement in the stand-
alone credit profile is limited by GM Financial's evolving
strategy.


GENERAL PURPOSE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: General Purpose Steel, Inc.
        505 Braddock Avenue
        Turtle Creek, PA 15145

Bankruptcy Case No.: 11-21907

Chapter 11 Petition Date: March 30, 2011

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Thomas P. Agresti

Debtor's Counsel: Steven T. Shreve, Esq.
                  STEVEN T. SHREVE
                  546 California Avenue
                  Avalon, PA 15202
                  Tel: (412) 761-6110
                  Fax: (412) 761-9236
                  E-mail: steveshreve@comcast.net

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/pawb11-21907.pdf

The petition was signed by Lance Chatkin, president.


GLOBAL DEFENSE: S&P Gives 'B' Corporate Due to Low Market Share
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned McLean,
Va.-based Global Defense Technology & Systems Inc. its preliminary
'B' corporate credit rating.  The rating outlook is positive.

At the same time, S&P assigned GTEC's $157.5 million first-lien
credit facilities S&P's preliminary issue-level rating of 'B'
(the same as the preliminary corporate credit rating), with a
preliminary recovery rating of '3', indicating S&P's expectation
of meaningful (50%-70%) recovery for lenders in the event of a
payment default.

The facilities consist of a $25 million revolver due 2016 and a
$132.5 million term loan due 2017.  The company intends to use the
proceeds from the new debt, along with over $185 million of common
equity contributed by Ares Private Equity Group, to purchase the
company from existing equity holders.

These ratings are subject to S&P's review of final documentation.

"The preliminary 'B' rating reflects GTEC's small market position
as a government contractor in a highly competitive industry and a
limited operating track record at its current size," said Standard
& Poor's credit analyst Jennifer Pepper.  S&P expects that the
company's defensible position in building expeditionary base camp
systems and newly acquired capabilities in the areas of
intelligence and cyber security will result in consistent
profitability, which partially offsets these factors.


GREEN TREE: GTCS and Walter Deal Won't Affect Moody's 'B1' Rating
-----------------------------------------------------------------
Moody's Investors Service said Green Tree Credit Solutions LLC's
B1 Corporate Family Rating is not immediately impacted by the
announcement that the company's parent, GTCS Holdings LLC, has
entered into a definitive agreement to be acquired by Walter
Investment Management Corp. (unrated) for $1.065 billion in cash.
Green Tree's credit agreement contains change of control
provisions.  According to Walter Investment's announcement, Green
Tree's existing debt will be repaid at closing, at which point
Moody's anticipates Moody's will withdraw Green Tree's debt
ratings.

The last rating action was on December 1, 2009 when Moody's
assigned to Green Tree a first-time B1 CFR with a stable outlook.

Green Tree, headquartered in St. Paul, Minnesota, is a fee-for-
service third-party mortgage loan processor to financial
institutions for credit-sensitive residential mortgage (subprime
and second-lien loans), manufactured housing and consumer
installment loans.  Green Tree is owned by an investor consortium
led by Centerbridge Capital Partners, L.P.  As of Dec. 31, 2010,
Green Tree serviced mortgages with an unpaid principal balance of
$33.3 billion.  Revenues for the fiscal year ended Dec. 31, 2010,
were $468.5 million.


GREENBRIER COS: Commences Cash Tender Offer of 8 3/8% Sr. Notes
---------------------------------------------------------------
The Greenbrier Companies, Inc., has commenced a cash tender offer
for any and all of its outstanding 8 3/8% Senior Notes due 2015
pursuant to the terms and conditions set forth in an Offer to
Purchase and Consent Solicitation Statement, dated March 30, 2011.

In connection with the Tender Offer, Greenbrier is also soliciting
consents from the holders of the Notes for certain proposed
amendments to the indenture governing the Notes.  Holders that
validly tender their Notes will be deemed to have delivered their
Consent to the proposed amendments.  Holders may not tender their
Notes without delivering their Consents to the proposed amendments
and may not deliver Consents without tendering their Notes.  The
primary purpose of the Consent Solicitation and the proposed
amendments is to eliminate substantially all of the restrictive
covenants and certain events of default.

The Tender Offer will expire at 8:00 a.m., New York City time, on
Wednesday, April 27, 2011, unless extended or earlier terminated
by Greenbrier.  Holders of Notes who validly tender and do not
validly withdraw their Notes and validly deliver and do not
validly revoke their Consents at or prior to 5:00 p.m., New York
City time, on Tuesday, April 12, 2011, will receive the total
consideration of $1,031.67 per $1,000 in principal amount of the
Notes.  The purchase price for the Notes tendered at or prior to
the Consent Payment Deadline includes an early consent payment of
$10 per $1,000 in principal amount of the Notes.  Any Notes
validly tendered after the Consent Payment Deadline but on or
prior to the Expiration Date will be purchased at a purchase price
of $1,021.67 per $1,000 in principal amount of the Notes.  In both
cases, tendering holders will also receive accrued and unpaid
interest from the last interest payment date for the Notes to, but
not including, the early settlement date or the settlement date,
as applicable.  Holders may not withdraw tendered Notes and may
not revoke delivered Consents after the Consent Payment Deadline.

The Tender Offer will be subject to the satisfaction of certain
conditions, including, among other things, Greenbrier receiving
the proceeds from the issuance of $200 million aggregate principal
amount of the Company's senior convertible notes due 2018 in
connection with the Company's anticipated private placement of the
New Notes.  If any of the conditions is not satisfied, Greenbrier
is not obligated to accept for payment, purchase or pay for, and
may delay the acceptance for payment of, any tendered Notes, in
each event subject to applicable laws, and may terminate the
Tender Offer.  Furthermore, in order for the proposed amendments
to the indenture governing the Notes to become effective, at least
a majority in principal amount of the outstanding Notes must
deliver Consents.

Copies of the tender offer documents can be obtained by contacting
D.F. King & Co., Inc., the Information Agent for the Tender Offer
and Consent Solicitation, at (800) 628-8536 (toll free) or (212)
269-5550 (collect). D.F. King & Co., Inc., also has been appointed
to act as the Depositary Agent for the Tender Offer and Consent
Solicitation.

BofA Merrill Lynch is acting as Dealer Manager and Solicitation
Agent for the Tender Offer and Consent Solicitation.  Questions
concerning the Tender Offer and Consent Solicitation may be
directed to BofA Merrill Lynch at (888) 292-0700 or collect at
(980) 388-9217.

None of Greenbrier, including its Board of Directors, the Dealer
Manager and Solicitation Agent, the Depositary Agent, the
Information Agent, the Trustee for the Notes or any other person,
has made or makes any recommendation as to whether holders of the
Notes should tender, or refrain from tendering, all or any portion
of their Notes pursuant to the Tender Offer and deliver their
Consent, or refrain from delivering their Consent pursuant to the
Consent Solicitation, and no one has been authorized to make such
a recommendation. Holders of the Notes must make their own
decisions as to whether to tender their Notes and deliver their
Consent.

                       About Greenbrier Cos.

Based in Lake Oswego, Oregon, The Greenbrier Companies Inc.
operates in three primary business segments: manufacturing,
refurbishment and parts, and leasing and services.  The
manufacturing segment, operating from four facilities in the
United States, Mexico and Poland, produces double-stack intermodal
railcars, conventional railcars, tank cars and marine vessels.
The refurbishment & parts segment performs railcar repair,
refurbishment and maintenance activities in the United States and
Mexico.  The leasing & services segment owns roughly 8,000
railcars and provides management services for roughly 225,000
railcars.

The Company's balance sheet as of Nov. 30, 2010, showed
$1.1 billion in total assets, $812.7 million in total assets and
$296.5 million in total equity.

                         *     *     *

Greenbrier carries a 'Caa1' corporate family rating from Moody's
Investors Service and a Speculative Grade Liquidity
Rating of SGL-3.  In August 2010, Moody's said Greenbrier's rating
outlook is negative in consideration of the continued sluggish
demand for new railcars and the company's need to address
certain refinancing needs.

Greenbrier carries 'B-' issuer credit ratings from Standard &
Poor's Ratings Services.  S&P said in May 2010 that the ratings on
Greenbrier reflect the company's fair business risk profile
stemming from the cyclicality of the freight car manufacturing
industry; the dramatic decline in demand for new railcars as a
result of slower economic growth and weaker carloadings; and
limited customer diversity.  The Company, according to S&P, also
has a highly leveraged financial risk profile, marked by increased
debt balances as a result of acquisitions completed in recent
years.


GREENBRIER COS: Intends to Offer $200MM Conv. Sr. Notes Due 2018
----------------------------------------------------------------
The Greenbrier Companies, Inc., intends to offer, subject to
market and other conditions, $200 million aggregate principal
amount of Convertible Senior Notes due 2018.  Greenbrier intends
to grant the initial purchasers a 30-day over-allotment option to
purchase up to an additional $15 million aggregate principal
amount of Notes on the same terms and conditions.

Greenbrier intends to use the net proceeds from the offering,
together with additional cash on hand, to (i) purchase any and all
of Greenbrier's outstanding $235 million aggregate principal
amount of its 8 3/8% senior notes due 2015 that are tendered
pursuant to a cash tender offer and consent solicitation, also
announced by Greenbrier, (ii) pay the consent and other fees in
connection with such cash tender offer and consent solicitation
and (iii) redeem or otherwise retire any and all 2015 Notes that
remain outstanding following consummation of the cash tender
offer.

The Notes will be convertible into shares of Greenbrier's common
stock, based on a conversion rate to be determined.  Interest on
the Notes will be payable semiannually in arrears on April 1 and
October 1 of each year, beginning on Oct. 1, 2011.  The Notes will
mature on April 1, 2018, unless earlier repurchased by the Company
or converted in accordance with their terms prior to such date.
The interest rate, conversion rate, conversion price and other
terms of the Notes will be determined at the time of pricing of
the offering.  The Notes will be Greenbrier's senior unsecured
obligations and will rank equally with all of its existing and
future senior unsecured debt and senior to all of its existing and
future subordinated debt.

The Notes will be offered in the United States only to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act of 1933, as amended.  The Notes and the shares of
Greenbrier common stock issuable upon conversion of the Notes will
not be registered under the Securities Act or any state securities
laws and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

                       About Greenbrier Cos.

Based in Lake Oswego, Oregon, The Greenbrier Companies Inc.
operates in three primary business segments: manufacturing,
refurbishment and parts, and leasing and services.  The
manufacturing segment, operating from four facilities in the
United States, Mexico and Poland, produces double-stack intermodal
railcars, conventional railcars, tank cars and marine vessels.
The refurbishment & parts segment performs railcar repair,
refurbishment and maintenance activities in the United States and
Mexico.  The leasing & services segment owns roughly 8,000
railcars and provides management services for roughly 225,000
railcars.

The Company's balance sheet as of Nov. 30, 2010, showed
$1.1 billion in total assets, $812.7 million in total assets and
$296.5 million in total equity.

                         *     *     *

Greenbrier carries a 'Caa1' corporate family rating from Moody's
Investors Service and a Speculative Grade Liquidity
Rating of SGL-3.  In August 2010, Moody's said Greenbrier's rating
outlook is negative in consideration of the continued sluggish
demand for new railcars and the company's need to address
certain refinancing needs.

Greenbrier carries 'B-' issuer credit ratings from Standard &
Poor's Ratings Services.  S&P said in May 2010 that the ratings on
Greenbrier reflect the company's fair business risk profile
stemming from the cyclicality of the freight car manufacturing
industry; the dramatic decline in demand for new railcars as a
result of slower economic growth and weaker carloadings; and
limited customer diversity.  The Company, accordnig to S&P, also
has a highly leveraged financial risk profile, marked by increased
debt balances as a result of acquisitions completed in recent
years.


GREENBRIER COS: Amends Rights Agreement With Computershare
----------------------------------------------------------
The Greenbrier Companies, Inc., and Computershare Trust Company,
N.A.,(formerly EquiServe Trust Company, N.A.) entered into
Amendment No. 4 to the Stockholder Rights Agreement, made and
entered into as of July 13, 2004, by and between the Company and
EquiServe Trust Company, N.A, as amended.  The Fourth Amendment,
which was approved by the Company's Board of Directors on
March 28, 2011, clarifies that no initial purchaser will be deemed
a "Beneficial Owner" (within the meaning of the Rights Agreement)
of any common stock of the Company or any securities convertible
into common stock of the Company by reason of acting as an initial
purchaser in a private offering contemplating resales under Rule
144A under the Securities Act of 1933, as amended.

A full-text copy of the Amendment No. 4 to the Stockholders'
Rights Agreement is available for free at http://is.gd/wRereg

                       About Greenbrier Cos.

Based in Lake Oswego, Oregon, The Greenbrier Companies Inc.
operates in three primary business segments: manufacturing,
refurbishment and parts, and leasing and services.  The
manufacturing segment, operating from four facilities in the
United States, Mexico and Poland, produces double-stack intermodal
railcars, conventional railcars, tank cars and marine vessels.
The refurbishment & parts segment performs railcar repair,
refurbishment and maintenance activities in the United States and
Mexico.  The leasing & services segment owns roughly 8,000
railcars and provides management services for roughly 225,000
railcars.

The Company's balance sheet as of Nov. 30, 2010, showed
$1.1 billion in total assets, $812.7 million in total assets and
$296.5 million in total equity.

                         *     *     *

Greenbrier carries a 'Caa1' corporate family rating from Moody's
Investors Service and a Speculative Grade Liquidity
Rating of SGL-3.  In August 2010, Moody's said Greenbrier's rating
outlook is negative in consideration of the continued sluggish
demand for new railcars and the company's need to address
certain refinancing needs.

Greenbrier carries 'B-' issuer credit ratings from Standard &
Poor's Ratings Services.  S&P said in May 2010 that the ratings on
Greenbrier reflect the company's fair business risk profile
stemming from the cyclicality of the freight car manufacturing
industry; the dramatic decline in demand for new railcars as a
result of slower economic growth and weaker carloadings; and
limited customer diversity.  The Company, accordnig to S&P, also
has a highly leveraged financial risk profile, marked by increased
debt balances as a result of acquisitions completed in recent
years.


GREENBRIER COS: James Cruckshank Disposes of 734 Common Shares
--------------------------------------------------------------
In a Form 4 filing with the U.S. Securities and Exchange
Commission, James W. Cruckshank, SVP, chief accounting officer at
Greenbrier Companies Inc., disclosed that he disposed of 734
shaers of common stock of the Company on March 30, 2011 at a price
of $27.2 per share.  At the end of the transaction, Mr. Cruckshank
beneficially owned 23,127.223 shares.  The sale of shares was
executed pursuant to a sales plan adopted Nov. 29, 2010, and
intended to comply with the requirements of Rule 10b5-1(c)(1)
under the Securities Exchange Act of 1934, as amended.
The amount of securities beneficially owned has been adjusted for
600 shares transferred pursuant to a domestic relations order.

                        About Greenbrier Cos.

Based in Lake Oswego, Oregon, The Greenbrier Companies Inc.
operates in three primary business segments: manufacturing,
refurbishment and parts, and leasing and services.  The
manufacturing segment, operating from four facilities in the
United States, Mexico and Poland, produces double-stack intermodal
railcars, conventional railcars, tank cars and marine vessels.
The refurbishment & parts segment performs railcar repair,
refurbishment and maintenance activities in the United States and
Mexico.  The leasing & services segment owns roughly 8,000
railcars and provides management services for roughly 225,000
railcars.

The Company's balance sheet as of Nov. 30, 2010, showed
$1.1 billion in total assets, $812.7 million in total assets and
$296.5 million in total equity.

                         *     *     *

Greenbrier carries a 'Caa1' corporate family rating from Moody's
Investors Service and a Speculative Grade Liquidity
Rating of SGL-3.  In August 2010, Moody's said Greenbrier's rating
outlook is negative in consideration of the continued sluggish
demand for new railcars and the company's need to address
certain refinancing needs.

Greenbrier carries 'B-' issuer credit ratings from Standard &
Poor's Ratings Services.  S&P said in May 2010 that the ratings on
Greenbrier reflect the company's fair business risk profile
stemming from the cyclicality of the freight car manufacturing
industry; the dramatic decline in demand for new railcars as a
result of slower economic growth and weaker carloadings; and
limited customer diversity.  The Company, accordnig to S&P, also
has a highly leveraged financial risk profile, marked by increased
debt balances as a result of acquisitions completed in recent
years.


HARRY & DAVID: Asks for 45-Day Extension for Schedules
------------------------------------------------------
Harry & David Holdings, Inc, et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend the time for the filing of
schedules and statements of financial affairs to 45 days from the
Petition Date.

The Debtors said that the substantial size, scope and complexity
of the Debtors' Chapter 11 cases, and the volume of material that
must be compiled and reviewed by the Debtors' limited staff to
complete the Schedules and Statements for all of the Debtors
during the hectic early days of these cases provide ample cause
justifying, if not compelling, the requested extension.

                        About Harry & David

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

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

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.

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

The cases are jointly administered, with Harry David Holdings as
lead case.

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

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


HARRY & DAVID: Has OK to Hire Garden City Group as Claims Agent
---------------------------------------------------------------
Harry & David Holdings, Inc., et al., sought and obtained
authorization from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to employ Garden City Group,
Inc., as the notice, claims and solicitation agent nunc pro tunc
to the Petition Date.

GCG will, among other things:

     a) prepare and serve required notices, including the notice
        of commencement and bar date notice;

     b) file with the Clerk's Office an affidavit or certificate
        of service with respect to each service conducted by GCG,
        that includes a reference to the notice served and the
        corresponding docket number, an alphabetical list of all
        persons to whom it was mailed, and the date and manner of
        service;

     c) maintain copies of all proofs of claim and proofs of
        interest filed and maintain the official claims register;
        and

     d) assist with the solicitation and the tabulation of votes
        including, among other things (i) printing ballots and
        coordinating the mailing of solicitation packages to all
        voting and non-voting parties, (ii) establishing a toll-
        free 800"number to receive and answer questions
        regarding voting with respect to any Chapter 11 plan,
        (iii) receiving ballots at a post office box, inspecting
        ballots for conformity to voting procedures, date stamping
        and numbering ballots consecutively and tabulating and
        certifying the results, and (iv) preparing voting reports
        by plan class for review and approval by the Debtors and
        their counsel.

GCG will be paid based on the hourly rates of its professionals:

        Administrative & Data Entry                    $45-$55
        Mailroom and Claims Control                      $55
        Customer Service Representatives                 $57
        Project Administrators                         $70-$85
        Quality Assurance Staff                        $80-$125
        Project Supervisors                            $95-$110
        Systems & Technology Staff                    $100-$200
        Graphic Support for Web site                    $125
        Project Managers                              $125-$175
        Directors, Sr. consultants and Assistant VP   $180-$250
        Vice President and above                        $250*

*Expert services provided by Vice President Jeff Stein in
connection with solicitation and tabulation will be at a rate of
$310 per hour.

Emily S. Gottlieb, Assistant Vice President of GCG, assured the
Court that "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.

                        About Harry & David

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

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

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.

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

The cases are jointly administered, with Harry David Holdings as
lead case.

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

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


HEARUSA INC: Court Grants TRO vs. Siemens Hearing
-------------------------------------------------
HearUSA, Inc., announced that on March 29, 2011, the Appellate
Division of the New York State Supreme Court granted the motion by
HearUSA for a temporary restraining order against Siemens Hearing
Instruments, Inc.

Siemens is now enjoined from declaring HearUSA to be in default
under the credit agreement, from engaging in self help to collect
under the credit agreement and from making any efforts to seize
assets or take control of HearUSA's business pending the May 2,
2011, hearing on HearUSA's motion for a preliminary injunction.

The court ordered the temporary restraining order conditioned upon
HearUSA continuing to make all payments currently due under the
credit agreement, except the disputed amount relating to the
Canadian asset sale.

"The court's decision is a positive step toward resolution of our
legal dispute with Siemens regarding an alleged prepayment
obligation that we believe has already been satisfied," said
Stephen J. Hansbrough, HearUSA's chairman and chief executive
officer. "We continue to be current in all payments due to Siemens
and will continue to vigorously defend our rights to ensure that
Siemens does not improperly foreclose on company assets."

HearUSA, Inc. (NYSE Amex: EAR) - http://www.hearusa.com/- has a
network of 178 company-owned hearing care centers in eleven
states.  The Company also sponsors a network of approximately
2,000 credentialed audiology providers that participate in
selected hearing benefit programs contracted by the Company with
employer groups, health insurers and benefit sponsors in 49
states.  The centers and the network providers provide
audiological products and services for the hearing impaired.  The
Company is also the administrator of the American Association of
Retired Persons ("AARP") Hearing Care program, designed to help
members of AARP who have hearing loss.


HOPE SPRINGS: Looking for Buyers; Exploring Other Options
---------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reports that with jury selection in his criminal bank
fraud trial set to kick off next week, former Taylor, Bean &
Whitaker Mortgage Corp. leader Lee Farkas's lawyers are busy
trying to bar testimony from a group of the government's key
witnesses to keep the accused mortgage lender off the stand.

According to DBR, Mr. Farkas's legal team wants to exclude the
testimony of several potential government witnesses, among them
three senior managers from Freddie Mac and Ginnie Mae.  Taylor
Bean bundled mortgages into securities and sold them to investors
such as Freddie Mac.  Many of those mortgages were guaranteed by
Ginnie Mae.

According to DBR, William Cummings, Mr. Farkas's defense lawyer,
says the government is attempting to "disguise" these expert
witnesses as "lay" witnesses to circumvent heightened disclosure
standards.  In criminal trials, expert witnesses have greater
latitude to testify to their opinions on subject areas of their
expertise.

Judge Leonie M. Brinkema of the U.S. District Court in Alexandria
scheduled a hearing for Friday on the expert testimony dispute.


HORIZON BANCORP: Delays Filing of Form 10-K on Bank Closure
-----------------------------------------------------------
Horizon Bancorporation, Inc., informed the U.S. Securities and
Exchange Commission that during March 2011, its accounting staff
has been fully engaged with determining the proper accounting
treatment of certain adjustments stemming from the closure of the
Company's wholly-owned banking subsidiary by bank regulators.  As
a result, its annual report on Form 10-K for the period ended
Dec. 31, 2010 could not be filed timely without unreasonable
effort and expense.

                   About Horizon Bancorporation

Horizon Bancorporation, Inc. (OTC BB: HZNB)
-- http://www.horizonbankfl.com/-- is the bank holding company of
Horizon Bank, a commercial bank chartered under the laws of
Florida.  The Company maintains its corporate offices and main
banking center at 900 53rd Avenue East, in Bradenton, Florida.

On Sept. 10, 2010, Horizon Bank failed and the Federal Deposit
Insurance Corporation was appointed as receiver for the Bank and
its assets.

The Company's existing management team, consisting of Charles S.
Conoley, as President and CEO, and Kathleen M. Jepson, as CFO, and
the Company's existing directors will continue to manage the
affairs of the Company.  Management and the Board of Directors are
currently evaluating the possibility of the Company entering into
one or more lines of business, which may or may not involve the
ownership of a financial institution, while, in the short run,
resolving all outstanding issues stemming from Horizon Bank's
receivership.  The Company intends to maintain, for the
foreseeable future, the Company's status as a fully reporting
public company.

As of Sept. 30, 2010, the Company had total assets of
$1,272,781, debts of $1,060,066, and shareholders' equity of
$212,715.  Assets of the Company at Dec. 31, 2009, was
$199,499,006 at Dec. 31, 2009, a decrease of $198.2 million.
The decrease is primarily due to the closure of the Bank.


HORIZON LINES: Bonds Fall; Company Said to Weigh Bankruptcy
-----------------------------------------------------------
Horizon Lines Inc. may file for bankruptcy as soon as April,
Jonathan Keehner and Shannon D. Harrington at Bloomberg News
reported, citing three people familiar with the matter.

According to the Bloomberg report, the Company may seek to swap
its debt for equity to avoid bankruptcy, said the people, who
declined to be identified because the talks are private.

Horizon had sought a consent from the holders of its $330 million
of 4.25% Senior Convertible Notes due August 2012 to waive an
event of default that arose from the Company's recent settlement
with the U.S. Department of Justice to resolve the government's
investigation into price fixing in the Puerto Rico trade lane.
However, the holder(s) of the requisite 50% of the outstanding
notes did not consent, which has led to the entirety of the debt
structure being reported as current as of December 26, 2010.

Horizon Lines has warned that if it fails to waive the default, it
may be forced to seek court protection if talks with creditors to
restructure its debt fail.  In its Form 10-K for the year ended
Dec. 31, 2010, the Company said, "On May 21, 2011, we expect to be
in covenant default under the indenture relating to our Notes. In
addition, we expect that we will be in covenant default under our
Senior Credit Facility during the third quarter of 2011. The
remedies available to the indenture trustee in the event of
default include acceleration of all principal and interest
payments. Acceleration by the indenture trustee would create a
default in our Senior Credit Facility and other loans and
financing arrangements due to cross default provisions contained
in those agreements.  If any of our lenders or the indenture
trustee accelerate the principal and interest payments we may be
forced to seek protection under federal bankruptcy laws."

Legg Mason Inc. and its Western Asset Management Co. unit,
BlackRock Inc., Pioneer Investment Management Inc. and Angelo
Gordon & Co. own about 85% of the Company's $330 million in 4.25%
convertible notes due August 2012, according to data compiled by
Bloomberg.

The notes dropped 2.25 cents to 77.75 cents on the dollar as of
4:26 p.m. in New York on March 31, according to Trace, the bond-
price reporting system of the Financial Industry Regulatory
Authority.  The securities declined from 91.1 cents on March 28,
Trace data show.

The Justice Department settlement and pending civil litigation
"could prevent the company from accessing credit markets" and
refinancing its convertible notes, according to a presentation by
investment bank Houlihan Lokey, which is advising creditors.

Horizon Lines is being advised by Moelis & Co. and Kirkland &
Ellis LLP.

                       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.

Horizon Lines reported a net loss of $57.97 million on $1.16
billion of operating revenue for the fiscal year ended Dec. 26,
2010, compared with a net loss of $31.27 million on $1.12 billion
of operating revenue for the fiscal year ended Dec. 20, 2009.

The Company's balance sheet at Dec. 26, 2010 showed
$785.75 million in total assets, $745.96 million in total
liabilities and $39.79 million in total stockholders' equity.

Ernst & Young LLP, in Charlotte, North Carolina, expressed
substantial doubt about the Company's ability to continue as a
going concern.  Ernst & Young noted that there is uncertainty that
Horizon Lines will remain in compliance with certain debt
covenants throughout 2011 and will be able to cure the
acceleration clause contained in the convertible notes.

                           *     *     *

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.


HORIZON LINES: S&P Cuts Corporate to 'CCC' on Possible Breach
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Horizon Lines Inc. to 'CCC' from 'B'.
At the same time S&P lowered its rating on the company's secured
debt to 'B-' from 'BB-' and lowered its rating on the company's
senior convertible note to 'CC' from 'CCC+'.  All ratings remain
on CreditWatch with negative implications, where S&P placed them
on Feb. 24, 2011.

"The downgrade reflects S&P's expectation that the company will
breach its financial covenants under the senior unsecured notes
and the senior secured credit facility later this year," said
Standard & Poor's credit analyst Funmi Afonja.  "It also reflects
refinancing risks, with substantially all of the company's debt
maturing in 2012."

On March 28, 2011, Horizon Lines' auditors issued a qualified
opinion on the company's fiscal year ended Dec. 26, 2010 financial
statements, due to expectations of noncompliance with financial
covenants and potential acceleration of debt outstanding, raising
substantial doubt about the company's ability to continue as a
going concern.  Due to these expected potential defaults, the
senior secured credit facility and notes are classified in the
balance sheet as current.  At March 28, 2011, the funded balance
outstanding under the two instruments was $576.6 million.  S&P
believes these developments increase the risk that the company may
seek debt restructuring that Standard & Poor's considers to be a
selective default under its criteria (such as debt exchange for
less than full value or for equity) and raise the risk of
bankruptcy filing.

In resolving the CreditWatch listing, Standard & Poor's will
assess the steps management is taking to refinance its financial
obligations, improve its liquidity prospects, address financial
covenant compliance, and long-term operating prospects.

"S&P could lower the ratings further if S&P sees an increased risk
of a debt restructuring that S&P would classify as a selective
default, of a monetary default, or of a Chapter 11 bankruptcy
filing," said Ms. Afonja.


INT'L COMMERCIAL: Incurs $795,913 Net Loss in 2010
--------------------------------------------------
International Commercial Television Inc. filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
reporting a net loss of $795,913 on $3.90 million of net sales for
the year ended Dec. 31, 2010, compared with a net loss of $241,135
on $5.89 million of net sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $844,183 in
total assets, $1.80 million in total liabilities and $955,117 in
total shareholders' deficit.

EisnerAmper, LLP, in Edison, New Jersey, noted that the Company's
recurring losses from operations and negative cash flows from
operations raise substantial doubt about the Company's ability to
continue as a going concern.  The Company generated negative cash
flows from operating activities in the past fiscal year of
approximately $319,000, and the Company, for the most part, has
experienced recurring losses from operations.  The Company had
negative working capital of approximately $879,000 and an
accumulated deficit of approximately $6,218,000 as of Dec. 31,
2010.

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

                        http://is.gd/37Ey3S

                  About International Commercial

Bainbridge Island, Wash.-based International Commercial Television
Inc. was organized under the laws of the State of Nevada on
June 25, 1998.  The Company sells various consumer products.  The
products are primarily marketed and sold throughout the United
States and internationally via infomercials.


IRVINE SENSORS: Issues 683,917 Common Shares
--------------------------------------------
On various dates between March 22 and March 28, 2011, Irvine
Sensors Corporation issued an aggregate of 663,579 shares of
common stock to an accredited institutional investor upon such
investor's conversion of an aggregate of $199,073.70 of the stated
value of the Company's Series C Convertible Preferred Stock.

On March 24, 2011, the Company issued an aggregate of 20,338
shares of common stock to seven accredited investors pursuant to
its election to convert the payment of interest accrued as of such
date on those certain convertible and non-convertible interest-
bearing debentures issued by the Company to such investors on
March 24, 2010.

                       About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

The Company's balance sheet at Jan. 2, 2011, showed $15.09 million
in total assets, $30.92 million in total liabilities and
$15.82 million in total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Irvine,
Calif., expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
as of October 3, 2010, the Company has negative working capital of
$10.1 million and a stockholders deficit of $10.1 million.

The Company reported a net loss of $11.16 million on
$11.72 million of revenues for the fiscal year ended October 3,
2010, compared with a net loss of $914,700 on $11.54 million of
revenues for the fiscal year ended September 27, 2009.


JEFFERSON, AL: Officials Met With State Lawmakers
-------------------------------------------------
Kelly Nolan, writing for Dow Jones' Daily Bankruptcy Review,
reported that officials of Alabama's Jefferson County were to meet
with state lawmakers Wednesday to discuss how to avoid filing the
largest municipal bankruptcy in U.S. history after a court
disallowed a local tax.

The county, which has said its expenses will exceed its income by
sometime in July, has been staving off bankruptcy for about three
years, after absorbing $3.2 billion of debt resulting from a
series of corrupt and disastrous decisions in financing a sewer-
improvement project.

According to DBR, the county's fate grew considerably bleaker
earlier this month when the state supreme court affirmed a lower
court ruling that a local occupational tax is unconstitutional.
Losing the tax will leave the county with a revenue shortfall that
is about a third of its operating budget.

According to DBR, the lost tax revenue represents roughly 44% of
the revenues the county actually has control over for general
operations due to the "earmarking" of most revenues for various
purposes, said county finance Commissioner Jimmie Stephens.

Jefferson County, with a population of about 665,000, is home to
the state's largest city, Birmingham.  About 13.8% of its
population lived below the poverty line in 2008, according to U.S.
Census figures.

DBR relates that a spokeswoman for Alabama Governor Robert
Bentley, a Republican, said in an interview the governor would
support a bankruptcy for Jefferson County, if that is what its
officials decide is the best option.

                 Legislative Proposal Extended

Kelly Nolan, writing for Dow Jones' Newswires, reports that
Alabama legislators had a "productive" meeting Wednesday with
officials in Jefferson County as they scrambled to keep the county
from filing for bankruptcy, a state lawmaker said.

Dow Jones says Commissioner Jimmie Stephens, who oversees the
county's finances, said he expected a legislative proposal to be
formed by the end of the week.

"We informed the legislature of where we stood . . . we had a
general sense they will help us, but to what extent we don't know
yet," Mr. Stephens said, according to the report.

Dow Jones notes Jefferson County has said its expenses will exceed
its income by July after the state Supreme Court voided a local
occupational tax as unconstitutional.  Losing the tax will leave
the county with a revenue shortfall of nearly one-third of its
operating budget.  According to Dow Jones, the lost tax revenue
represents an even larger portion, roughly 44%, of the revenue the
county actually has control over for general operations due to the
"earmarking" of most revenue for various purposes.

Dow Jones relates that Rep. Paul DeMarco, co-chairman of the
county's state House delegation, said the state lawmakers "got a
good presentation from the county commissioners on their
expenditures and revenues" at the meeting. "The county will
continue to brief us on their finances," he added.

According to Dow Jones, the pressure is on to address Jefferson
County's situation quickly, as state aid is likely to require the
approval of both houses, and the Legislature meets only until the
end of May.  Dow Jones says Wednesday's meeting is the first
formal one between all members of the five-person county
commission and the entire Jefferson County legislative delegation,
though less-formal talks have taken place.

Dow Jones also points out Jefferson County needs state aid to
avoid bankruptcy because it doesn't have home rule authority, or
the ability to raise taxes or fees without approval from the
state.  It also lacks fiscal flexibility: The county has budgetary
control over only about 18% of its $942 million in total tax
revenue, according to David Hooks, the county finance
commissioner's chief of staff.  The rest is "earmarked" for
specific purposes.


KALISPEL TRIBAL: S&P Assigns 'B+' Issuer Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issuer credit rating to the Airway Heights, Wash.-based Kalispel
Tribal Economic Authority.  The outlook is stable.

KTEA is an instrumentality of the Kalispel Tribe of Indians to
conduct and regulate economic development for the Tribe.  KTEA's
primary operation is the Northern Quest Resort and Casino.

At the same time, S&P assigned KTEA's $210 million senior secured
credit facilities its issue-level rating of 'B+'.  The facilities
consist of a $5 million senior secured revolving credit facility
due 2015 and a $205 million senior secured term loan due 2017.
S&P does not assign recovery ratings to Native American debt
issues as there are sufficient uncertainties surrounding the
exercise of creditor rights against a sovereign nation.  These
include (1) whether the Bankruptcy Code would apply, (2) whether
a U.S. court would ultimately be the appropriate venue to settle
such a matter, and (3) to what extent a creditor would be able to
enforce any judgment against the sovereign nation.

KTEA used the proceeds from the term loan to refinance its
existing indebtedness and the remaining proceeds will fund
additional capital spending.

"The 'B+' issuer credit rating reflects KTEA's reliance on a
single property for its cash flow, the potential for significantly
increased market competition, and historically large tribal
distributions relative to EBITDA," said Standard & Poor's credit
analyst Michael Halchak.  These factors are tempered by KTEA's
currently strong position within its market, as its ability to
consistently grow revenue and EBITDA during the past decade
demonstrates, and its recent expansion, which should continue to
propel growth in EBITDA in the near term.


LEHMAN BROTHERS: U.K. Court Rules Against Mortgage Bondholders
--------------------------------------------------------------
Investors in mortgage-backed bonds sold by Lehman Brothers
Holdings Inc. lost a case to have the notes declared in default,
which they'd brought to increase their chances of getting paid
earlier, Lindsay Fortado and Esteban Duarte reported for
Bloomberg News.

The Court of Appeal in London upheld a lower court ruling against
holders of bonds that were part of the Eurosail-UK 2007-3BL Plc
transaction sold in 2007, the report related.  Lehman, which
filed for bankruptcy protection in September 2008, raised GBP650
million, or US$1.1 billion, from the deal, which packaged U.K.
home loans into bonds, the report said.

BNY Corporate Trustee Services Ltd., the financing's trustee,
brought the original case after holders of $405 million of so-
called class A3 notes asked it to call an event of default
because of the issuer's insolvency, the report noted.  If they'd
won, these investors would no longer have had to wait for their
money until the more senior class A1 and A2 noteholders were
repaid in full, the report quoted Fitch Ratings as saying after
the original judgment in September.

The appeal court judgment "is generally positive" for the U.K.
mortgage-backed securities market, Bloomberg quoted Conor Downey,
Esq., a London-based partner at law firm Paul Hastings Janofsky &
Walker LLP.  "Most deals even if they have seen drops in asset
values, can apply the decision and form decisions that they are
solvent and able to continue to trade," he said, according to the
report.

Eurosail's risk was hedged with interest-rate and currency swaps
with Lehman Brothers Special Financing Inc., which were in turn
guaranteed by Lehman Brothers.  The financing unit filed for
bankruptcy a month after its parent, and the swap agreements were
terminated in November 2009. Eurosail has filed claims against
Lehman Brothers seeking more than $221 million to cover losses.

A U.K. lower court ruled in July that Eurosail was able to pay
its debts because not all of its future and projected liabilities
should be taken into account on its current balance sheet, the
report related.

The appeal "recognizes that companies can, on paper, have
liabilities exceeding assets but still be perfectly capable of
continuing to trade," said Kristy Zander, a lawyer at Mayer
Brown International LLP in London, Bloomberg related.  "A company
will only be regarded as balance-sheet insolvent if it has
reached the point of no return, where it's clear that the company
will not be able to meet its future or contingent liabilities
even though it's currently able to pay its debts as they fall
due," she said, according to the report.

The case is BNY Corporate Trustee Services Ltd. v Eurosail-
UK 2007-3BL Plc & ors, case no. A2/2010/2046, Court of Appeal
(London).

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Singapore Investors Appeal Order on Losses
-----------------------------------------------------------
In a bid to recoup S$18 million in losses tied to Lehman Brothers
Holdings Inc., a group of 213 investors in Singapore urged the
city's appeal court to overturn a ruling that dismissed its
claim, according to a March 18, 2011 report by Bloomberg News.

In a March 14 appeal, the investors said DBS Bank Ltd., which
sold credit default swaps linked to Lehman, had inconsistencies
in the investment's prospectus and pricing statement.

Singapore-based DBS, Southeast Asia's biggest bank, had declared
the investments to be worthless after Lehman's bankruptcy filing
in 2008.

Judge Lee Seiu Ki, who ordered the dismissal of the lawsuit, said
in his December 10 ruling that the inconsistency stemmed from "an
obvious clerical error."   He said statements on how the
investment value would be calculated in a credit event such as
Lehman's collapse, were not meant to be comprehensive.

In an e-mailed statement, the investors said that while DBS
insists on holding the group to the strict terms of the contract,
they "seek to avoid liability by relying on what they call a
clerical error."

DBS had sold its DBS High Notes 5 as a safe, low-risk investment,
lulling the investors into having a "false sense of security,"
the group also said.

The appeal is scheduled to be heard in the week of May 23.

The case is Soon Kok Tiang and Others v. DBS Bank Ltd. CA6/2011
in the Singapore Court of Appeal.

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Albany Council Hopes for Win in Class Suit
-----------------------------------------------------------
The chief executive of the City of Albany, Faileen James, is
hoping a class action lawsuit against Lehman Brothers Holdings
Inc. would result in a financial win for the city, according to a
March 18, 2011 report by ABC.

Earlier, the city, which lost $3.2 million in commercial
securities and sub-prime mortgage-related assets, joined 72
charities, churches and councils in suing Lehman for mismanaging
their investments.

If successful, they could recover 40 to 50 cents in the dollar,
according to the report.

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: June 28 Hearing on Creditors' Plan Outline
-----------------------------------------------------------
A group of creditors asks Judge James Peck of the U.S. Bankruptcy
Court for the Southern District of New York to approve the
disclosure statement explaining the restructuring plan it
proposed for Lehman Brothers Holdings Inc. at the June 28, 2011
hearing.

The group, which calls itself the ad hoc group of Lehman Brothers
creditors, wants the bankruptcy judge to consider its disclosure
statement at the hearing, along with LBHI's revised restructuring
plan which the company filed in January.

LBHI is scheduled to ask Judge Peck to approve at the June 28
hearing its own disclosure statement as well as a process for the
solicitation of votes in connection with its revised plan, which
gives creditors better recoveries than its initial plan.

Under LBHI's revised plan, creditors that hold senior unsecured
claims against the company would recover 21.4% of their claims,
up from 17.4% in the initial plan.  Meanwhile, the company's
general unsecured creditors would recover 19.8% of their claims,
up from 14.7%.

The ad hoc group of Lehman creditors, which includes the pension
fund California Public Employees Retirement System and hedge fund
Paulson & Co, previously objected to LBHI's initial plan saying
it pits creditors of the various estates against each other and
that some creditors would get paid twice.

Under the group's rival plan, senior creditors with claims
against LBHI would recover about 24.5%.  The larger recovery
results from substantive consolidation where all assets are
thrown into one pot and creditors receive a similar distribution
regardless of the Lehman company that owed the debt.

"Fairness dictates that the competing disclosure statements and
plans are presented to the court and parties in interest
concurrently," said the group's lawyer, Gerard Uzzi, Esq., at
White & Case LLP, in New York.

Mr. Uzzi argued that all timely filed plans should be considered
simultaneously "to prevent any party from claiming an advantage
through procedure over substance."  He added that LBHI
"unfortunately and somewhat inexplicably" has objected to the
consideration of both disclosure statements at the June 28
hearing.

               Adequacy of Disclosure Statement

Mr. Uzzi said the group's disclosure statement contains
sufficient information for creditors to decide on whether to
support its proposed plan.

The disclosure statement reportedly contains an overview of the
group's proposed plan and the means for its implementation, the
basis for substantive consolidation and the requirements for the
plan's confirmation.  It also contains a liquidation analysis
under Chapter 7 and identifies alternatives to the confirmation
and consummation of the plan.

"The group's disclosure statement complies with all aspects of
Section 1125 of the Bankruptcy Code," Mr. Uzzi points out,
referring to the provision that requires a proponent to provide
"adequate information" about its proposed plan of reorganization
prior to soliciting votes from creditors.

The group is not yet proposing its own solicitation procedures.
It is planning to enter into an agreement with LBHI regarding the
procedures and will seek court approval only in case it fails to
reach an agreement with the company.

The group proposed a May 27, 2011 deadline for filing objections
to its disclosure statement, and a June 21, 2011 deadline for
responding to the objections.

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: LCPI Sues Sark Master Fund to Recover Payments
---------------------------------------------------------------
Lehman Brothers Commercial Paper Inc. has filed a lawsuit to
compel Sark Master Fund Limited to turn over to the company the
payment it received from certain loan borrowers.

Sark Master received the payment after it was elevated to lender
of record status in connection with the loan participation
interests it purchased from LCPI.

In a complaint filed on March 25, 2011, LCPI said the payment was
not authorized by the October 6, 2008 order from the U.S.
Bankruptcy Court for the Southern District of New York.

The October 6 order permitted LCPI to elevate loan participations
that it considered as "true participations" and preserved the
company's right to object to the transfer of property interests
that belonged to it.

"Absent the elevation, such payments would have been provided to
LCPI, and the defendant would have held unsecured claims against
LCPI," said the company's lawyer, Shai Waisman, Esq., at Weil,
Gotshal & Manges LLP, in New York.  He added that the payment
"constituted a transfer of LCPI's interest in property."

Mr. Waisman asked the Bankruptcy Court to enter a judgment
ordering that LCPI may avoid Sark Master's elevation to lender of
record, and directing the latter to pay the amount it received as
a result of its status as lender of record.

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Creditors Transfer $2-Bil. in Claims in March
--------------------------------------------------------------
More than 300 claims totaling more than US$2 billion changed
hands in the Debtors' bankruptcy cases in March 2011.  Among the
largest claims traded were:

Transferor           Transferee           Claim No.  Claim Amount
---------            ----------           ---------  ------------
Swedbank AB          Deutsche Bank AG       67080    $325,000,000
New York Branch      London Branch

Swedbank AB          Deutsche Bank AG       67079    $325,000,000
New York Branch      London Branch

Eurohypo AG          Deutsche Bank AG       27640    $163,991,655
                    London Branch

Goldman,Sachs & Co   CVI GVF (Lux)          66962    $140,502,997
                    Master S.a.r.l.


Deutsche Bank AG     Japan Loans            14795     $71,444,505
London Branch        Opportunities B.V.

Merrill Lynch Credit Swearengen Place LLC   13565     $70,935,607
Products LLC

Polygon Global       Merrill Lynch Credit   13565     $70,935,607
Opportunities Master Products LLC

Goldman Sachs        Redwood Master         66887     $56,666,000
Lending Partners LLC Fund Ltd.

Goldman Sachs        Redwood Master         66888     $56,666,000
Lending Partners LLC Fund Ltd.

Deutsche Bank AG     Dolostone LLC          67080     $50,000,000
London Branch

                      About Lehman Brothers

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

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEXICON UNITED: Delays 2010 Report Due to Foreign Operations
------------------------------------------------------------
Lexicon United Incorporated notified the U.S. Securities and
Exchange Commission that it is unable to file its Form 10-K for
the period ended Dec. 31, 2010, within the prescribed time period
without unreasonable effort or expense due to the complexity of
certain of its foreign operations.  The Company anticipates that
it will file its Form 10-K within the grace period provided by
Exchange Act Rule 12b-25.

                        About Lexicon United

Austin, Tex.-based Lexicon United Incorporated and its subsidiary,
ATN Capital e Participacoes Ltd., a Brazilian limited company, are
engaged in the business of purchasing, managing and collecting
defaulted consumer receivables for its own account and managing,
collecting and servicing portfolios of defaulted and charged-off
account receivables for large financial institutions in Brazil.
These receivables are acquired from consumer credit originators,
primarily credit card issuers in Brazil.

As reported in the Troubled Company Reporter on May 25, 2010,
Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about the Company's ability to continue as a going concern
following the Company's 2009 results.  The independent auditors
noted that the Company continues to have negative cash flows from
operations, recurring losses from operations, and has a
stockholders' deficit.

The Company's balance sheet at Sept. 30, 2010, showed $3.02
million in total assets, $3.11 million in total liabilities,
and a stockholders' deficit of $86,505.


LIBERTY TOWERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Liberty Towers Realty LLC
        1877 E. 9th Street
        Brooklyn,, NY 11223

Bankruptcy Case No.: 11-42589

Chapter 11 Petition Date: March 30, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Bruce Weiner, Esq.
                  ROSENBERG MUSSO & WEINER LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: 718-625-1966
                  E-mail: rmwlaw@att.net

Estimated Assets: $0 to $50,000

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 Toby Luria, member.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Arthur Kill Hillside Development LLC  11-41810            03/08/11
Camp Tashbar LLC                      11-41885            03/11/11


LOCAL INSIGHT: Has Bonus Approval, Exclusivity Until June 15
------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Local Insight Regatta Holdings Inc. attracted no objections and
consequently received approval to grant incentive bonuses to the
top 38 executives and retention bonuses to 50 non-executive
managers.  The Debtor lost six senior executives, including the
chief executive officer, and wants to prevent resignations by
paying the bonuses.  The incentive bonuses will be based on a
combination of achieving cash-flow targets and the date for
emergence from Chapter 11.

According to Mr. Rochelle, the bankruptcy judge also extended the
exclusive right to propose a Chapter 11 plan until June 15.  As
reported in the March 16, 2011 edition of the Troubled Company
Reporter, Local Insight Media sought to extend the exclusive
period to file and solicit acceptances of a Chapter 11 Plan
through and including July 15, 2011 and Sept. 13, 2011,
respectively.

                 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.  Local Insight, along with affiliates, including
Local Insight Regatta Holdings, Inc., filed for Chapter 11
bankruptcy protection on (Bankr. D. Del. Lead Case No. 10-13677)
on Nov. 17, 2010.

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 TV: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Fort Wright, Ky.-based TV broadcaster Local TV LLC and
operating subsidiary Local TV Finance LLC (which S&P analyzes on a
consolidated basis) to 'B' from 'B-'.  The rating outlook is
stable.

At the same time, S&P revised its recovery rating on Local TV
Finance LLC's senior secured credit facilities to '2', indicating
its expectation of substantial (70% to 90%) recovery for lenders
in the event of a payment default, from '3' (50% to 70%).  The
issue-level rating on the debt was raised to 'B+' (one notch
higher than the corporate credit rating) from 'B-', in accordance
with S&P's notching criteria for a '2' recovery rating.  The
revision of the recovery rating reflects a higher EBITDA estimate
at default than S&P used in its previous simulated default
scenario, which results in a higher enterprise valuation estimate.

S&P also raised the issue-level rating on Local TV Finance LLC's
senior unsecured notes to 'CCC+' from 'CCC', in conjunction with
the corporate credit rating change.  The recovery rating on this
debt is unchanged at '6', indicating S&P's expectation of
negligible (0% to 10%) recovery for noteholders in the event of a
payment default.

"The upgrade reflects Local TV's improved liquidity and credit
metrics as a result of a recovery in advertising demand and a
significant increase in political advertising revenue in 2010,"
said Standard & Poor's credit analyst Jeanne Shoesmith.

The 'B' corporate credit rating reflects Local TV's highly
leveraged financial risk profile, characterized by lease-adjusted
leverage of 7.0x at the end of 2010 and S&P's expectation of
modest discretionary cash flow in 2011.  Local TV's business risk
profile is weak, in S&P's view, because of the TV broadcasting's
mature growth prospects, the company's small station portfolio,
and its revenue concentration in CBS-affiliated stations.  The
stable rating outlook reflects S&P's view that Local TV will be
able to maintain adequate liquidity, despite its very high
leverage.  S&P expects that discretionary cash flow will remain
modestly positive in 2011 despite likely lower non-election year
EBITDA and much higher cash interest expense as a result of the
company's election to pay cash interest on its senior toggle notes
in the first half of the year.  Interest payments become
mandatorily payable in cash thereafter.

The company operates 10 TV stations in eight midsize markets
ranked from No. 43 (Norfolk, Va.) to No. 100 (Fort Smith, Ark.)--a
relatively small portfolio, in S&P's view.  CBS affiliated
stations account for almost half of revenue.  Sensitivity to
political ad spending is high, and EBITDA can drop by roughly 25%
in non-election years.  Local TV's stations have either a No. 1 or
No. 2 news ranking in most of their markets, which is important to
stations' profitability and to their ability to attract political
advertising.  Despite the company's good news position and major
network affiliations, its business is subject to long-term secular
trends of fragmentation of viewing and increasing audience
engagement with Internet-based entertainment.


LOCATEPLUS HOLDINGS: YA Global Completes Assignment of Debenture
----------------------------------------------------------------
LocatePLUS Holdings Corporation has been advised by YA Global
Investments, L.P., that on Wednesday March 30, 2011, YA Global
completed the assignment to Gulabtech, LLC, of a secured
convertible debenture of the Company held by it, as announced by
the Company on March 24, 2011.

The Company, on March 20, 2007, issued a secured convertible
debenture to Cornell Capital Partners, now YA Global Investments,
L.P., in the aggregate principal amount of $6,000,000 of which
$3,000,000 was advanced immediately.  On March 22, 2011, YA Global
notified the Company that it had agreed to assign the Debenture to
Gulabtech, LLC, subject to certain unspecified conditions.

                     About LocatePLUS Holdings

Beverly, Mass.-based LocatePLUS Holdings Corporation, through
itself and its wholly-owned subsidiaries LocatePLUS Corporation,
Worldwide Information, Inc., Entersect Corporation, Dataphant,
Inc., and Employment Screening Profiles, Inc. are business-to-
business, business-to-government and business-to-consumer
providers of public information via its proprietary data
integration solutions.

The Company has sustained net losses of $639,916 and $2.8 million
for the fiscal periods ended Sept. 30, 2010, and Dec. 31, 2009,
respectively.  The Company has an accumulated deficit of
$53.9 million, a stockholders' deficit of $9.0 million and a
working capital deficit of $6.3 million at Sept. 30, 2010.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.

The Company's balance sheet at Sept. 30, 2010, showed
$2.5 million in total assets, $11.5 million in total liabilities,
and a stockholders' deficit of $9.0 million.


MAJESTIC CAPITAL: AM Best Cuts Financial Strength Rating to 'B'
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to B (Fair) from B++ (Good) and issuer credit rating (ICR) to
"bb+" from "bbb" of Majestic Insurance Company (Majestic) (San
Francisco, CA).  A.M. Best also has downgraded the FSR to B (Fair)
from B+ (Good) and ICR to "bb+" from "bbb-" of Twin Bridges
(Bermuda) Ltd. (Hamilton, Bermuda).

Concurrently, A.M. Best has downgraded the ICRs to "b" from
"bb" of both companies' ultimate parent, Majestic Capital, Ltd
(Majestic Capital) (Hamilton, Bermuda) [NASDAQ: MAJC], and its
intermediate holding companies, Embarcadero Insurance Holdings,
Inc. (Embarcadero) (San Francisco, CA) and Majestic USA Capital,
Inc. (Majestic USA) (Wilmington, DE).  Additionally, A.M. Best
has downgraded the debt ratings to "ccc+" from "b+" on the trust
preferred securities of Majestic USA and Embarcadero.  The status
for all ratings has been revised to under review with negative
implications from under review with developing implications.


These rating actions follow Majestic Capital's announcement
that Bayside Capital Partners LLC has terminated its previously
announced merger agreement with Majestic Capital.  The rating
actions also recognize Majestic's continued deterioration in
its overall earnings and the material deterioration in the
company's surplus.  In addition, these actions reflect A.M.
Best's heightened concerns with Majestic Capital's ongoing
operations following the recent announcement of a potential
conservation on its main operating subsidiary, which would be
taken in conjunction with its proposed transaction with AmTrust
Financial Services, Inc.  A.M. Best will continue to monitor
Majestic Capital and its subsidiaries as events develop.


MANSIONS AT HASTINGS: Plans Filed for Each Debtor
-------------------------------------------------
Separate Chapter 11 Plans of Reorganization and explanatory
Disclosure Statements were filed March 11 for each of Mansions at
Hastings Green, L.P., and Mansions at Hastings Green Senior, LP.
The Court will convene a hearing on April 26 at 10:45 a.m. in
Houston to consider approval of the Disclosure Statements.
Objections to the Disclosure Statements are due April 19, 2011.

Judge Letitia Z. Paul on March 3 granted the Debtors' request for
an extension of the period within which they have the exclusive
right to file and solicit acceptances of a bankruptcy-exit plan.
The exclusivity periods are extended for another 60 days.

Absent the extension, the Debtors exclusive period to file a plan
would have expired on Feb. 19, 2011, and its solicitation period
is set to expire on April 20.

Columbus, Ohio-based Mansions at Hastings Green, L.P., dba The
Mansions at Hastings Green, A Multifamily Community, and Mansions
at Hastings Green Senior, LP, filed for Chapter 11 bankruptcy
(Bankr. S.D. Tex. Case No. 10-39474) on Oct. 22, 2010, represented
by Annie E. Catmull, Esq. -- catmull@hooverslovacek.com -- Edward
L. Rothberg, Esq. -- rothberg@hooverslovacek.com -- and T. Josh
Judd, Esq. -- judd@hooverslovacek.com -- at Hoover Slovacek LLP;
and Vincent P. Slusher, Esq. -- vince.slusher@dlapiper.com -- at
DLA Piper (US) LLP.


MARKET DEVELOPMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Market Development Specialists, Inc.
        2510 Sterling Avenue
        Elkhart, IN 46516

Bankruptcy Case No.: 11-31135

Chapter 11 Petition Date: March 30, 2011

Court: U.S. Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: Doug A. Bernacchi, Esq.
                  215 W. 8th Street
                  P.O. Box 289
                  Michigan City, IN 46361
                  Tel: (219) 879-2889
                  Fax: (219) 879-9554
                  E-mail: bernacchi@adsnet.com

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

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 John Levy, president.


MASSEY ENERGY: S&P Keeps 'BB-' Corporate, Outlook Developing
------------------------------------------------------------
Standard & Poor's Ratings Services said that it was keeping its
ratings on Richmond, Va.-based Massey Energy Co., including the
'BB-' corporate credit rating, on CreditWatch with developing
implications.  The ratings were placed on CreditWatch with
developing implications on Oct. 19, 2010, based on reports that
the company was exploring strategic alternatives, which could
include its possible sale.

"The CreditWatch on Massey Energy Co. remains in place, reflecting
its pending acquisition by Alpha Natural Resources Inc. for
approximately $7.1 billion," said Standard & Poor's credit analyst
Fred Ferraro.  "Upon the completion of the proposed merger, S&P
will assess the impact on the ratings on Massey Energy relative to
the outcome of its analysis on Alpha." S&P would then subsequently
withdraw all ratings on Massey as its outstanding rated debt will
have likely been refinanced.

On Jan. 29, 2011, Alpha Natural Resources (BB/Watch Negative/--)
announced its intention to acquire Massey Energy Co. in a
combination of equity, debt and cash.  Under the terms of the
transaction, Massey stockholders will receive 1.025 shares of
Alpha common stock and $10.00 in cash for each share of Massey
common stock.  Based on the closing share price of Alpha common
stock as of Jan. 28, 2011, the agreement placed a value of $69.33
per share of Massey common stock.  This represented a 21% premium
to Massey's then current share price.  Upon completion of the
transaction, Alpha and Massey stockholders will own approximately
54% and 46% of the combined company, respectively.

Following the closing of the acquisition, the combined company
will include more than 110 mines and combined coal reserves of
approximately 5 billion tons, including one of the world's largest
metallurgical coal reserve bases.

The merger is subject to certain customary conditions, including
both companies' stockholder approval, and S&P expects it to be
completed in mid-2011.

Massey Energy is the largest coal producer in Central Appalachia.
It produces various steam and metallurgical grade coals from over
50 mines and has approximately 2.9 billion tons of coal reserves.


MERITOR INC: To Close Trailer Axle Business in Europe
-----------------------------------------------------
Meritor, Inc., announced on March 31, 2011, that it will close its
European trailer axle business on July 31, 2011.  The company
currently estimates that charges in the range of $17 million to
$23 million will be incurred over the next year in connection with
these actions.  Of these charges, an estimated $12 million to $18
million are expected to result in cash expenditures.

"This decision is driven by the competitive nature of the European
trailer axle market which requires significant scale to address
increasing cost challenges," said Joe Mejaly, president,
Aftermarket and Trailers, Meritor.  "In addition, following the
decline in recent years, the market for commercial vehicle
trailers is recovering more slowly than other sectors. After an
extensive review process, we have concluded that we will be unable
to achieve acceptable financial returns on a sustainable basis and
that future investment would be better deployed to other
businesses," said Mr. Mejaly.

"We recognize the impact of this decision on our workforce," said
Mr. Mejaly.  "Our employees are talented and highly skilled
individuals who have worked hard to support our customers.  We
will do our utmost to assist them during this transition."  In
total, 171 employees are affected by this action.  In addition to
the company's main trailer axle manufacturing operation in
Cwmbran, United Kingdom, Meritor also has trailer employees
located in France, Italy and Spain.

"We are appreciative of the long-term relationships we have
maintained with our customers in the European trailer business and
are taking steps to mitigate the challenges this action may
present," said Mejaly.  The company also remains committed to
customer service through its global Aftermarket business. Service
parts will continue to be available and warranties will be
honored.

The company's facility in Cwmbran, United Kingdom, is also home to
Meritor's center of expertise for the design, development and
manufacture of braking systems and components for the commercial
vehicle truck market.  In September 2010, the company announced
its intent to invest $42 million to advance its foundation brake
leadership position in Europe.  The brake business in Cwmbran is
entirely unaffected by the closure of the European trailer axle
business.

Meritor's trailer axle manufacturing operations in North and South
America, including the company's Suspensys joint venture in South
America with the Randon S/A group, are also unaffected by this
action.

                           About Meritor, Inc.

Meritor, Inc. -- http://meritor.com/default.aspx-- is a global
supplier of drivetrain, mobility, braking and aftermarket
solutions for commercial vehicle and industrial markets.  With
more than a 100-year legacy of providing innovative products that
offer superior performance, efficiency and reliability, the
company serves commercial truck, trailer, off-highway, defense,
specialty and aftermarket customers in more than 70 countries.
Meritor is based in Troy, Mich., United States, and is made up of
more than 11,000 diverse employees who apply their knowledge and
skills in manufacturing facilities, engineering centers, joint
ventures, distribution centers and global offices in 19 countries.
Common stock is traded on the New York Stock Exchange under the
ticker symbol MTOR.


MFJT LLC: Section 341(a) Meeting Scheduled for April 26
-------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of MFJT,
LLC's creditors on April 26, 2011, at 1:30 p.m.  The meeting will
be held at 219 South Dearborn, Office of the U.S. Trustee, 8th
Floor, Room 802, Chicago, Illinois.

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

Alsip, Illinois-based MFJT, LLC -- dba Somerset Park Apartments
and Somerset II -- filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ill. Case No. 11-11819) on March 22, 2011.  David K.
Welch, Esq., at Crane Heyman Simon Welch & Clar, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


MIDWEST BANC: Files Amended Plan; May 4 Confirmation Hearing Set
----------------------------------------------------------------
On March 24, 2011, Midwest Banc Holdings, Inc., and the Official
Committee of Unsecured Creditors appointed in the case filed their
First Amended Joint Plan of Liquidation dated March 24, 2011, and
Disclosure Statement with respect to the Plan.

On March 25, 2011, the Plan and Disclosure Statement were served
on parties in interest in accordance with the U.S. Bankruptcy
Court for the Northern District of Illinois' March 18, 2011
order:(A) Approving Solicitation and Notice Procedures With
Respect to Approval of Disclosure Statement and Confirmation of
Proposed First Amended Joint Plan of Liquidation; (B) Approving
Form of Ballots and Notices; (C) Conditionally Approving the
Disclosure Statement; and (D) Scheduling Certain Dates and
Deadlines (the "Solicitation Order").  Among other things, the
Solicitation Order establishes April 22, 2011, as the deadline
for: (i) submission of ballots accepting or rejecting the Plan;
(ii) service and filing of objections to confirmation of the Plan;
and (iii) service and filing of objections to adequacy of the
Disclosure Statement.

A hearing on confirmation of the Plan and on adequacy of the
Disclosure Statement is scheduled for 10:00 a.m. prevailing
Central Time on May 4, 2010.

As reported in the TCR on Dec 27, 2010, the Plan contemplates the
formation of a Creditor Trust that will take title to and
liquidate substantially all of the Debtor's property shortly after
the Effective Date of the Plan, including, but not limited to,
Cash, real estate, furniture, fixtures, investments, accounts,
equipment, any other tangible or intangible personal property,
Causes of Action, and any and all proceeds of the foregoing.  The
Creditor Trust will be charged with liquidating said assets and
paying Allowed Claims pursuant to the Plan.  The Debtor's existing
Equity Securities will be canceled under the Plan, and the
Debtor's Equity Security Holders will receive no distributions on
account of their existing Interests in the Debtor.

A copy of the Disclosure Statement with respect to the Debtor's
First Amended Joint Plan of Liquidation is available for free at:

    http://bankrupt.com/misc/midwestbanc.DS.1stAmendedPlan.pdf

Midwest Banc Holdings is the holding company for Midwest Bank and
Trust Company.  The bank became subject to FDIC receivership in
May 2010.

Midwest Banc Holdings filed for Chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-37319) in Chicago on August 20, 2010.  Hinshaw &
Culbertson serves as bankruptcy counsel to the Debtor.  Midwest
Banc disclosed assets of $9,690,937 and debts of $144,746,169 as
of the bankruptcy filing.


MOLECULAR INSIGHT: Savitr Capital Owns 10.85% of Common Stock
-------------------------------------------------------------
In a regulatory filing Monday, Savitr Capital, LLC, Beaver Creek
Fund, LTD, Beaver Creek Intermediate Fund, LTD, and Andrew Midler,
disclose that as of March 2, 2011, they may be deemed to
beneficially own 2,664,563 shares, representing 10.85% of
Molecular Insight Pharmaceuticals, Inc.'s common stock.

The percentage ownership is based on 25,268,327 shares outstanding
as of Nov. 4, 2009.

A complete text of the SC 13G/A is available for free at:

                       http://is.gd/1UHk2g

                     About Molecular Insight

Cambridge, Massachusetts-based Molecular Insight Pharmaceuticals,
Inc., is a clinical-stage biopharmaceutical company that provides
services on the detection and treatment of various forms of cancer
and other life-threatening diseases.  The Debtor disclosed
$36,453,000 in total assets and $198,829,000 in total debts as of
Sept. 30, 2010.

Molecular Insight filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-23355) on Dec. 9, 2010.  Kramer
Levin Naftalis & Franklin LLP serves as the Debtor's lead
bankruptcy counsel.  Alan L. Braunstein, Esq., at Riemer &
Braunstein, LLP, serves as the Debtor's local Massachusetts
counsel.  Foley & Lardner LLP is the Debtor's special counsel.
Tatum LLC, a division of SFN Professional Services LLC, is the
Debtor's financial consultant.  Omni Management Group, LLC, is the
claims, and balloting agent.


MONEYGRAM INTERNATIONAL: S&P Raises Counterparty Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its long-
term counterparty credit rating on MoneyGram International to
'BB-' from 'B+'.  The outlook is stable.  S&P also assigned a
'BB-' issue rating to MoneyGram's announced $540 million senior
secured credit facility, consisting of a $390 million 6.5-year
term loan B and a $150 million five-year revolver.  The senior
credit facilities will be issued by MoneyGram Payment Systems
Worldwide Inc.--an intermediate holding company--and guaranteed
by MoneyGram.

"The rating action reflects the reduced leverage and extended debt
maturity profile that S&P expects to result from MoneyGram's
announced recapitalization and refinancing," said Standard &
Poor's credit analyst Rian M. Pressman, CFA.  On March 8, 2011,
MoneyGram reached an agreement with Thomas H. Lee Partners and
Goldman Sachs that will result in the conversion of their
preferred shares into common stock and common stock equivalents.
(Goldman will convert its preferred shares into shares of Series D
participating convertible preferred stock, a nonvoting equivalent
to common stock.)  Additional consideration of $327.5 million will
also be paid to preferred shareholders, including $218.3 million
in cash and $109.2 million in common stock and common stock
equivalents.  In conjunction with the agreement, MoneyGram will
refinance its existing senior credit facilities and replace them
with a new $540 million senior secured credit facility.

Heretofore, S&P's assessment of MoneyGram's leverage had been
driven by S&P's treatment of the preferred shares as equivalent to
debt.  Following the recapitalization, S&P expects the company's
leverage to decline materially.  At year-end 2010, MoneyGram's
reported ratio of debt to adjusted EBITDA was a high 6.4x.  Post-
recapitalization, pro-forma leverage would be 3.5x, appropriate
for the 'BB-' long-term counterparty credit rating.  (The new
$150 million revolving credit facility is assumed to be undrawn at
funding.) In addition, senior debt maturities will be extended to
2016 (for the revolving credit facility) and 2017 (for the term
loan B), versus current senior debt maturities in 2013.

S&P's ratings on MoneyGram are limited by the company's lack of
business diversification, relatively high agent concentration in
its Global Funds Transfer segment, and exposure to regulatory
risk.

The stable outlook reflects MoneyGram's solid market position
in the money-transfer industry and S&P's expectation that
management's strategic initiatives will continue to strengthen
its franchise and improve financial performance.  S&P could raise
the ratings if MoneyGram continues to reduce leverage.  Positive
ratings movement is limited by MoneyGram's limited business
diversification, relatively high agent concentration in its Global
Funds Transfer segment, and exposure to regulatory risk.  S&P
could lower the ratings if financial performance deteriorates,
weakening leverage.


MORGANS HOTEL: Two Directors Disclose Shares/Warrants Ownership
---------------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission, Ronald W. Burkle, a director at Morgans Hotel Group
Co., disclosed that he has warrant to buy 12,500,000 shares of
common stock of the Company.

In a separate filing, Jason Taubman Kalisman, a director at the
Company, disclosed that he beneficially owns 4,500,000 shares of
common stock of the Company.  OTK Associates, LLC is the
beneficial owner of 4,500,000 shares of common stock in Morgans
Hotel Group Co.  Mr. Kalisman, who owns an indirect interest in
OTK, disclaims beneficial ownership of the reported securities
except to the extent of his indirect pecuniary interest therein.

                     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.


MORRIS PUBLISHING: Bankr. Courts Are Not 'Complaint Departments'
----------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
in the Chapter 11 case of Morris Publishing Group LLC, two
individuals calling themselves "local community activists" filed a
motion to intervene and express how they were "horrified" by the
decline in the quality and quantity of the paper's news coverage.

According to a March 28 opinion by U.S. District Judge J. Randal
Hall in Augusta, Georgia, the bankruptcy courts are "not to be
utilized as corporate complaint departments or as public square
soapboxes."  Judge Hall affirmed a ruling by the bankruptcy court
that the two didn't have standing to appear in the case.  Judge
Hall noted that the two individuals had no claims being adversely
affected by the reorganization plan.  Judge Hall ruled that
sanctions for a frivolous appeal were proper against one of the
individuals who was a disbarred lawyer.  He declined to impose
sanctions against the other who was a "pro se litigant."

The case is Seraphin v. Morris Publishing Group LLC (In re Morris
Publishing Group LLC), 10-00056 (S.D. Ga.).

                    About Morris Publishing

Augusta, Ga.-based Morris Publishing Group, LLC, owns and operates
13 daily newspapers as well as non-daily newspapers, city
magazines and free community publications in the Southeast,
Midwest, Southwest and Alaska.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Ga. Case No. 10-10134) on Jan. 19, 2010.  James T. Wilson,
Jr., Esq., who has an office in Augusta, Ga., is the Debtor's
co-counsel.  Lazard Ltd. is the Debtor's financial advisor, while
Kurtzman Carson Consultants is its claims agent.  The Company
estimated $100 million to $500 million in assets and liabilities
as of the Chapter 11 filing.

On Jan. 19, 2010, the Debtors filed their joint prepackaged plan
of reorganization pursuant to Chapter 11 of the Bankruptcy Code.
The Plan was confirmed by the Bankruptcy Court on Feb. 17, 2010.
The Debtors emerged from bankruptcy on March 1, 2010.


MTPCS HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' corporate credit rating to Wayne, Pa.-based MTPCS
Holdings LLC (d/b/a Cellular One).  The outlook is stable.

S&P also assigned its preliminary 'B' issue-level rating and
preliminary '3' recovery rating to the company's proposed
$205 million senior secured credit facility, consisting of a
$200 million term loan B due 2018 and a $5 million revolver due
2016.  The preliminary recovery rating of '3' indicates S&P's
expectation for meaningful (50%-70%) recovery in the event of
default.

Cellular One plans to use the proceeds to repay its existing
senior debt, redeem $53.3 million of preferred equity, and
subordinated notes, fund a $50.3 million dividend to shareholders,
and cover related fees.  S&P expects to assign final ratings upon
closing of the proposed transaction and S&P's review of final
documentation.

"The preliminary ratings on regional wireless phone provider
Cellular One reflect an aggressive financial risk profile, in
S&P's view," said Standard & Poor's credit analyst Michael Senno,
"and its vulnerable business risk profile given the company's
limited scale and minimal geographic diversity." The business risk
assessment also considers the potential for increased competition
from larger, better capitalized national wireless providers, the
company's high reliance on roaming revenue, and recent elevated
customer churn rates.  S&P's expectation for modest free operating
cash flow generation and favorable wireless industry trends,
including increasing smartphone penetration and the potential for
additional revenue from data usage, partially offset these risks.


NATIONAL AUTOMATION: Settles Pending Lawsuits With Intecon, et al
-----------------------------------------------------------------
National Automation Services, Inc., together with Intecon, Inc.,
Intuitive Systems Solutions, Inc., have settled all pending
litigation and mutually agreed to end and drop all claims between
them and Trafalgar Capital Specialized Investment Fund,
Luxembourg, Trafalgar Capital Sarl, Trafalgar Capital Advisors
regarding all debt, equity and financing agreements and any and
all existing liens, covenants, conditions and encumbrances between
National Automation Services, Inc. and Trafalgar Capital.

Under the terms of the settlement, NAS will remove all Trafalgar
debt from its books and all liens on its assets shall be released
in consideration for a payment of $300,000 dollars in cash, a
promissory note for $200,000 dollars and approximately seven
million shares of restricted NAS stock to Trafalgar Capital.

Additionally, NAS' auditors and staff have been diligently working
on completion of the third quarter review and expect to have the
financials posted to the SEC on the week of March 28th, 2011.
This will bring NAS' filings current with all reporting
requirements.

In a statement released today, Bob Chance, CEO of National
Automation Services said, "We are very pleased after two years, to
have reached an agreeable settlement with Trafalgar and can now
move forward with complete focus on our business plan."

                     About National Automation

Based in Henderson, Nev., National Automation Services, Inc.
(Pinksheets: NASV) -- http://www.nasautomation.com/-- is a Nevada
corporation which, through subsidiaries based in Nevada and
Arizona, designs, produces, installs and, to a significantly
lesser extent, services specialized mechanical and electronic
automation systems built to operate and control machinery and
processes with a minimum of human intervention.  Historically, the
Company has performed its work on projects located in the
Southwestern United States.

National Automation last filed financial statements with the U.S.
Securities and Exchange Commission in August 2010, which was for
the quarter ended June 30, 2010.

The Company's balance sheet at June 30, 2010, showed $1.1 million
in total assets, $6.1 million in total liabilities, and a
stockholders' deficit of $5.0 million.

As reported by the TCR on Sept. 9, 2010, Lynda R. Keeton CPA, LLC,
in Henderson, Nev., expressed substantial doubt about the
Company's ability to continue as a going concern, following its
fiscal 2009 results.  The independent auditors noted that the
Company has working capital deficiencies and continued net losses.
The Company has an accumulated deficit of $14.4 million and a
working capital deficiency of $5.2 million at June 30, 2010.


NAVIOS SOUTH: S&P Assigns 'B+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Rating Services said that it assigned a 'B+'
corporate credit rating to Marshall Islands-based Navios South
American Logistics Inc.  The outlook is stable.  At the same time,
S&P assigned a 'B+' senior unsecured rating to the company's
proposed up to $185 million 144/A bond.

"The ratings on NSA reflect the combination of a weak business
risk profile and an aggressive financial risk profile," said
Standard & Poor's credit analyst Diego Ocampo.  NSA's weak
business risk profile reflects its operations that are exposed to
risky jurisdictions such as Argentina (B/Stable/B); Paraguay
(B+/Positive/B), and Uruguay (BB/Stable/B).  Furthermore, the lack
of specific supranational regulation for the river system
Hidrovia, in S&P's opinion, raises uncertainties on long-term
market dynamics.  Counterbalancing these factors are NSA's
relatively large share of contracted revenues for 2011 and 2012
(approximately 50%), its ability to adjust tariff rates to pass
along bunker cost increases, and that the company partially hedges
its river operations against the risk of low waters, given the
existence of clauses that allow the company to charge a minimum
fee when the river isn't navigable.  The clauses often result in
lower profitability than industry peers but add stability to
profit and cash flows.

A bold investment plan for 2011 and 2012 that is likely to turn
free cash generation negative constrains NSA's aggressive
financial risk profile.  A relatively good capacity to generate
operating cash, moderate debt levels, negligible dividends, and an
adequate liquidity position offset these factors.

NSA is a one-stop logistics business that covers port and storage
services in Uruguay and Paraguay (53% of EBITDA in fiscal 2010);
a cabotage transportation business mainly on the coasts of
Argentina, which transports refined oil and oil-related products
such as liquefied petroleum gas (31% of EBITDA in fiscal 2010);
and a river transport operation in Hidrovia, mainly of iron ore
and fuel.

Although credit measures are better than S&P's indicative
guidelines for the aggressive financial risk profile (with
debt to EBITDA, funds from operations to debt, and debt to
total capitalization of 3.7x, 18%, and 32.7%, respectively) in
fiscal 2010, the strength and, hence, S&P's assessment, of NSA's
financial risk profile is constrained by the company's fairly low
absolute EBITDA and cash flow amounts, which make it susceptible
to underperformance against S&P's base-case forecasts.

The stable outlook reflects S&P's expectation that NSA will
continue to show some inherent resilience over industry
competitors and more stable cash flow dynamics.  S&P also
expects each business to contribute and overall EBITDA to be
balanced at 30% to 35% by year-end 2011.  S&P assume NSA will
maintain adequate cash levels through the cycle, in excess of its
operating needs, which S&P estimate at about $15 million.  S&P may
lower the ratings if the company's leverage deteriorates and gross
debt-to-EBITDA ratios persistently exceed 4x.  Upward potential is
limited due to NSA's relatively small scale and its geographic
concentration in speculative-grade countries.


NEW STREAM: To Face Opposition at Today's DIP Loan Hearing
----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
New Stream Capital LLC will face opposition at the April 1 hearing
for final approval of $56.8 million in financing.  The loan
includes $15 million of new advances and the conversion of
$41.8 million of pre-bankruptcy debt into an obligation of the
Chapter 11 case.  The objection was lodged by creditors of New
Stream's U.S. and Cayman Islands funds, which say they invested
more than $90 million.  The objecting investors contend that the
financing is a "sub rosa plan" that controls the outcome of the
restructuring.  They argued that the financing will make any other
reorganization "all but impossible."  The financing will be used
to pay premiums on New Stream's portfolio of life-insurance
policies.  The lender is an affiliate of McKinsey & Co., which is
under contract to buy the portfolio for $127.5 million.  Before
bankruptcy, the lender advanced $41.8 million on a secured basis
for the payment of policy premiums.

                          About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three new stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.


NNN 2400: Lender Wants Case Dismissed Due to Bad Faith Filing
-------------------------------------------------------------
Lender MLMT 2005-CIP1 West Marshall Drive, LLC, asks the
Bankruptcy Court to dismiss the chapter 11 bankruptcy case of NNN
2400 West Marshall 19, LLC.

MLMT 2005-CIP1 asserts that it has valid, perfected, enforceable
and non-avoidable priority liens and mortgages upon, and security
interests in, the Lockheed Martin Office/Tech Center owned by the
Debtor.

MLMT 2005-CIP1 calls the Debtor's case a classic "bad faith"
filing and should be dismissed.  MLMT 2005-CIP1 said the case was
initiated in bad faith for the sole, premeditated purpose of
forestalling the Lender's legal right of foreclosure on the deed
of trust securing the Lender's interests.  The Lender asserts its
collateral comprises the whole of the Debtor's estate, there is no
estate property to administer to creditors and the Debtor has no
possibility of reorganization.

MLMT 2005-CIP1 also point out that, based on a review of the
Debtor's schedules, its sole asset is a de minimis 6.375% tenant-
in-common ownership interest in the Property.  Furthermore, the
Debtor is a mere holding company with no employees, no historical
or current business operations and no current cash flow that does
not constitute the Lender's cash collateral.  The Debtor's lack of
assets, business operations and current cash flow rendered its
case administratively insolvent from the moment it was filed.

MLMT 2005-CIP1 is represented by:

          Charles R. Gibbs, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP
          1700 Pacific Avenue, Suite 4100
          Dallas, TX 75201
          Telephone: 214-969-2800
          Facsimile: 214-969-4343
          E-mail: cgibbs@akingump.com

               - and -

          Christina M. Padien, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP
          2029 Century Park East, Suite 2400
          Los Angeles, CA 90067
          Telephone: 310-229-1000
          Facsimile: 310-229-1001
          E-mail: cpadien@akingump.com

The Court will hold a hearing on the Lender's request on April 28,
2011, at 3:00 p.m. (Pacific time), in San Diego.

NNN 2400 West Marshall 19, LLC, filed for Chapter 11 bankruptcy
(Bankr. S.D. Calif. Case No. 11-01454) on Jan. 31, 2011.  Its
primary, if not sole, asset is an undivided 6.375% tenant-in-
common interest in real and personal property, known as Lockheed
Martin Office/Tech Center, located at 2400 West Marshall Drive, in
Grand Prairie, Texas.  The sole tenant of the Property, Lockheed
Martin Corporation, has a leasehold interest with a three-month
cancellation provision.  In its schedules, the Debtor listed
$11 million in total assets consisting of the TIC; and
$6.875 million in total liabilities.  Darvy Mack Cohan, Esq. --
dmc@cohanlaw.com -- serves as the Debtor's bankruptcy counsel.


NO FEAR: Reiterates Need for Bankruptcy Financing
-------------------------------------------------
Dow Jones' DBR Small Cap reports that No Fear Retail Stores Inc.
says it's desperate to restock bare retail shelves with the
brand's edgy "attitudewear" before the summer spending season, and
it's asking a California bankruptcy judge for permission to use a
$3 million bankruptcy loan to buy more inventory for its 41 West
Coast stores.  The company said that without the loan, it could
miss out on crucial sales revenue that would prevent it from
liquidating entirely.

"The economic environment for specialty retailers is fragile," the
company said Wednesday in documents filed with the U.S. Bankruptcy
Court in San Diego, according to DBR.  "Without the ability to
continue its store operations, and demonstrate a certain level
of business sustainability, it is unlikely that the debtors could
. . . offer anything more than simply a licensing opportunity,
whose trade mark and intellectual property values will also be
impacted by a protracted and prolonged stay in bankruptcy."

Hilco Brands LLC and Infinity FS Brands are providing the loan.

As reported by the Troubled Company Reporter on March 30, 2011,
Dow Jones' DBR Small Cap said a group of creditors has raised
concerns about No Fear's $3 million bankruptcy loan, saying it has
a better offer from a rival lender. According to DBR, the official
committee of unsecured creditors called the loan "extremely
expensive on every possible level" and questioned whether the loan
would provide No Fear's operations with "any meaningful
liquidity."

                      About No Fear Retail

Carlsbad, California-based No Fear Retail Stores, Inc., is a
retailer of action, sports, and casual youth lifestyle apparel and
accessories, targeting young adults and teens. It operates 41
retail locations in California, Oregon, Arizona, Florida, Nevada,
North Carolina, and Texas.

No Fear filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Calif. Case No. 11-02896) on Feb. 24, 2011.  David S. Kupetz,
Esq., at Sulmeyer, Kupetz, A Professional Corp, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.

Affiliates No Fear MX, Inc. (Bankr. S.D. Calif. Case No. 11-02897)
and Simo Holdings, Inc. (Bankr. S.D. Calif. Case No. 11-02898)
filed separate Chapter 11 petitions on Feb. 24, 2011.

As reported by the Troubled Company Reporter on March 25, 2011,
Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed
three creditors to serve on the Creditors Committee.


NORTEL NETWORKS: U.K. Regulators Violated U.S. Automatic Stay
-------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
U.S. District Judge Leonard P. Stark in Delaware ruled on March 29
that proceedings by U.K. pension regulators to force contributions
to underfunded pension plans violated the automatic stay.  The
U.K. pension administrator for Nortel Networks Inc. was appealing
a February 2010 ruling by a bankruptcy judge in Delaware.  Judge
Stark referred the appeal to Magistrate Judge Mary Thynge who
issued a recommendation August that the ruling by the bankruptcy
judge be affirmed.  Finding no fault with the recommendation of
the magistrate judge, Judge Stark upheld the bankruptcy court's
ruling.

Mr. Rochelle recounts that the trustee for Nortel's U.K. pension
plan filed a proof of claim in the U.S. bankruptcy court saying
the company could be liable for as much as $3.1 billion in
underfunding.  Later, the pension trustee began proceedings in the
U.K. that could have resulted in orders requiring further
contributions to the pension plan.

Nortel, according to Mr. Rochelle's report, prevailed on the
bankruptcy judge to issue an order halting the U.K. proceeding for
being in violation of the automatic stay arising from a provision
in bankruptcy law stopping actions by creditors outside the
bankruptcy court.  In her recommendation in August, Magistrate
Judge Thynge said that the foreign pension trustee submitted to
jurisdiction in the bankruptcy court by filing a proof of claim.
She found that the actions by the pension regulators weren't an
exercise of police or regulatory powers that would have been
exempted from the automatic stay.

The ruling by the district judge is Trustees of Nortel Networks
U.K. Pension Plan v. Nortel Networks Inc. (In re Nortel Networks
Inc.), 10-230, U.S. District Court, District of Delaware
(Wilmington). The opinion by the magistrate judge is Trustees of
Nortel Networks U.K. Pension Plan v. Nortel Networks Inc. (In re
Nortel Networks Inc.), 10-230, in the same court.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On Dec. 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NOVA CHEMICALS: S&P Raises Corporate Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on NOVA Chemicals Corp. to 'BB-' from 'B+'.  The
outlook is stable.

At the same time, S&P raised its issue-level rating on NOVA
Chemicals' unsecured secured debt to 'BB-' from 'B+'.  The '4'
recovery rating on the debt is unchanged, indicating average (30%-
50%) recovery in the event of default.

"The upgrade reflects S&P's view of the company's debt reduction
and strong cash flow generation in 2010," said Standard & Poor's
credit analyst Jatinder Mall.

The ratings on NOVA Chemicals reflect what Standard & Poor's views
as the company's exposure to volatile commodity chemicals, limited
operational diversity, and concerns about declining ethane volume
at the Joffre, Alta., plant.  These weaknesses are counterbalanced
in S&P's opinion by NOVA Chemicals' cost-competitive
olefins/polyolefins business, which generates good cash flow
through the cycle; improving leverage; and parental support from
International Petroleum Investment Co. (AA/Stable/A-1+).

NOVA Chemicals produces commodity chemicals and plastics used in
consumer, industrial, and packaging products.  The company has an
annual production capacity of 6,600 million pounds of ethylene and
3,620 million pounds of polyethylene.  It also produces a small
amount of performance styrenics, which includes expandable
polystyrene and styrenic polymer performance products.  Earlier
this year, Nova Chemicals sold its 50% interest in the styrenics
business to its joint venture partner, Ineos Nova.

The stable outlook reflects Standard & Poor's view of NOVA
Chemicals' improved financial performance and the parental support
S&P believes IPIC will provide.  Although credit metrics have
improved, S&P remains cautious given the inherent volatility in
demand and prices for the company's product.  S&P believes credit
metrics can quickly change as seen in 2008-2009 and, as such, the
stable outlook takes into account a through-the-cycle EBITDA.
However, S&P could lower the ratings on the company if market
conditions quickly deteriorate due to an economic slowdown, if the
Joffre plant production reduces significantly due to lower ethane
supply, or if S&P views that IPIC has changed its parental support
or financial policy toward NOVA Chemicals.  Given the reliance on
a key facility for the majority of cash flows and volatility in
cash flows, an upgrade would require the company to have adjusted
debt of below US$2 billion with through-the-cycle EBITDA of
US$400 million-US$500 million, leading to sustained leverage of
about 3.5x-4.0x.  Furthermore, S&P could upgrade the company if
S&P views concrete evidence of additional parental support
including operational integration into IPIC's portfolio of
chemical assets.


OPPENHEIMER HOLDINGS: Moody's Affirms 'B2' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 long-term corporate
family rating of Oppenheimer Holdings, Inc.  The outlook remains
stable as Oppenheimer is proposing to issue $200 million of Senior
Secured Notes (assigned senior secured rating of B2).

Oppenheimer is refinancing $100 million of subordinated notes and
$22.5 million of senior secured bank notes (rated B2), and will
use the remaining proceeds for general corporate purposes.  The
Senior Secured Notes will be guaranteed by E.A. Viner
International Company and Viner Finance Inc., wholly owned
subsidiaries of Oppenheimer Holding, Inc.

Oppenheimer is a recognized retail brokerage brand name with a
footprint of 96 offices and 1,430 brokers.  The company has
experienced improved financial performance and the retail
brokerage business has been augmented by asset management and
capital markets segments, that were acquired from CIBC in fiscal
2008.  These business additions have diversified the firm's
revenue and income.  However, Moody's notes that Oppenheimer's
pre-tax margins lag behind industry leaders that enjoy greater
scale and wider product sets.

Oppenheimer has been the subject of several regulatory compliance
actions that has raised Moody's concerns about the firm's overall
control environment.  Oppenheimer's Auction Rate Securities (ARS)
settlements with the Massachusetts Securities Division and the New
York Attorney General reached last year reduces the risk of
substantial losses or sanctions against the company.  Oppenheimer
has created several senior level risk management and control
committees that are intended to improve the company's operating
controls and compliance "The presence or absence of new regulatory
issues and ARS litigation resolution will be important rating
drivers in the future," Moody's said.

Factors that could change the rating up include 1) significant
declines in retail and qualified institutional buyers ARS exposure
through an acceleration of redemptions, 2) proven effectiveness of
the enhanced risk governance infrastructure, and 3) sustainable
improvement of the pretax margin percentage into the mid-teens
combined with reduced leverage.

Factors that could change the rating down include 1) increased ARS
litigation exposure related to negative resolutions with retail
and qualified institutional buyers, and 2) significant new
regulatory issues.

Oppenheimer Holdings, Inc., is a U.S. holding company that
operates a regulated U.S. broker-dealer and reported net income of
$38 million in 2010.


OPPENHEIMER HOLDINGS: S&P Assigns 'B+' Counterparty Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
long-term counterparty credit rating to Oppenheimer Holdings Inc.
The outlook is stable.  At the same time, S&P rated Oppenheimer's
proposed senior secured notes 'B+'.

S&P's ratings on Oppenheimer Holdings Inc. are based on the
company's weak financial profile due to its low profitability,
modest interest coverage for its rating category, and high
leverage metrics.  The ratings also consider the company's low on-
balance-sheet liquidity and narrow funding base and its key-man
risk.  Oppenheimer's diversified business model and adequate
capital base partially offset these limitations.

Oppenheimer operates in three different business segments: private
client, asset management, and capital markets.  Although the firm
provides retail brokerage services to high-net-worth clients
through its 96 offices and 1,430 financial advisors, it also has a
small but growing asset-management segment that offers both third-
party managed and firm-sponsored investment alternatives to its
private clients.  In addition, Oppenheimer's capital-markets
division targets emerging growth and middle-market companies.  S&P
view the company's business model and revenue sources as
adequately diversified.

The stable outlook reflects S&P's expectation that the company
will continue to grow and diversify its business model while
maintaining adequate capital levels.  S&P could raise the ratings
if the company improves its profitability significantly, resulting
in enhanced coverage and improved leverage metrics.  Conversely,
S&P could lower the ratings if the company's profitability metrics
fall, if its capital adequacy deteriorates, or if leverage levels
increase significantly.


OZBURN-HESSEY HOLDING: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed the ratings on
Ozburn-Hessey Holding Co. LLC, including the 'B' long-term
corporate credit rating.  S&P also revised the outlook to stable
from negative.

Standard & Poor's ratings on OHL reflect its competitive end
markets, high debt leverage, and aggressive acquisition strategy.
Stable near- to intermediate-term industry fundamentals, the
company's nationwide presence, and good technological capabilities
partly offset these factors.  OHL offers various third-party
logistics services, including warehousing (about 37% of 2010 gross
revenues), domestic transportation (27%), and global freight
management and logistics (36%).  S&P characterizes OHL's business
profile as weak, its financial profile as highly leveraged, and
its liquidity as adequate.  In the near term, S&P expects OHL to
generate a ratio of funds from operations to total debt in the mid
to high teens percentage area.

OHL developed its current suite of logistics services through a
series of acquisitions.  "Because of its acquisition history and
private ownership structure, OHL is highly leveraged, with limited
financing sources," said Standard & Poor's credit analyst Anita
Ogbara.

"S&P expects demand for domestic third-party logistics to remain
healthy over the near term, given good industry fundamentals,"
said Ms. Ogbara.  "S&P could lower the ratings if OHL's access to
liquidity becomes constrained under its current covenants or if
FFO to total debt consistently falls into the high-single-digits
percent range.  Alternatively, S&P could raise the ratings if
earnings improve and credit measures strengthen, resulting in FFO
to total debt consistently approaching 20%."


PLATINUM STUDIOS: Delays Filing of Annual Report
------------------------------------------------
Platinum Studios, Inc., notified the U.S. Securities and Exchange
Commission that it is in the process of compiling information for
the year ended Dec. 31, 2010 for the Form 10-K, all of which
information has not yet been received.

                      About Platinum Studios

Los Angeles, Calif.-based Platinum Studios, Inc., controls a
library consisting of more than 5,000 characters and is engaged
principally as a comics-based entertainment company adapting
characters and storylines for production in film, television,
publishing and all other media.

The Company's balance sheet as of Sept. 30, 2010, showed
$15.90 million in total assets, $24.48 million in total
liabilities, and a stockholders' deficit of $8.58 million.
Accumulated deficit was $25.80 million at Sept. 30, 2010.

HJ Associates & Consultants, LLP, in Salt Lake City, Utah,
expressed substantial doubt about Platinum Studios, Inc.'s ability
to continue as a going concern, following the Company's 2009
results.  The independent auditors noted that the Company has
suffered recurring losses from operations which have resulted in
an accumulated deficit.


POMPANO CREEK: Court Rejects Hiring of Bangor as Bankr. Counsel
---------------------------------------------------------------
According to information on the case docket of Pompano Creek
Associates, the Law Office of Loretta Bangor has been terminated
as bankruptcy counsel for the Debtor, effective March 16, 2011.

Judge John K. Olson on March 16 entered an order denying the
Debtor's application to employ the Bangor firm.  According to the
case docket, the Debtor had to file the employment application
twice.

The Bangor firm may be reached at:

          Loretta Bangor, Esq.
          433 Plaza Real # 275
          Boca Raton, FL
          Tel: (561) 962-4178
          E-mail: loribangor@aol.com

Pompano Creek Associates, LLC, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 11-11989) on Jan. 26, 2011, Judge
John K. Olson presiding.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


POMPANO CREEK: Court Delays Ruling on Bid to Hire Accountant
------------------------------------------------------------
Judge John K. Olson scheduled a second hearing to consider the
request of Pompano Creek Associates to hire Grant Clowery as its
accountants.

Pursuant to the case docket, a hearing was conducted on March 15
at 10:00 a.m. on the Debtor's request.  The Court explicitly
instructed Loretta Bangor, Esq., who acted as the Debtor's
counsel, to submit a proposed order providing that the accountant
would only be paid upon properly filed and approved fee
applications.  The proposed order Ms. Bangor submitted on March 16
instead provided that, " . . . the debtor in possession is
authorized to employ Grant Clowery to act as accountant on behalf
of the Debtor in Possession and to pay him his regular hourly wage
for services performed on debtors behalf."

Pursuant to the case docket, Judge Olson determined to conduct a
second hearing, and Ms. Bangor will be expected to explain why she
submitted a proposed order which directly contradicted the Court's
ruling at the March 15 hearing.  The second hearing is scheduled
for April 11, 2011 at 01:30 p.m. in Fort Lauderdale, Florida.

According to the Debtor's application, to the best of the Debtor's
knowledge, the accountant has no connection with the creditors or
other parties in interest or their attorneys.  The Debtor also
noted that Grant Clowery has been its accountant since its
inception in 2006, and is most familiar with the Debtor's business
records.  As of the Petition Date, the Debtor does not owe Grant
Clowery any outstanding amount.

The Debtor's agreement with Grant Clowery provides that the firm
will be paid at $350 per hour to be invoiced upon completion of
any particular assignment.

Pompano Creek Associates, LLC, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 11-11989) on Jan. 26, 2011, Judge
John K. Olson presiding.  The Debtor estimated its assets at
$10 million to $50 million and debts at $1 million to $10 million.


PRIMUS TELECOMMUNICATIONS: S&P Retains Neg. Watch on 'B' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' issue-
level rating on McLean, Va.-based Primus Telecommunications
Inc.'s $130 million 13% senior secured notes due 2016
remains on CreditWatch with negative implications.  The
senior secured debt includes $85 million notes issued by
Primus Telecommunications Holding Inc. and $45 million notes
issued by Primus Telecommunications Canada Inc.  While Primus
has withdrawn the debt exchange offers that precipitated the
original CreditWatch listing, S&P believes the company might
pursue an alternative refinancing plan that could impair
recovery prospects for those notes, and therefore lead to a
downgrade on that issue.

At the same time, S&P is withdrawing the 'B-' rating on the
$240 million senior secured notes due 2019 that were to be
issued in conjunction with the contemplated exchange offer.
Other ratings on Primus, a facilities-based global communications
services provider, including the 'B-' corporate credit rating,
are not on CreditWatch and remain unchanged.

The issue-level rating on the 13% senior secured notes due 2016
was placed on CreditWatch with negative implications on Feb. 11,
2011, following Primus' offer to exchange new secured notes for
the 13% notes as well as most of its 14.25% senior subordinated
secured notes due 2013.  Reduction of the outstanding 14.25% notes
is key as the 2016 maturity on the 13% notes will accelerate to
May 2013 if any of the 14.25% notes remain outstanding at that
time.  The exchange offers required two-thirds approval of 13%
noteholders to an indenture amendment, including elimination of
the collateral securing the 13% notes.  The Feb. 11 CreditWatch
indicated that if the exchange offer were consummated, S&P
expected to lower the rating on the 13% notes that were not
exchanged to 'CCC+' from 'B', reflecting the loss of collateral.
Further, S&P expected to revise the recovery rating on any
remaining 13% notes to '5' from '2'.  The '5' recovery rating
indicates S&P's expectations for only modest (10%-30%) recovery
in the event of payment default.

On March 24, 2011, Primus announced that it had terminated its
exchange offers.  S&P is maintaining the 13% notes on CreditWatch
Negative as Primus had earlier indicated that if the exchange
offer were not consummated, it might issue additional 13% secured
notes to fund the repayment of the 14.25% notes outstanding.
Depending on the size of a potential issuance of additional 13%
notes, the resulting dilution of the collateral pool could weaken
recovery prospects (currently '2', indicating expectations for
substantial [70%-90%] recovery) and lead to a downgrade on the
$130 million of existing 13%.  However, even if Primus were to
increase the 13% note tranche by an amount sufficient to redeem
all of the $90 million outstanding senior subordinated notes
due 2016 (pro forma for the scheduled April 15 redemption of
$24 million of the issue) for cash, S&P does not anticipate
lowering the 'B' issue-level rating on the 13% notes more than
one notch.

                           Ratings List

              Primus Telecommunications Group Inc.

         Corporate Credit Rating          B-/Stable/--

             Ratings Remain On CreditWatch Negative

              Primus Telecommunications Holding Inc.

                         Senior Secured

           $85 mil nts due 2016            B/Watch Neg
            Recovery Rating                2

              Primus Telecommunications Canada Inc

                         Senior Secured

           $45 mil nts due 2016            B/Watch Neg
            Recovery Rating                2


PRISZM LP: Files for Bankruptcy Protection in Canada
----------------------------------------------------
Yum! Restaurants Canada, franchisor of the KFC, Taco Bell and
Pizza Hut brands in Canada, is reassuring Canadians that the
brands are open for business and will continue to serve up world-
famous KFC chicken, Pizza Hut pizzas, pasta, WingStreet wings and
Taco Bell's delicious Mexican-inspired fare throughout the
restructuring of Priszm, LP's business.

"The CCAA filing and sale process that Priszm has embarked upon
creates an opportunity to restructure the KFC, Taco Bell and Pizza
Hut businesses that Priszm currently operates for future growth
and investment," says Yum! Restaurants International, Canada GM
Sabir Sami.

"Throughout the world, all three brands are strong and that
includes Canada, where we have a committed team of restaurant
operators, dedicated store-level teams, loyal customers and a lot
of innovation and excitement in store for 2011," says Sami. "We
are pleased - for our customers in Canada and for our team of
restaurant associates - that the restaurants continue to be open
and operating during this process."

"KFC has been a strong brand in Canada for more than 50 years -
ever since Colonel Sanders opened the very first restaurant in
Calgary in 1953 - and we remain committed to serving thousands of
KFC fans across the country for years to come," confirms Sami.

According to Sami, Priszm operates roughly 430 out of an estimated
37,000 Yum! restaurants worldwide.  Sami says Yum! is committed to
working closely with Priszm during this process.  "The CCAA
process gives Priszm protection to restructure its business and
ultimately, that will be positive for the brands in Canada," he
says.

                      About Yum! Brands, Inc.

YUM! Brands, Inc. -- http://www.yum.com/-- is a quick service
restaurant (QSR) with over 35,000 units in more than 100 countries
and territories.  YUM consists of six operating segments:  KFC-
U.S., Pizza Hut-U.S., Taco Bell-U.S., Long John Silver's-U.S. and
A&W All American Food Restaurants-U.S., YUM Restaurants
International and YUM Restaurants China.  The company develops,
operates, franchises and licenses a worldwide system of
restaurants, which prepare, package and sell a menu of food items.

In Canada, Yum! Restaurants Canada markets the KFC, Taco Bell and
Pizza Hut brands with close to 1,000+ restaurants from coast-to-
coast.

                     About Priszm Income Fund

Priszm Income Fund (TSX: QSR.UN) -- http://www.priszm.com/--
holds approximately a 60% interest in Priszm Limited Partnership,
which owns and operates more than 400 quick service restaurants in
seven provinces across Canada.  The KFC, Taco Bell and Pizza Hut
restaurants under Priszm serve more than one million customers a
week and employ approximately 7,300 people.  Approximately 100
locations are multi-branded, combining two or more of the Fund's
restaurant concepts.


PROTEONOMIX INC: Incurs $3.47 Million Net Loss in 2010
------------------------------------------------------
Proteonomix, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss
applicable to common shares of $3.47 million on $83,321 of sales
for the year ended Dec. 31, 2010, compared with a net loss
applicable to common shares of $3.86 million on $141,647 of sales
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3.65 million
in total assets, $7.09 million in total liabilities and $3.44
million in total stockholders' deficit.

KBL, LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditor noted that the Company has sustained significant operating
losses and is currently in default of its debt instrument and
needs to obtain additional financing or restructure its current
obligations.

During the year ended Dec. 31, 2010, the Company's revenue
generating activities consisting solely of the sperm bank
activities have not produced sufficient funds for profitable
operations and the Company has incurred significant operating
losses since inception.  In view of these matters, realization of
certain of the assets in the accompanying consolidated balance
sheet is dependent upon continued operations, which in turn is
dependent upon the Company's ability to meet its financial
requirements, raise additional financing on acceptable terms, and
the success of future operations.  The Company has recently
established a majority owned subsidiary in XGen Medical, LLC which
will provide a new source of revenue, and continue to develop out
stem cell technology and cosmeceutical product line.  The Company
anticipates revenues to commence by the end of 2011 on these
products.  The Company has have outstanding trade and accrued
payables of $2,952,590 which include accrued salaries due to the
Company's management of $1,362,500.  In addition to these
payables, the Company has outstanding loans from its Senior
Officer's of $1,098,421.

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

                        http://is.gd/S2aV5z

                       About Proteonomix Inc.

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.


PURSELL HOLDINGS: Hires Brown & Ruprecht as Bankr. Counsel
----------------------------------------------------------
Pursell Holdings, LLC, seeks permission from the Bankruptcy Court
to employ as its bankruptcy counsel:

          Frank Wendt, Esq.
          BROWN & RUPRECHT, PC
          911 Main Street, Suite 2300
          Kansas City, MO 64105-5319
          Tel: (816) 292-7000
          Fax: (816) 292-7050
          E-mail: fwendt@brlawkc.com

Brown & Ruprecht was retained by the Debtor on March 9.  Frank
Wendt, Esq., attests that his firm does not hold or represent an
interest adverse to the Debtor's estate and is disinterested, as
that term is defined in 11 U.S.C. Sec. 101(14).

The Debtor paid the firm $26,211 as retainer on the Petition Date.
All future fees and expenses are to be paid by the Debtor.

Since approximately March 9, 2011 and prior to the filing, Brown &
Ruprecht was paid $2,750 for professional services rendered and
for filing fee incurred by Brown & Ruprecht prior to, and in
connection with, the filing of the case.   Brown & Ruprecht is
holding $22,211.00, which remains in the firm's trust account.

Fees will be charged at the hourly rates of Brown & Ruprecht:

          Frank Wendt                     $275
          Partners                               $200-$350
          Associates                               $185
          Paralegals                               $115

It is anticipated that Frank Wendt, a partner, Diane Lewis, as
associate, and Michael Bell, a paralegal, will perform the
services required by the Debtor.

                      About Pursell Holdings

Liberty, Missouri-based Pursell Holdings, LLC, filed for Chapter
11 bankruptcy protection (Bankr. W.D. Mo. Case No. 11-40999) on
March 10, 2011.  Frank Wendt, Esq., Brown & Ruprecht, P.C., serves
as the Debtor's bankruptcy counsel.  In its schedules, the Debtor
listed $12,204,248 in assets and $23,382,741 in debts.  Affiliate
Damon Pursell Construction Company filed a separate Chapter 11
petition on Sept. 15, 2010 (Bankr. W.D. Mo. Case No. 10-44965).


RANDOLPH TOWERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Randolph Towers Cooperative, Inc.
        3902 14th Street, NW
        Washington, DC 20011

Bankruptcy Case No.: 11-00238

Chapter 11 Petition Date: March 29, 2011

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Janet M. Nesse, Esq.
                  STINSON, MORRISON & HECKER LLP
                  1150 18th St., NW, Suite 800
                  Washington, DC 20036
                  Tel: (202) 785-9100
                  E-mail: jnesse@stinson.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Sandra Land, vice president.


RCLC INC: Plan Outline Okayed; Court Sets April 21 Voting Deadline
------------------------------------------------------------------
In a regulatory filing Tuesday, RCLC, Inc., discloses that on
March 24, 2011, the U.S. Bankruptcy Court for the District of New
Jersey entered an order approving the First Amended Disclosure
Statement for its First Amended Joint Plan of Liquidation under
Chapter 11 of the Bankruptcy Code.

Under the provisions of the Joint Plan, the Priority Claims, the
Prepetition Credit Facility Claims, the Getzler Henrich Claim, and
the Other Secured Claims, as those terms are defined in the Joint
Plan, have either been satisfied in full or will be satisfied in
full following the confirmation of the Joint Plan.  Subject to the
requisite approval of holders of the the General Unsecured Claims,
under the Joint Plan, the General Unsecured Claims, will not be
fully satisfied.  If the Joint Plan is approved, as stated in the
Joint Plan, the Company estimates that the General Unsecured
Creditors of the Company will ultimately receive approximately 5%
of the amount of their claims, the General Unsecured Creditors of
RA Liquidating Corp. will receive approximately 44% of their
claims, and the General Unsecured Creditors of RCPC Liquidating
Corp. will receive approximately 29% of the amount of their
claims.

The equity holders of the Company, RAL and RCPC will receive no
distribution under the Joint Plan and their interests will be
canceled upon confirmation of the Joint Plan.

The voting deadline is 5:00 p.m. Pacific Daylight Time on
April 21, 2011.  The Joint Plan will be approved if at least 50%
of the General Unsecured Creditors voting have voted in favor of
the Joint Plan and at least 2/3 of the dollar amount of the claims
of General Unsecured Creditors voting have voted in favor of the
Joint Plan.  The hearing for confirmation of the Joint Plan is
scheduled to commence on April 28, 2011.  Following confirmation
of the Joint Plan, the remaining assets of the Company, RAL and
RCPC will be transferred to a liquidating trust for distribution
in accordance with the Joint Plan.

A complete text of the First Amended Disclosure Statement for the
First Amended Joint Plan of Liquidation of RCLC, Inc., is
available for free at http://is.gd/aFNUp9

                         About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Trenton, New Jersey-based Ronson Aviation, Inc., now known as RA
Liquidating Corp., filed for Chapter 11 protection on Aug. 17,
2010 (Bankr. D. N.J. Case No. 10-35315).  The Debtor estimated its
assets at $10 million to $50 million and its debts at $1 million
to $10 million.  Affiliates RCLC, Inc. (Bankr. D. N.J. Case No.
10-35313), and RCPC Liquidating Corporation (Bankr. D. N.J. Case
No. 10-35318) filed separate Chapter 11 petitions on Aug. 17,
2010, each estimating their assets at $1 million to $10 million
and debts at $1 million to $10 million.  The cases, along with
RCLC, Inc.'s, are jointly administered, with RCLC, Inc., as the
lead case.

Michael D. Sirota, Esq., and David M. Bass, Esq., and Felice R.
Yudkin, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Hackensack, N.J., represent the Debtors as counsel.  Attorneys at
Lowenstein Sandler, PC, represent the Creditors' Committee as
counsel.

The Company's foreign subsidiary, RCC, Inc., formerly known as
Ronson Corporation of Canada Ltd., is not included in the filing.

Upon the closing of the sale of the Company's Aviation Division on
Oct. 15, 2010, the Company ceased to have operations, other
than to effectuate its wind-down and approve its liquidation plan
by the Bankruptcy Court.


REDDY ICE: Avenir Corporation Discloses 4.1% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Avenir Corporation disclosed that it
beneficially owns 942,036 shares of common stock of Reddy Ice
Holdings, Inc., representing 4.1% of the shares outstanding.  As
of Nov. 2, 2010, there were 22,944,084 shares of common stock
outstanding.

                          About Reddy Ice

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name.

                           *     *     *

Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.

As reported by the Troubled Company Reporter on Aug. 17, 2010,
Moody's Investors Service lowered Reddy Ice Holdings' corporate
family and probability-of-default ratings to B3 from B2, and its
$12 million senior discount notes due 2012 to Caa2 from Caa1.
Moody's also lowered the rating on Reddy Ice Corporations' $300
million first lien senior secured notes due 2015 to B2 from B1 and
the $139 million second lien notes due 2015 to Caa2 from Caa1.
The ratings outlook remains negative.  The speculative grade
liquidity rating was affirmed at SGL-3.

The ratings downgrade was prompted by Reddy Ice's elevated
financial leverage through the first half of 2010 due to weaker
than expected operating performance and the expectation that
leverage will remain elevated.  The B3 corporate family rating
considers ongoing operational risks related to weather as well as
increasing acquisition activity.


RS WEST: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------
Debtor: RS West Hollywood, LLC
        1314 Westwood Boulevard, Suite 208
        Los Angeles, CA 90024

Bankruptcy Case No.: 11-23439

Chapter 11 Petition Date: March 29, 2011

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Charles Shamash, Esq.
                  CACERES & SHAMASH LLP
                  8200 Wilshire Blvd Ste 400
                  Beverly Hills, CA 90211
                  Tel: (310) 205-3400
                  Fax: (310) 878-8308
                  E-mail: cs@locs.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 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-23439.pdf

The petition was signed by Yehuda Benezra, designated party.


SAINT VINCENTS: Selling Manhattan Campus to Rudin for $260-Mil.
---------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its Debtor
affiliates seek authority from the U.S. Bankruptcy Court for the
Southern District of New York to enter into an amended and
restated contract of sale for certain real estate and personal
property known as the Manhattan Campus to RSV LLC, an affiliate of
members of the Rudin family, and North Shore-Long Island Jewish
Health Care System for $260 million in cash.

The Debtors also ask approval of the sale free and clear of liens,
claims, encumbrances and other interests, including existing
tenancies and other occupancy rights, pursuant to Sections 105 and
363 of the Bankruptcy Code.  They further ask Judge Morris to
direct occupants under terminated leases to vacate the Property.

Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP,
in New York, asserts that the sale will realize substantial value
for the Property for the benefit of the Debtors and their
creditors, and will help restore healthcare services for thousands
of people in the Greenwich Village community.  He points out that
unlike the original sale contract the proposed offer is not
contingent upon any zoning, landmark or other regulatory
approvals, and it provides for a new community healthcare center
at the O'Toole Building that will be funded and operated by North
Shore-LIJ with a contribution of $10 million from Rudin.

The new offer also eliminates significant potential claims and
risk of litigation against the bankruptcy estates associated with
Rudin's right of first offer and other contractual rights, as set
forth in the original contract, Mr. Eckstein contends.  He adds
that Rudin has also agreed to take on the costs of renovation of
the park on the site of the Property that will provide much needed
open space to the community.

The Purchaser posted a nonrefundable deposit of $22 million upon
signing and the Amended Contract contains an outside date of Sept.
30, 2011, for a closing, Mr. Eckstein reveals.

A copy of the Amended Contract is available for free at:

     http://bankrupt.com/misc/SVCMC_ASaleContract_030911.pdf

The Court will convene a hearing on April 7, 2011, to consider the
request.  Objections were due on March 23.

                      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.


SAN MARCOS: Ch. 11 Halts Trustee Sale; Business as Usual
--------------------------------------------------------
Luci Scott at the Arizona Republic reports that San Marcos Capital
Partners LP's Chapter 11 filing halted a trustee sale that had
been scheduled for March 29.  Business at the hotel will carry on
as usual, and no managers or employees will change, said general
manager Frank Heavlin.

The Arizona Republic relates that financial trouble became evident
in October when the property went into receivership under Kirby
Payne at Smiling Hospitality in Rhode Island.

Ms. Scott, citing papers filed with the court, says the bills owed
creditors are disputed, which nevertheless show a bill of
$2.3 million to APS.  InterContinental Hotel Group is owed $3
million. The bill at Mission Linen Service of Phoenix is $1.4
million, and Phoenix-based Shamrock Foods, $2 million.  Chandler
is owed $318,000 for utilities.  Other creditors and the bills, in
round figures, include Sysco, $1.8 million; Scottsdale-based Lions
Gate Communications, $501,548; Humana, $443,000; GE Capital,
$385,000; Southwest Gas, $289,000; Stern Produce of Phoenix,
$325,000; and Fireman Fund Insurance, $376,000.

San Marcos Capital Partners, LP, owns the Crowne Plaza San Marcos
Golf Resort in downtown Chandler, Arizona.  It filed a Chapter 11
petition (Bankr. D. Ariz. Case No. 11-07144) on March 18, 2011.
Duncan E. Barber, Esq., at Bieging Shapiro & Burrus, LLP, in
Denver, Colorado, serves as counsel to the Debtor.  The Debtor
estimated assets of up to $50,000 and debts of up to $50,000,000
as of the Chapter 11 filing.


SAND HILL: Requests Yet Another Exclusivity Extension
-----------------------------------------------------
Sand Hill Foundation, LLC, Sand Hill Panola SWD #2 LLC and Sand
Hill Panola SWD #5 LLC, filed a motion seeking a fourth extension
of their exclusive periods to file and solicit acceptances of a
bankruptcy plan.

On March 18, Judge Bill Parker issued an order granting the
Debtor's previous extension request.  Pursuant to the order, the
exclusivity period for each Debtor to file its disclosure
statement and plan of reorganization is moved until March 7 and to
obtain acceptance of each Debtor's plan is moved until June 13.

The Fourth Extension Motion, filed March 7, requests an additional
21 days from March 7 until March 28 to file a plan and an
extension of 22 days from June 13 until July 5 to obtain
acceptance of the Plan, all without prejudice to the Debtors
seeking further extensions without exceeding the time limits of 11
U.S.C. Sec. 1121(d)(1)(A).

In their request, the Debtor said they have determined and
negotiated the best means for reorganization and are in the
process of drafting their reorganization plans.  The Debtors
anticipate under the reorganization, all creditors holding allowed
claims will receive all or substantially all of the amount of such
allowed claim.

The Debtors have also reached a  settlement with Bass Drilling,
Inc., the estates' largest contingent creditor.

                       About Sand Hill

Sand Hill Foundation, LLC is an oilfield service and construction
company.  Sand Hill Foundation employs 145 people and owns assets
in the approximate amount of $10,000,000 including numerous
vehicles and equipment pieces of equipment.

Sand Hill Panola SWD #2 LLC owns a saltwater disposal well in
Panola County, Texas scheduled at over $2,500,000.  Sand Hill
Panola SWD #5 LLC also owns a saltwater disposal well in Panola
County, Texas scheduled at over $1,500,000.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tex. Case No. 10-90209) on May 25, 2010.  Jeffrey Wells
Oppel, Esq., at Oppel, Goldberg & Saenz P.L.L.C., assists the
Debtor in its restructuring effort.  The Company estimated its
assets and debts at $10 million to $50 million.

The U.S. Trustee has formed an official committee of unsecured
creditors in the Chapter 11 case.


SANSWIRE CORP: Incurs $9.79 Million Net Loss in 2010
----------------------------------------------------
Sanswire Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$9.79 million on $250,000 of revenue for the year ended Dec. 31,
2010, compared with a net loss of $9.41 million on $0 of revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $36,247 in
total assets, $19.39 million in total liabilities and
$19.36 million in total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditor noted that the Company has
experienced significant losses and negative cash flows, resulting
in decreased capital and increased accumulated deficits.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/yuG0Pj

                       About Sanswire Corp.

Aventura, Fla.-based Sanswire Corp. develops, markets and sells
autonomous, lighter-than-air unmanned aerial vehicles capable of
carrying payloads that provide persistent security solutions at
low, mid and high altitudes.  The Company's airships are designed
for use by government-related and commercial entities that require
real-time intelligence, surveillance and reconnaissance support
for military, homeland defense, border and maritime missions.


SBARRO INC: May File Prepack Ch. 11 as Soon as Monday, WSJ Says
---------------------------------------------------------------
Mike Spector, writing for The Wall Street Journal, reports that
people familiar with the matter said Sbarro Inc. is preparing to
file for Chapter 11 bankruptcy protection as soon as next week.

Leslie Patton at Bloomberg News reports, citing a person familiar
with the process, also reported that Sbarro Inc. may seek
bankruptcy protection.  The filing may come as early as next week,
said the person, who declined to be identified because the
deliberations are private, according to Bloomberg.

On March 3, Sbarro obtained its third forbearance agreement with
senior lenders, allowing it to keep operating even though it's in
breach of its debt covenants.  The forbearance agreement expires
April 1.  The Company said in a regulatory filing that discussions
with its various creditor groups and other stakeholders regarding
long-term solutions to its capital structure are ongoing.

The Journal says Sbarro is in talks with creditors for a
"prearranged" restructuring deal that would pare more than half
the company's roughly $365 million in debt with a goal of a quick
trip through bankruptcy court.

The sources told the Journal Sbarro could file as soon as Monday
in New York.  These people said a group of hedge funds holding
Sbarro's senior debt is in discussions with the company to provide
about $35 million in "debtor-in-possession" financing.

The sources cautioned that the talks remained fluid and the
restructuring deal could fall apart.

"Sbarro continues to work constructively with our key stakeholders
to restructure our debt and position the company for long-term
success," the company said. "Throughout this restructuring
process, the company expects to continue to operate in the normal
course and without interruption."

Approximately 95% of the Company's outstanding second lien debt is
held by an affiliate of MidOcean Partners.  MidOcean Partners,
through various investment funds that it manages, is the indirect,
majority stockholder of the Company.

According to the Journal's sources, in the plan under discussion:

     -- MidOcean Partners, and others holding that roughly
        $33 million in debt would forgive it for ownership stakes
        in Sbarro when it emerges from bankruptcy protection;

     -- Bondholders owed about $158 million would forgive their
        debt for equity.   Most of the bonds are held by Ares
        Management, an investment firm that often buys up debt in
        troubled companies;

     -- MidOcean and Ares would "backstop" a roughly $30 million
        to $35 million new stock sale as part of the
        restructuring, guaranteeing they will buy up shares that
        others decline to purchase.  Taken together, the
        restructuring moves would leave MidOcean and Ares in
        control of the chain;

     -- Sbarro hopes to keep its roughly $174 million in senior
        debt in place, though some lenders have been asking the
        company to pay some of it down.

According to Securities and Exchange Commission filings, as of
March 1, 2011, Sbarro's aggregate outstanding principal balances
of the Loans and the aggregate face amount of outstanding Letters
of Credit were:

          Revolving Loans               $17,900,000
          Term B Loans                 $154,797,500
          Letters of Credit              $3,599,909

The lending syndicate under Sbarro's Third Forbearance Agreement
are:

     * BANK OF AMERICA, N.A., in its capacity as Administrative
       Agent and Lender;
     * ALADDIN CREDIT PARTNERS LLC;
     * ARTUS LOAN FUND 2007-I, LTD.;
     * BABSON CLO LTD. 2003-I;
     * BABSON CLO LTD. 2004-II;
     * BABSON CLO LTD. 2005-I;
     * BABSON CLO LTD. 2006-I;
     * BABSON CLO LTD. 2007-I;
     * LOAN STRATEGIES FUNDING LLC;
     * SUFFIELD CLO, LIMITED;
     * MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY;
     * MASSMUTUAL ASIA LIMITED;
     * BILL & MELINDA GATES FOUNDATION TRUST;
     * VINACASA CLO, LTD.;
     * DEXTERA;
     * Foothill CLO I, Ltd.;
     * The Foothill Group, Inc.;
     * NZC GUGGENHEIM MASTER FUND LIMITED;
     * BDIF LLC;
     * STONE TOWER CREDIT FUNDING I LTD.;
     * XELO VII LIMITED; and
     * GMAM GROUP PENSION TRUST III

                         About Sbarro Inc.

Melville, N.Y.-based Sbarro, Inc. -- http://www.sbarro.com/-- is
the world's leading Italian quick service restaurant concept and
the largest shopping mall-focused restaurant concept in the world.
The Company has 1,056 restaurants in 41 countries.

The Company's balance sheet at Sept. 30, 2010, showed
$455.55 million in total assets, $29.98 million in total current
liabilities, $7.47 million in deferred rent, $70.64 million in
deferred tax liabilities, $13.26 million in due to former
shareholders and other liabilities, $341.80 million in long-term
debt, and stockholders' equity of $16.17 million.

As reported by the Troubled Company Reporter, on January 11, 2011,
The Wall Street Journal's Mike Spector said people familiar with
the matter indicated Sbarro has hired the law firm Kirkland &
Ellis to advise it on restructuring its balance sheet.  As
reported by the TCR on January 10, 2011, Sbarro hired investment
bank Rothschild Inc. for restructuring advice.

Sbarro did not make a $7,781,250 interest payment due Feb., 1,
2011, to the holders of its senior notes under the Indenture.
The Company's total outstanding obligations under the Indenture as
of Feb. 1, 2011, including accrued but unpaid interest, are
$157,781,250.  As of Feb. 1, 2011, there was $173,766,431
outstanding under the First Lien Credit Agreement and $33,498,783
outstanding under the Second Lien Credit Agreement.

Sbarro did not make the Feb. 1, 2011 scheduled interest payment
under its unsecured notes within the 30-day grace period, which
expired March 3, 2011.  Instead, Sbarro entered into a Third
Forbearance Agreement with lenders under its first lien credit
agreement.  The Third Forbearance Agreement terminates on the
earliest of (i) April 1, 2011, (ii) the date on which any event of
default under the First Lien Credit Agreement, (iii) the date of
any breach by Holdings or the Company of the covenants set forth
in the Third Forbearance Agreement, and (iv) the date on which any
holder of the Company's senior notes or any of the Company's
second lien lenders (A) accelerates any of the Company's
obligations under the Indenture or the second lien credit facility
or (B) enforces any rights to collect payment under their
agreements with the Company.

                          *     *     *

Standard & Poor's Ratings Services in January 2011 lowered its
corporate credit rating on Sbarro to 'CC' from 'CCC-'.  The
outlook is negative.

"The ratings on Sbarro reflect S&P's belief that the company's
current capital structure is unsustainable and that it is unable
to service its existing debt," said Standard & Poor's credit
analyst Mariola Borysiak.  Sbarro has engaged Rothschild Inc. as
its financial advisor to explore strategic alternatives addressing
its current capital structure.

In March 2011, Moody's Investors Service revised Sbarro's
Probability of Default Rating to Ca/LD, reflecting the limited
default that has occurred with respect to the company's 10.375%
Senior Notes due 2015.  The company's other ratings were affirmed,
including the Corporate Family Rating at Ca.  The rating outlook
is negative.


SCHUTT'S SPORTS: Plan Set for May 9 Confirmation Hearing
--------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
SSI Liquidating Inc., known as Schutt Sports Inc. before it sold
its football-helmet making business, scheduled a May 9
confirmation hearing for its liquidating Chapter 11 plan after
receiving approval of the explanatory disclosure statement on
March 30.

As reported in the Feb. 24, 2011 edition of the Troubled Company
Reporter, SSI and the official committee of unsecured creditors in
the Chapter 11 case, filed a proposed liquidating Chapter 11 plan
on Feb. 18.

The Debtor has received approval of a settlement with competitor
creditors and Riddell Inc., which agreed to drop a long-running
court battle over football-helmet patents.  The settlement was
designed to pay off major creditors from the proceeds of the sale
of Schutt's business to an affiliate of Platinum Equity LLC.

The Debtor's remaining assets -- constituting $250,000 in cash and
deposits, proceeds from a summary judgement against former
officers and directors, and avoidance actions -- will be
distributed to unpaid creditors.  The disclosure statement tells
unsecured creditors they can't expect to recover more than 3% on
their $15.9 million in claims.  Holders of equity interests won't
be receiving anything.

Pursuant to the Riddell settlement, $7.5 million of the proceeds
from the sale to Platinum Equity held in escrow for payment of
critical suppliers will be distributed as follows:

     * Critical suppliers will be paid $5.3 million from the
       escrow;

     * General unsecured creditors will receive $400,000;

     * Creditors who supplied goods within 20 days of bankruptcy
       will split $800,000;

     * Windjammer Mezzanine & Equity Fund II LP, the holder of a
       $17.4 million subordinated mezzanine note, will be paid
       $1 million.

A copy of the Disclosure Statement is available for free at:

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

                        About Schutt Sports

Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka
Schutt Manufacturing Company, Schutt Sports Manufacturing Co.,
Schutt Sports Distribution Company, and Schutt Athletic Sales
Company -- and its affiliates manufactured team sporting
equipment, primarily for football, baseball and softball.

Schutt Sports filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-12795) on Sept. 6, 2010.  The Company was
forced into Chapter 11 by a $29 million patent-infringement
judgment in favor of competitor Riddell Inc.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel.  Ernst & Young is the
Debtor's financial advisor.  Oppenheimer & Co., Inc., is the
Debtor's investment banker.  Logan & Company is the claims and
notice agent.  The Official Committee of Unsecured Creditors
tapped Lowenstein Sandler PC as its counsel.

The Debtor estimated its assets and debts at $50 million to
$100 million as of the Petition Date.

Platinum Equity in December 2010 completed the acquisition of
substantially all the assets of Schutt Sports through a
transaction conducted under Section 363 of the U.S. Bankruptcy
Code, and Schutt Sports, Inc.'s Chapter 11 estate changed its
name to SSI Liquidating, Inc.


SEAHAWK DRILLING: Files Amended Schedules of Assets and Debts
-------------------------------------------------------------
Seahawk Drilling, Inc., filed with the U.S. Bankruptcy Court for
the Southern District of Texas its amended schedules of assets and
liabilities disclosing:

Name of Schedule                          Assets    Liabilities
----------------                          ------    -----------
A. Real Property
B. Personal Property                $208,190,199
C. Property Claimed as Exempt
D. Creditors Holding
Secured Claims                                      $18,119,903
E. Creditors Holding
Unsecured Priority Claims                          UNDETERMINED
F. Creditors Holding
Unsecured Non-priority Claims                      $420,338,557
                                      -----------    -----------
       TOTAL                         $208,190,199   $438,458,460

In the original schedules, Seahawk Drilling Inc. disclosed
$208,190,199 in assets and $438,533,624 in liabilities as of the
Chapter 11 filing.

A full-text copy of Amended Schedules of Assets and Liabilities is
available for free at:

     http://bankrupt.com/misc/Seahawk_AmendedSAL_031411.pdf

                     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.


SEALY CORP: Incurs $902,000 Net Loss in Feb. 27 Quarter
-------------------------------------------------------
Sealy Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $902,000 on $305.53 million of net sales for the three months
ended Feb. 27, 2011, compared with net income of $5.71 million on
$311.88 million of net sales for the three months ended Feb. 28,
2010.

The Company's balance sheet at Feb. 27, 2011 showed
$949.09 million in total assets, $1.02 billion in total
liabilities, and $74.11 million in total stockholders' deficit.

"Our first quarter results were consistent with the expectations
and objectives that we established as we entered the year, with
overall revenues in-line with our Q1 internal plan.  In addition,
the first quarter results reflected the financial impact of the
significant strategic investments in our product portfolio, as we
launched the Next Generation Posturepedic line in late January
2011.  This launch represents a refresh of approximately 50% of
Sealy's entire product portfolio.  We also invested in a new
national advertising campaign to support the rollout.  Retailer
and consumer feedback on the product rollout, the new advertising
campaign and the messaging has been overwhelmingly positive.  The
line is being rolled out to our retail partners according to plan
and we are on target to achieve our goal of having the new line
shipped to at least 60% of our retail partners by Memorial Day.
We continue to reap the benefits from our 2010 product
investments, and see positive momentum in both the Sealy Branded
promotional line and Embody specialty line.  We remain confident
in our ability to execute our plan and expect the strategic
investments made in the first half of 2011 to drive improved
financial performance, with improving revenue growth in the second
quarter, and gross margin and Adjusted EBITDA growth in the second
half of 2011," stated Larry Rogers, Sealy's President and Chief
Executive Officer, in a statement.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://is.gd/JLxAI8

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SEAVIEW PLACE: Files Schedules of Assets & Liabilities
------------------------------------------------------
Seaview Place Developers, Inc., has filed with the U.S. Bankruptcy
Court for the Middle District of Florida its schedules of assets
and liabilities, disclosing:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                       $24,750,000
B. Personal Property                       $19,500
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $15,056,478
E. Creditors Holding
   Unsecured Priority
   Claims                                                     $630
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                  $90,636
                                      -----------      -----------
      TOTAL                           $24,769,500      $15,147,744

Clearwater Beach, Florida-based Seaview Place Developers, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case
No. 11-05126) on March 22, 2011.  David S. Jennis, Esq., and Chad
S. Bowen, Esq., at Jennis & Bowen, P.L., serve as the Debtor's
bankruptcy counsel.


SEAVIEW PLACE: Has Interim OK to Hire Jennis as Bankr. Counsel
--------------------------------------------------------------
Seaview Place Developers, Inc., sought and obtained interim
authorization from the Hon. K. Rodney May of the Middle District
of Florida to employ Jennis & Bowen, P.L., as bankruptcy counsel.

J&B can be reached at:

         David S. Jennis, Esq.
         Chad S. Bowen, Esq.
         JENNIS & BOWEN, P.L.
         400 N. Ashley Drive, Suite 2540
         Tampa, FL 33602
         Tel: (813) 229-1700
         Fax: (813) 229-1707
         E-mail: ecf@jennisbowen.com

J&B will be paid based on the hourly rates of its professionals:

         Paralegals            $110-$145
         Attorneys             $185-$395

To the best of the Debtor's knowledge, J&B is "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

The Court has set a final hearing for April 14, 2011, at
10:00 a.m. on the Debtor's hiring of J&B as bankruptcy counsel.

Clearwater Beach, Florida-based Seaview Place Developers, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case
No. 11-05126) on March 22, 2011.  According to its schedules, the
Debtor disclosed $24,769,500 in total assets and $15,147,744 in
total debts as of the Petition Date.


SEAVIEW PLACE: Section 341(a) Meeting Scheduled for April 25
------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Seaview
Place Developers, Inc.'s creditors on April 25, 2011, at 9:30 a.m.
The meeting will be held at Room 100-B, 501 East Polk Street,
(Timberlake Annex), Tampa, Florida.

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

Seaview Place Developers Inc. is the developer of a waterfront
condominium in New Port Richey, in Clearwater Beach, Florida. The
building has 151 units, but only 31 are occupied by residents.

Seaview Place filed for Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 11-05126) on March 22, 2011.  David S. Jennis,
Esq., and Chad S. Bowen, Esq., at Jennis & Bowen, P.L., serve as
the Debtor's bankruptcy counsel.  According to its schedules, the
Debtor disclosed $24,769,500 in total assets and $15,147,744 in
total debts as of the Petition Date.

According to Michael Sasso at The Tampa Tribune reports that
Seaview Place is in a fight with BB&T Bank, which has a secured
claim against the developer for $14.8 million


SERTA INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Hoffman Estates, Ill.-based Serta
International Holdco LLC.  The outlook is stable.

At the same time, S&P raised the issue-level rating on the
company's $210 million second-lien senior secured term loan to 'B'
from 'CCC+', reflecting the termination of its first-lien
revolving credit facility and a recent $40 million repayment of
its first-lien loan, which S&P believes has reduced debt claims
senior to the second-lien term loan.  As a result, S&P revised the
recovery rating to '4' from '6' on the second-lien term loan,
indicating S&P's expectation for average (30% to 50%) recovery in
the event of a payment default.  The ratings on Serta's first-lien
senior secured credit facilities remain unchanged.

"The speculative-grade ratings on Serta International Holdco LLC
(which was formerly AOT Bedding Holdings Corp.) reflect S&P's
opinion that the company has a weak business risk profile and a
highly leveraged financial risk profile," said Standard & Poor's
credit analyst Rick Joy.  "Serta's narrow business focus and
vulnerability to reduced discretionary spending in an economic
downturn contribute to the company's weak business risk profile,
despite its well-recognized brands and strong market position in
the U.S. mattress industry."

Serta, through its wholly owned operating subsidiary National
Bedding Co. LLC, markets and manufactures bedding products and
mattresses in the U.S. The company sells a broad range of
mattresses under well-recognized brands, including Serta Perfect
Sleeper, Sertapedic, and Serta Perfect Day.  S&P considers the
U.S. mattress industry, with an estimated $6 billion of wholesale
sales in 2010, to be highly competitive.  Serta International is
the third-largest company in the industry, with an estimated
market share of more than 14%.  However, including domestic
licensees of the Serta brand not owned by Serta International,
total domestic market share for the Serta brand is about 16%.
While the industry has historically demonstrated stability in
various economic environments, the most recent recession and
weakness in the housing industry caused unit declines for the
industry overall.  However, Serta has had strong sales gains in
recent quarters as consumer spending for bedding products has
begun to recover.


SEXY HAIR: Wins OK to Hire Imperial Capital as Investment Banker
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Sexy Hair Concepts LLC won
permission to pay thousands of dollars to its investment banker
over protests from the U.S. Trustee.  Judge Geraldine Mund signed
off on the company's bid to employ Imperial Capital LLC.

According to DBR, Sexy Hair Concepts proposed to pay the firm
$75,000 per month plus a transaction bonus.  DBR relates the U.S.
trustee called the compensation "exorbitant," estimating that the
transaction fee could amount to more than $1 million.  She also
questioned what the investment banker brought to the table in the
wake of Sexy Hair's bankruptcy filing, arguing in court papers
that there was "no demonstration of services rendered or benefit
to the estate" from Imperial since the company's case commenced in
December.

The Debtor received permission early in March to send its plan out
for a vote after striking a settlement in the case.  DBR at that
time reported that negotiations in the case produced a revamped
investment agreement and plan that repays most creditors in full
and has the blessing of those who won't see a full recovery,
according to Scott F. Gautier, of Peitzman Weg & Kempinsky.  In an
interview, Mr. Gautier said that buyout firm TSG Consumer
Partners, which is poised to purchase the company's equity, was
raising the value of its offer by about $2 million, bringing the
total bid to some $45 million.  TSG will also take on about $38
million in liabilities.  Under the new reorganization proposal,
the company's largest unsecured creditor, Northwestern Mutual Life
Insurance Company and Northwestern Mutual Capital Mezzanine Fund
I, will receive an additional $1.5 million to $2 million, Mr.
Gautier said.

                      About Sexy Hair

Chatsworth, California-based Sexy Hair Concepts, LLC, is an
operating company engaged in the development, distribution and
marketing of premium quality hair care products and brands.  It
outsources the production and manufacture of its various lines of
premier hair care products and operates from a single facility in
Chatsworth, California, that houses its corporate offices and
distribution warehouse.  It works with several distributors
domestically and internationally, but does not maintain any other
offices.

Sexy Hair filed for Chapter 11 bankruptcy protection on Dec. 21,
2010 (Bankr. C.D. Calif. Case No. 10-25922).  According to its
schedules, Sexy Hair disclosed $78,000,000 in total assets and
$91,141,147 in total debts as of the Petition Date.

Sexy Hair's bankruptcy case is jointly administered with those of
Ecoly International, Inc., a California corporation, and Luxe
Beauty Midco Corporation.  Ecoly is the lead case (Bankr. C.D.
Calif. Case No. 10-25919).

Scott F. Gautier, Esq., at Peitzman, Weg & Kempinsky LLP, serves
as Sexy Hair's bankruptcy counsel.  CRG Partners Group, LLC is the
financial advisor.  Imperial capital, LLC is the investment
banker.  Kurtzman Carson Consultants LLC has been designated as
the entity that will tabulate the ballots and prepare the ballot
summary in connection with Sexy Hair's proposed Chapter 11 plan.
Klee, Tuchin, Bogdanoff & Stern LLP serves as counsel for the
Official Committee of Unsecured Creditors.


SHERIDAN GROUP: Moody's Downgrades Corp. Family Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service lowered the corporate family and
probability of default ratings for The Sheridan Group, Inc., to
B3 from B2 and to Caa1 from B3, respectively, and assigned a B3
rating to its proposed $150 million senior secured notes due 2014.
Moody's also withdrew the B2 rating assigned to the company's
proposed secured credit facility on February 23, 2011, since the
company does not expect to consummate this transaction.

The downgrade of the CFR incorporates the increase in interest
expense compared to the previously proposed transaction.  Moody's
believes that Sheridan will be able to service its debt, but the
proposed capital structure affords the company with minimal
ability to reduce leverage given expectations for modest free cash
flow available for debt reduction and weak growth prospects.  The
prior B2 CFR had anticipated more significant debt reduction.

A summary of the actions follow.  Ratings are subject to review of
final documentation.

Sheridan Group, Inc. (The)

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Probability of Default Rating, Downgraded to Caa1 from B3

  -- Senior Secured Notes, Assigned B3, LGD3, 38%

  -- Senior Secured Bank Credit Facility, Withdrawn, previously
     rated B2

  -- Outlook, Stable

                        Ratings rationale

Sheridan's industry offers minimal growth prospects, and its B3
corporate family rating incorporates this risk, magnified by its
financial risk.  Pro forma for the transaction, Moody's estimates
leverage of approximately 4.2 times debt-to-EBITDA (as per Moody's
standard adjustments and based on 2010 results).  Sheridan's lack
of scale, which amplifies competitive pressure, also constrains
the rating.  High customer retention in Sheridan's niche segment
and a demonstrated ability to minimize EBITDA erosion through cost
cutting to offset weak industry fundamentals and macro conditions
support the rating, along with adequate liquidity pro forma for
the transaction.

The stable outlook assumes Sheridan generates positive free cash
flow beginning in 2012, maintains an adequate liquidity profile
and executes on its facility consolidation to achieve incremental
cost savings.  The stable outlook also anticipates some recovery
of revenue and EBITDA in 2012 as Sheridan benefits from new
customer wins and improving macro conditions.  Moody's anticipates
still weak macro trends will pressure revenue and EBITDA in 2011
and that growth oriented capital expenditures will prevent
Sheridan from generating positive free cash flow.  However,
balance sheet cash and the revolver provide flexibility to manage
through this period, and Moody's expect positive free cash flow in
2012 as Sheridan benefits from facility consolidation, reduced
capital expenditures, and new customer wins.

Sheridan's existing bonds mature in August 2011, and inability to
execute on the proposed transaction in a timely manner could
result in a multiple notch downgrade.  Assuming close of the
proposed deal, expectations for negative free cash flow beyond
2011, inability to achieve revenue and EBITDA growth in 2012, or
erosion of EBITDA margins unrelated to the impact of paper pass
through costs could have negative ratings implications.

The company's scale and capital structure, along with industry
fundamentals, constrain upward ratings momentum.  Given the
magnitude of credit profile improvement required to sustain a
higher rating based on the Sheridan's current size and the weak
industry fundamentals, an upgrade is highly unlikely absent a
transformative event that materially improves the capital
structure and / or scale of the company.

Headquartered in Hunt Valley, Maryland, Sheridan provides printing
solutions to niche markets within the specialty journal, catalog,
magazine and book segments.  Sheridan operates through three
business segments -- Publications (56% of revenues), Catalogs (23%
of revenues), and Books (21% of revenues).  Its annual revenue is
approximately $270 million.


SHERIDAN GROUP: S&P Lowers Rating to 'CCC+' on Weak Liquidity
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered all its
ratings on Hunt Valley, Md.-based printing company The Sheridan
Group Inc.  S&P lowered the corporate credit rating on the company
to 'CCC+' from 'B'.  All ratings remain on CreditWatch, but S&P
revised the implications to developing from negative.  S&P's
corporate credit rating on Sheridan, together with all outstanding
issue-level ratings on the company's debt, remain on CreditWatch,
where they were placed with negative implications on Oct. 11,
2010.  The CreditWatch placement was due to the risks associated
with significant near-term maturities and an adverse audit
opinion.

In addition, S&P assigned Sheridan's new $150 million senior
secured notes due 2014 S&P's preliminary issue-level rating of
'B-' (the same as the future corporate credit rating on the
company, assuming a successful refinancing of Sheridan's near-term
debt maturities).  S&P also assigned this debt a preliminary
recovery rating of '3', indicating S&P's expectation of meaningful
(50% to 70%) recovery for lenders in the event of a payment
default.  The company plans to use the proceeds to refinance its
existing senior secured notes.

The CreditWatch Developing listing is based on Sheridan's
declining liquidity due to its significant near-term maturities
and risks associated with its auditor's opinion.  In February, the
company began marketing new credit facilities that would have
refinanced its entire capital structure and including notes
maturing this year.  This proposed transaction did not close.
Sheridan released its SEC Form 10-K and its auditors expressed
substantial doubt about its ability to continue as a going concern
if it did not raise new capital to refinance the debt maturing
this year.  At Dec. 31, 2010, Sheridan had an undrawn $20 million
revolving credit facility and a note with $142.9 principal
outstanding maturing in August 2011.  The proposed transaction
would eliminate near-term maturities.  S&P expect, however, that
the margin of compliance with the new debt will be thin.

The 'CCC+' corporate credit rating reflects Sheridan's weak
liquidity given its near-term maturities.  It also reflects S&P's
expectation of continued difficult operating conditions across the
company's niche printing segments, high debt leverage, less than
adequate liquidity, and the secular shift away from print media.
S&P view Sheridan's business risk as vulnerable because of its
specialized printer servicing niche segments, including short-run
(i.e., small print volumes) books, short- and medium-run journals,
specialty magazines, and specialty catalogues, many of which are
facing operating pressures.  S&P believes these pressures will
continue into 2011, causing revenue and EBITDA to decline further.
S&P regards Sheridan's financial risk profile as highly leveraged,
based on the company's significant near-term maturities.


SHERRITT INTERNATIONAL: DBRS Confirms Issuer Rating at 'BB'
-----------------------------------------------------------
DBRS has confirmed Sherritt International Corporation's (Sherritt
or the Company) Issuer Rating and Senior Unsecured Debt rating,
both at BB (high) with Stable trends.  In addition, the recovery
rating for Sherritt's Senior Unsecured Debt under a hypothetical
default scenario remains at RR4.  Sherritt's diverse operations
allowed it to generate steady operating earnings and cash flow
through the 2008-2009 recession in comparison to many other mining
companies.  Nonetheless, 2011 and 2012 could be challenging years
for the Company as it seeks to fund the completion of its 40%-
owned Ambatovy project in Madagascar, and as political
uncertainties remain heightened in Cuba (a significant source of
the Company's earnings).

The Ambatovy picture remains a key near-term concern.  In December
2010, the Company announced an increase in the cost estimate of
its Ambatovy project to US$4.8 billion.  DBRS expects Ambatovy's
project finance facility will only cover a portion of the costs to
complete the project and additional funds will be required from
the project owners.  Sherritt faces potentially significant
capital outlays as it completes the Ambatovy project.  Although
Sherritt's partners have been funding a significant portion of the
Company's share of capital costs, they are not required to do so,
potentially leaving Sherritt the option of funding the project
from its own resources or face dilution of its interests.

It is DBRS's view that Sherritt will be able to source the funding
required to bring Ambatovy to completion such that the project
financing will become non-recourse, but that the Company's
flexibility to face any unforeseen demand for funds will be
strained.  The Company's short-term liquidity is currently
provided by approximately $700 million in cash and short-term
investments not dedicated to expansion projects, complemented by
annually renewable revolving credit facilities at the corporate
level, and a revolving credit facility maturing in 2012 in its
Coal unit.  The prize of a successful Ambatovy development can be
substantial for Sherritt, providing a long-lived, competitive core
asset, financed on a non-recourse project basis, although early-
years cash flow will be dedicated to debt repayment.

The near-term outlook for Sherritt's non-Ambatovy operations
remains generally positive.  At current commodity prices and even
lower (20% or more) as is expected, each operating unit is
forecast by DBRS to be a solid generator of earnings and cash
flow.  Sustaining capital expenditures are expected to be low
(less than $200 million) and dividends affordable (approximately
$45 million) despite a recent increase in the common share
dividend.

The positive near-term outlook remains clouded by the Cuban
political picture and the ongoing potential for delayed payments
for products sold to that country.  Although Sherritt's ratings
incorporate the political risks of operating in Cuba and the
impact of Cuban/American relations on Sherritt's operating and
financial activities, DBRS believes the ongoing changing
leadership in Cuba has the potential to disrupt the Company's
important relationships throughout all levels of government that
the Company has enjoyed for many years, creating heightened
political risks.

Over the longer term, Sherritt has an expansion project in Power
that is underway and one in Metals that remains on hold.  DBRS
expects the Metals expansion project will be revived as funds
become available.  In addition, oil production in Cuba is
declining and will continue to do so unless added capital is
invested (also discretionary).  A number of coal supply contracts
in the Prairie coal division will reach the end of their initial
term over the next several years, and will have to be extended if
the historically stable earnings from that unit are to continue.
The Company is expected to benefit from the start-up of its
activated carbon project in Saskatchewan.

The RR4 recovery rating for Sherritt's Senior Unsecured Debt
corresponds to an estimated 30% to 50% recovery of principal
amounts of the senior unsecured debentures under a hypothetical
default scenario.  The RR4 rating, in turn, results in no change
(notching) to the rating of Sherritt's Senior Unsecured Debt.


SIZZLING PLATTER: S&P Assigns 'B-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B-' corporate credit rating to Salt Lake City-based
Sizzling Platter, LLC.  The outlook is stable.

At the same time, S&P assigned a preliminary 'B-' rating, with
a preliminary recovery rating of '4', to the company's proposed
$150 million senior secured notes due 2016.  S&P's preliminary
'4' recovery rating indicates S&P's expectation of average (30%-
50%) recovery in the event of a payment default.  According to
the company, it intends to use the proceeds from the notes to
acquire additional restaurants, refinance existing indebtedness,
repurchase all of outstanding preferred equity, and for general
corporate purposes.

"The ratings on Sizzling Platter reflect S&P's expectation that
although operating performance will likely remain relatively
stable," said Standard & Poor's credit analyst Helena Song, "the
company's credit metrics will weaken meaningfully following the
proposed new notes offering with significantly higher debt."
Moreover, S&P views the company as having less than adequate
liquidity.  The ratings also reflect Sizzling Platter's vulnerable
business risk profile, its small EBITDA base, and a highly
leveraged capital structure.


SOUTHLAKE AVIATION: Files for Chapter 11 in Dallas
--------------------------------------------------
Southlake Aviation, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Tex. Case No. 11-32035) on March 30, 2011, estimating
$50 million to $100 million in assets and liabilities.  The Debtor
said in a court filing that it owns a Gulfstream Aerospace G-IV,
Gulfstream Aerospace G-V and Cessna 550 which it leases out for
private use.  According to the docket, the meeting of creditors
under 11 U.S.C. Sec. 341(a) is scheduled for May 3, 2011, at 10:15
a.m. at Dallas, Room 976.  Proofs of claims are due by Aug. 1,
2011.

The Debtor has tapped Linda S. LaRue, Esq., and Michael J.
Quilling, Esq., at Quilling, Selander, Cummiskey & Lownds, in
Dallas, as counsel.


SOUTHLAKE AVIATION: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Southlake Aviation, LLC
        c/o David Disiere, President
        698 E. Airport Freeway
        Irving, TX 75062

Bankruptcy Case No.: 11-32035

Chapter 11 Petition Date: March 30, 2011

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

Judge: Barbara J. Houser

Debtor's Counsel: Linda S. LaRue, Esq.
                  Michael J. Quilling, Esq.
                  QUILLING, SELANDER, CUMMISKEY & LOWNDS
                  2001 Bryan Street, Suite 1800
                  Dallas, TX 75201
                  Tel: (214) 871-2100
                  Fax: (214) 871-2111
                  E-mail: llarue@qsclpc.com
                          mquilling@qsclpc.com

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

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

The petition was signed by David Disiere, president.

The list of unsecured creditors filed together with its petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Winstead, P.C.                     Debt                    $10,000
Attn: David Brown
1201 Elm Street, Suite 5400
Dallas, TX 75270


ST. JOSEPH MEDICAL: Will Be on Auction Block This Month
-------------------------------------------------------
Todd Ackerman at the Houston Chronicle reports that St. Joseph
Medical Center will be put up for auction in April, five years
after its then-Catholic owners sold majority shares to a North
Carolina-based for-profit company.

According to the report, Hospital Partners of America invested
heavily in the hospital but declared bankruptcy 2 1/2 years ago
and is initiating the sale as part of its Chapter 7 process.  The
downtown hospital is financially healthy.

"St. Joseph has been caring for the people of Houston for nearly
125 years, and there are no plans for that to change," the Houston
Chronicle quotes Chief Executive Officer Patrick Mathews as
stating.  "At the end of this process, 30 to 45 days from now, St.
Joseph will still be the great institution that's served Houston
all these years.  The only difference will be that our physician
partners will have a new majority owner."

St. Joseph doctors hold a 21% interest in the hospital.

As reported in the March 22, 2011 edition of the Troubled Company
Reporter, IASIS Healthcare(R) LLC said that it has entered into a
definitive agreement to purchase a 78.2% interest in St. Joseph
Medical Center, a 792-bed facility in downtown Houston, Texas.
The hospital's current majority owner initiated the sale of its
interest in the hospital as part of its Chapter 7 bankruptcy
process.  The hospital itself is profitable and is not a party to
the majority owner's bankruptcy filing.

As part of the bankruptcy process, Bankruptcy Trustee Alfred T.
Giuliano has selected IASIS Healthcare as the contracting party
for purchase of a majority interest in the hospital.  The
hospital's minority partners have approved IASIS as their new
majority partner.  The proposed sale transaction will take place
pursuant to a court-directed auction process.

Per the agreement, a group of independent investors, most of whom
are physicians on the medical staff of St. Joseph Medical Center,
will retain a 21.8% ownership interest in the hospital.  Total
annual net revenue for St. Joseph is approximately $245 million.
The purchase price will be based upon an enterprise value of $165
million and is subject to customary closing adjustments. Pending
the outcome of the bankruptcy sale process, regulatory approvals
and customary closing conditions, the transaction is expected to
close in IASIS' third fiscal quarter for 2011.

Stroudwater Capital served as the Investment Banker for the
Trustee.

St. Joseph Medical Center provides a full range of general, acute
care medical and surgical inpatient and outpatient services
including cardiology and cardiovascular surgery, cancer,
intensive/critical care, emergency, neurosurgery, imaging,
orthopedics, neonatal intensive care and a full-service women's
program as well as sub-acute services such as psychiatric and
rehabilitation units.


STARPOINTE ADERRA: Court Confirms Liquidation Plan
--------------------------------------------------
Judge Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona confirmed Starpointe Aderra Condominiums,
L.P.'s Amended Liquidating Chapter 11 Plan at a hearing held on
March 23, 2011.

Judge Haines has also directed the Debtor's counsel, Warren J.
Stapleton, Esq., at Osborn Maledon P.A., in Phoenix, Arizona, to
upload form of the confirmation order.

According to the minutes of the Confirmation Hearing, Mr.
Stapleton reviewed the ballots and also informed the Court that
the U.S. Trustee fees will be added to the Confirmation Order.


As reported in the TCR on Feb. 22, 2011, the Debtor filed with the
U.S. Bankruptcy Court for the District of Arizona a liquidating
Chapter 11 Plan, dated Feb. 7, 2011, and an amended disclosure
statement.

Although Starpointe Aderra initially intended to retain its assets
and reorganize its debts, it realized that without the support of
its senior secured lender CCS of Arizona II, LLC, it would be
difficult if not impossible to succeed in confirming a plan of
reorganization.  Thus, in January 2011 Starpointe Aderra and CCS
negotiated a settlement whereby Starpointe Aderra agreed to stay
relief to allow CCS to foreclose on its collateral, and CCS agreed
to waive its unsecured claims against Starpointe Aderra and to
allow Starpointe Aderra to retain $600,000 to fund a distribution
to its remaining creditors through a plan of liquidation.

Under the Plan, the Debtor intends to distribute to its creditors
the $600,000 in proceeds that it will receive upon approval of the
CCS Settlement.  The funds will be used to pay down the Allowed
Claims of Estate creditors in accordance with the priority scheme
set forth in the Bankruptcy Code.

Holders of allowed unsecured claims will be paid their pro rata
share of the $600,000 settlement fund after payment of
Administrative and Priority Claimants.

Existing equity interests will be canceled.

As reported in the TCR on Feb. 25, 2011, the foreclosure sale was
allowed to proceed by the bankruptcy court on Feb. 23, 2011, and
subsequently, CCS became the owner of the 312-unit Aderra
Condominium Residences project in Phoenix, Arizona.

              About Starpointe Aderra Condominiums

Scottsdale, Arizona-based Starpointe Aderra Condominiums, L.P., is
an upscale community of 312 condominium units located in thirteen
three-story buildings in North Central Phoenix.  Starpointe Aderra
is one of several local 'Starpointe' real estate projects
developed by Starpointe Communities.  The principals of Starpointe
Communities are Robert A. Lyles and Patricia A. Watts.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 09-33625) on Dec. 29, 2009.  Warren J. Stapleton,
Esq., and Brenda K. Martin, Esq., at Osborn Maledon P.A., in
Phoenix, Ariz., represent the Debtor.  An official committee of
unsecured creditors has not been formed in the Debtor's case.  In
its schedules, the Debtor disclosed $$26,545,819 in assets and
$30,581,468 in liabilities as of the petition date.

Aderra Condominium Residences, a 312-unit, 13-building condominium
community in Phoenix, Ariz., is now owned and managed by Denver-
based Condo Capital Solutions (CCS).

Denver-based Condo Capital Solutions is part of the Real Capital
Solutions companies that includes Homebuilding Capital Solutions
and Apartment Capital Solutions.  CCS specializes in investing in
distressed real estate with a focus on condominium projects.  The
company has developed a portfolio approaching 40 communities
nationwide, including projects in Arizona, Colorado, Florida,
Texas and Wyoming.


STRAND CLOSING: Owner Ordered to Pay $420,000 Penalty
-----------------------------------------------------
KARE11.com reports that the Minnesota Department of Commerce has
ordered a Forest Lake real estate closer and insurance agent to
pay a $420,000 civil penalty after an investigation showed that
she misappropriated $1.3 million in client funds for her own
personal use.  According to an investigation by the department's
enforcement unit, Cynthia Strand allegedly withheld,
misappropriated and converted for personal use funds that were
received during the course of her business.

The report relates that the money remitted to her company, Strand
Closing Services, was intended to pay off previous mortgages on
numerous properties, mostly in the Twin Cities, as well as other
transaction fees.  But the department found that between January
2007 and September 2009, almost $1.3 million in payments were made
from SCS's general account to Strand personally or to businesses
controlled by Strand and her husband.

Strand Closing Services filed for Chapter 7 bankruptcy in March
2010, but the proceedings were subsequently halted.


SUNNY ENTERPRISES: BB&T Wants Dismissal to Foreclose
----------------------------------------------------
Michael Braga at the Herald-Tribune reports that BB&T is asking
the bankruptcy court to dismiss the Chapter 11 case of Sunny
Enterprises of Florida LLC, a Sarasota company managed by Bharat
Patel.  BB&T wants the case dismissed t so it can proceed with it
foreclosure.

According to the report, Sunny Enterprises borrowed $2.9 million
from BB&T to finance its $3.3 million purchase of a 72-unit hotel
at 4800 N. Tamiami Trail in Sarasota in July 2004 and BB&T filed
to foreclose in December.

"The Debtor has failed to comply with the terms of the loan
documents and is in default by virtue or, among other things,
failure to pay in full the monthly installment payments due in
September 2010 and all payments thereafter," BB&T said in a court
filing.

Based in Sarasota, Florida, Sunny Enterprises of Florida LLC dba
Quality Inn & Suites filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 11-04894) on March 18, 2011.  Buddy D.
Ford, Esq., at Buddy D. Ford, P.A., represents the Debtor.  The
Debtor estimated both assets and debts of between $1 million and
$10 million.


SUPERIOR ACQUISITIONS: Ch. 11 Trustee Files Restructuring Plan
--------------------------------------------------------------
Linda Green, trustee for Superior Acquisitions Inc., filed with
the U.S. Bankruptcy Court for the Northern District of California
a proposed Chapter 11 plan of reorganization for Superior
Acquisitions.

Under the proposed plan, allowed claims against and interests in
Superior Acquisitions are divided into 15 classes:

   * Class 1 Secured Claim of The County of Lake, CA

     The Class 1 claim is further divided into separate
     subclasses to reflect the Class 1 creditor's separate
     claims on separate collateral: Class 1A, 7110 Old Highway
     53; Class 1B, 15895 Dam Road; Class 1C, 6883 Old Highway
     53; Class 1D, 965 Parallel Dr.; Class 1E, 2 C Street; Class
     1F, 370 S. Main Street; Class 1G, 14340 Lakeshore Dr.; and
     Class 1H, 14335 Pearl St.

     The holder of the Allowed Class 1A, 1C, 1E, IF, IG, and IH
     Secured Claims will retain all of its lien rights under non-
     bankruptcy law.  These Secured Claims are not impaired under
     the plan.

     The holder of the Allowed Class 1B and 1 D Secured Claims
     will retain its lien under non-bankruptcy law until all
     taxes have been paid in full and will receive deferred cash
     payments, payable semi-annually.  Class 1B and 1D Secured
     Claims are impaired.

   * Class 2 Secured Claim of The County of Shasta, CA

     The Class 2 claim is further divided into separate
     subclasses to reflect the Class 2 creditor's separate
     claims on separate collateral: Class 2A, 1153 Hilltop Dr.;
     Class 2B, 43467 Hwy 299.

     The holder of the Allowed Class 2A Secured Claim will retain
     all of its lien rights under non-bankruptcy law.  Class 2A
     Secured Claim is not impaired under the plan.

     The holder of the Allowed Class 2B Secured Claim will retain
     its lien under non-bankruptcy law until all taxes have been
     paid in full and will receive deferred cash payments, payable
     semi-annually.  Class 2B Secured Claim is impaired.

   * Class 3 Priority Employee Wage and Benefit Claims

     Each holder of an Allowed Class 3 Priority Claim will be paid
     in full, with interest at the legal rate, from available
     cash.  Class 3 Priority Claim is not impaired under the plan.

   * Class 4 Priority Consumer Deposit Claims

     Each holder of an Allowed Class 4 Priority Claim will be paid
     in full, in accordance with state law, in the ordinary course
     of the estate's real estate business.  Class 4 Priority Claim
     is not impaired under the plan.

   * Class 5 Secured Claim of DRMG LLC

     The Class 5 claim is further divided into separate subclasses
     to reflect the Class 5 creditor's separate claims on separate
     collateral: Class 5A, 965 Parallel Dr.; Class 5B, 370 S. Main
     Street; Class 5C, 1153 Hilltop Dr.; Class 5D, 43467 Hwy 299.

     The holder of the Allowed Class 5B & 5C Secured Claims will
     retain all of its lien rights under non-bankruptcy law.
     Class 5B & 5C Secured Claims are not impaired under the plan.

     Class 5A and 5D claimant will receive a modified promissory
     note as to each such claim for all outstanding principal,
     interest, late charges, collection costs, and attorneys fees
     due as of the effective date.  These notes will be deemed
     secured by the existing lien.  Class 5A & 5D Secured Claims
     are impaired under the plan.

   * Class 6 Secured Claim of Premier West Bank

     The Class 6 claim is further divided into separate subclasses
     to reflect the Class 6 creditor's separate claims on separate
     collateral: Class 6A, 15895 Dam Road first deed of trust;
     Class 6B, 15895 Dam Road junior deed of trust; Class 6C, 2 C
     Street.

     The holder of the Allowed Class 6A & 6C Secured Claims will
     retain all of its lien rights under non-bankruptcy law.
     Class 6A & 6C Secured Claims are not impaired under the plan.

     The Class 6B claimant will receive the equivalent of the
     value of its claim.  Class 6B Secured Claim is impaired.

   * Class 7 Secured Claims of Westamerica Bank

     The Class 7 claim is further divided into separate subclasses
     to reflect the Class 7 creditor's separate claims on separate
     collateral: Class 7A, 14340 Lakeshore Dr.; Class 7B, 14335
     Pearl St.

     The holder of the Allowed Class 7 Secured Claims will retain
     all of its lien rights under non-bankruptcy law.  Class 7
     Secured Claims are not impaired under the plan.

   * Class 8 Secured Claims of First Community Bank

     The holder of the Allowed Class 8 Secured Claims will retain
     all of its lien rights under non-bankruptcy law.  Class 8
     Secured Claims are not impaired under the plan.

   * Class 9 Secured Claims of Bay Sierra Mortgage Co.

     The Class 9 Claim is further divided into separate subclasses
     to reflect the Class 9 creditor's separate claims on separate
     collateral: Class 9A, 965 Parallel Dr.; Class9B, 43467 Hwy
     299.

     Class 9A and 9B claimant will receive a modified promissory
     note as to each such claim for all outstanding principal,
     interest, late charges, collection costs, and attorneys fees
     due as of the effective date.  These notes will be deemed
     secured by the existing lien.  Class 9A and 9B Secured Claims
     are impaired.

   * Class 10 Secured Claims of Larry Moss

     The Class 10 claim is further divided into separate
     subclasses to reflect the Class 9 creditor's separate claims
     on separate collateral: Class 10A, 14340 Lakeshore Dr.; Class
     10B, 14335 Pearl St.; Class 10C, 370 S. Main Street; Class
     10D, 15895 Dam Road.

     The holder of the Allowed Class 10C Secured Claim will retain
     all of its lien rights under non-bankruptcy law.  Class 10C
     Secured Claim is not impaired under the plan.

     Class 10A and 10B claimant will receive the equivalent of the
     value of its claim.  Class 10A and 10B Secured Claims are
     impaired.

   * Class 11 Secured Claim of J. Berger

     The holder of Class 11 Secured Claim will receive the
     equivalent of the value of his claim.  Class 11 Secured Claim
     is impaired.

   * Class 12 Secured Claim of RC Pacific

     The Class 12 claimant will receive the equivalent of the
     value of its claim.  Class 12 Secured Claim is impaired.

   * Class 13 Secured Claim of Village Properties

     The holder of Class 13 Secured Claim will receive the
     equivalent of the value of its claim.  Class 13 Secured Claim
     is impaired.

   * Class 14 General Unsecured Claims

     Each holder of Allowed Class 14 Claim will receive pro rata
     distributions from available cash in the Plan Distribution
     Account up to the full amount their allowed claims with
     interest at the legal rate.  Class 14 General Unsecured
     Claims are impaired.

   * Class 15 Equity Interests

     All equity interests will be cancelled as of the effective
     date and no distribution will be made to their holders.
     Class 15 Equity Interests are impaired.

Following the effective date of the plan, the Chapter 11 trustee
will manage the estate and will have all the authority to act on
behalf of the estate.  Such management will include fulfilling the
duties and obligations of the estate under the proposed plan,
administering or abandoning any "excluded assets" and otherwise
fully administering the estate as required by the plan.

The Chapter 11 trustee will also have the right to enter into a
sale transaction through which she may sell certain of the
collateral.

The Chapter 11 Trustee will serve as agent for the estate in
making all cash distributions required to consummate the plan from
the Plan Disbursement Account.  Any funds transmitted to her will
be held in a segregated Plan Disbursement Account for the benefit
of holders of allowed claims.

Pursuant to the proposed plan, these executory contracts will be
assumed as of the effective date: (i) the leases for which
Superior Acquisitions is the named lessor as to 965 Parallel, the
Carl's Jr. Parcel, and 43467 Hwy 299; and (ii) the 15895 Dam Road
Agreement.  All other executory contracts and unexpired leases
will be deemed rejected as of the effective date.

                    About Superior Acquisitions

Superior Acquisitions, Inc., in Lakeport, California, filed for
Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 10-13730) on
Sept. 28, 2010, Judge Alan Jaroslovsky presiding.  The Law Offices
of Michael C. Fallon -- mcfallon@fallonlaw.net -- serves as
bankruptcy counsel to the Debtor.

Linda S. Green was later appointed as Chapter 11 trustee.  She is
represented by John H. MacConaghy, Esq. -- macclaw@macbarlaw.com
-- at MacConaghy and Barnier, as counsel.  The Debtor disclosed
$13,889,530 in assets and $14,866,437 in liabilities as of the
Chapter 11 filing.


SUPERIOR ACQUISITIONS: Court Approves Bachecki Crom Employment
--------------------------------------------------------------
Linda Green, the court-appointed trustee for Superior Acquisitions
Inc., sought and obtained approval from the U.S. Bankruptcy Court
for the Northern District of California to employ Bachecki Crom &
Co. LLP as her accountant.

Ms. Green tapped the firm to prepare and file tax returns, perform
tax analysis and prepare operating reports.  Bachecki Crom will
also assist the trustee in the investigation of assets, will
prepare a solvency analysis, among other things.

Bachecki Crom will be paid for its services on an hourly basis and
will be reimbursed for its expenses.  The hourly rates range from
$375 to $450 for partners, $195 to $325 for senior accountants,
and $140 to $165 for junior accountants.

Bachecki Crom does not hold any interest adverse to Superior
Acquisitions' estate, and that the firm and its personnel are
"disinterested persons," Jay Crom, a partner at Bachecki Crom,
disclosed in a declaration filed with the Bankruptcy Court.

                    About Superior Acquisitions

Superior Acquisitions, Inc., in Lakeport, California, filed for
Chapter 11 bankruptcy (Bankr. N.D. Calif. Case No. 10-13730) on
Sept. 28, 2010, Judge Alan Jaroslovsky presiding.  The Law Offices
of Michael C. Fallon -- mcfallon@fallonlaw.net -- serves as
bankruptcy counsel to the Debtor.

Linda S. Green was later appointed as Chapter 11 trustee.  She is
represented by John H. MacConaghy, Esq. -- macclaw@macbarlaw.com
-- at MacConaghy and Barnier, as counsel.  The Debtor disclosed
$13,889,530 in assets and $14,866,437 in liabilities as of the
Chapter 11 filing.


SW OWNERSHIP: Sues Lender for Stalling Project Construction
-----------------------------------------------------------
YTWHW.com 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.

According to the report, SW Ownership LLC said the fate of its
development is in jeopardy due to the lender's alleged refusal to
advance much-needed funds, selective payment of contractors
and prioritization of the project's Jack Nicklaus-designed golf
course at the expense of all other components of the Texas
community.

The report notes, in the lawsuit, which SW Ownership filed with
the U.S. Bankruptcy Court in Austin, Texas, the company seeks to
dismiss or subordinate any claims the lender has against it.  It's
also requesting damages for the harm it experienced as a result of
the lender's alleged breach of contract and the undue control IBC
allegedly exercised over the project.

                        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.

SW Ownership, LLC, filed for Chapter 11 bankruptcy protection on
Feb. 28, 2011 (Bankr. W.D. Tex. Case No. 11-10485).  The Debtor
estimated its assets at $50 million to $100 million and debts at
$10 million to $50 million.


SW PENNSYLVANIA REGIONAL: Former Alcoa Headquarters in Ch. 11
-------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports
that Southwestern Pennsylvania Regional Corp., the owner of a
Pittsburgh building donated by Alcoa Inc. in 1998, filed a
Chapter 11 petition on March 29 in its hometown.

Mr. Rochelle recounts that SPRC, a not-for-profit organization,
was unable to pay operating expenses after two tenants left the
building.  The first-lien lender, First Commonwealth Bank,
scheduled a May 2 sheriff's sale to take ownership based on the
defaulted $10.4 million loan.

Although there is no objection to turning the building over, SPRC
intends on using Chapter 11 to insure there will be no liability
on its part with regard to the building after foreclosure,
according to Mr. Rochelle's report.

There is a second lien on the building held by PNC Bank NA.
The building was appraised for $5 million, a court paper says.

Pittsburgh-based SPRC filed a Chapter 11 petition (Bankr. W.D. Pa.
Case No. 11-21860) on March 29, 2011.  Michael Kaminski, Esq., at
Blumling & Gusky, LLP, in Pittsburgh, serves as counsel to the
Debtor.  The Debtor estimated assets of $1,000,001 to $10,000,000
and debts of $10,000,001 to $50,000,000 in its Chapter 11
petition.

SPRC's Chapter 11 case summary was published in yesterday's
Troubled Company Reporter.


TARAZ KOOH: Chapter 11 Restructuring Plan Took Effect March 14
--------------------------------------------------------------
Taraz Kooh LLC announced that its second amended Chapter 11 plan
of reorganization took effect on March 14, 2011, allowing the
Company to complete its restructuring and emerge from bankruptcy
protection.

The restructuring plan took effect more than two weeks after it
was confirmed by the U.S. Bankruptcy Court for the Northern
District of Texas on Feb. 24, 2011.

                        The Chapter 11 Plan

The Chapter 11 plan submitted by the Debtor provides that the
Reorganized Debtor will continue in business in a form and manner
substantially similar to the Debtor's prepetition business
practices.

Under the terms of the Plan, the claim of noteholder Wells Fargo
Bank, N.A. will be fully satisfied by the modification and
ratification of existing loan documents.  The modified Wells Fargo
loan will be secured by the collateral which secures the existing
promissory note payable to the Noteholder, except to the extent
that any property is remitted to or retained by the Noteholder
under the terms of the Plan.  In connection with the closing of
the Modified Wells Fargo Loan, the Debtor will obtain a recordable
release of the outstanding mechanic's lien in the amount of
$54,275.19.  The Reorganized Debtor will timely pay the balance of
2010 Ad Valorem taxes after application of current escrowed funds
for the purpose; provided however, the Reorganized Debtor will
continue to escrow $23,083 per month through January 2010 for the
purpose of payment of Ad Valorem taxes on the property for 2010 by
the Reorganized Debtor at the time as those taxes are due and
payable under applicable non-bankruptcy law.  The tax and
insurance escrow will continue under the Modified Wells Fargo
Loan.  The Reorganized Debtor will, no later than the effective
date, establish an escrow account with the Noteholder in an amount
not less than $376,000 sufficient to satisfy all outstanding items
under the Doubletree PIP, which PIP Escrow will be funded as: (i)
on the effective date of the Plan, $129,874.88 from the existing
FF&E Reserve and Seasonality Reserve; (ii) on the effective date
of the Plan, $123,062.56 from sources other than cash flow from
the Property; and (iii) on May 31, 2011, $123,062.56 from sources
other than cash flow from the Property.  The Reorganized Debtor
will execute an amendment to its existing cash management account
to create a lockbox account upon any event of default occurring on
or after the effective date of the Modified Wells Fargo Loan.  On
the effective date of the Plan, the Reorganized Debtor will assume
the current Doubletree Franchise Agreement, and the FF&E Lease
with Vendor Capitol Group.  The Secured claims of Chase Bank and
Ford Motor Credit will be paid according to the terms of the
prepetition loan and security agreements.  In addition, unsecured
creditors will be paid 75% of the allowed amount of their claims,
without interest, in eight equal quarterly installments commencing
on the first day of the first month following the effective date.
The Insider Claims of Alireza Morirahimi and Parvin Mosavi will be
subordinated to General Unsecured Claims and won't receive any
distributions on account of their Insider Claims from the
Reorganized Debtor until all senior claims are paid pursuant to
the terms of the plan.  Equity Interest Holders will retain their
membership interests in the Reorganized Debtor, provided, however,
no distribution will be made on account of the interests until all
payments are made as provided under the Plan and the Noteholder is
paid on account of its claim in full, in cash.

Copies of the plan and the disclosure statement, as amended Dec.
12, 2010, are available for free at:

        http://bankrupt.com/misc/TARAZ_KOOH_amendedplan.pdf
        http://bankrupt.com/misc/TarazKooh_AmendedDS.pdf

                          About Taraz Kooh

Richardson, Texas-based Taraz Kooh, LLC, filed for Chapter 11
bankruptcy protection on March 14, 2010 (Bankr. N.D. Texas Case
No. 10-31814).  John Mark Chevallier, Esq., at McGuire, Craddock &
Strother, P.C., assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10 million to
$50 million.


TC GLOBAL: CEO Pennington to Retire; Pearson to Take Over
---------------------------------------------------------
TC Global, Inc., dba Tully's Coffee announced that Carl W.
Pennington made the decision to retire from his position as
President and Chief Executive Officer of Tully's Coffee, effective
March 31, 2011.  Mr. Pennington will be replaced by Scott M.
Pearson, who will take over as CEO and President effective
April 1, 2011.

While retiring from managing the day-to-day operations of Tully's
Coffee, Pennington will continue to serve as Chairman of the Board
of Directors until the next shareholder meeting, which is expected
to occur later this spring.

"The last three years at Tully's Coffee has generated some the
most exciting and rewarding experiences of my professional
career," said Mr. Pennington.  "While I'll certainly miss the
amazing employees and staff that pour their heart and soul into
the success of Tully's everyday, now is the time for me to step
back and enjoy retirement with my loving wife of 50 years and my
beautiful children and grandchildren."

"We wish to thank Carl for his years of service to the Company as
CEO, and for guiding the company through a period of significant
change," said Jan Hendrickson, lead director of Tully's Board of
Directors.  "We wish Carl all the best in his well-deserved
retirement, and all his future endeavors."

As newly appointed CEO, Mr. Pearson brings Tully' an accomplished
executive with outstanding leadership credentials and proven
success.  He has a solid track record with a broad spectrum of
businesses, spanning from small entrepreneurial companies to the
Fortune 100, including IBM and Coca Cola Enterprises.

"Scott is going to bring an outstanding energy, business acumen
and sales philosophy to Tully's Coffee, not to mention his in-
depth knowledge and experience in the consumer-packed goods and
beverage industry," said Mr. Pennington.  "He and I will be
working closely together to make this a seamless transition so we
are able to build upon the momentum we currently have, and elevate
our business to an even higher level with Scott's leadership."

"We are thrilled that an executive of Scott Pearson's caliber will
join us as we continue to improve the operations of Tully's," said
Hendrickson.  "We look forward to working closely with Scott to
maximize the opportunity Tully's presents for all its
stakeholders."

Mr. Pearson's proven experience recruiting, galvanizing and
leading high performance teams that are focused on maximizing
revenue, profitability and exemplary customer service will be a
great asset to Tully's.

                         About TC Global

TC Global, Inc., dba Tully's Coffee, is a specialty coffee
retailer and wholesaler.  Through company owned, licensed and
franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at nearly 600 branded retail locations
globally, including more than 200 in the United States.  TC Global
also has the rights to distribute Tully's coffee through all
wholesale channels internationally, outside of North America, the
Caribbean and Japan. TC Global's corporate headquarters is located
at 3100 Airport Way S, in Seattle, Washington.  See
http://www.TullysCoffeeShops.com

The Company reported a net loss of $1.03 million on $9.13 million
of net sales for the thirteen weeks ended Dec. 26, 2010, compared
with a net loss of $1.46 million on $8.97 million of net sales for
the 13 weeks ended Dec. 27, 2009.

The Company's balance sheet at Dec. 26, 2010 showed $9.38 million
in total assets, $16.23 million in total liabilities and
$6.85 million in total stockholders' deficit.


TENET HEALTHCARE: Deadline for Submission of Proposals on June 10
-----------------------------------------------------------------
Tenet Healthcare Corporation, on Jan. 7, 2011, announced that its
2011 annual meeting of shareholders would be held on Thursday,
Nov. 3, 2011.  In light of the 2011 annual meeting date, the
Company has set a new deadline for the receipt of shareholder
proposals submitted pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended, for inclusion in the Company's
proxy materials for the 2011 annual meeting.  In order to be
considered timely, those proposals must be received by the
Corporate Secretary at the Company's principal executive office at
1445 Ross Avenue, Suite 1400, Dallas, Texas 75202 no later than
the close of business on June 10, 2011.

This deadline applies only to shareholder proposals submitted in
accordance with Rule 14a-8 for inclusion in the Company's proxy
materials related to the Company's 2011 annual meeting of
shareholders.  The deadline for the submission of all other
shareholder proposals, as well as shareholder nominations of
director candidates, to be brought before the Company's 2011
annual meeting of shareholders in accordance with the Company's
Amended and Restated Bylaws has already expired.

                       About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

The Company's balance sheet at Dec. 31, 2010, showed $8.50 billion
in total assets, $6.68 billion in total liabilities, and
$1.82 billion in total equity.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its 'B2' corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending Dec. 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt outstanding as
of Sept. 30, 2010.


THEATRE CLUB: Files Schedules of Assets & Liabilities
-----------------------------------------------------
The Theatre Club of Los Angeles, LLC, has filed with the U.S.
Bankruptcy Court for the Central District of California its
schedules of assets and liabilities, disclosing:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                       $8,490,895
B. Personal Property                  $20,003,100
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $7,743,542
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $3,021
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                $342,219
                                      -----------     -----------
      TOTAL                           $28,493,995      $8,088,782

Headquartered in Los Angeles, California, The Theatre Club of Los
Angeles, LLC, a California LLC, filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Calif. Case No. 11-21918) on March 21,
2011.  Aamir Raza, Esq., at the Law Office of Aamir Raza, serves
as the Debtor's bankruptcy counsel.


THEATRE CLUB: Section 341(a) Meeting Scheduled for May 3
--------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of The
Theatre Club of Los Angeles, LLC, a California LLC's creditors on
May 3, 2011, at 11:00 a.m.  The meeting will be held at Room 2610,
725 S Figueroa Street, Los Angeles, California.

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

Headquartered in Los Angeles, California, The Theatre Club of Los
Angeles, LLC, a California LLC, filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Calif. Case No. 11-21918) on March 21,
2011.  Aamir Raza, Esq., at the Law Office of Aamir Raza, serves
as the Debtor's bankruptcy counsel.  According to its schedules,
the Debtor disclosed $28,493,995 in total assets and $8,088,782 in
total debts as of the Petition Date.


TREY RESOURCES: Incurs $568,505 Net Loss in 2010
------------------------------------------------
Trey Resources, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting a net loss of
$568,505 on $7.48 million of total revenue for the year ended
Dec. 31, 2010, compared with a net loss of $1.50 million on
$7.41 million of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.02 million
in total assets, $6.13 million in total liabilities and $5.11
million in total stockholders' deficit.

Friedman LLP, in East Hanover, NJ, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
Company's financial statements for the year ended Dec. 31, 2010
have been prepared assuming the Company will continue as a going
concern.  The Company has incurred substantial accumulated
deficits and operating losses, and at Dec. 31, 2010, has a working
capital deficiency of approximately $5.1 million.

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

Livingston, N.J.-based Trey Resources, Inc. operates as a business
consultant, and value-added reseller and developer of financial
accounting software in the United States.


TRIBUNE CO: Deadline to Effectuate Service to Preferences Extended
------------------------------------------------------------------
Pursuant to Rule 4(m) of the Federal Rules of Civil Procedure and
Rule 7004(a)(1) of the Federal Rules of Bankruptcy Procedure, the
time to effectuate service in 212 preference actions filed by the
Official Committee of Unsecured Creditors in Tribune Co.'s Chapter
11 cases is extended by six months, to Oct. 4, 2011 or Oct. 6,
2011, as determined based on the date each of the preference
complaints was filed.

Prior to the entry of the Court's order, the Creditors Committee
certified to the Court that no objection was filed as to its
request to extend time to effect service of original process.

As reported in the Dec. 10, 2010 edition of the Troubled Company
Reporter, the Official Committee of Unsecured Creditors filed
adversary proceedings against 212 defendants seeking to avoid
transfers and to recover property transferred.

The Complaints each seeks to avoid and recover from the
Defendants, or from any other person or entity for whose benefit
the transfers were made, all preferential transfers of property
made for or on account of an antecedent debt and to or for the
benefit of the Defendants by the Debtors during the one-year
period prior to the Petition Date.

To the extent the Defendants have filed proofs of claim or have
claims listed on the Debtors' schedules of assets and liabilities
as undisputed, liquidated, and not contingent, or has otherwise
requested payment from the Debtors' or their Chapter 11 estates,
the Complaints are not intended to be, nor should it be construed
as, a waiver of the Committee's right to object to those Claims
for any reasons.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Warren Beatty Wins in "Dick Tracy" Suit vs. Tribune
---------------------------------------------------------------
Judge Dean D. Pregerson, a California district court judge, has
ruled in favor of actor Warren Beatty in a legal dispute with
Tribune Media Services over the right to make movies and
television shoes using the "Dick Tracy" character, The Post
Chronicle reported on March 27.

In his written order, Judge Pregerson writes that "[Mr.] Beatty's
commencement of principal photography of his special on November
8, 2008 was sufficient for him to retain the Dick Tracy rights."

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: TV Guide Wants Payment for Ongoing Infringement
-----------------------------------------------------------
TV Guide Online, LLC, asks the Court to direct the Debtors to pay
its administrative expense claim for damages arising from Debtor
Tribune Media Services's alleged ongoing infringement of U.S.
Patent No. 5,988,078.  TV Guide did not seek a specific amount.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRICO MARINE: Unit Solicitation for Swap, Prepack Expires Today
---------------------------------------------------------------
Trico Shipping AS, a subsidiary of Trico Marine Services, Inc.,
announced on March 31, 2011, that it has extended the expiration
date of its out-of-court exchange offer to the holders of its
11 7/8% senior secured notes due 2014, the solicitation of
consents to the governing indenture, and the solicitation of
acceptances from its Noteholders and other creditors of a
prepackaged plan of reorganization, to 5:00 p.m. Eastern Time on
April 1, 2011.  Withdrawal rights under the Exchange Offer will
not be extended by the new expiration date. The Exchange Offer,
Consent Solicitation and solicitation of acceptances of the
Prepackaged Plan are otherwise unchanged.

The Exchange Offer, Consent Solicitation and solicitation of
acceptances of the Prepackaged Plan were scheduled to expire at
12:00 midnight Eastern Time on the end of March 30, 2011.  At
12:00 midnight Eastern Time on the end of March 30, 2011,
$395,421,000 principal amount of Notes representing approximately
98.86% of the outstanding principal amounts of the Notes had been
validly tendered and not withdrawn in the Exchange Offer.

The Exchange Offer is being made, and the New Common Stock is
being offered and issued within the United States only to
"qualified institutional buyers" as defined in Rule 144A under the
Securities Act of 1933, as amended or institutional "accredited
investors," as defined in Rule 501 under the Securities Act, and
outside the United States to non-U.S. investors.  The New Common
Stock to be offered has not been registered under the Securities
Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

                       About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
serve as the Debtor's bankruptcy counsel.  The Debtor disclosed
US$30,562,681 in assets and US$353,606,467 in liabilities as of
the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TRIUS THERAPEUTICS: Prism Venture Discloses 12.5% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Prism Venture Partners V, L.P., and its affiliates
disclosed that they beneficially own 2,958,230 shares of common
stock of Trius Therapeutics, Inc., representing 12.5% of the
shares outstanding, based on 23,584,417 shares of Common Stock
outstanding as of Nov. 10, 2010.

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

                        http://is.gd/icTTJz

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.

The Company reported a net loss of $23.86 million on $8.03 million
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $22.68 million on $5.01 million of total revenues
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $49.50 million
in total assets, $3.81 million in total current liabilities,
$238,000 in deferred revenue and $45.45 million in total
stockholders' equity.


TYSON FOODS: Moody's Upgrades Corporate Family Rating to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service upgraded Tyson Foods Inc.'s Corporate
Family and Probability of Default ratings to Ba1 from Ba2
recognizing the company's conservative debt capital structure and
the relatively attractive operating environment.  The rating
outlook is stable.  While Moody's believes that feed input costs
will remain high relative to historical averages and close to the
2008 spike, an improving export market and attractive pricing
(supported by tight supply in pork and beef) will support ongoing
profitability.  Moody's view includes the expectation that
increased production in the chicken sector alongside expensive
feed will have a meaningful negative impact on Tyson's chicken
segment during the latter half of 2011 as hedges roll off.
Regardless, Moody's believes Tyson's credit profile will remain
consistent with its new higher rating.

Moody's stable outlook reflects the ongoing debt reduction
anticipated from Tyson and the company's commitment to financial
conservatism.  In addition, Moody's affirmed Tyson's SGL-1
Speculative Grade Liquidity Rating, recognizing the company's
very good liquidity.

Ratings Upgraded:

Tyson Foods Inc.

  -- Corporate Family Rating to Ba1 from Ba2

  -- Probability of Default Rating to Ba1 from Ba2

  -- Senior unsecured notes, guaranteed by Tyson Fresh Meats,
     Inc., to Ba1 (LGD4, 62%) from Ba2;

  -- Senior unsecured unguaranteed debt to Ba2 from B1 (LGD6, 90%)

The rating outlook is stable.

Rating Affirmed:

  -- SGL-1 Speculative Grade Liquidity Rating

                        Ratings Rationale

The Ba1 CFR incorporates Moody's view that Tyson's dominant size
and scale in the three main proteins compensates for the low
margin and highly competitive nature of each of Tyson's three
large operating segments (beef, pork and chicken).  Moreover,
opportunities for growth in branded products and international
markets should also moderate the inherent volatility associated
with Tyson's more commodity-oriented products.

Tyson's SGL-1 Speculative Grade Liquidity Rating reflects the
company's sizable cash balance, expected positive free cash over
the next 12 months, availability under its revolving credit
facility and the absence of covenant pressure over the next 12 to
15 months.

Moody's could upgrade the ratings to investment grade should
Tyson maintain its trend of modest leverage and free cash flow
generation despite industry volatility.  Specifically, Moody's
could upgrade the ratings should the company maintain debt/EBITDA
below 2.5 times and EBITA-to-interest expense above 5 times during
most economic environments.  The company would also need to
maintain sufficient financial flexibility, including excellent
liquidity, alongside evidence that its substantial size and
diversity offsets the plethora of risks that are outside the
company's control.  In addition, Moody's would need to believe
that Tyson would maintain its commitment to financial
conservatism.

Moody's would consider a downgrade to Tyson's ratings if liquidity
deteriorates (such as erosion of cushion under its financial
maintenance covenants or a large reduction in the company's cash
balance) or if an unfavorable supply and demand environment drives
down profitability.  Specifically, ratings could be downgraded if
debt-to-EBITDA is sustained above 2.5 times or the company
generates negligible free cash flow.  Acquisitions that pushed
debt/EBITDA above 3 times for an extended period would also put
pressure on the ratings.


UNITED CONTINENTAL: Gives 1Q/Full Year 2011 Projections
-------------------------------------------------------
United Continental Holdings, Inc., filed with the U.S. Securities
and Exchange Commission on March 21, 2011, an investor update
providing forward-looking information for the first quarter and
full year 2011.

United Continental Vice President and Controller Chris Kenny said
all year-over-year comparisons in the March 21 Investor Update
are based on the pro-forma combined company financial statements
previously published in United Continental's investor updated
dated January 26, 2011.

                        Capacity

United Continental estimates its first quarter consolidated
domestic available seat miles to be down 2.1% year-over-year, and
its consolidated international ASMs to be up 5.7% for a
consolidated ASM increase of 1.2% year-over-year.  For the full
year, the Company estimates consolidated domestic ASMs to be down
between 2.0% and 3.0% year-over-year, and consolidated
international capacity to be up between 3.0% and 4.0% year-over-
year, resulting in roughly flat consolidated ASM's year-over-
year, consistent with the Company's previous updated capacity
guidance provided on March 7, 2011, Mr. Kenny said.

                    Revenue Guidance

Mr. Kenny stated that first quarter consolidated passenger
revenue per ASM is expected to grow between 10.0% and 11.0% year-
over-year.  Cargo and other revenue for the quarter is expected
to be between $1,010 million and $1,020 million, he noted.

                  Non-Fuel Expense Guidance

First quarter consolidated cost per ASM (CASM), excluding fuel,
profit sharing, certain accounting charges and merger-related
expenses for the Company is expected to be up 2.75% to 3.25%
year-over-year.

                        Fuel Expense

The Company estimates its consolidated fuel price, including the
impact of settled cash hedges, to be $2.76 per gallon for the
first quarter based on the forward curve as of Mar. 15, 2011.

                Non-Operating Income/(Expense)

Non-operating expense for the Company is estimated to be between
$(240) million and $(250) million for the first quarter.  Non-
operating income/(expense) includes interest expense, capitalized
interest, interest income and other non-operating
income/(expense).

                            Taxes

The Company expects to record minimal cash taxes in 2011.

              Capital Expenditures and Scheduled
              Debt and Capital Lease Payments

In the first quarter, the Company expects a total of
approximately $300 million of gross capital expenditures and
approximately $200 million of net capital expenditures, both
excluding purchase deposits of approximately $35 million.

Scheduled debt payments for the first quarter are estimated to be
approximately $450 million, including approximately $150 million
in cash that the Company paid to repurchase the Company's 5.0%
Senior Convertible Notes due 2021 in February, according to Mr.
Kenny.  Total debt payments for the first quarter are estimated
to be approximately $630 million, including approximately $180
million in prepayments of debt obligations that the Company made
during the quarter, he stated.

                        Cash Balance

The Company expects to end the first quarter with $8.9 billion of
unrestricted cash, cash equivalents and short-term investments,
which includes approximately $0.2 billion of fuel hedge
collateral.

                  Advance Booked Seat Factor
         (Percentage of Available Seats that are Sold)

Mr. Kenny related that compared to the same period last year, for
the next six weeks, mainline domestic advance booked seat factor
is up 1.4 points, mainline international advance booked seat
factor is down 4.1 points, mainline Atlantic advance booked seat
factor is down 3.7 points, mainline Pacific advance booked seat
factor is down 2.6 points and mainline Latin America advance
booked seat factor is down 5.9 points.  Regional advance booked
seat factor is down 2.1 points, he added.

                    Fuel Price Sensitivity

For the second quarter, the Company has hedged 59% of its
estimated consolidated fuel consumption at an average WTI crude
oil price of $83 per barrel.  The Company's estimated settled
hedge impacts at various crude oil prices, based on the hedge
portfolio as of Mar. 15, 2011, are:

                Cash Settled
Crude Oil Price  Hedge Impact   1Q11   2Q11   3Q11   4Q11   FY11
---------------  ------------   ----   ----   ----   ----   ----
$120 per Barrel  Fuel Price
                Excluding
                Hedge ($/gal) $2.92  $3.77  $3.81  $3.80  $3.59

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.48)($0.30)($0.13)($0.29)

$110 per Barrel  Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.92  $3.53  $3.57  $3.56  $3.41

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.35)($0.20)($0.06)($0.20)

$100 per Barrel  Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.92  $3.30  $3.33  $3.32  $3.22

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.23)($0.11)($0.01)($0.13)

$97.14 per       Fuel Price
Barrel           Excluding
                Hedge
                ($/gal)       $2.92  $3.23  $3.26  $3.26  $3.17

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.19)($0.08) $0.00 ($0.11)

$90 per Barrel   Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.92  $3.06  $3.09  $3.08  $3.04

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.11)($0.03) $0.02 ($0.07)

$80 per Barrel   Fuel Price
                Excluding Hedge
                ($/gal)       $2.92  $2.82  $2.85  $2.85  $2.85

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16)($0.00) $0.03  $0.05 ($0.01)

$70 per Barrel   Fuel Price
                Excluding
                Hedge
                ($/gal)       $2.92  $2.58  $2.62  $2.61  $2.68

                Increase/
                (Decrease) to
                Fuel Expense
                ($/gal)      ($0.16) $0.12  $0.10  $0.08  $0.05

A full-text copy of the March 21 Investor Update is accessible
for free at  http://ResearchArchives.com/t/s?7581

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At Sept. 30, 2010, United Continental had $20.055 billion in total
assets against total current liabilities of $8.256 billion, long-
term debt of $6.025 billion, long-term obligations under capital
leases of $906 million, other liabilities and deferred credits of
$7.074 billion, and a stockholders' deficit of $2.206 billion.


UNITED CONTINENTAL: Continues to Respond to Rising Jet Fuel Prices
------------------------------------------------------------------
United Continental Holdings, Inc. President and Chief Executive
Officer Jeffery Smisek discussed at a recent conference steps
taken by the company to respond to rising fuel costs and other
challenges airlines are facing.

At the 2011 JP Morgan Aviation, Transportation & Defense
Conference on March 22, 2011, Mr. Smisek mentioned that the
airline industry has been plagued by challenges, including
taxation & regulation, fragmentation, volatile cost structure and
product commoditization.  He cited the airlines have increased
air fares in response to rising fuel price.  Specifically, United
Continental has made two fare increases in January and has
increased air fares six times from February to March 13, 2011.
Still on the fuel response, United Continental plans to reduce
fourth quarter 2011 domestic capacity by 5% year-over year, he
disclosed.

In other Company updates, Mr. Smisek stated that business
customers at United Air Lines, Inc. contribute approximately 65%
of passenger revenue.  He said United's global presence extends
from a domestic network with hubs in four largest U.S. cities.
According to him, United's service out of New York, Los Angeles,
and Chicago is unparalleled by any U.S. network carrier because
of these factors:

  * most share of local traffic in all three markets;

  * service to most destinations worldwide;

  * most combined departures to the U.K., China, Germany, and
    India; and

  * most connecting itineraries available.

Mr. Smisek also emphasized that United Continental topped the on-
time arrival and completion factor in 2010.  He added that United
has over 2,000 more lie-flat seats than any other U.S. carrier
and is the only global carrier to have extra legroom in economy
across network.

As to its first quarter 2011 outlook, United Continental expects
to end first quarter with $8.9 billion of unrestricted cash and
$2.5 billion of scheduled debt payments in 2011, according to Mr.
Smisek.  United Continental also expects delivery of four Boeing
737 in 2011 and has firm orders for 50 Boeing 787 and 25 Airbus
A350 aircraft, he said.  Over 325 mainline aircraft have leases
expiring or will become unencumbered by 2015, he added.

A full-text copy of the March 22 presentation slides is available
for free at:

    http://bankrupt.com/misc/United_0322JPMorganSlides.pdf

           United Fails to Raise Fares, Cuts Fuel Costs

United and Continental failed to push for a $10 increase of air
fares as other discount airlines did not raise their fare rates,
David Koenig of The Associated Press reported.

Mr. Koenig wrote that after several successful price increases
from December to February, two efforts to raise fares this month
have died, raising questions as to how much consumers are willing
to pay to travel.

United and Continental started the push for another fare increase
of $10 per round trip and were joined by Delta Airlines, American
Airlines and US Airways, AP noted.  However, the price hike began
to unravel when Delta and American rolled back the increase on
some routes, and then United and Continental cancelled the
increases, FareCompare.com CEO Rick Seaney told AP.

To cut fuel costs, United Continental may ground its Boeing Co.
737-500 and 767-200ER aircraft, Mary Schlangenstein of Bloomberg
News reported in a separate report.

Chief Executive Officer Jeff Smisek, however, clarified that the
capacity reductions will not require employee layoffs, Bloomberg
relayed.

Mr. Smisek related at an energy conference that United
Continental has more than $1,200 aircraft that burn 2,500 in fuel
every minute, Bloomberg noted.  United Continental has 34 737-
500s with an average age of 15 years and 10 767-200ERs that are
an average 9.8 years old, Bloomberg stated.  United Continental
is also looking at other opportunities to reduce fuel use across
its fleet, according to Mr. Smisek, Bloomberg relayed.

In a separate Bloomberg report, United Continental Senior Vice
President for Financial Planning and Analysis said at a
conference call that the company hedged 44% of its expected jet
fuel needs for this year.

    IATA Says Air Traffic Slowed by Mideast Turmoil, Quake

The International Air Transport Association said growth in air-
passenger traffic slowed in February due to political unrest in
the Middle East, and may be further diminished following the
earthquake in Japan, Chris Jasper of Bloomberg News reported.

Demand increased 6% compared with a year earlier, slowing from an
8.4% advance in January, according to the IATA, Bloomberg
relayed.  The IATA continued that political turmoil cut
international traffic by about 1% and was responsible for almost
all of the slowdown, the report mentioned.

IATA Chief Executive Officer Giovanni Bisignani said the first
quarter has been very difficult and load factors, a measure of
seat occupancy, shrank to an average 73%, down 2.2 percentage
points from peak levels, Bloomberg relayed.

As to rising fuel costs, the IATA pointed out that for every
dollar in the price of crude, the industry must recover an
additional $1.6 billion in added costs, Bloomberg added.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At Sept. 30, 2010, United Continental had $20.055 billion in total
assets against total current liabilities of $8.256 billion, long-
term debt of $6.025 billion, long-term obligations under capital
leases of $906 million, other liabilities and deferred credits of
$7.074 billion, and a stockholders' deficit of $2.206 billion.


UNITED CONTINENTAL: Might Reduce Capacity In Japan-Bound Flights
----------------------------------------------------------------
United Continental Holdings, Inc. felt a measurable decline in
demand for Japan-bound flights and indicated that capacity may be
cut as a result of the 9.0 magnitude earthquake, resulting
tsunami, and radiation leaks from one of its nuclear plant, Mary
Schlangenstein of Bloomberg News reported.

United Continental spokesperson Andrew Ferraro told Bloomberg
that the holding company is monitoring the markets closely and
will continue to provide the level of services needed.  Mr.
Ferraro, however, did not comment on whether the seating capacity
to Japan will be trimmed, Bloomberg reported.

Bloomberg observed that United Continental was the first major
U.S. airline to acknowledge that Japan travel has waned after the
northeastern region of the country was hit by the earthquake,
tsunami and radiation leaks at the Fukushima Dai-Ichi Plant.

United Continental said on March 18, 2011, that United's and
Continental's flight operations in Japan and the Pacific are
operating as scheduled, with the exception of flights from Guam
to Sendai.  Those flights are suspended due to the Sendai airport
closure.

Mr. Ferraro also confirmed that United Continental is in constant
contact with Japanese authorities to ensure employees' safety,
Bloomberg relayed.  Mr. Ferraro noted that shrinking demand for
flights to Japan is part of a modest drop in all U.S.-Japan
travel, Bloomberg relayed.

The United States is the largest international market connecting
to Japan, with 9.2 million passengers and $10.5 billion in
revenue annually, Bloomberg stated in another article, citing
Will Randow, an analyst at Citigroup Inc.'s report.  Indeed, 5%
of United Continental's total capacity is generated in Japan,
Bloomberg said.  United and Continental have 183 weekly
departures to Japan from the U.S. mainland and 1,000 employees in
Japan, according to Mr. Ferraro, Bloomberg added.

           United Pledges 8MM Miles to Help Japan

United Continental announced on March 18, 2011, it has increased
to eight million the number of miles that United Air Lines, Inc.
and Continental Airlines Inc. will provide as a one-time bonus to
frequent flyers who contribute to American Red Cross efforts to
aid those affected by the earthquake and tsunami in Japan.

Mileage Plus and OnePass members who give a minimum of $50 to the
American Red Cross through April 30, 2011, receive 250 bonus
miles, and those who contribute $100 or more are rewarded with
500 bonus miles.

"Because of the extraordinary generosity of our customers, we
expect to reach our initial five million mile commitment today,
just three days after we launched this initiative," said Sonya
Jackson, president of the United Airlines Foundation.

Since the initiative began March 15, nearly 9,000 donors have
made financial contributions to the American Red Cross.  In
addition, United and Continental customers have contributed more
than 50 million Mileage Plus and OnePass frequent flyer miles to
support American Red Cross travel needs.

Separately, the airlines are offering travel options to customers
booked for travel to, from or through Japan.  Details are
available at www.united.com and www.continental.com

With more than 1,000 employees throughout Japan, United and
Continental jointly operate more than 180 flights each week to
and from nine cities in Japan.

             How to Support the American Red Cross
                   and Earn Bonus Miles

Individuals who wish to support the disaster relief efforts
should visit the American Red Cross Web site to make a cash
donation: http://american.redcross.org/unitedairlines-pub. To
receive the mileage award, members of Mileage Plus should send an
e-mail to japanmileagebonus@united.com including: an electronic
receipt from the American Red Cross showing a donation of $50 or
more, the member's name and Mileage Plus number.  To receive the
mileage award, members of OnePass should send an e-mail to
onesolution@coair.com including: an electronic receipt from the
American Red Cross showing a donation of $50 or more, the
member's name and OnePass number.

               Customers May Also Donate Miles

Mileage Plus and OnePass members with accrued miles can donate
their miles to a charity through their respective airline's
program.  Many international relief organizations send personnel
and volunteers to assist in the affected region, and the donation
of miles will help defray their expenses.

Through these programs, Mileage Plus and OnePass members can
donate a minimum of 1,000 miles to any of the designated groups
involved in the relief effort.

To donate miles online, please visit www.united.com and
www.continental.com  You may also donate miles by calling Mileage
Plus Customer Service at 1-800-421-4655 or OnePass Customer
Service at 713-952-1630.

**Up to 500 Bonus award mile terms and conditions:

  (1) Must be a Mileage Plus or OnePass member to participate;
      to join go to www.united.com or www.continental.com

  (2) To receive a bonus, Mileage Plus members must email or
      forward to japanmileagebonus@united.com and OnePass
      members must email or forward to onesolution@coair.com: An
      electronic receipt from the American Red Cross showing a
      donation of $50 - $99 for 250 bonus award miles or
      $100 or more for 500 bonus award miles.  For processing,
      please include your name and Mileage Plus or OnePass
      number in the email message with the receipt.

  (3) Receipt must be dated no earlier than March 11, 2011, and
      must be received by April 30, 2011.

  (4) Donor's name must match the name on the Mileage Plus or
      OnePass account provided with the emailed receipt.

  (5) Please allow 6-8 weeks for mileage to post to account.

  (6) Bonus can be earned a maximum of one time.

  (7) A maximum of five million combined United Mileage Plus and
      Continental OnePass(R) miles will be donated by the United
      Airlines Foundation as part of this program and will be
      given on a first-come, first-served basis.

  (8) This offer is combinable with other offers and is subject
      to change without notice.

  (9) Bonus miles are redeemable for Mileage Plus or OnePass
      awards and do not count toward elite status.

(10) Miles accrued and awards issued are subject to the rules
      of the United Mileage Plus or OnePass program.  United or
      Continental, its subsidiaries, affiliates and agents are
      not responsible for any products and services of other
      participating companies and partners.  Taxes and fees
      related to award travel are the responsibility of the
      passenger.  United and Mileage Plus are registered service
      marks.  Continental and OnePass are registered service
      marks.  For complete details about the Mileage Plus
      program, visit www.united.com  For complete details about
      the OnePass program, visit www.continental.com

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At Sept. 30, 2010, United Continental had $20.055 billion in total
assets against total current liabilities of $8.256 billion, long-
term debt of $6.025 billion, long-term obligations under capital
leases of $906 million, other liabilities and deferred credits of
$7.074 billion, and a stockholders' deficit of $2.206 billion.


UNITED CONTINENTAL: Reaches Agreement on O'Hare Project Dispute
---------------------------------------------------------------
United Air Lines, Inc., entered into a $1.17 billion agreement
that will end its lawsuit to block a component of the O'Hare
International Airport's modernization project, Brian Louis and
Mary Schlangenstein of Bloomberg News reported.

The agreement with American Airlines, the U.S. Department of
Transportation Secretary Ray LaHood, and Chicago Mayor Richard M.
Daley will allow the modernization O'Hare International Airport
to move forward, add a runway capacity, and prevent flight
delays, according to the parties' joint statement on March 14,
2011.

With this agreement between the City of Chicago and American and
United Airlines in place, work can begin on an additional south
runway, as well as other airfield improvements needed to deal
with increasing traffic at the airport.  When the program is
complete, O'Hare will have eight modern runways, reducing flight
delays and improving efficiency for travelers throughout the
country.

United and American previously sued the City of Chicago to stop
the modernization project, which allegedly began without the
carriers' consent and would add to their operating costs at the
airport.  As a result of the lawsuit, the City delayed its sale
of about $1 billion of debt to fund construction at the airport,
Bloomberg noted.

The legal action will be dropped, Michael Trevino, spokesperson
for United, confirmed in an e-mailed statement to Bloomberg.

"This is a landmark achievement that will benefit air travelers
throughout the entire nation," said Secretary LaHood.  "Making
improvements to O'Hare will not only reduce flight delays and
improve service for air passengers across America, it will ensure
one of our busiest airports continues to thrive economically in
the future."

United President and CEO Chief Jeffrey commented that the
agreement allows the carriers to participate in growth in a
fiscally responsible manner, Bloomberg relayed.

The parties have agreed to return to the table no later than
March 1, 2013, to negotiate the terms and timing of the remaining
airfield components of the O'Hare Modernization Program.  When
completed, the program will provide needed airport runway
capacity well into the next decade and beyond.

In recent news, Reuters, citing the City's public statement,
reported that the City plans to sell about $1 billion of bonds
for O'Hare during the week of April 18.  Citigroup will
underwrite the pricing of third lien general airport revenue
bonds, which will finance runway and other projects, Reuters
noted.  The City also intends to sell about $51 million of
airport passenger facility charge revenue refunding bonds,
Reuters relayed.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At Sept. 30, 2010, United Continental had $20.055 billion in total
assets against total current liabilities of $8.256 billion, long-
term debt of $6.025 billion, long-term obligations under capital
leases of $906 million, other liabilities and deferred credits of
$7.074 billion, and a stockholders' deficit of $2.206 billion.


UNIVERSAL SOLAR: Incurs $593,808 Net Loss in 2010
-------------------------------------------------
Universal Solar Technology, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K reporting
a net loss of $593,808 on $2.39 million of sales for the year
ended Dec. 31, 2010, compared with a net loss of $421,562 on
$691,713 of sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $9.31 million
in total assets, $10.15 million in total liabilities and $844,093
in total stockholders' deficiency.

Paritz & Company, P.A., in Hackensack, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  According to the independent auditor, the
Company's current liabilities exceeded its current assets by
$1,484,406 and the Company has incurred net loss of $1,519,274
since inception.

A full-text copy of the annual report on Form 10-K is available
for free at http://is.gd/Zn6K9d

                        About Universal Solar

Based in Guangdong Province, in the People's Republic of China,
Universal Solar Technology, Inc. was incorporated in the State of
Nevada on July 24, 2007.  It operates through its wholly owned
subsidiary, Kuong U Science & Technology (Group) Ltd., a company
incorporated in Macau, P.R.C. on May 10, 2007.

The Company provides silicon ingots, wafers, high efficiency solar
photovoltaic ("PV") cells modules and other PV application
products in the EU, North America, Asia and Africa.


UTILITY LINE: Bid to Save Sewer Line Warranty Program Fails
-----------------------------------------------------------
Rich Lord at the Pittsburgh Post-Gazette reports that a bid to
save Pittsburgh's $5-a-month sewer line warranty program failed
when U.S. Bankruptcy Judge Jeffery A. Deller declined to second-
guess a state court finding that the arrangement was illegal.

According to the report, the Pittsburgh Water and Sewer Authority
won't be including the $5 charge on future bills.  Wilkinsburg-
based Utility Line Security Inc., which had been receiving those
payments, won't be honoring claims.  And the 65,000 households
that had stayed in the warranty program no longer have coverage.

Mr. Lord says the program has been controversial because the water
authority enrolled all of its members in the warranty program
without asking their consent.  Former water authority Executive
Director Michael Kenney resigned in December after nearly a year
of scrutiny into his personal and business ties with ULS
shareholders.

Utility Line Security, LLC, of Pittsburgh, which provides the
Pittsburgh Water and Sewer Authority's line warranty program,
filed for protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. W.D. Pa. Case No. 11-21630) on March 18, 2011.  The Debtor
estimated assets of up to $1 million and debts of up to
$10 million in the Chapter 11 filing.

The Debtor is represented by:

         Kirk B. Burkley, Esq.
         BERNSTEIN LAW FIRM PC
         2200 Gulf Tower
         707 Grant Street
         Pittsburgh, PA 15219
         Tel: (412) 456-8119
         Fax: (412) 456-8135
         E-mail: kburkley@bernsteinlaw.com


VALEANT PHARMACEUTICALS: Moody's Reviews 'Ba3' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Valeant
Pharmaceuticals International, a subsidiary of Valeant
Pharmaceuticals International, Inc., under review for possible
downgrade.  Ratings placed under review include Valeant's Ba3
Corporate Family Rating, Ba3 Probability of Default Rating and Ba3
senior unsecured rating.

This rating action follows the announcement by Valeant that it has
proposed acquiring Cephalon, Inc., for $73.00 per share in cash,
or approximately $5.7 billion, to be entirely debt financed.

Ratings placed under review for possible downgrade:

  -- Ba3 Corporate Family Rating

  -- Ba3 Probability of Default Rating

  -- Ba3 (LDG3, 48%) senior unsecured notes of $950 million due
     2016

  -- Ba3 (LGD3, 48%) senior unsecured notes of $500 million due
     2017

  -- Ba3 (LGD3, 48%) senior unsecured notes of $1 billion due 2018

  -- Ba3 (LGD3, 48%) senior unsecured notes of $700 million due
     2020

  -- Ba3 (LGD3, 48%) senior unsecured notes of $650 million due
     2021

  -- Ba3 (LGD3, 48%) senior unsecured notes of $550 million notes
     due 2022

Ratings withdrawn following repayment and termination of the
credit facility:

  -- Baa3 (LGD1, 8%) Senior secured Term Loan A of $1 billion

  -- Baa3 (LGD1, 8%) Senior secured revolving credit facility of
     $125 million

                        Ratings rationale

The ratings review is prompted by Valeant's aggressive financial
policies reflected in the Cephalon bid, the increase in financial
leverage that would result from acquiring Cephalon under the
proposed terms, and the integration risks related to Valeant's
rapid pace of acquisitions.

"An acquisition of Cephalon would provide Valeant with new
specialty pharmaceutical products including several strong brands
in neuroscience and pain, and a stronger generics presence in
Central Europe," stated Moody's Senior Vice President Michael
Levesque.

"However, the acquisition offer comes shortly on the heels of the
Biovail/Valeant merger and highlights an extremely dynamic
acquisition strategy and aggressive financial policies," continued
Levesque.

Moody's rating review will focus on: (1) final terms of any deal
that is consummated; (2) impact on credit metrics including
expectation of cost synergies, asset divestitures and deleveraging
potential; (3) integration risks, including strategies for dealing
with Cephalon's 2012 Provigil patent cliff; (4) Valeant's
financial policies including appetite for additional acquisitions
and share repurchases; and (5) the mix of debt in Valeant capital
structure.  Currently Moody's rates Valeant's senior unsecured
notes Ba3, the same as the Corporate Family Rating due to the
absence of any senior secured debt.  Under a scenario in which a
substantial amount of secured debt is added, the senior unsecured
notes would likely be rated below the Corporate Family Rating, and
potentially by multiple notches.

Moody's believes that under the currently proposed deal terms, the
rating impact on Valeant's Corporate Family Rating, if any, would
likely be limited to one notch.  This expectation reflects greater
scale with over $4 billion of pro form revenues, significant free
cash flow, and potential for large merger synergies.

Headquartered in Mississauga, Ontario, Valeant Pharmaceuticals
International, Inc. is a global specialty pharmaceutical company
formed from the merger of Biovail Corporation and Valeant
Pharmaceuticals International.  Total revenues in 2010 were
$1.2 billion, consisting largely of legacy Biovail revenues with
Valeant revenues recorded beginning as of the September 28, 2010
merger date.


VALEANT PHARMACEUTICALS: S&P Puts 'BB-' Rating on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed all of its
ratings on Mississauga, Ont.-based Valeant Pharmaceuticals
International Inc., including the 'BB-' corporate credit rating,
on CreditWatch with negative implications.

"S&P's ratings on Valeant reflect its fair business risk profile,
which both a continued reliance on acquisitions for growth and a
weak internal research and development program demonstrate," said
Standard & Poor's credit analyst Michael Berrien.  It also
reflects its aggressive financial risk profile.  These factors
outweigh the benefits of a broader product portfolio attained from
the recent acquisitions of Biovail and PharmaSwiss and the
proposed acquisition of Cephalon.

S&P will resolve the CreditWatch once the proposed acquisition is
definitively accepted or rejected.

"If the offer is rejected," said Mr. Berrien, "S&P could keep the
rating on CreditWatch Negative until S&P ascertains Valeant's
acquisition-related financial and strategic policies."


VERIFONE SYSTEMS: S&P Gives Positive Outlook, Keeps 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on San Jose, Calif.-based VeriFone Systems Inc. to
positive from stable.

In addition, S&P affirmed its 'BB-' corporate credit rating on
the company and its 'BB' issue-level rating on the company's
$540 million senior secured credit facilities.  The recovery
rating on these facilities remains at '2', indicating S&P's
expectation of substantial (70% to 90%) recovery for lenders in
the event of a payment default.

S&P also affirmed its 'B' issue-level rating on VeriFone's
$316 million senior convertible notes.  The recovery rating on
this debt remains at '6', indicating S&P's expectation of
negligible (0% to 10%) recovery for noteholders in the event of a
payment default.

"The ratings reflect S&P's expectation that recent revenue growth
will continue and consistent profitability will lead to sustained
debt leverage of 3.0x or less over the intermediate term," said
Standard & Poor's credit analyst Andrew Chang.


VERISK ANALYTICS: Moody's Assigns 'Ba1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned first-time Ba1 corporate family
and probability of default ratings to Verisk Analytics, Inc.  In
addition, Moody's assigned a Ba1 rating to Verisk's proposed
$350 million senior unsecured notes offering as well as a
speculative grade liquidity liquidity rating of SGL-1.  The rating
outlook is stable.

                        Ratings Rationale

"Verisk Analytics Ba1 rating reflects a predictable revenue stream
arising from its dominant position as a U.S. property and casualty
data provider, yet its financial leverage profile remains
uncertain in light of its aggressive growth plans," said Moody's
senior analyst Stephen Sohn.  Verisk's previously stated revenue
growth targets are well above the level implied by its core Risk
Assessment P&C business.  "To achieve above market growth and
earnings, Verisk will likely need to expand into other industries
subject to more competition, while continuing to pursue
acquisitions and stock buybacks," said Mr. Sohn.  Total combined
acquisition and share repurchases spending of $635 million
exceeded free cash flow of $295 million during 2010.

We anticipate that Verisk will sustain its high margins in its
core business as the leading actuarial and underwriting data
provider for the U.S. P&C industry (e.g., Risk Assessment
operating margins of 46% during 2010).  The Ba1 CFR also considers
Verisk's longstanding and relatively diversified customer
base in a concentrated industry and the company's scalable,
comprehensive claims database that enables the company to provide
risk management analytics to the P&C insurance industry.  At the
same time, the rating also takes into account Verisk's relatively
small scale, its geographic concentration, and sensitivity to the
P&C industry which remains challenged with the slowly recovering
economy.

Weighing on the rating is management's organic revenue growth
targets in excess of 10%, which likely exceeds the long term
growth rate of Verisk's core Risk Assessment business.  Given
management's growth plans, the precedence set by the amount of
share repurchases during the past year, Moody's expectation of
continued acquisition activity, and the modest cash balances ($55
million as of Dec. 31, 2010), Moody's believes the risks of higher
financial leverage or acquisition integration could arise which
are incorporated in the Ba1 rating.

The stable rating outlook reflects Moody's expectation that Verisk
will grow at a pace faster than Moody's base case scenario of low-
single digit GDP growth in the U.S. The growth prospects are
driven by the momentum in the Decision Analytics segment where
customers are increasingly seeking loss prevention and fraud
analytics solutions.

The rating could be upgraded if it becomes apparent that the
company can achieve its stated revenue growth targets, adhere to
disciplined financial policies, and maintain leverage (Moody's
adjusted debt to EBITDA) below 2 times for an extended period of
time.  Ratings pressure could arise if debt to EBITDA were to
approach 3.5 times on a sustained basis.

These ratings were assigned:

* Corporate Family Rating -- Ba1
* Probability of Default Rating -- Ba1
* $350 Million Senior Unsecured Notes -- Ba1 (LGD 4 -- 50%)
* Senior unsecured shelf rating -- (P)Ba1
* Subordinated shelf rating -- (P)Ba2
* Preferred shelf rating -- (P)Ba2
* Speculative Grade Liquidity Rating -- SGL 1


VISTEON CORP: S&P Assigns 'B+' Rating to $500 Mil. Notes
--------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its issue-
level rating of 'B+' and recovery rating of '4' on Van Buren
Township, Mich.-based Visteon Corp.'s proposed $500 million senior
unsecured notes due 2019.  At the same time, S&P affirmed its 'B+'
corporate credit rating on Visteon.  The outlook is stable.

"The affirmation reflects S&P's belief that the company will
continue to improve its operating performance, including
maintaining operating margins (before depreciation and
amortization) in the upper-single digits, following its emergence
from Chapter 11 in October 2010," said Standard & Poor's credit
analyst Nancy Messer.  "S&P also expects the company's key credit
measures to remain fairly consistent during the next year,
including adjusted debt to EBITDA under 2x."

In S&P's view, the most significant variable in Visteon's credit
profile in the near term is vehicle production volumes; Visteon's
backlog of business is more than 90% for the next few years.  A
second variable is the company's success in further reducing its
overhead costs.

S&P estimates that total debt to EBITDA (adjusted for
postretirement benefits and operating leases) will remain less
than 2x for the next few years.  For the rating, S&P expects total
debt to EBITDA to decline slightly in 2011, even as the company
uses cash.  S&P also expects Visteon to generate positive
discretionary cash flow in 2012 through improved operating income
and success in managing working capital, despite its expectation
that capital spending will rise.  S&P assumes Visteon could pursue
small acquisitions.

Visteon is a large Tier 1 supplier serving the global automaker
market.  The company had about $7.3 billion in consolidated
revenues and about $146 million in equity income in 2010 from
joint ventures, the largest being its 50% ownership of large
Chinese supplier Yanfeng Visteon Automotive Trim Systems Co. Ltd.

The stable outlook reflects S&P's belief that Visteon can generate
positive discretionary cash flow in 2012, achieve EBITDA margins
in the upper-single digits, and retain at least $600 million in
cash.  S&P estimates that this would require moderate revenue
growth by 2012 and operating margins before depreciation of at
least 7%.

S&P could lower the rating if it appears that the company would
use more than $250 million in cash in 2011 (including cash for
Chapter 11 and other restructuring payments), if S&P believed the
company would use discretionary cash flow in 2012, or if S&P
believed that debt to EBITDA, including its adjustments, would
rise rather than stay flat or decline.  For example, S&P estimates
that adjusted debt to EBITDA could reach 2.5x if Visteon's gross
margins fall by about 300 basis points on a modest revenue
decline.

S&P considers an upgrade less likely during the next year based
on its current assessment of business and financial risks and
Visteon's limited financial and strategic record since emerging
from Chapter 11.  Still, any future upgrade would likely be based
on whether S&P believed Visteon could sustain its margins and cash
generation capabilities.


VISTEON CORPORATION: Moody's Puts 'B2' Rating on $500 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Visteon
Corporation's new $500 million senior unsecured note offering that
will be used to repay its existing senior secured term loan.  In
related actions, Visteon's Corporate Family and Probability of
Default Ratings were affirmed at B1, and the company's Speculative
Grade Liquidity rating was affirmed at SGL-3.  The rating outlook
is stable.

This rating was assigned:

Visteon Corporation:

  -- B2 (LGD4, 59%), for the $500 million guaranteed senior
     unsecured note

These ratings were affirmed:

Visteon Corporation:

  -- Corporate Family Rating, B1;

  -- Probability of Default, B1;

  -- Ba1 (LGD2, 13%), for the $500 million senior secured term
     loan - this rating will be withdrawn upon repayment;

  -- SGL-3, Speculative Grade Liquidity Assessment

The $200MM asset based revolving credit facility is not rated by
Moody's.

The last rating action was on December 14, 2010, when the B1
Corporate Family Rating was assigned.

                        Ratings Rationale

Visteon's B1 Corporate Family Rating is supported by the company's
competitive market position in its automotive climate control and
interiors businesses which have enabled the company to achieve
new business wins of about $700 million through 2013.  This
new business should further diversify the company's revenue
base toward growing Asian markets and away from the Detroit-3.
Improving automotive production trends in Asia (40% of revenues in
2010) and North America (17%) in 2011 will help offset the impact
of business divestitures and plant closures executed in the second
quarter of 2010.  Visteon also continues to benefit from the
operational and financial restructurings achieved upon its October
2010 emergence from bankruptcy.  Moody's expect that Visteon's
core competitive strengths and the benefits of the restructurings
will enable it to maintain EBIT margins in the range of 3% to 5%,
a level that is supportive of a single-B rating level.  The
ratings also reflect Moody's assessment of the additional risks
involved with the company's ability to access funds generated by
its foreign subsidiaries and joint ventures on a timely and cost
effective basis.

The stable rating outlook incorporates Moody's view that generally
improving automotive industry conditions, and Visteon's modestly
leveraged capital structure, will drive credit metrics supportive
the assigned rating in the event of potential temporary customer
disruptions caused by the recent earthquake in Japan.

Visteon is anticipated to continue to have an adequate liquidity
profile over the next twelve months supported by cash balances and
a $200 million asset based revolving credit facility.  Cash
balances as of Dec. 31, 2010 were approximately $905 million,
excluding about $74 million of restricted cash.  The company's
unrestricted cash is distributed about 45% in North America/Europe
with the remainder in Asia.  On Dec. 31, 2010 the asset based
revolver had no cash drawings with borrowing base availability of
$150 million.  While modest in size, the facility is expected to
be largely undrawn over the near term.  Moody's continue to expect
Visteon to generate negative free cash flow over the near-term
after incremental capital expenditure requirements for new
business growth.  Previously required nominal amortization will be
eliminated with the bond refinancing.  The asset based revolving
credit facility does not have financial covenants.  Alternate
liquidity is limited by debt incurrence covenants under the credit
facilities.

Visteon, headquartered in Van Buren Township, Michigan, is a
leading global automotive supplier that designs, engineers and
manufactures innovative climate, electronic, interior and lighting
products for vehicle manufacturers.  The company has facilities in
26 countries and employs approximately 26,500 people.  Revenues
for the year ending Dec. 31, 2010, were approximately
$7.5 billion.


WILLBROS UNITED: Moody's Confirms 'B3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service confirmed Willbros United States
Holdings Inc.'s B3 corporate family rating, B3 probability of
default rating, and B3 senior secured bank ratings, but changed
the ratings outlook to negative.  The confirmation of the ratings
reflects that Willbros has obtained an amendment to its bank
credit facility, which alleviates Moody's immediate concerns with
respect to covenant compliance through the first quarter of 2011.
Moody's concerns over the adequacy of the company's liquidity
position nonetheless persist through the second and third quarters
of 2011, which is the basis for the negative outlook and
affirmation of Willbros' SGL-4 speculative grade liquidity rating,
reflecting weak liquidity.  This action concludes a review for
possible downgrade initiated February 18, 2011.

Willbros' B3 corporate family rating is constrained by its
liquidity pressures coupled with weaker than expected earnings
following its levered acquisition of InfrastruX Group, Inc. in
mid-2010.  The rating also considers the concentration of its
engineering and construction services within cyclical oil and gas
markets in North America which have been impacted by weak demand
and heightened competition.  Contract delays and restructuring
charges have compounded these challenges, which raise Moody's
concern that margin pressures may persist through 2011 and hinder
the company's ability to reduce its adjusted Debt/EBITDA leverage
of roughly 5.2x over the next year.  In turn, the company's
ability to maintain compliance with its bank financial covenants
is uncertain in Moody's opinion.  Willbros' rating is supported by
its established market position, significant experience with blue
chip customers and recent positive order trends, which have
supported a modest growth in backlog levels.

Downward rating action could occur if there is increased
likelihood that Willbros will not maintain compliance with its
bank financial covenants, or be unable to obtain relief from a
pending covenant default.  Downward rating pressure could also
develop if the company sustained its adjusted leverage above 5.5x.
The outlook could be returned to stable if the company alleviates
Moody's concerns over covenant compliance.  While not likely in
the near term, the rating could be moved up should the company
maintain an adequate liquidity profile and sustain adjusted
leverage below 4.5x.

Moody's last rating action was on February 18, 2011, when Moody's
downgraded Willbros' long term ratings to B3 from B2 and placed
the ratings under review for further possible downgrade.

Headquartered in Houston, Texas, Willbros United States Holdings,
Inc., is a wholly-owned subsidiary of publicly traded Willbros
Group, Inc.  The companies provide engineering and construction
services to the oil, gas and power industries, and also provide
end-to-end infrastructure construction services, primarily for the
electric and natural gas utility end-markets through the July 2010
acquisition of InfrastruX.  Pro-forma revenue for 2010 is
estimated at $1.5 billion.


WJO INC: Plan Filing Deadline Extended Until June 15
----------------------------------------------------
Judge Jean K. FitzSimon granted the request of WJO Inc. to extend
the deadline within which it has the exclusive right to file and
solicit acceptances of a bankruptcy plan by June 15 and July 15,
respectively.  The Official Committee of Unsecured Creditors had
objected to the request.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  Holly Elizabeth Smith,
Esq., and Thomas Daniel Bielli, Esq., at Ciardi Ciardi & Astin,
P.C., assist the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.


WPG HOLDINGS: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: WPG Holdings Two, LLC
        an Illinois Limited Liability Company
        119 SW Adams St.
        Peoria, IL 61602

Bankruptcy Case No.: 11-80769

Chapter 11 Petition Date: March 29, 2011

Court: United States Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Ariel Weissberg, Esq.
                  WEISSBERG AND ASSOCIATES, LTD.
                  401 S LaSalle St #403
                  Chicago, IL 60605
                  Tel: (312) 663-0004
                  E-mail: hava@weissberglaw.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/ilcb11-80769.pdf

The petition was signed by Keith D. Weinstein, manager.


X-RITE INC: S&P Assigns 'BB-' Rating to New Senior Secured Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
issue-level rating to X-Rite Inc.'s new senior secured facilities,
consisting of a $55 million revolving credit facility due 2016
and a $170 million term loan due 2016.  The rating is one notch
above the 'B+' corporate credit rating on the company.  S&P also
assigned a '2' recovery rating to this debt, indicating S&P's
expectation for substantial (70%-90%) recovery for lenders in the
event of a payment default.

The 'B+' corporate credit rating and the positive outlook on X-
Rite remain unchanged.  The ratings on X-Rite reflect S&P's
expectation that the company will sustain both recent positive
operating trends and lower leverage.  S&P expects that X-Rite will
continue to benefit from the broad economic recovery and that the
company can maintain its leading position in the niche market for
color management.

                          Ratings List

                           X-Rite Inc.

     Corporate Credit Rating                 B+/Positive/--

                           New Ratings

                           X-Rite Inc.

                         Senior Secured

            $55 mil revolving credit facility      BB-
            due 2016
             Recovery Rating                       2

            $170 mil term loan due 2016            BB-
             Recovery Rating                       2


Z TRIM HOLDINGS: Delays Filing of Annual Report
-----------------------------------------------
Z Trim Holdings, Inc., notified the U.S. Securities and Exchange
Commission that its Form 10-K for the period ended Dec. 31, 2010
could not be completed by March 31, 2011 without unreasonable
effort or expense, in most part due to the accounting for
derivative liabilities.

                            About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company's balance sheet as of June 30, 2010, showed
$4.4 million in total assets, $14.8 million in total liabilities,
and a stockholders' deficit of $10.4 million.

As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results.  The independent auditors noted that the Company has
suffered recurring losses from operations and requires additional
financing to continue in operation.


ZAINAB 76: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Zainab 76 Union
        246 W. 22nd St.
        Tucson, AZ 85713

Bankruptcy Case No.: 11-08369

Chapter 11 Petition Date: March 29, 2011

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

Judge: Eileen W. Hollowell

Debtor's Counsel: German Yusufov, Esq.
                  YUSUFOV LAW FIRM PLLC
                  5151 E. Broadway Blvd., Suite 1600
                  Tucson, AZ 85711
                  Tel: (520) 745-4429
                  E-mail: bankruptcy@yusufovlaw.com

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

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 Shahid M. Rana, partner.


* Financial Advisory and Restructuring Experts Launch Rock Point
----------------------------------------------------------------
Rock Point Associates, LLC, a financial advisory and restructuring
services company, opened its doors on March 1, 2011.  The new
practice serves a variety of industries including manufacturing,
real estate, energy, infrastructure, ethanol, hospitality and
retail, among others.

Leading the advisory and restructuring initiatives at Rock Point
Associates are four principals, all formerly part of the
restructuring and transaction advisory services practice at
Capstone Advisory Group, LLC.  Chip Cummins and Kip Horton both
held the position of executive director while Ned Kleinschmidt and
John Policano were members.  The four have a long history of
working together, with all of them holding positions in the
Policano & Manzo legacy practice and FTI Consulting.

Each principal has between 10 and 20 years of experience in
financial restructuring and turnaround services, providing
services including:

Strategic business planning

Cash management and forecasting

Bankruptcy planning and process management

Evaluating and developing commodity trading risk management
policies

Negotiating debtor-in-possession, bridge and exit financing

Analyzing debt capacity and capital structures

Analyzing and implementing restructuring alternatives

Managing business wind downs and liquidations

Crisis management including acting as Chief Restructuring
Officer or Interim Management

The firm members will continue to combine their vast experience in
restructuring and bankruptcy matters with the direct operational
knowledge obtained from serving as both interim management and
financial advisors.  Ned Kleinschmidt notes, "Our experience
enables us to arm our clients quickly and efficiently with the
knowledge needed to achieve an optimal outcome in a distressed
situation."

The new practice will have locations in the New York, New Jersey,
Chicago and Washington, D.C. areas.


* BOOK REVIEW: The Executive Guide to Corporate Bankruptcy
----------------------------------------------------------
Authors: Thomas J. Salerno; Craig D. Hansen; Jordan A. Kroop
Publisher: Beard Books
Hardcover: 728 pages
List Price: $174.95

The newly revised edition of The Executive Guide To Corporate
Bankruptcy is perfectly timed.  As the global economy continues to
deteriorate, more and more companies are sinking into insolvency
with executives at their helm who need a crash course in
bankruptcy realities.  This excellent book will quickly get both
the seasoned executive and the uninitiated lawyer up to speed on
the bankruptcy process.

Salerno, Kroop and Hansen understand that the reorganization
process can be intimidating, puzzling, and generally unpleasant.
They penetrate the opaque gloom that some lawyers tend to
perpetuate.  Each chapter of this book addresses a different
aspect of the reorganization process, beginning with an overview
of the origins and purpose of US bankruptcy laws and ending with a
debunking of common myths about reorganization.  In between, they
discuss each chapter of the bankruptcy code; discussing the gamut
from liquidations through Chapter 11 sales and full-blown
reorganizations.  The authors' ability to distill the bankruptcy
code's complex language into comprehensible and manageable blocks
of information makes the book extremely readable.

The Executive Guide is full of pragmatic advice.  After laying out
the essential elements and key players in the restructuring
process, the authors get down to the nitty gritty of navigating a
distressed company through reorganization.  They realistically
assess the challenges that an executive should expect to face in
Chapter 11.  They discuss how to assuage and balance the concerns
of employees and key vendors, address the inevitable creditor
dissatisfaction with executive compensation, deal with members of
their professional team and work effectively as an executive whose
actions will be constantly scrutinized and second-guessed.  The
authors also provide the cautionary note that "executives
preparing to embark on a reorganization are usually too
preoccupied with business emergencies to think about the personal
toll that the process will exact."

One common flaw in books that try to be accessible while dealing
with technical topics is that they fall short in providing the
reader with a substantive understanding of the subject matter.
The Executive Guide to Corporate Bankruptcy avoids this pitfall.
The book's fourth and fifth chapters provide in-depth analysis of
the strategic decisions and steps that should be taken during the
restructuring process.  The authors explain the importance that
venue can have a case, the intricacies of first day motions and
how to prepare for confirmation.  There is a detailed discussion
of the sale of assets during the course of a Chapter 11
restructuring and the importance of making sure that major
constituencies are a part of the decision-making process.  They
also walk the reader through the specifics of a plan of a
reorganization, explaining the dynamics of the negotiation
process, especially how to understand and appreciate the needs of
your constituents and how to get a plan confirmed.

The icing on the cake for this book is the excellent appendix.
The final section of the book includes a user-friendly glossary of
commonly used bankruptcy terms and a reorganization timeline.  It
also includes sample documents such as debtor-in-possession (DIP)
financing agreements, operating reports, first day motions and
orders, management severance agreements, and more.  The summary of
management incentive stock plans implemented in recent
restructuring transactions is particularly informative.

This is a terrific book.  While geared to the non-lawyer
executive, it will also be a useful resource for any lawyer who
wants to gain practical familiarity with the bankruptcy process.
This should be a best seller in today's environment, though it may
need to be delivered to most executives in a brown paper wrapper.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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