TCR_Public/120313.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, March 13, 2012, Vol. 16, No. 72

                            Headlines

321 18TH STREET: Case Summary & 6 Largest Unsecured Creditors
A&M PROPERTY: Case Summary & 3 Largest Unsecured Creditors
ALEXANDER SRP: Cash Collateral Hearing Set for March 16
ALEXANDER SRP: Has Until March 28 to File Schedules
ALEXANDER SRP: Sec. 341(a) Creditors' Meeting on April 4

ALEXANDRIA REAL ESTATE: S&P Rates $130MM Series E Pref. Stock 'BB'
AMERICAN AIRLINES: USAir Purchases American Web Names
APEX KATY: Patient Care Ombudsman Not Necessary
ARTHUR KLAPSTEIN: Canadian Bankr. Case Recognized by U.S. Court
AXXIUM CUSTOM: Case Summary & 2 Largest Unsecured Creditors

AZ-TECH RADIOLOGY: Case Summary & 20 Largest Unsecured Creditors
BAKERS FOOTWEAR: Marxe and Greenhouse Disclose 17.6% Equity Stake
BARNWELL COUNTY: Plan Outline Hearing Scheduled for March 19
BANKUNITED FINANCIAL: Liquidating Plan Becomes Effective
BAY THREE: Case Summary & 20 Largest Unsecured Creditors

BE AEROSPACE: S&P Rates $500-Mil. Senior Unsecured Notes at 'BB'
BEAZER HOMES: Moody's Updates Credit Opinion, Gives 'Caa2' CFR
BERNARD L. MADOFF: Wilpon, Madoff Jury Trial Begins Monday
BEXAR COUNTY: Moody's Reviews B1, B3 Bond Ratings for Downgrade
BRI BUSINESS: Case Summary & 5 Largest Unsecured Creditors

BRIER CREEK: Case Summary & 8 Largest Unsecured Creditors
CANO PETROLEUM: Case Summary & Largest Unsecured Creditors
CAMP COOLEY: U.S. Trustee Wants Case Dismissed or Converted
CARITAS HEALTH: April 25 Hearing on Plan Confirmation Scheduled
CASELLA WASTE: S&P Lowers Corp. Rating to 'B'; Outlook Negative

CATHAY ENTERPRISES: Design Trend Wins $550,000 Judgment
CENVEO CORP: Moody's Rates New Notes 'Caa2'; Affirms 'B3' CFR
CHALLENGE GOLF: Case Summary & 20 Largest Unsecured Creditors
CHESTER DOWNS: S&P Keeps 'B-' Corp. Credit Rating; Outlook Stable
CHINA TEL GROUP: Enters Into $1MM Line of Credit with Weal Group

CIMA LLC: Alford Clausen Okayed as Corporate Counsel
CLARE OAKS: Has Final Approval of $6 Million DIP Loan
CLEAN BURN: Perdue BioEnergy Wants Plan Outline Adequacy Denied
CMS ENERGY: Moody's Affirms 'Ba1' Senior Unsecured Ratings
COLLEEN STRAWBRIDGE: Transfer of Apartment Ownership Affirmed

COMMUNITY HEALTH: S&P Rates $750-Mil. Sr. Secured Term Loan 'BB'
COMMUNITY MEMORIAL: Patient Care Ombudsman Named
COMMUNITY MEMORIAL: Has 5-Member Creditors' Committee
COMMUNITY MEMORIAL: Seeks Approval of McDonald Hopkins Hiring
COMMUNITY MEMORIAL: Taps Conway MacKenzie as Financial Advisors

CONTINENTAL AIRLINES: S&P Keeps 'B' Corporate Credit Rating
COVANTA HOLDING: Moody's Issues Summary Credit Opinion
COVANTA HOLDING: S&P Affirms 'BB-' Corporate Credit Rating
CRYOPORT INC: Terminates Employment of Mark Engelhart's as CCO
CLUB DEPORTIVO: Case Summary & 13 Largest Unsecured Creditors

DELTA PETROLEUM: S&P Withdraws 'D' Corporate Credit Rating
DENISON COUNTRY: Case Summary & 4 Largest Unsecured Creditors
DEX ONE: Secures Lender Approval for Credit Pact Amendments
DYNEGY HOLDINGS: Wins Nod to Reject New Windsor Office Lease
DYNEGY HOLDINGS: Examiner Wins OK for Davies Ward as Tax Counsel

EAGLE POINT: Galpin Files Schedules of Assets & Liabilities
EASTMAN KODAK: Court Approves Lazard as Investment Banker
EASTMAN KODAK: Wins Nod for Linklaters as Foreign Counsel
EASTMAN KODAK: To Close Graphic Communications Unit in Bulgaria
EASTMAN KODAK: Wells Fargo Now Co-Collateral Agent Under DIP Loan

EATON MOERY: Wants to Borrow Money from Insider Bryan Moery
EATON MOERY: U.S. Trustee Wants Ch. 11 Case Dismissed or Converted
EATON MOERY: Gets Court Nod to Renew First National Bank Note
EDISON INTERNATIONAL: Moody's Issues Summary Credit Opinion
EDUCATION MANAGEMENT: S&P Revises Outlook on 'BB-' CCR to Negative

EDWARD DEETS: Files Schedules of Assets and Liabilities
EFD LTD: Chapter 11 Plan Confirmation Hearing Reset for April 9
EMMIS COMMUNICATIONS: T. Stabosz Owns 5.3% of Class A Shares
EMPIRE DISTRICT: Moody's Issues Summary Credit Opinion
EMPIRE RESORTS: To Issue 3-Mil. Shares Under 2008 Incentive Plan

EMPIRE RESORTS: Presents Concord Resort Redevelopment Master Plan
EMPIRE RESORTS: Louis Cappelli Discloses 5.5% Equity Stake
EV ENERGY: S&P Keeps 'B-' Rating on $500-Mil. Sr. Unsecured Notes
EV ENERGY: S&P Keeps 'B-' Rating on $400-Mil. Sr. Unsecured Notes
EVERGREEN SOLAR: Wants to Abandon Devens Facility

FIRST DATA: Moody's Rates $850-Mil. First Lien Notes at 'B1'
FRANCISCAN COMMUNITIES: March 30 Set as General Claims Bar Date
FRESNO PACIFIC: Moody's Withdraws 'Ba2' Rating on Revenue Bonds
GELT PROPERTIES: Dunne Wright OK'd as Maryland Property Manager
GETTY PETROLEUM: Stops 9 Lawsuits Involving Indemnified Parties

GLOBAL AVIATION: Wants to Hire Ernst & Young LLP as Tax Advisor
GLOBAL AVIATION: Ford & Harrison LLP as Special Labor Counsel
GLOBAL AVIATION: Taps Kurtzman Carson as Administrative Agent
GLOBAL AVIATION: Taps Pachulski as Conflicts Counsel
GREAT PLAINS: Moody's Issues Summary Credit Opinion

GUZMAN & GONZALEZ: Case Summary & 2 Largest Unsecured Creditors
HAWAIIAN ELECTRIC: Moody's Issues Summary Credit Opinion
HISJ HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
IMEDICOR INC: Incurs $627,901 Net Loss in December 31 Quarter
INN & SUITES: Case Summary & 14 Largest Unsecured Creditors

INTEGRATED FREIGHT: Cross Creek Assets Foreclosed by Creditors
INTERNAL FIXATION: Sells 70,000 8% Convertible Note to Asher
ISTAR FINANCIAL: Moody's Rates Sr. Secured Facility at 'B1/B2'
JAMAR SANTOS: Case Summary & 20 Largest Unsecured Creditors
JEANS.COM INC: Case Summary & 20 Largest Unsecured Creditors

JOE'S PROPERTIES: Case Summary & 8 Largest Unsecured Creditors
JORDAN MAX DENNING: Dist. Court Says Country Boys Not Insider
KNOBLE CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
L190-1 SHADOW: Case Summary & 9 Largest Unsecured Creditors
LA JOLLA: Has 4.2 Million Outstanding Common Shares

LAMPEAS FAMILY: Case Summary & 15 Largest Unsecured Creditors
LINWOOD FURNITURE: Plans to Modernize Operations
M WAIKIKI: Marriott's Plan Provides Full Payment to Most Creditors
MAJESTIC CAPITAL: Plan Confirmation Hearing Set for April 25
MARKET STREET: Must File Chapter 11 Plan by End of March

MARKETING WORLDWIDE: Angus Gillis Discloses 9.8% Equity Stake
MEDCLEAN TECHNOLOGIES: Robert Hockett Resigns from Board
MAUI INTERIORS: Case Summary & 3 Largest Unsecured Creditors
MELANIE SQUARE: Files for Chapter 11 Bankruptcy Protection
MELANIE SQUARE: Case Summary & 9 Largest Unsecured Creditors

MOHAWK INDUSTRIES: Moody's Affirms 'Ba1' Corporate Family Rating
MONTANA ELECTRIC: Rejects Great Falls City's Request for Rate Cut
MT. ZION: Court Okays Cash Collateral Use Until May 1
MUELLER WATER: Moody's Says U.S. Pipe Sale No Impact on 'B3' CFR
NEBRASKA BOOK: Files New Plan Cutting Out Subordinated Debt

NORTH EAST TRANSFER: Files for Chapter 11 Bankruptcy Protection
NRG ENERGY: Moody's Issues Summary Credit Opinion
NUTRA PHARMA: Board OKs Bruno Sartori as Chief Financial Officer
NV ENERGY: Moody's Issues Summary Credit Opinion
OPA HOSPITALITY: Voluntary Chapter 11 Case Summary

PANELTECH INTERNATIONAL: Seeks Chapter 11 Bankruptcy Protection
PANELTECH INT'L: Case Summary & 2 Largest Unsecured Creditors
PARK PLASTICS: Has Until July 19 to File Chapter 11 Plan
PEMBROOK PINES: Case Summary & 14 Largest Unsecured Creditors
PENTAIR INC: Moody's Withdraws 'Ba1' Sr. Unsecured Issuer Rating

PETROQUEST ENERGY: S&P Gives B Corp. Credit Rating, Outlook Stable
PFF BANCORP: Sets April 25 Plan Confirmation Hearing
PPL CORPORATION: Moody's Issues Summary Credit Opinion
PRECISION OPTICS: Austin Marxe Equity Stake Down to 39.7%
PUGET SOUND: Moody's Issues Summary Credit Opinion

QUALITY DISTRIBUTION: Prices 5MM Shares Offering at $13 Apiece
QUANTUM FUEL: Incurs $38.5-Mil. Net Loss in 8 Mos. Ended Dec. 31
R&G MORTGAGE: Says Remaining Real Estate Assets Worth $833K
R&G MORTGAGE: Taps Foley & Lardner as Bankruptcy Counsel
R&G MORTGAGE: Prescient to Manage & Market Real Estate

R&G MORTGAGE: Hiring FDIC as Management Agent
R.E. LOANS: Says Venue Transfer Will Not Assure Case Consolidation
RADIATION THERAPY: Moody's Says Goodwill Impairment Credit Neg.
RESCARE INC: Moody's Upgrades Corporate Family Rating to 'Ba3'
RIMO LANDWORX: Case Summary & 3 Largest Unsecured Creditors

ROCKWALL DEV: Case Summary & 4 Largest Unsecured Creditors
ROTHSTEIN ROSENFELDT: Suit v. Regent Stays in Bankr. Court For Now
ROVI CORP: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
SAHARA TOWNE: Case Summary & 8 Largest Unsecured Creditors
SELECT TREE: Case Summary & 20 Largest Unsecured Creditors

SEQUENOM INC: Incurs $74.1 Million Net Loss in 2011
SILGAN HOLDINGS: Moody's Rates $300MM Sr. Unsec. Notes at 'Ba2'
SPANISH GROVE: Case Summary & Unsecured Creditor
SQUARE ONE: Case Summary & 7 Largest Unsecured Creditors
TEFFT BRIDGE: Case Summary & 20 Largest Unsecured Creditors

TEMPLE CHURCH: Case Summary & 19 Largest Unsecured Creditors
TENNECO INC: Moody's Affirms 'Ba3' Corporate Family Rating
TENNECO INC: S&P Keeps 'BB' Corp. Credit Rating; Outlook Stable
TIMOS INCORPORATED: Case Summary & 19 Largest Unsecured Creditors
TODD MCFARLANE: Settles Copyright Issue With Gaiman for $382,000

TRAINOR GLASS: Case Summary & 20 Largest Unsecured Creditors
TRIDENT MICROSYSTEMS: Entropic Has Final Nod to Buy Business
TRU-WAY CHURCH: Voluntary Chapter 11 Case Summary
TXU CORP: Bank Debt Trades at 43% Off in Secondary Market
TXU CORP: Bank Debt Trades at 38% Off in Secondary Market

UNI-PIXEL INC: Incurs $8.5 Million Net Loss in 2011
UNIGENE LABORATORIES: Incurs $17.9 Million Net Loss in 2011
US CAPITAL HOLDINGS: CanPartners Foreclosure Cues Ch. 11 Filing
VERSO PAPER: S&P Rates $345-Mil. Senior Secured Notes at 'BB-'
WAIAKEA WATERFRONT: Case Summary & Largest Unsecured Creditor

WATERLOO RESTAURANT: In Chapter 11 to Sell Assets
WATERLOO RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
WAVELAND PROFESSIONAL: Voluntary Chapter 11 Case Summary
WEIGHT WATCHERS: S&P Assigns 'BB+' Senior Secured Debt Rating
WESTAR ENERGY: Moody's Issues Summary Credit Opinion

YACOOBIAN ENTERPRISES: Bristol Buys 3 Hotels for $9.8 Million
ZALE CORP: Files Form 10-Q, Reports $28.8MM Earnings in Q2 2012
ZOGENIX INC: Incurs $23.7 Million Net Loss in Fourth Quarter
ZOO ENTERTAINMENT: In Talks with D. Smith on Possible Financing
ZOO ENTERTAINMENT: MMB Agrees to Provide $200,000 Add'l Funding

* Chicago's City National Bank Failure is 13th This Year
* S&P 2012 Global Corporate Defaults Tally Rises to 23

* Large Companies With Insolvent Balance Sheets



                            *********

321 18TH STREET: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 321 18th Street, LLC
        6328 Eastern Avenue, NE
        Washington, DC 20011

Bankruptcy Case No.: 12-00170

Chapter 11 Petition Date: March 7, 2012

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Richard H. Gins, Esq.
                  THE LAW OFFICE OF RICHARD H. GINS LLC
                  3 Bethesda Metro Center, Suite 430
                  Bethesda, MD 20814
                  Tel: (301) 718-1078
                  Fax: (301) 718-8659
                  E-mail: Richard@ginslaw.com

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

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

A copy of the list of six largest unsecured creditors is
available for free at http://bankrupt.com/misc/dcb12-00170.pdf

The petition was signed by Vincent L. Abell, managing member.


A&M PROPERTY: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: A&M Property Management, LLC
        155 Kirkland Circle, #400
        Oswego, IL 60543

Bankruptcy Case No.: 12-09457

Chapter 11 Petition Date: March 9, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Chris D. Rouskey, Esq.
                  ROUSKEY AND BALDACCI
                  151 Springfield Ave.
                  Joliet, IL 60435
                  Tel: (815) 741-2118
                  Fax: (815) 741-0670
                  E-mail: rouskey-baldacci@sbcglobal.net

Scheduled Assets: $1,527,525

Scheduled Liabilities: $1,000,901

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-09457.pdf

The petition was signed by David Kives, manager.


ALEXANDER SRP: Cash Collateral Hearing Set for March 16
-------------------------------------------------------
Alexander SRP Apartments, LLC, will appear before the Court on
March 16, 2012, at 11:00 a.m., to seek authority to use cash
collateral.

On Feb. 26, 2008, the Debtor obtained financing from Regions Bank
in the original principal amount of $17,119,000 for the
construction of the Odyssey Lake Apartments.

The Note matured Jan. 26, 2011.  On May 12, 2011, Regions Bank and
the Debtor entered into a Forbearance Agreement extending the term
of the Note, which expired Jan. 26, 2012.

The Note has changed hands several times.  On July 22, 2011,
Regions Bank assigned the Loan Documents to LSREF2 Baron Trust
2011.  On Sept. 20, 2011, LSREF2 Baron Trust 2011 assigned the
Loan Documents to Wells Fargo Bank, N.A.  Finally, on Feb. 13,
2012, Wells Fargo Bank, N.A., assigned the Loan Documents to
LSREF2 Baron, LLC.

A construction defect resulted in water intrusion into some of the
units on the Property and has resulted in claims against
contractors and architects and has limited the Debtor's ability to
reach fully stabilized occupancy at 90% required to obtain
permanent financing and pay off the matured Note.

LSREF2 Baron asserts liens and security interests in the Property.
It also asserts that the proceeds received from the Property
consisting of rental payments made by tenants is "cash collateral"
as defined in 11 U.S.C. Sec. 363(a).

The Debtor said it needs to use cash collateral for working
capital and other general corporate purposes during the pendency
of the Chapter 11 case.

As adequate protection to the Lender to the extent of any
diminution in value of the Lender's prepetition collateral, the
Debtor proposes to provide a replacement lien in postpetition
rents and other income from the Property in the same order of
priority as existed prepetition for such Lender.  In addition,
cash collateral will only be used for items set forth in a budget
to be approved by the Court.

The Debtor believes the value of the Property is sufficiently in
excess of the accrued principal and interest owed on Lender's Note
that the risk of diminution in value of the collateral is minimal.

                    Alexander SRP Apartments

Alexander SRP Apartments, LLC, the owner and operator of a 232-
unit apartment complex known as Odyssey Lake Apartments, located
in Brunswick, Georgia, filed for Chapter 11 bankruptcy (Bankr.
S.D. Ga. Case No. 12-20272) on March 5, 2012.  The apartment is
currently roughly 84% occupied.

The Debtor said it is a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B).  It estimated assets and debts of
$10 million to $50 million.

Judge Susan D. Barrett oversees the case, taking over from Judge
John S. Dalis.  Robert M. Cunningham, Esq., at Hunter Maclean
Exley & Dunn, PC; and Laura E. Woodson, Esq., and Robert
Williamson, Esq. -- lwoodson@swlawfirm.com and
rwilliamson@swlawfirm.com -- at Scroggins & Williamson, P.C.,
serve as counsel for the Debtor.


ALEXANDER SRP: Has Until March 28 to File Schedules
---------------------------------------------------
Alexander SRP Apartments, LLC, sought and obtained an extension
from the Bankruptcy Court to file its schedules of assets and
liabilities and statement of financial affairs by March 28, 2012.

Alexander SRP Apartments, the owner and operator of a 232-unit
apartment complex known as Odyssey Lake Apartments, located in
Brunswick, Georgia, filed for Chapter 11 bankruptcy (Bankr. S.D.
Ga. Case No. 12-20272) on March 5, 2012.  The apartment is
currently roughly 84% occupied.

The Debtor said it is a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B).  It estimated assets and debts of $10
million to $50 million.

Judge Susan D. Barrett oversees the case, taking over from Judge
John S. Dalis.  Robert M. Cunningham, Esq., at Hunter Maclean
Exley & Dunn, PC; and Laura E. Woodson, Esq., and Robert
Williamson, Esq., at Scroggins & Williamson, P.C., serve as
counsel for the Debtor.


ALEXANDER SRP: Sec. 341(a) Creditors' Meeting on April 4
--------------------------------------------------------
The U.S. Trustee in Savannah, Georgia, will hold a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case
of Alexander SRP Apartments, LLC, on April 4, 2012, at 1:00 p.m.
at Brunswick Meeting Room.

The last day to oppose discharge or dischargeability is June 4,
2012.

Proofs of claim are due in the case by July 3, 2012.  However,
governmental units may file proofs of claim by Sept. 4, 2012.

                    Alexander SRP Apartments

Alexander SRP Apartments, LLC, the owner and operator of a 232-
unit apartment complex known as Odyssey Lake Apartments, located
in Brunswick, Georgia, filed for Chapter 11 bankruptcy (Bankr.
S.D. Ga. Case No. 12-20272) on March 5, 2012.  The apartment is
currently roughly 84% occupied.

The Debtor said it is a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B).  It estimated assets and debts of
$10 million to $50 million.

Judge Susan D. Barrett oversees the case, taking over from Judge
John S. Dalis.  Robert M. Cunningham, Esq., at Hunter Maclean
Exley & Dunn, PC; and Laura E. Woodson, Esq., and Robert
Williamson, Esq., at Scroggins & Williamson, P.C., serve as
counsel for the Debtor.


ALEXANDRIA REAL ESTATE: S&P Rates $130MM Series E Pref. Stock 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to the
$130 million 6.45% series E cumulative redeemable preferred stock
issued by Pasadena California-based Alexandria Real Estate
Equities Inc.

Subject to board approval, the company intends to call for
redemption its 8.375% series C preferred stock. The new lower-cost
preferred issuance will save the company a modest $1.7 million in
annual preferred dividends.

"Our rating on Alexandria reflects the company's satisfactory
business risk profile evidenced by the portfolio's well-located
assets in key life science markets, which have exhibited stability
and positive same-store performance through the recent downturn, a
strong tenant roster, and favorable lease terms that should
support core cash flow stability, which is balanced by an active
development pipeline, including significant land holdings. We
consider the company's financial risk profile to be significant,
reflecting an improved leverage profile, a still high debt-plus-
preferred-EDITDA ratio, and adequate but strengthening coverage
measures. The financial profile also reflects a high proportion of
short-term, low-cost floating-rate debt that subsidizes debt
coverage measures," S&P said.

"The stable outlook reflects our expectation that core cash flow
will remain stable, and that incremental cash flow from
acquisitions and redevelopment/development will enhance overall
cash flow and improve debt coverage. Specifically, we expect
fixed-charge coverage (FCC) to improve to 2.3x or better over the
next 12 months. We would consider an upgrade if FCC rises
comfortably above 2.5x, the debt-plus-preferred shares-to-EBITDA
ratio declines to the 6x-7x range, and Alexandria reduces its
exposure to value-added assets. We would downgrade the issuer if
FCC falls below 2.0x for a prolonged period of time, liquidity
becomes constrained, or if the company experiences any meaningful
development stumbles," S&P said.

Rating List

Alexandria Real Estate Equities Inc./Alexandria Real Estate
Equities L.P.
Corporate credit rating     BBB-/Stable

New Rating
Alexandria Real Estate Equities Inc.
$130 million 6.45%
  Ser. E Pfd.             BB


AMERICAN AIRLINES: USAir Purchases American Web Names
-----------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reports that US
Airways Group Inc. has claimed a number of Internet addresses that
could come in handy in the event of a combination with American
Airlines.  WSJ relates a number of Web addresses -- including
American-USAirways.com, AmericanUSAirways.net, USandAA.com and
OneworldOneairline.com -- were registered by a third-party
Internet domain registrar on Friday

"The purchase of these domain names, along with any potential
transaction names, is simply a step to ensure others do not use
our marks in a way that might negatively impact our brand," US
Airways said, according to the report.

Although it "is not imperative that US Airways participate in
further consolidation . . . we are interested in studying
potential value-enhancing opportunities, including a possible US
Airways-AMR transaction," US Airways added.

WSJ says American declined to comment.

US Airways disclosed in January that it hired investment bankers
Barclays Capital and Millstein & Co., and law firm Latham &
Watkins LLP to help it assess a possible bid for AMR.

Delta Air Lines Inc. and private equity firm TPG Capital also have
in the past few months expressed interest in purchasing or
investing in AMR, people familiar with the matter have told the
Journal.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02
billion of total operating revenues for the nine months ended
Sept. 30, 2011.  AMR recorded a net loss of $471 million in the
year 2010, a net loss of $1.5 billion in 2009, and a net loss of
$2.1 billion in 2008.

The Company's balance sheet at Sept. 30, 2011, showed
$24.72 billion in total assets, $29.55 billion in total
liabilities, and a $4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, John Lyons, Felecia Perlman and Jay Goffman at
Skadden, Arps, Slate, Meagher & Flom LLP entered their appearance
as proposed counsel to the Official Committee of Unsecured
Creditors in AMR's chapter 11 proceedings on Dec. 9, 2011.
The Committee has selected Togut, Segal & Segal LLP as co-counsel
for conflicts and other matters; Moelis & Company LLC as its
investment banker, and Mesirow Financial Consulting, LLC as its
financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


APEX KATY: Patient Care Ombudsman Not Necessary
-----------------------------------------------
Melissa A. Haselden, Esq., at Hoover Slovacek LLP, has informed
the Bankruptcy Court that a patient care ombudsman is not required
in the Chapter 11 case of Apex Katy Physicians, LLC.

According to a notice filed by the Hoover firm, the Debtor is
currently not engaged in a "health care business," as defined in
11 U.S.C. 101(27A).  The Debtor owns real property and
improvements, along with certain related incidental equipment,
that, in the past, have been utilized to operate a hospital
facility.  Currently the Debtor has no patients or operations in
this facility.  Accordingly, appointment of a patient care
ombudsman pursuant to 11 U.S.C. Sec. 333 is not required in the
case.

                   About Apex Katy Physicians

Apex Katy Physicians, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-31848) on March 6, 2012, estimating
$10 million to $50 million in assets and debts.  Judge Marvin
Isgur presides over the case.  Attorneys at Hoover Slovacek, LLP,
represent the Debtor.

An affiliate, Apex Long Term Acute Care - Katy, LP, a long-term
care facility, filed a Chapter 11 petition (Case No. 09-37096) on
Sept. 25, 2009.


ARTHUR KLAPSTEIN: Canadian Bankr. Case Recognized by U.S. Court
---------------------------------------------------------------
The Hon. George B. Nielsen of the U.S. Bankruptcy Court for the
District of Arizona entered an order recognizing Arthur Cecil
Klapstein's Canadian Bankruptcy Case as a foreign main proceeding.

The Chapter 15 petition for recognition of a foreign main
proceeding was brought by Mackay & Company Ltd., Russell Law, CA,
CIRP, CFE, Chartered Insolvency & Restructuring Practitioner, its
president, as the trustee and authorized foreign representative in
the bankruptcy case that is pending in the Court of Queen's Bench
of Alberta Judicial District of Edmonton in Bankruptcy.

The Court said that the Debtor has satisfied the requirements
pursuant to Sections 1504, 1515 and 1517 of the Bankruptcy Code.

                      About Arthur Klapstein

Mackay & Company, Ltd., as foreign representative, filed a Chapter
15 petition for Arthur Cecil Klapstein also known as Art Klapstein
(Bank. D. Ariz. Case No. 11-32589) on Nov. 28, 2011.  The
petitioner is represented by Joseph WM. Kruchek, Esq., at Kutak
Rock LLP.  Klepstein is estimated to have assets of up to $500,000
and liabilities at $100 million to $500 million.

Records kept by the TCR indicate that Mackay & Company on April
27, 2005, commenced a Sec. 304 petition (Bankr. D. Ariz. Case No.
05-07414) for debtors Arthur Cecil and Eugenie Klapstein.
According to the 2005 filing, the Debtors domiciled in and have
their principal place of business in Canada and the Debtors have
bankruptcy cases in Canada.  The Sec. 304 proceeding was commenced
after Mackay learned of assets located in the U.S., including bank
records of funds held in Chase Bank One, Bank of America and Wells
Fargo.


AXXIUM CUSTOM: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Axxium Custom Homes Dallas LLC
        16990 Dallas Parkway
        Suite 101
        Dallas, TX 75248

Bankruptcy Case No.: 12-31504

Chapter 11 Petition Date: March 6, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

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

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

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb12-31504.pdf

The petition was signed by Ali Manteghi, managing member.


AZ-TECH RADIOLOGY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: AZ-Tech Radiology & Open M.R.I., L.L.C.
        2653 W. Guadalupe Road
        Mesa, AZ 85202

Bankruptcy Case No.: 12-04702

Chapter 11 Petition Date: March 9, 2012

Affiliates that simultaneously filed Chapter 11 petitions:

  Debtor                                    Case No.
  ------                                    --------
Great Western Developers, LLC               12-04703
Accident Rehab & Physical Therapy, L.L.C.   12-04704
Az-Tech Equipment Leasing, LLC              12-04705

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: George B. Nielsen, Jr.

Debtor's Counsel: Brenda K. Martin, Esq.
                  OSBORN MALEDON, P.A.
                  The Phoenix Plaza
                  2929 N. Central Avenue, Suite 2100
                  Phoenix, AZ 85012-2794
                  Tel: (602) 640-9346
                  Fax: (602) 664-2043
                  E-mail: bmartin@omlaw.com

                         - and ?

                  Warren J. Stapleton, Esq.
                  OSBORN MALEDON, P.A.
                  2929 N. Central Avenue, Suite 2100
                  Phoenix, AZ 85012
                  Tel: (602) 640-9354
                  Fax: (602) 640-2088
                  E-mail: wstapleton@omlaw.com

AZ-Tech:  Estimated Assets: $1,000,001 to $10,000,000
          Estimated Debts: $10,000,001 to $50,000,000

Great Western:

          Estimated Assets: $10 million to $50 million
          Estimated Debts: $10 million to $50 million

The petitions were signed by Rakesh Pahwa, manager.

AZ-Tech Radiology's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Philips Medical Systems            --                     $730,858
7551 S. Willow, Suite 102
Tempe, AZ 85283

GE Heathcare Fin Services          --                     $442,243
P.O. Box 843553
Dallas, TX 75284-3553

Hologic                            --                      $91,207
24506 Network Place
Chicago, IL 60673-1245

NovaRad                            --                      $73,000

Cardinal Health                    --                      $55,529

Southwest MR Services, Inc.        --                      $52,670

VHS Acquisition Sub #8-008         --                      $47,223

Allied Health Products             --                      $40,033

BC Technical                       --                      $39,000

Nationwide Medical/Surgical Inc.   --                      $33,379

SB Capital Corp Elkhart            --                      $33,026

DP Air Corporation                 --                      $29,095

Unisyn Medical Technologies        --                      $27,003

Healthcare Staffing Solutions, Inc.--                      $18,000

Vitera Healthcare Solutions        --                      $17,902

MagnaServ Enterprises, Inc.        --                      $15,206

RDL Medical                        --                      $14,520

McKesson Medical Surgical          --                      $12,220

Siemens Medical Solutions          --                      $11,941

MIMM Software                      --                      $11,100


BAKERS FOOTWEAR: Marxe and Greenhouse Disclose 17.6% Equity Stake
-----------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Austin W. Marxe and David M. Greenhouse disclosed
that, as of Feb. 29, 2012, they beneficially own 1,640,000 shares
of common stock of Bakers Footwear Group, Inc., representing 17.6%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/kwNsQW

                       About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC BB: BKRS.OB)
is a national, mall-based, specialty retailer of distinctive
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  The
Company currently operates 231 stores nationwide.  Bakers' stores
focus on women between the ages of 16 and 35.  Wild Pair stores
offer fashion-forward footwear to both women and men between the
ages of 17 and 29.

The Company reported a net loss of $14.33 million on
$131.51 million of net sales for the 39 weeks ended Oct. 29, 2011,
compared with a net loss of $14.46 million on $127.39 million of
net sales for the 13 weeks ended Oct. 30, 2010.

The Company reported a net loss of $9.29 million in fiscal year
ended Jan. 29, 2011, following a net loss of $9.08 million in
fiscal year ended Jan. 30, 2010.

The Company's balance sheet at Oct. 29, 2011, showed
$47.12 million in total assets, $67.16 million in total
liabilities and a $20.04 million total shareholders' deficit.

As reported by the TCR on May 6, 2011, Ernst & Young LLP, in St.
Louis, Mo., expressed substantial doubt about Bakers Footwear's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred substantial losses from
operations in recent years and has a significant working capital
deficiency.

                        Bankruptcy Warning

The Company noted in the Form 10-K for the fiscal year ended Jan.
29, 2011, that its ability to maintain and ultimately improve its
liquidity position is highly dependent on sustaining the positive
sales trends that began in June 2008 and have continued through
April 2011.  Comparable store sales for the last three quarters of
fiscal year 2008 increased 4.7% and its comparable store sales for
fiscal years 2009 and 2010 increased 1.3% and 1.7%, respectively.
Through the first 12 weeks of fiscal year 2011 comparable stores
sales increased 10.1%.

The Company noted that net losses in recent years have negatively
impacted its liquidity and financial position.  As of Jan. 29,
2011, it had negative working capital of $8.7 million, unused
borrowing capacity under our revolving credit facility of $3.1
million, and a shareholders' deficit of $6.0 million.

The Company stated, "If positive sales trends do not continue, or
if we were to incur significant unplanned cash outlays, it would
become necessary for us to obtain additional sources of liquidity,
or take additional cost cutting measures.  Any future financing
would be subject to our financial results, market conditions and
the consent of our lenders.  We may not be able to obtain
additional financing or we may only be able to obtain such
financing on terms that are substantially dilutive to our current
shareholders and that may further restrict our business
activities.  If we cannot obtain needed financing, our operations
may be materially negatively impacted and we may be forced into
bankruptcy or to cease operations and you could lose your
investment in the Company."


BARNWELL COUNTY: Plan Outline Hearing Scheduled for March 19
------------------------------------------------------------
The Hon. David R. Duncan of the U.S. Bankruptcy Court for the
District of South Carolina will convene a hearing on March 19,
2012, at 10:00 a.m., to consider adequacy of the Disclosure
Statement explaining Barnwell County Hospital in South Carolina's
Plan for Adjustment of Debts, as modified, supplemented and
amended.

According to the Disclosure Statement, the Plan is premised upon
the Asset Purchase Agreement between the Debtor and SC Regional
Health System, LLC, under which RHS will acquire substantially all
of the operating assets of the Debtor free of any liens.

RHS will also acquire all Medicare and Medicaid incentives
payments available to the Debtor under the HITECH Act as a result
of the Debtor's use of certified electronic health record
technology.  The HITECH Funds received by Debtor to date total
$1,060,032, which are being held in trust by the Debtor until
closing at which time these funds would be transferred to RHS.
RHS will use the HITECH Funds to make the payments contemplated by
the Plan in Classes 1, 5, 6, and 7.

Additionally, the Debtor will provide all of its cash and accounts
receivable to implement the Plan.

Upon the closing of the sale, RHS will provide a combination of
cash and assumption of liabilities to enable the Debtor to
implement the Plan and satisfy its obligations under the Plan.
RHS has agreed to:

   l) accept an immediate assignment of the executory contracts
      and leases that it notifies the Debtor to assume pursuant to
      the APA, and pay all cure amounts due and owing in
      connection with the assumption of any contract or lease;

   2) pay the Debtor's transaction costs due to Stroudwater
      related to the sale in an amount not to exceed $300,000;

   3) pay the amounts with respect to the Claims of The United
      States (on behalf of itself, its officers, agents, agencies,
      and departments), Healthland, First Citizens, and SCRH; and

   4) in its sole discretion, rehire certain employees after the
      closing.

The Debtor will provide this combination of cash to enable it to
implement the Plan and satisfy its obligations under the Plan:

   a) the Debtor will contribute all of its cash on hand, all Pre-
      Closing Accounts Receivable, well as any refunds,
      settlements and retroactive adjustments, including those
      arising in connection with Medicare and Medicaid, due to
      Debtor as of the Closing Date, first for payment of Allowed
      Administrative Claim and second to the payment to the Class
      2 general unsecured creditors claims; and

   b) the Debtor will transfer the right to recover all
      preferential and fraudulent transfers to the Committee for
      the benefit of the Class 2 claimants (allowed general
      unsecured creditors).

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

                  About Barnwell County Hospital

Barnwell County Hospital in South Carolina filed for municipal
reorganization under Chapter 9 of the Bankruptcy Code (Bankr. D.
S.C. Case No. 11-06207) on Oct. 5, 2011, in Columbia, South
Carolina.  The hospital is licensed for 53 beds, although only 31
are currently operating. It also operates three rural health
clinics in southwestern South Carolina.  The hospital said it
filed because the county said it's no longer willing or able to
fund losses.  The hospital has no bonded debt.  Assets and debts
are both less than $10 million.

Judge David R. Duncan oversees the case.  Lindsey Carlbert
Livingston, Esq., and Stanley H. McGuffin, Esq., at Haynsworth
Sinkler Boyd, PA, represent the Debtor as counsel.  The petition
was signed by Charles Lowell Jowers, Sr., chairman of the
hospital's board of trustees.

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed
three unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Barnwell County Hospital.


BANKUNITED FINANCIAL: Liquidating Plan Becomes Effective
--------------------------------------------------------
The Fourth Amended Joint Plan of Liquidation proposed by the
Official Committee of Unsecured Creditors of BankUnited Financial
became effective on March 9, 2012.

On Feb. 27, 2012, the Committee filed with the Bankruptcy Court
the Fourth Amended Liquidating Plan.  On March 2, 2012, the
Bankruptcy Court entered an order confirming the Liquidating Plan
with respect to the Company and BankUnited Financial Services
Incorporated, but not CRE America Corporation.

The Liquidating Plan provides for the appointment of a plan
administrator who will be charged with liquidating the remaining
assets of the Company.  The plan administrator will make
distributions to creditors from the proceeds of the liquidation.
Administrative and priority claims will be paid in full upon their
allowance by the Bankruptcy Court.  The unsecured creditors will
receive a pro-rata distribution of the remaining proceeds on their
claims that are ultimately allowed by the Bankruptcy Court.
Pursuant to the Liquidating Plan, on the Effective Date all equity
interests in the Company, including the Company's Class A Common
Stock, Class B Common Stock and Series B Preferred Stock, which
existed immediately prior to the petition date will be
automatically cancelled and the obligations of the Company with
respect to those equity interests will be terminated.

On the Effective Date, all equity interests of the Company,
including the Class A Common Stock, will be deemed extinguished
and the certificates and all other documents representing those
equity interests, if any, will be deemed cancelled and of no force
or effect.

As of the Effective Date, each of Danielle Lindholm, Gol Kalev,
Lester Bliwise, Marc Jacobson, and Doyle Bartlett resigned as
directors of the Company and its subsidiaries in accordance with
the Liquidating Plan.

In addition, Joseph J. Luzinski resigned as the Chief
Restructuring Officer of the Company and its subsidiaries as of
the Effective Date.

In accordance with the Liquidating Plan, Clifford Zucker has been
appointed as the plan administrator and sole director of the
Company and its subsidiaries as of the Effective Date.

                     About BankUnited Financial

BankUnited Financial Corp. (OTC Ticker Symbol: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors that include W.L. Ross & Co.,
Blackstone Group, Carlyle and Centerbridge.  The new owners
installed Mr. Kanas as CEO and he sought to revamp BankUnited as a
commercial lender in south Florida.

BankUnited Financial and its affiliates filed for Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 09-19940) on May 22,
2009.  Stephen P. Drobny, Esq., and Peter Levitt, Esq., at Shutts
& Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman, Esq., at
Greenberg Traurig, LLP; and Michael C. Sontag, at Camner, Lipsitz,
P.A., represent the Debtors as counsel.  Corali Lopez-Castro,
Esq., David Samole, Esq., at Kozyak Tropin & Throckmorton, P.A.;
and Todd C. Meyers, Esq., at Kilpatrick Stockton LLP, serve as
counsel to the official committee of unsecured creditors.

The banking unit had assets of $12.8 billion and deposits of $8.6
billion as of May 2, 2009.  The holding company, in its bankruptcy
petition, disclosed $37,729,520 in assets against $559,740,185 in
debts.  Aside from those assets, BankUnited said a "valuable"
asset is its $3.6 billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million.  U.S. Bank and Wilmington Trust are owed
$120 million and $118.171 million on account of senior notes.


BAY THREE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Bay Three Limited, Inc
        1356 Fischer Blvd
        Toms River, NJ 08753-3088

Bankruptcy Case No.: 12-15866

Chapter 11 Petition Date: March 7, 2012

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

Judge: Michael B. Kaplan

Debtor's Counsel: Timothy P. Neumann, Esq.
                  BROEGE, NEUMANN, FISCHER & SHAVER
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Fax: (732) 223-2416
                  E-mail: tneumann@bnfsbankruptcy.com

Scheduled Assets: $130,705

Scheduled Liabilities: $2,115,744

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb12-15866.pdf

The petition was signed by Anthony Baiamonte, III, president.


BE AEROSPACE: S&P Rates $500-Mil. Senior Unsecured Notes at 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to BE Aerospace Inc.'s planned $500 million senior
unsecured notes maturing in 2022, one notch below the corporate
credit rating. "The recovery rating is '5', indicating our
expectation that noteholders would receive modest (10%-30%)
recovery in a payment default. We expect the U.S.-based aircraft
supplier to use note proceeds toward repayment of borrowings under
its revolving credit facility, which it drew to partially finance
the $400 million acquisition of UFC Aerospace Corp. in January
2012," S&P said.

"The corporate credit rating and outlook on BE Aerospace reflect
our expectations that the company's earnings will increase, with a
boost from acquired operations, and that commercial aerospace
market conditions will be solid in 2012. This should allow credit
protection measures to recover sufficiently over the next year,
following modest deterioration because of the UFC acquisition. Our
ratings on BE Aerospace also take into account the risks
associated with the cyclical global airline industry as well as
the relatively small size of the markets the company serves. We
assess the company's business risk profile as 'fair' and its
financial risk profile as 'significant,' as our criteria define
the terms," S&P said.

Ratings List
BE Aerospace Inc.
Corporate credit rating             BB+/Stable/--

Rating Assigned
Senior unsecured
  $500 mil. notes due 2022           BB
  Recovery rating                    5


BEAZER HOMES: Moody's Updates Credit Opinion, Gives 'Caa2' CFR
--------------------------------------------------------------
Moody's Investors Service has just updated the credit opinion for
Beazer Homes USA, Inc.

Moody's current ratings for Beazer Homes USA are:

Corporate Family Rating of Caa2

Probability of Default Rating of Caa2

Senior Secured Rating of B2 (LGD2, 24%)

Senior Secured Shelf Rating of (P)B2

Senior Unsecured Rating of Caa3 (LGD4, 67%)

Senior Unsecured Shelf Rating of (P)Caa3

Subordinate Shelf Rating of (P)Ca

Preferred Shelf Rating of (P)Ca

Speculative Grade Liquidity Rating of SGL-3

Ratings Rationale

The Caa2 corporate family rating reflects Moody's expectation that
Beazer's operating and financial performance, while improving
modestly, will remain weak over the next two years. More
specifically, Moody's assumes that elevated debt leverage, on-
going operating losses, and declining tangible equity will
continue over this time period. In addition, Moody's expects that
Beazer's cash flow generation, which was a negative $113 million
on a reported basis (and a negative $106 million on a Moody's-
adjusted basis) over the trailing 12 months ended December 31,
2011, will continue to be weak in fiscal 2012 and 2013, as the
benefits of inventory liquidation have largely played out and the
company pursues land investments.

At the same time, the ratings are supported by the company's
extended debt maturity profile and the possibility of its being
able to replenish its unrestricted cash position as a result of
preserving its refinancing basket (by drawing on a cash-secured
term loan). Moody's also recognizes that the impairments and other
charges are likely to be less material going forward.

The stable rating outlook indicates that although Moody's does not
foresee a macro environment in the coming two years that would
materially help the company's operating performance, Moody's do
not expect Beazer's performance to change significantly in either
direction from current levels.

The outlook and/or ratings could come under pressure if the
company were to deplete its cash reserves either through sharper
than expected operating losses or through a sizable investment or
other transaction.

Although in the near term it is unlikely, over a longer time
horizon the outlook and/or ratings could improve if the company
were to become and remain profitable, maintain adequate liquidity,
continue to grow its tangible equity base, and reduce adjusted
debt leverage to below 65%.

The principal methodology used in rating Beazer Homes USA, Inc was
the Global Homebuilding Industry Methodology published in March
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


BERNARD L. MADOFF: Wilpon, Madoff Jury Trial Begins Monday
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fred Wilpon and other owners of the New York Mets
baseball club held a pretrial conference on March 9 before they go
on trial March 19.  The trustee for Bernard L. Madoff Investment
Securities Inc. will ask a federal court jury to require repayment
of $303 million taken out of the Ponzi scheme in the two years
before bankruptcy in 2008.  The trial is set to be held in U.S.
District Court in Manhattan before U.S. District Judge Jed Rakoff,
who has already ruled the Wilpon group must return $83 million in
fictional profits paid out from their Madoff accounts.

According to the report, the lawyers told Judge Rakoff they expect
the trial will take two weeks.  Judge Rakoff said he will limit
opening statements to 45 minutes, given the inability of a jury to
absorb too much information at the opening of a trial.

Mr. Rochelle recounts that on March 5, Judge Rakoff ruled that the
Wilpon group in substance had no defenses to the trustee's
complaint seeking recovery of $83 million in false profits. He
said that the trustee was only required to prove that the money
taken out was profit that existed exclusively on paper because
Madoff never purchased any securities for the customers' accounts.

The Wilpon group can't appeal until Judge Rakoff enters a formal
judgment for what will be a maximum of $83 million, plus interest.

The Wilpon suit in district court is Picard v. Katz, 11-03605,
U.S. District Court, Southern District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

As of Feb. 8, 2012, Mr. Picard has recovered $8.7 billion for
investors.  A total of $325.5 million has been distributed to
investors.

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BEXAR COUNTY: Moody's Reviews B1, B3 Bond Ratings for Downgrade
---------------------------------------------------------------
Moody's Investors Service has placed the B1 and B3 rating of Bexar
County (TX) Housing Finance Corporation Multifamily Housing
Revenue Bonds (American Opportunity for Housing-Dublin, Kingswood,
and Waterford Apartments Project) Senior Series 2001A and the
Subordinate Series 2001B under review for possible downgrade. The
Junior Subordinate Series C bonds are not rated.

Rating Rationale

The rating action is based on declining financial performance,
poor occupancy rates and the ongoing legal issues surrounding a
fire which occurred at the Dublin property in 2009.

Dublin, Waterford, and Kingswood Manor apartments are three
separate multi-family rental properties located in San Antonio,
Texas with 156, 133, and 129 units respectively. The properties
are located approximately 8 to 12 miles north of downtown San
Antonio.

LEGAL SECURITY: The bonds are secured by a lien on and pledge and
assignment of a security interest in the Trust Estate.

STRENGTHS

    * Fully funded debt service reserve funds for the Series A
      bonds.

    * Bonds are secured by the revenues from all three properties,
      instead of relying on revenues from one property to cover
      debt service on the bonds. Moody's views this
      diversification of revenues as a credit strength.

CHALLENGES

   * Tapping of the subordinate debt service reserve funds.

   * Both physical and economic occupancy at the properties
     continue to be a challenge.

   * The projects have been relying on owner contributions in
     order to cover operating deficiencies.

   * There is further financial stress from a fire in February
     2009 at the Dublin apartments.

What could change the rating- UP

   -- Improvement in physical and economic occupancy rates,
      leading to increased rental revenue and growth in debt
      service coverage.

   -- Insurance proceeds being received and the resolution of
      legal issues surrounding the fire.

What could change the rating- DOWN

   -- Material deterioration in debt service coverage.

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


BRI BUSINESS: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: BRI Business Services, Inc.
        611 Commerce Street
        The Tower Suite 1327
        Nashville, TN 37203

Bankruptcy Case No.: 12-02332

Chapter 11 Petition Date: March 9, 2012

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Griffin S Dunham, Esq.
                  Robert Mark Donnell, Esq.
                  Robert J Mendes, Esq.
                  MGLAW PLLC
                  2525 West End Avenue, Suite 1475
                  Nashville, TN 37203
                  Tel: (615) 846-8000
                  Fax: (615) 846-9000
                  E-mail: gsd@mglaw.net
                          rmd@mglaw.net
                          RJM@MGLAW.NET

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

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

A copy of the list of five largest unsecured creditors is
available for free at http://bankrupt.com/misc/tnmb12-02332.pdf

The petition was signed by Steve W. Rawlins, president.


BRIER CREEK: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Brier Creek Corporate Center Associates Limited
        Partnership
        3700 Arco Corporate Drive, Suite 350
        Charlotte, NC 28273

Bankruptcy Case No.: 12-01855

Affiliates that simultaneously filed Chapter 11 petitions:

  Debtor                                  Case No.
  ------                                  --------
Brier Creek Office #4, LLC                12-01856
Brier Creek Office #6, LLC                12-01857
Service Retail at Brier Creek, LLC        12-01858
Service Retail at Whitehall II L.P.       12-01859
Shopton Ridge 30-C, LLC                   12-01860
Whitehall Corporate Center #4, LLC        12-01862
Whitehall Corporate Center #5, LLC        12-01863
Whitehall Corporate Center #6, LLC        12-01864

Chapter 11 Petition Date: March 9, 2012

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtors' Counsel: John A. Northen, Esq.
                  NORTHEN BLUE, LLP
                  P.O. Box 2208
                  Chapel Hill, NC 27515-2208
                  Tel: (919) 968-4441
                  Fax: (919) 942-6603
                  E-mail: jan@nbfirm.com

                         - and ?

                  Vicki L. Parrott, Esq.
                  NORTHEN BLUE, LLP
                  P.O. Box 2208
                  Chapel Hill, NC 27515-2208
                  Tel: (919) 968-4441
                  Fax: (919) 942-6603
                  E-mail: vlp@nbfirm.com

Debtors'
Special Counsel:  RAYBURN COOPER & DURHAM, P.A.

Debtors'
Accountants:      GRANT THORNTON LLP

Brier Creek Corporate's
Scheduled Assets: $19,713,147

Brier Creek Corporate's
Scheduled Liabilities: $18,086,183

The petitions were signed by Terry Bradshaw, vice president.

Brier Creek Corporate's List of Its Eight Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bank of America, N.A               Lots                $10,389,671
100 North Tryon Street
NC1-007-11-15
Charlotte, NC 28255

Brier Creek Corporate Ctr.         Association Dues       $106,485
Master Assn.
3700 Arco Corporate Drive, Suite 350
Charlotte, NC 28273

John R McAdams Company, Inc.       Lots                    $29,496
P.O. Box 14005
Research Triangle Park, NC 27709

Kimley Horn and Associates         Land Services           $10,654

K&L Gates                          Legal Services           $9,482

J. Davis Architects                Architect Services       $5,009

Clark Corporate Services           Repairs                  $2,130

Kesick Contracting                 Land Services           Unknown


CANO PETROLEUM: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------
Lead
Debtor: Cano Petroleum, Inc.
          fdba Huron Ventures, Inc.
        6500 N. Beltline Road, Suite 200
        Irving, TX 75063

Bankruptcy Case No.: 12-31549

Chapter 11 Petition Date: March 7, 2012

Debtor-affiliate that filed separate Chapter 11 petitions:

                                                    Petition
   Entity                                Case No.    Date
   ------                                --------    ----
Cano Petro of New Mexico, Inc.           12-31550  3/07/2012
  Assets: $50,000,001 to $100,000,000
  Debts: $50,000,001 to $100,000,000
Ladder Companies, Inc.                   12-31551  3/08/2012
  Assets: $50,000,001 to $100,000,000
  Debts: $50,000,001 to $100,000,000
Square One Energy, Inc.                  12-31552  3/08/2012
Tri-Flow, Inc.                           12-31553  3/08/2012
W.O. Energy of Nevada, Inc.              12-31554  3/08/2012
WO Energy, Inc.                          12-31555  3/08/2012
W.O. Operating Company, Ltd.             12-31556  3/08/2012
W.O. Production Company, Ltd.            12-31557  3/08/2012

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

Judge: Barbara J. Houser

About the Debtors: Cano Petroleum (NYSE Amex: CFW) is an
                  independent oil and natural gas company with
                  assets located onshore in the U.S. in Texas, New
                  Mexico, and Oklahoma.

             The Debtors have entered into a stock purchase
                  agreement dated March 7, 2012, with NBI Services
                  Inc.  NBI Services, as stalking horse, will
                  purchase all of the issued and outstanding
                  capital stock of reorganized Cano, absent higher
                  and better offers.

Debtors' Counsel: Cassandra Ann Sepanik, Esq.
                  THOMPSON & KNIGHT LLP
                  1722 Routh Street, Suite 1500
                  Dallas, TX 75201
                  Tel: (214) 969-1700
                  E-mail: cassandra.sepanik@tklaw.com

                         - and ?

                  David M. Bennett, Esq.
                  THOMPSON & KNIGHT LLP
                  1722 Routh Street, Suite 1500
                  Dallas, TX 75201-2533
                  Tel: (214) 969-1486
                  E-mail: david.bennett@tklaw.com

                         - and ?

                  Demetra L. Liggins, Esq.
                  THOMPSON & KNIGHT LLP
                  333 Clay Street, Suite 3300
                  Houston, TX 77002
                  Tel: (713) 654-8111
                  Fax: (713) 654-1871
                  E-mail: Demetra.Liggins@tklaw.com

NBI Services'
Counsel:          MCDONALD, MCCANN & METCALF, LLP

Total Assets: $63.37 million as of Sept. 30, 2011

Total Debts: $116.26 million as of Sept. 30, 2011

The petitions were signed by James R. Latimer, III, chief
executive officer.

A. Cano Petroleum's List of Its 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
VISA                               Credit Card            $179,398
P.O. Box 4513
Carol Stream, IL 60197-4513

Cantey Hanger LLP                  Attorney Fees          $145,752
600 W. 6th Street, Suite 300
Fort Worth, TX 76102-3685

Travelers                          Trade Debt              $25,000
13607 Collections Center Drive
Chicago, IL 60693

Bro-Co LLC                         Lease                   $24,295

Vinson & Elkins LLP                Attorney Fees           $13,791

Executive Flight Services, Inc.    Trade Debt               $6,064

Drilling Info. Inc.                Trade Debt               $4,953

IHS Global Inc.                    Trade Debt               $3,031

Bottomline Technologies            Trade Debt               $2,165

Underwood Wilson Berry Stein &     Attorney Fees            $1,976
Johnson

B. Cano Petro of New Mexico's List of Its 10 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
National Oilwell Varco             Trade Debt              $86,563
P.O. Box 200838
Dallas, TX 75320-0838

Rainey Mckay dba BJ Pipe & Supply  Trade Debt              $29,887
600 Tatum Highway
Lovington, NM 88260

Standard E&S                       Trade Debt              $27,832
  dba Standard Energy Service
P.O. Box 2724
Lubbock, TX 79408

Reef Services LLC                  Trade Debt              $20,580

Andrews Pump & Supply Inc.         Trade Debt              $14,436

Caval Pumping Unit Service LLC     Trade Debt              $13,527

Submersible Pumps Inc.             Trade Debt              $10,180

Real Time Automation               Trade Debt               $7,234

Warrior Energy Services Corp       Trade Debt               $5,618

WRH Inc.                           Trade Debt               $1,029

C. Ladder Companies' List of Its 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Danlin Industries Corporation      Trade Debt             $107,290
1200 E. Campbell Road, Suite 108
Richardson, TX 75081

Submersible Pumps Inc.             Trade Debt              $52,958
1800 S. Little Avenue
Cushing, OK 74023

Pumps of Oklahoma Inc              Trade Debt              $39,557
1220 NW 3rd Street
P.O. Box 1124
Oklahoma City, OK 73101

Butcher Well Service               Trade Debt              $34,688

Drumright Oilwell Service LLC      Trade Debt              $25,473

Ridenhour Construction             Trade Debt              $16,625

REP Enterprises                    Trade Debt              $15,815

Cates Supply, Inc.                 Trade Debt              $14,577

Davenport Fire Department          Trade Debt               $4,450

APAC-Central Inc.                  Trade Debt                 $498


CAMP COOLEY: U.S. Trustee Wants Case Dismissed or Converted
-----------------------------------------------------------
U.S. Trustee Judy A. Robbins filed a motion with the U.S.
Bankruptcy Court seeking conversion of Camp Cooley Ltd.'s Chapter
11 case to Chapter 7, or alternatively dismissing it because the
Debtor has failed, and continues to fail, to timely file its
Monthly Operating Reports and to pay U.S. Trustee fees.

The Debtor filed a plan of reorganization on April 22, 2010.  The
Court denied confirmation on Sept. 21, 2010, and ordered the
Debtor to engage in an orderly liquidation of its assets.  The
Debtor has liquidated all or substantial all of its tangible
assets, and still retains certain causes of action.

Because the Debtor has not filed its five most recent monthly
operating reports, the U.S. Trustee said it cannot accurately
calculate the amount of U.S. Trustee Program fees which the Debtor
owes under 28 U.S.C. Sec. 1930.  The U.S. Trustee estimates that
the Debtor owes $20,000 in quarterly fees for the third and fourth
quarters of 2011.

The quarterly fees for the third quarter were due Oct. 30, 2011.
The quarterly fees for the fourth quarter were due Jan. 31, 2012.

                          About Camp Cooley

Franklin, Texas-based Camp Cooley Ltd. operated an agricultural
and farming business.  Camp Cooley is the entity resulting from
the merger of these entities effective Nov. 7, 2009: North CC
Pipeline, LLC; Birkel CCR GP LLC; CCR Royalty, Ltd.; Ultimate
Genetics, LLC; and Camp Cooley Genetics, LLC.

Camp Cooley filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 09-61311) on Nov. 8, 2009.  In its schedules,
the Debtor disclosed $57,917,118 in assets and $28,138,421 in
liabilities.

Blake L. Beckham, Esq., at Beckham & Mandel, Esq., in Dallas; and
Debra L. Innocenti, Esq., Raymond W. Battaglia, Esq., and Robert
K. Sugg, Esq., at Oppenheimer Blend Harris & Tate, in San Antonio,
Tex., represent the Debtor as counsel.


CARITAS HEALTH: April 25 Hearing on Plan Confirmation Scheduled
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
will convene a hearing on April 25, 2012, at 2:30 p.m., prevailing
Eastern Time, to consider the confirmation of Caritas Health Care,
Inc., and its debtor-affiliates' Chapter 11 Plan, amended as of
Feb. 22, 2012.

The Court set April 6, 2012 at 4:00 p.m., as the deadline for
written ballots accepting or rejecting the Plan, and for filing
objections to the Plan.

According to the Second Amended Disclosure Statement, the Plan
provides a means by which the proceeds of the liquidation of the
Debtors' assets will be distributed under Chapter 11 of the
Bankruptcy Code.  The Debtors have consummated the sale of
substantially all of their physical assets pursuant to orders
of the Court authorizing the Debtors to sell (i) their equipment
and medical supplies, and (ii) their real estate assets.  The Plan
implements the distribution of the proceeds of asset sales to
holders of allowed Claims, and provides for liquidation of any
remaining assets and a process for recovery of any causes of
action belonging to the Debtors' and their estates.

A copy is available for free at:

   http://bankrupt.com/misc/CARITAS_HEALTH_ds_2ndamended.pdf

Previously, Tracy Hope Davis, U.S. Trustee for Region 2 objected
to the proposed first amended disclosure statement stating that
the Debtors' Disclosure Statement is deficient because it contains
1) an improper discharge of the Debtors in violation of Section
1141(d)(3); 2) overly broad third party releases; and 3)
inadequate information regarding a) cash on hand on the effective
date; b) professional fees; c) the plan administrator and d)
quarterly fees and post-confirmation reporting.

                    About Caritas Health Care

Caritas Health Care Inc. was the owner of Mary Immaculate Hospital
and St. John's Queens Hospital.  Caritas, created by Wyckoff
Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York.  St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.

Caritas Health Care, Inc., and eight of its affiliates sought
chapter 11 protection (Bankr. E.D.N.Y., Case No. 09-40901) on
Feb. 6, 2009.  Jeffrey W. Levitan, Esq., and Adam T. Berkowitz,
Esq., at Proskauer Rose, LLP, represent the Debtors.  Martin G.
Bunin, Esq., and Craig E. Freeman, Esq., at Alston & Bird LLP,
represent the official committee of unsecured creditors.

Caritas sold the hospitals to Joshua Guttman in November 2009 for
$17.7 million.


CASELLA WASTE: S&P Lowers Corp. Rating to 'B'; Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Rutland, Vt.-based Casella Waste Systems Inc. to 'B'
from 'B+'. "At the same time, we lowered our issue-level ratings
on the company's various debt issues. The recovery ratings
remain unchanged," S&P said.

"The downgrade reflects our concerns surrounding the very limited
headroom under Casella's financial covenants, which have pressured
liquidity," said Standard & Poor's credit analyst James Siahaan.
"As of Jan. 31, 2012, we estimate effective availability under its
$227.5 million revolving credit facility (taking into account the
borrowing limitations based on a potential financial covenant
breach) was $3 million--much lower than the almost $87 million of
availability the company had during the same period one year ago.
Although we expect the company to be able to amend the terms of
its credit facility to obtain additional headroom, we believe that
Casella's debt balance is likely to remain high and that its
prospects of earnings growth may be muted," S&P said.

"The ratings on Casella reflect our view of Casella's financial
risk as 'highly leveraged' marked by high debt balances and
minimal free cash generation. We view Casella's business risk
profile as 'fair', reflecting the company's participation in a
recession-resistant industry, its competitive market positions in
its operating regions, and generally good profitability despite
its somewhat modest scale of operations," S&P said.

Casella is a vertically integrated provider of collection,
recycling, transfer, and disposal services to residential,
commercial, and industrial customers. Its trailing-12-month sales
as of Jan. 31, 2012, totaled $481 million, making it one of the
larger regional solid waste haulers. It operates predominantly in
the northeastern U.S. and focuses on competing in secondary and
tertiary markets. Casella occupies the largest or second-largest
market position in about 80% of the markets it serves. Roughly 82%
of revenues are derived from its solid waste operations, with 10%
coming from recycling assets and another 8% from major accounts.
Within Casella's solid waste operations, collection accounted for
42% of segment revenue during the nine months ended Jan. 31, 2012,
followed by disposal (26%), processing and organics (11%), and
power/landfill gas to energy (3%).

"The outlook is negative, indicating the possibility that we may
lower the ratings during the next year. Although we expect Casella
to amend the terms of its credit facility to ease the liquidity
pressure from its financial covenants, there is some uncertainty
as to the level of the relief at the outset, as well as to the
timing of future step-downs. We could also lower the ratings if
economic weakness, price competition, or adverse movements in
recycled commodities or fuel prices cause earnings or cash flow to
deteriorate, so that the company cannot maintain FFO to total
adjusted debt of 10% to 15%," S&P said.

"However, we believe Casella could stabilize its credit risk
profile by demonstrating improved operating performance in
subsequent quarters or by divesting noncore assets and using the
proceeds to reduce debt. Although we also believe that the company
remains committed to reducing debt (as evidenced by its use of
asset divestiture proceeds in 2011 to repay term loan borrowings,
reducing debt by more than $100 million), uncertainty regarding
asset sales and internal growth lead us to the conclusion that
it's unlikely that the pace of deleveraging would be rapid enough
to warrant higher ratings within the next year. While less likely,
we could raise the ratings if there is improvement in operating
results or if proceeds from additional asset sales enable the
company to generate FFO to debt exceeding 15%," S&P said.


CATHAY ENTERPRISES: Design Trend Wins $550,000 Judgment
-------------------------------------------------------
District Judge Neil V. Wake in Arizona issued judgment on Tuesday
-- which judgment is nunc pro tunc to March 29, 2011 -- in favor
of Design Trend International Interiors, Ltd., and against Cathay
Enterprises, Inc., for (1) the principal sum of $169,025, with
prejudgment interest at 10% per annum from June 5, 2003 to March
28, 2011, and post judgment interest at the federal judgment rate
(as of March 29, 2011) of 0.26% from March 29, 2011 until paid;
(2) attorneys fees of $382,966; and (3) taxable costs and the
amount of $10,203.

The dispute stems from a March 2001 contract in which Design Trend
agreed to remodel Cathay's hotel for a fixed price of $1,277,000,
inclusive of sales tax.  As of late July 2001, Cathay's payments
to Design Trend totaled $986,707. Cathay has since made no further
payments to Design Trend.

Under the contract as modified in July 2001, the parties expected
Design Trend to complete its work by Aug. 31, 2001.  Through two
Arizona Registrar of Contractors proceedings filed by Cathay
against Design Trend, it was established by decision dated June 5,
2003, that Design Trend had not completed its work for Cathay by
Aug. 31, 2001, but had substantially completed its work by mid-
February 2003.

Cathay protests that its contract with Design Trend did not
require a final payment until an architect issued a certificate of
completion.  To this day, Design Trend has not obtained a
certificate of completion, and therefore, Cathay argues, it was
never under an obligation to pay until the District Court entered
judgment on March 29, 2011.  But Cathay's position all along is
that Design Trend never completed the project.  In any event, the
District Court said it is satisfied that the Registrar's June 5,
2003 ruling, preceded by two Registrar inspections, is the
substantial equivalent of an architect's certificate of
completion.  Accordingly, Cathay became obligated at least as of
June 5, 2003.

The case before the District Court is Design Trend International
Interiors, Ltd., an Arizona corporation, Appellant, v. Cathay
Enterprises, Inc., an Arizona corporation, Appellee, No. CV 10-
01079 (D. Ariz.).  A copy of the Court's March 6, 2012 Order is
available at http://is.gd/ghwBXYfrom Leagle.com.

Design Trend International Interiors Limited is represented by
Dennis Ira Wilenchik, Esq. -- DIW@wb-law.com -- at Wilenchik &
Bartness PC.

Cathay Enterprises, Inc., Tempe, Arizona, filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 04-15766) on Sept. 7, 2004.
Judge Redfield T. Baum Sr., was assigned to the case.  Cathay
Enterprises is represented by Daniel P. Collins, Esq., and Philip
G. May, Esq., at Collins May Potenza Baran & Gillespie PC.  In its
petition, the Debtor estimated $1 million to $10 million in assets
and debts.

A review of the bankruptcy docket shows that the trustee moved to
convert the case to Chapter 7 on multiple occasions, but all of
those motions were withdrawn or denied. The docket indicates that
Cathay's case remains in Chapter 11.


CENVEO CORP: Moody's Rates New Notes 'Caa2'; Affirms 'B3' CFR
-------------------------------------------------------------
Moody's Investors Service rated Cenveo Corporation's new senior
unsecured notes issue Caa2 and, at the same time, affirmed the
company's B3 corporate family rating (CFR) and B3 probability of
default rating (PDR). As part of the same action, Cenveo's senior
secured back credit facility rating was affirmed at Ba3, the
rating for its second lien notes issue was affirmed at B3, and the
company's speculative grade liquidity rating was affirmed at SGL-3
(adequate). The outlook remains negative, however, it is expected
that upon the notes issue proceeds being applied, as anticipated,
towards outstanding tender offers for near term debt maturities,
that the outlook will be stabilized. As well, upon Cenveo's
existing Caa1-rated senior unsecured and Caa2-rated senior
subordinated notes having been retired pursuant to the tender
offer, their ratings will be withdrawn.

Since the new notes issue and the related tender offer involve a
like amount of debt, the transaction does not affect Cenveo's
credit profile and the company's ratings were affirmed. The
transaction is positive as it extends the weighted average term to
maturity of Cenveo's debt. In addition, by refinancing junior-
ranking near-term maturities, it is expected that a successful
transaction will allow the ratings outlook to be stabilized.

The following summarizes Cenveo's ratings and today's rating
actions:

  Issuer: Cenveo Corporation

    Senior Unsecured Regular Bond/Debenture, Assigned Caa2  (LGD5,
    82%)

    Corporate Family Rating, Affirmed at B3

    Probability of Default Rating, Affirmed at B3

    Senior Secured Bank Credit Facility, Affirmed at Ba3 with the
    LGD assessment revised to (LGD2, 14%) from (LGD2, 15%)

    Senior Secured Second Lien Notes, Affirmed at B3 with the LGD
    assessment revised to (LGD3, 46%) from (LGD3, 48%)

    Senior Unsecured Regular Bond/Debenture, Affirmed at Caa1
    (LGD5, 70%) (to be withdrawn upon completion of an outstanding
    tender offer)

    Senior Subordinated Regular Bond/Debenture, Affirmed at Caa2
    (LGD5, 89%) (to be withdrawn upon completion of an outstanding
    tender offer)

    Speculative Grade Liquidity Rating, Unchanged at SGL-3

Outlook Actions:

    Outlook, Unchanged as Negative (expected to be revised to
    Stable upon completion of an outstanding tender offer)

Ratings Rationale

Cenveo's B3 ratings result primarily from limited debt repayment
capacity that results from the inter-relationship of significant
interest expense that results from elevated financial leverage
along with systemic issues that limit growth prospects and
suppress operating margins. With EBITDA margins of only 10%-to-12%
and with interest expense amounting to some 60% of EBITDA, cash
flow operations is a relatively weak proportion of revenues (all
figures incorporate Moody's standard adjustments). The rating
draws support from the company's very low capital intensity,
however, while low capital intensity can be a positive feature as
it facilities free cash flow generation, Moody's thinks low
capital intensity results more from poor return prospects that
cause capital rationing than from asset productivity gains. The
poor return arithmetic, in turn, stems from the secular decline of
core printing activities and Moody's thinks that operational risks
are increasing as the business environment continues to
deteriorate. As well, visibility of forward activity levels is
opaque and the timing and magnitude of future growth (or secular
decline) is highly uncertain. Moody's anticipates only modest top-
line growth and expect little in the way of margin expansion. With
that and given the co-cyclicality of results with general economic
conditions, liquidity is an important consideration. Cenveo
maintains adequate liquidity.

Rating Outlook

Uncertainties related to refinance activities and Cenveo's ability
to access appropriate amounts of junior capital on a timely and
cost-effective basis - in what will be a crowded market place - in
conjunction with ongoing business risks and a still over-leveraged
capital structure, cause the rating outlook to be negative. Should
an outstanding tender offer be concluded successfully, it is
expected that the outlook will be stabilized.

What Could Change the Rating - Up

Moody's would consider an upgrade if TD/EBITDA leverage were
expected to be reduced to 6.0x or lower on a sustained basis and
positive free cash flow were expected to be sustained at
approximately 5% of total debt (in both case, incorporating
Moody's standard adjustments). A rating upgrade would also have to
involve assurance of solid liquidity arrangements, an absence of
near-term refinance risks, improved industry fundamentals, and a
somewhat stabilized business platform.

What Could Change the Rating - Down

Since potential default risk increases as the refinance window
shrinks, a lack of progress in refinancing near term debt
maturities may provide a catalyst for near term ratings actions.
In addition, Moody's would consider Cenveo's ratings for potential
downgrade if free cash flow generation was expected to be minimal
or negative for a prolonged period and/or if TD/EBITDA was
expected to be in excess of 7x on a sustained basis. A debt-
financed acquisition of more than nominal size and/or adverse
liquidity developments (in addition to those related to refinance
matters) could also result in downward rating pressure.

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


CHALLENGE GOLF: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Challenge Golf Group of the Carolinas, LLC
        187 North Main Street
        Rutherfordton, NC 28139

Bankruptcy Case No.: 12-40150

Chapter 11 Petition Date: March 8, 2012

Court: United States Bankruptcy Court
       Western District of North Carolina (Shelby)

Judge: J. Craig Whitley

Debtor's Counsel: D. Rodney Kight, Jr., Esq.
                  KIGHT LAW OFFICE PC
                  7 Orchard Street, Suite 100
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886
                  E-mail: info@kightlaw.com

Scheduled Assets: $1,502,200

Scheduled Liabilities: $4,089,594

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncwb12-40150.pdf

The petition was signed by James McDonnell, member.


CHESTER DOWNS: S&P Keeps 'B-' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating to Chester, Pa.-based Chester Downs and Marina's $330
million 9.25% senior secured notes due 2020, co-issued by Chester
Downs Finance Corp. "In addition, we assigned the notes a recovery
rating of '1', indicating our expectation of very high (90%-100%)
recovery for noteholders in the event of payment default. Our
rating assignment follows the closing of the notes offering and
our review of final documentation," S&P said.

"The company used the proceeds to repay its existing term loan
debt and to make a distribution to its parent company, Harrah's
Chester Downs Investment Co., a wholly owned subsidiary of Caesars
Entertainment Operating Co. (CEOC). The 'B-' corporate credit
rating remains unchanged. The rating outlook is stable," S&P said.

"Our 'B-' corporate credit rating reflects the 'highly leveraged'
financial risk profile (based on our criteria) and very aggressive
financial policy of Chester Downs' indirect majority owner and
property manager, CEC. Through its subsidiary--CEOC--CEC currently
owns a 99.5% stake in Chester. Given CEC's substantial majority
controlling position, we view Chester's credit quality as linked
to CEC's. We believe a bankruptcy at CEC could result in a
bankruptcy at Chester, despite its relatively moderate financial
burden, because we believe CEC could decide to include Chester in
a broader bankruptcy proceeding. Management could accomplish this
by buying out the minority investors for a relatively
insignificant sum," S&P said.

"As a stand-alone entity, our assessment of Chester's financial
risk profile as 'aggressive' and our assessment of Chester's
business risk profile as 'weak' might support a higher rating.
However, it is unlikely our rating on Chester would be higher than
our rating on CEC," S&P said.

"Our assessment of Chester's financial risk profile as aggressive
reflects its high debt balances, which, following the recent
transaction, consists solely of the $330 million senior secured
notes," said Standard & Poor's credit analyst Melissa Long. Still,
under our performance expectations for the property and
incorporating minimal capital spending needs, we expect positive
free operating cash flow generation," S&P said.

"Our assessment of Chester's business risk profile as weak
reflects its limited diversity as an operator of a single gaming
property and increased competitive pressure in the Philadelphia-
area gaming market in recent years. These factors are partially
offset by the inclusion of the property in Caesars' Total Rewards
player network, which offers some competitive advantage, and
strong market demographics," S&P said.

"Although we expect credit measures at Chester to remain strong
for our 'B-' rating, the rating and stable outlook reflect the
link between Chester and CEC. CEC's aggressive financial policy
and weak credit quality limit a possible upgrade over the
foreseeable future. Without at least modest growth over the next
few quarters and an expectation for positive operating momentum
to continue to build in 2012 and 2013, we could lower our rating
on CEC, as the company could be challenged to meet fixed charges
while servicing its current capital structure, and might again
seek to restructure its debt obligations," S&P said.


CHINA TEL GROUP: Enters Into $1MM Line of Credit with Weal Group
----------------------------------------------------------------
VelaTel Global Communications, Inc., formerly known as China Tel
Group, Inc., on March 5, 2012, granted a Line of Credit Promissory
Note to Weal Group, Inc., in the principal amount of $1,052,631.
The disbursement amount of the Weal Note is $1,000,000.  Weal will
retain a 5% Holdback as a set-up fee and compensation for Weal's
due diligence.  The difference between the disbursement amount and
the principal amount represents the 5% Holdback fee.  The Maturity
Date of the Weal Note is March 5, 2013.  The Company may prepay
the Weal Note in whole or in part prior to its Maturity Date
without penalty.  The Weal Note bears interest on its principal
amount at 10% per annum.  The Weal Note provides:

   Contemporaneously with the execution of the Weal Note, Borrower
   is maker on a Note with Isaac Organization, Inc.  The Isaac
   Note provides that Borrower and Isaac agree to add a conversion
   feature granting Isaac an option to convert all or a portion of
   the balance of principal and interest due under the Isaac Note
   to shares of Borrower's Series A common stock.  The details of
   the conversion feature will be agreed to between the Parties
   when Borrower has additional authorized Shares available for
   issuance.  Upon that amendment or substitution of the Isaac
   Note, Borrower agrees to amend or substitute the Weal Note with
   an amended Weal Note containing identical conversion features
   to the amended or substituted Isaac Note.

A complete copy of the Weal Note is available for free at:

                        http://is.gd/A1CN6A

                          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.

Since the Company's inception until June 30, 2011, it has incurred
accumulated losses of approximately $242.36 million.  The Company
expects to continue to incur net losses for the foreseeable
future.

The Company's independent accountants have expressed substantial
doubt about the Company's ability to continue as a going concern
in their audit report, dated April 15, 2011, for the period ended
Dec. 31, 2010.  As reported by the TCR on April 21, 2011, Mendoza
Berger & Company, LLP, in Irvine, California, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.

The Company reported a net loss of $66.6 million in 2010,
following a net loss of $56.0 million in 2009.  The Company
reported a net loss of $18.0 million on $488,000 of revenue for
the nine months ended Sept. 30, 2011, compared with a net loss of
$38.2 million on $730,000 of revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2011, showed $11.57
million in total assets, $22.22 million in total liabilities and a
$10.64 million total stockholders' deficit.


CIMA LLC: Alford Clausen Okayed as Corporate Counsel
----------------------------------------------------
CIMA LLC sought and obtained permission from the U.S. Bankruptcy
Court to employ Alford, Clausen & McDonald LLC as special
corporate and transactional counsel.

AC&M has previously provided services to the Debtor.  As reflected
on the Debtor's schedules of assets and liabilities, as amended,
AC&M is listed as an unsecured, non-priority creditor in the
amount of $677,447.24.

The firm attests that it has no connection with (a) the United
States Trustee or any person employed by the Office of the United
States Trustee; or (b) any attorneys, accountants, financial
consultants, or investment bankers who represent or may represent
creditors or other parties in interest in the case.

The firm's rates are:

     Personnel                         Rates
     ---------                         -----
     Partners                         $250-$285
     Paraprofessional                 $125

                         About CIMA L.L.C.

Based in Ft. Lauderdale, Florida, CIMA, L.L.C., is the developer
and current owner of a 200-acre parcel of land located in Mobile,
Alabama, with frontage on Interstate 10, a major thoroughfare.
The parcel has been subdivided into parcels, and some
infrastructure work has been done.

CIMA filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
11-33279) on Aug. 22, 2011, disclosing $18,876,064 in assets and
$10,535,230 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Raymond B. Ray later approved a request by the
secured creditor to transfer the case to Alabama (Bankr. S.D. Ala.
11-04981).  Chief Bankruptcy Judge Margaret A. Mahoney now
oversees the case.  Leslie Gern Cloyd, Esq., at Berger Singerman,
P.A., represents the Debtor.  Ronald F. Suber, Attorney at Law,
acts as local counsel.

When it filed for bankruptcy, CIMA said it was finalizing plans
with one or more investor groups for further development of its
parcel.


CLARE OAKS: Has Final Approval of $6 Million DIP Loan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Clare Oaks was given final approval on March 8 to
borrow $6 million.

Senior Care Development, LLC, is providing postpetition financing
in the form of a multiple draw term loan made available to the
Debtor in a principal amount of up to $6,000,000, with
superpriority claims and first priority priming liens senior to
any prepetition or postpetition liens.

As reported in the Troubled Company Reporter on Dec. 30, 2011, the
DIP facility matures on the earliest of (i) July 31, 2012,
which date may be extended for one month; (ii) the effective date
of a plan of reorganization in the Chapter 11 case, (iii) the
closing of the sale, if any, of all or substantially all of the
Borrower's assets or (iv) the acceleration of the loans and the
termination of the commitments in accordance with the terms of the
DIP Loan Agreement.

The DIP Loan will carry interest at the greater of (i) 200 basis
points plus 4.0% per annum or (ii) the then-current LIBOR Rate
plus 4.0% per annum.  The default rate is an additional 200 basis
points per annum.

The Debtor is required to pay the DIP Lender a $300,000 commitment
fee (payable out of the initial advance).  If applicable, an
extension fee of $60,000 is payable on the maturity date.  A
$120,000 exit fee is also payable on the maturity date.

                         About Clare Oaks

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

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

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

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


CLEAN BURN: Perdue BioEnergy Wants Plan Outline Adequacy Denied
---------------------------------------------------------------
Secured and unsecured creditor Perdue BioEnergy, LLC, asks the
U.S. Bankruptcy Court for the Middle District of North Carolina
to:

  (i) deny approval of Disclosure Statement explaining Clean Burn
      Fuels, LLC's Plan of Reorganization dated Dec. 28, 2011; and

(ii) require the Debtor to amend the Disclosure Statement to
      provide adequate information as required by the Bankruptcy
      Code and the rulings of the Court.

Perdue asserts it is owed a total amount of $7,537,729, reflecting
a secured claim in the amount of $2,131,448 and an unsecured claim
of $5,406,280.

According to Perdue, the Debtor has failed to provide creditors
and other interested parties adequate information on, among other
things:

   -- the estimated return creditors would receive in a Chapter 7
      liquidation compared to the Plan terms;

   -- disclosure of corporate approval and authorization for filed
      Plan and Disclosure Statement, since neither are signed by
      an officer of the Debtor; and

   -- disclosure of appointment of the Chapter 11 trustee, her
      duties, and effect of the appointment.

                        The Chapter 11 Plan

As reported in the Troubled Company Reporter on Jan. 31, 2012,
according to the Disclosure Statement, the Plan contemplates that
the best disposition of the Debtor's estate would involve (i) the
appointment of a trustee pursuant to Section 1104 of the
Bankruptcy Code; (ii) the sale or collection of any remaining
property of the estate; and (ii) the pursuit of any causes of
action or claims which the trustee could assert pursuant to
Sections 541, 542, 544, 545, 546, 547, 548, 549, 550 or 553 of the
Bankruptcy Code, followed by the distribution of the cash proceeds
to creditors in accordance with the priorities established by the
Bankruptcy Code.  If confirmed, a claims review process regarding
Allowed Claims is anticipated to take approximately 180 days after
the Confirmation Date.

Under the Plan, holders of Allowed Priority Unsecured Claims will
be paid from available cash (in full or in regular installments,
depending on the amount of available cash), with interest at the
federal judgment rate in effect at the Petition Date and over a
period not exceeding five years from and after the Petition Date.

Holders of Allowed Unsecured Claims will be paid in cash, in full
or pro rata depending upon the amount of available cash, after
payment in full of all Allowed Administrative Claims, Priority Tax
Claims, Priority Unsecured Claims, and Secured Claims, in one or
more distributions after the Effective Date upon the realization
of available cash and as determined by the trustee from time to
time.  No postpetition interest will be paid on any Allowed
Unsecured Claims unless all Allowed Claims have been paid in full.

Pursuant to the Cape Fear Order, Cape Fear will have a
subordinated Allowed Unsecured Claim in the amount of $30,000,000
which will be paid in cash, in full or in part depending upon the
amount of available cash, after payment in full of all other
Allowed Claims, and in one or more distributions after the
Effective Date upon the realization of available cash.

Under the Plan, the existing Equity Interests will be terminated
and holders of these interests will receive no distribution unless
and until all allowed claims are paid in full, plus interest as
provided herein.

At or before the Confirmation Date, the Bankruptcy Court will
appoint Sarah A. Conti or a similarly qualified individual as
Trustee pursuant to Section 1104 of the Bankruptcy Code.

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

                         About Clean Burn

Founded in 2005, Clean Burn Fuels LLC is the first company to
produce ethanol in North Carolina.  It completed the construction
of its ethanol plant in August 2010 and started producing and
selling ethanol and dried distillers grains with solubles (DDGS)
shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., in Chapel Hill, N.C., represents
the Debtor.  Anderson Bauman Tourtellot Vos & Co. serves as
financial consultant and chief restructuring officer.  Smith,
Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP serves as
special counsel to assist the Debtor in its state court litigation
matters, including various lawsuits pending in Hoke County, North
Carolina. The Debtor disclosed $79,516,062 in assets and
$79,218,681 in liabilities as of the Chapter 11 filing.

Sara A. Conti was appointed as Chapter 11 trustee for the Debtor's
estate.

Charles M. Ivey, Esq., at Ivey McClellan Gatton, in Greensboro,
N.C., represents the Creditors' Committee as counsel.

Since the petition date, the Debtor has not operated its ethanol
plant.


CMS ENERGY: Moody's Affirms 'Ba1' Senior Unsecured Ratings
----------------------------------------------------------
Moody's Investors Service affirmed the ratings for CMS Energy
Corporation (CMS: Ba1 senior unsecured) and its regulated
subsidiary Consumers Energy Corporation (Consumers: Baa2 senior
unsecured) and changed the rating outlooks for CMS and Consumers
to positive from stable.

Separately, Moody's assigned a Ba1 rating to CMS' $300 million
senior notes due 2022. The outlook is positive.

Ratings Rationale

"The outlook change follows a steady improvement in CMS' financial
profile due in large part to a constructive legislative and
regulatory environment" said Moody's Vice President Scott Solomon.

Legislation passed by the Michigan legislature in 2008 provided a
catalyst for the improved consolidated financial profile. This
legislation streamlined the rate case process in a manner that has
reduced regulatory lag, placed a 10% cap on customer participation
in electric choice and provided financial support for utility
investments.

Since 2008, the Michigan Public Service Commission (MPSC) has
granted Consumers' $285 million in electric rate increases and $97
million in gas rate increases. Moreover, Consumers has an electric
and gas rate case pending for which it recently self-implemented
$141 million in annual rate increases.

The rate case activity has improved CMS' consolidated cash flow
and financial metrics. Specifically, CMS' consolidated ratio of
cash flow from operations pre-changes in working capital (CFO pre-
WC) to debt improved to approximately 16% in 2011 from 10% in 2007
while interest coverage increased to 3.8 times from 2.4 times
while adjusted consolidated debt levels have remained relatively
constant at approximately $8.1 billion during this timeframe.

Consumers' financial metrics have followed a similar positive
trend. Specifically, its CFO pre-WC to debt metric improved to 25%
in 2011 from 18% in 2007 while interest coverage improved to 5.4
times from 3.8 times. That said, the significant level of parent-
level debt continues to constrain the rating of Consumers. As of
December 31, 2011, CMS had approximately $2.3 billion of balance
sheet debt, representing approximately 33% of total consolidated
balance sheet debt.

Consumers' faces an elevated capital expenditure program, the
magnitude of which will require continued regulatory support in
order to maintain the company's improved financial profile.
Specifically, Consumers estimates its capital expenditures at
approximately $1.40 billion in 2012, $1.25 billion in 2013 and
$1.38 billion in 2014. A significant portion of this spending is
driven by the evolving environmental requirements and statewide
mandates in renewable generating capacity. Consumers' historical
capital expenditures were $922 million in 2011, $877 million in
2010 and $827 million in 2009.

A rating upgrade over the next 12 to 18 months could be triggered
by continued regulatory support provided by the MPSC demonstrated
by constructive outcomes in Consumers' pending rate cases and
comfort in CMS' ability to maintain consolidated interest coverage
and CFO pre-W/C to debt metrics in excess of 3.2 times and 15%,
respectively, over Consumers' construction cycle.

Evidence of declining support from the MPSC, greater than
anticipated capital expenditure requirements or a decline in
operating margins such that CMS' consolidated metric of CFO pre-WC
to debt declines to below 15% could cause us to revise the rating
outlook to stable.

The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2009.


COLLEEN STRAWBRIDGE: Transfer of Apartment Ownership Affirmed
-------------------------------------------------------------
District Judge Paul A. Engelmayer denied a pro se appeal by
Colleen Strawbridge from a July 15, 2011 Order of the United
States Bankruptcy Court for the Southern District of New York
(Glenn, J.) approving a stipulation among Gregory Messer, the
trustee of Ms. Strawbridge's Chapter 7 estate, Angelina
Khanamirian, and 200 E. 74 Owners Corporation.  The stipulation
provides for the transfer of ownership of Ms. Strawbridge's
apartment to Ms. Khanamirian subject to East 74's claim against
the apartment.  In exchange, the estate receives a release of Ms.
Khanamirian's claim against it and funds sufficient to satisfy Ms.
Strawbridge's unsecured creditors.

The appeal arises out of a nearly decade-long dispute between Ms.
Strawbridge and her creditors.  The genesis of the dispute is a
$200,000 loan that Ms. Strawbridge took in October 2000 from a
company called Fairmont Funding.  That loan was secured by the
shares Ms. Strawbridge owned in East 74, the corporation which
owns the co-op apartment in which she lives, and a lease she held
as a result of that share ownership.  Because those shares and the
lease relate to the apartment Ms. Strawbridge lives in, the loan
was, in essence, secured by her home.

Ms. Strawbridge quickly fell behind on the loan payments and,
thereafter, also stopped making monthly maintenance payments to
her co-op, East 74.  Shortly after the loan was made, the
originator, Fairmont, assigned the loan to Indymac Bank.

On Nov. 13, 2002, immediately before Indymac was to foreclose on
the collateral (and, therefore, the apartment), Ms. Strawbridge
filed her first petition for relief under Chapter 13 of the
Bankruptcy Code.  That case was dismissed by the Bankruptcy Court
based on Ms. Strawbridge's failure to make payments pursuant to
the plan imposed by the Court or provide documents necessary to
the administration of the proceeding. Thereafter, Strawbridge sued
Indymac in New York state court, alleging that her debt was the
result of a predatory lending scheme; that case was dismissed in
2006 after the court determined that the lending practices
surrounding the loan were not predatory.

Indymac then sought to foreclose a second time.  On Dec. 19, 2006,
Strawbridge filed her second bankruptcy petition, this time under
Chapter 11 of the Bankruptcy Code.  After limited motion practice
and an appeal to the District Court, that petition was also
dismissed by the Bankruptcy Court for, inter alia, the debtor's
failure to file monthly operating reports or to offer a plan of
reorganization.

After additional litigation in New York state court not relevant
to the appeal, Ms. Strawbridge filed another Chapter 11 petition
on Dec. 8, 2009.  On Feb. 9, 2010, East 74 moved for an order
dismissing Ms. Strawbridge's petition or, in the alternative,
converting it to a liquidation proceeding pursuant to Chapter 7 of
the Bankruptcy Code and appointing a trustee to administer the
liquidation of the debtor's assets.  On March 5, 2010, the
Bankruptcy Court granted East 74's motion to convert the petition
to Chapter 7, holding that Ms. Strawbridge "did not file her
petition in good faith," and that the 2009 petition was "part of a
strategic effort to frustrate the secured creditors' efforts to
enforce their interests in the Apartment."

While Strawbridge litigated these various matters, the loan
secured by her co-op shares and lease changed hands a number of
times and continued to collect interest and default fees. In July
2008 Indymac Bank, who had been assigned the loan from the
originator, Fairmont Funding, was put into conservatorship by the
Federal Deposit Insurance Corporation.  On May 20, 2009, in its
capacity as conservator, the FDIC assigned Ms. Strawbridge's loan
to a company named Kondaur Capital Corporation.  In October 2009,
Kondaur, in turn, assigned the loan to a company called ESA
Ventures, LLC.

On Dec. 18, 2009, ESA filed a proof of claim against Ms.
Strawbridge's estate, secured by the co-op shares and lease,
asserting that the amount due on the loan had ballooned to
$562,027 as a result of nearly a decade in default.  On March 22,
2010, ESA assigned its secured claim against the estate to Ms.
Khanamirian.

Upon his appointment, the Chapter 7 Trustee attempted to gain
access to Ms. Strawbridge's apartment to assess its value as the
estate's primary asset.  After several aborted and contentious
attempts to access to the apartment, the Trustee and his retained
evaluators were granted access in fall 2010 and fixed the
apartment's value at approximately $450,000.  Because the amount
of the secured claims on the estate -- by Ms. Khanamirian on the
loan, and by East 74 on the maintenance fees the debtor had not
paid -- exceeded the assessed value of the estate's assets, the
Trustee engaged the creditors in settlement discussions to resolve
their claims.

The case before the District Court is, Colleen Strawbridge,
Appellant, v. Gregory Messer, as Chapter 7 Trustee, Angelina
Khanamirian, and 200 E. 74 Owners Corp., Appellees, No. 11 Civ.
6759 (S.D.N.Y.).  A copy of the Court's March 6, 2012 Opinion and
Order is available at http://is.gd/FBBBXufrom Leagle.com.

Gregory Messer is represented by Gary F. Herbst, Esq. --
gfh@lhmlawfirm.com -- at LaMonica, Herbst & Maniscalco.

Angelina Khanamirian is represented by Norman Morris Mendelson,
Esq., at Law Offices of Mendelson & Associates PLLC.

200 East 74 Owners Corp. is represented by Joshua Graham Losardo,
Esq., at Belkin Burden Wenig & Goldman, LLP.


COMMUNITY HEALTH: S&P Rates $750-Mil. Sr. Secured Term Loan 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to the
proposed $750 million senior secured term loan B due 2018 to be
borrowed by CHS/Community Health Systems Inc., a wholly owned
subsidiary of Franklin, Tenn.-based Community Health Systems Inc.
"We rated the loan 'BB' (two notches higher than the 'B+'
corporate credit rating on the company) with a recovery rating of
'1', indicating our expectation of very high (90% to 100%)
recovery for lenders in the event of a payment default. This new
issue is an extension of the company's existing term loan B that
matures in 2014," S&P said.

"The corporate credit rating on Community Health is 'B+' and the
rating outlook is stable. The rating reflects our assessment of
the company's business risk profile as 'fair', because of its
large, relatively diversified portfolio of hospitals that helps
the company manage uncertain reimbursement and spread local market
risk over many markets. The rating is also based on our view of
the company's financial risk profile as 'highly leveraged,'
reflected in our expectation that the current debt to EBITDA level
of about 5.2x will remain largely unchanged. This viewpoint
includes our belief that Community will use its cash flow to fund
acquisitions and not repay debt. We believe acquisitions will
remain a key strategy to increase earnings, particularly as a
difficult reimbursement environment and flat patient volume trends
(adjusted for outpatient visits) continue to pressure
profitability," S&P said.

Ratings List

Community Health Systems Inc.
Corporate Credit Rating                  B+/Stable/--

CHS/Community Health Systems Inc.
$750M sr secd term loan B due 2018       BB
   Recovery Rating                        1


COMMUNITY MEMORIAL: Patient Care Ombudsman Named
------------------------------------------------
Christine Derdarian in Sylvan Lake, Michigan, has been appointed
as Patient Care Ombudsman in the Chapter 11 case of Community
Memorial Hospital pursuant to a stipulation between the Debtor and
Daniel M. McDermott, the United States Trustee for Region 9, which
was approved the Bankruptcy Court.

Pursuant to Section 333(b) of the Bankruptcy Code, the Patient
Care Ombudsman will monitor the quality of patient care provided
to patients of the debtor, including interviewing patients and
physicians; and not later than 60 days after the date of the
appointment, and not less frequently than at 60-day intervals
thereafter, report to the court regarding the quality of patient
care provided to patients.

Ms. Derdarian charges $250 per hour for her services.

                 About Community Memorial Hospital

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

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

Counsel for Citizens National Bank of Cheboygan is Sandra S.
Hamilton, Esq., at Clark Hill PLC.  AmerisourceBergen is
represented by Dennis M. Haley, Esq., at Winegarden Haley Lindholm
& Robertson PLC.

The Debtor and McLaren Health Care Corporation have an Asset
Purchase Agreement to buy most of the Debtor's assets for
$5 million.  McLaren is also providing up to $2 million in DIP
financing.  The APA requires that any outstanding balances on the
postpetition financing will be credited toward the purchase price.

Christine Derdarian in Sylvan Lake, Michigan, has been appointed
as Patient Care Ombudsman pursuant to a stipulation between the
Debtor and the U.S. Trustee for Region 9.


COMMUNITY MEMORIAL: Has 5-Member Creditors' Committee
-----------------------------------------------------
Daniel M. McDermott, the United States Trustee for Region 9, has
appointed an official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital d/b/a Cheboygan
Memorial Hospital pursuant to Sections 1102(a) and 1102(b) of the
Bankruptcy Code.

The Committee members are:

          1. James Scarsella, President
             ANESTHESIA STAFFING CONSULTANTS
             30200 Telegraph Rd., Ste. 220
             Bingham Farms, MI 48025
             Tel: 248-258-5058
             Fax: 248-927-5058
             E-mail: Jscarsella@ASConsultants.com

          2. Dawn Rouse
             GORDON FOOD SERVICE, INC.
             420 50th St. SW
             PO Box 2244
             Grand Rapids, MI 49501
             Tel: 800-905-2796
             Fax: 616-717-9551
             E-mail: DAWN.ROUSE@GFS.com

          3. Kenneth E. Scholten
             AGILITY HEALTH, INC.
             607 Dewey Ave. NW, Ste. 300
             Grand Rapids, MI 49504
             Tel: 616-356-5007
             Fax: 616-356-5001
             E-mail: Ken.scholten@agilityhealth.com

          4. Greg Robinson
             HEALTHCARE CLAIMS SOLUTIONS, INC.
             3460 S. Dixie Hwy.
             Moraine, OH 45439
             Tel: 937-294-2468 ext. 205
             Fax: 937-294-2394
             E-mail: greg@myhcsinc.com

          5. Mark Hepler
             MUNSON MEDICAL CENTER
             1105 Sixth Street
             Traverse City, MI 49684
             Tel: 231-935-6512
             Fax: 231-935-6548
             E-mail: mhepler@mhc.net

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

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

Counsel for Citizens National Bank of Cheboygan is Sandra S.
Hamilton, Esq., at Clark Hill PLC.  AmerisourceBergen is
represented by Dennis M. Haley, Esq., at Winegarden Haley Lindholm
& Robertson PLC.

The Debtor and McLaren Health Care Corporation have an Asset
Purchase Agreement to buy most of the Debtor's assets for
$5 million.  McLaren is also providing up to $2 million in DIP
financing.  The APA requires that any outstanding balances on the
postpetition financing will be credited toward the purchase price.

Christine Derdarian in Sylvan Lake, Michigan, has been appointed
as Patient Care Ombudsman pursuant to a stipulation between the
Debtor and the U.S. Trustee for Region 9.


COMMUNITY MEMORIAL: Seeks Approval of McDonald Hopkins Hiring
-------------------------------------------------------------
Community Memorial Hospital seeks Court permission to employ
McDonald Hopkins LLC as counsel to render general legal services
throughout the course of the Debtor's Chapter 11 case.

McDonald Hopkins will charge the Debtor for legal services on an
hourly basis at these rates:

          Billing           Category Range
          -------           --------------
          Members              $280 - $660
          Of Counsel           $310 - $605
          Associates           $185 - $395
          Paralegals           $115 - $245
          Law Clerks            $60 - $125

In the 12 months prior to the Chapter 11 filing, the Debtor paid
to McDonald Hopkins a "replenishing" retainer in the aggregate
amount of $386,138 for legal services performed or to be performed
in contemplation of the Debtor's Chapter 11 case.  As of the
Petition Date, McDonald Hopkins held $125,000 as a retainer, and
holds no prepetition claim against the Debtor.

McDonald Hopkins attests it does not represent any of the Debtor's
secured creditors in any matters related to or adverse to the
Debtor, except that McDonald Hopkins has represented General
Electric Capital Corporation, which financed some of the Debtor's
equipment, in tax matters unrelated to the Debtor.

The firm says it is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code.

                 About Community Memorial Hospital

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

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

Counsel for Citizens National Bank of Cheboygan is Sandra S.
Hamilton, Esq., at Clark Hill PLC.  AmerisourceBergen is
represented by Dennis M. Haley, Esq., at Winegarden Haley Lindholm
& Robertson PLC.

The Debtor and McLaren Health Care Corporation have an Asset
Purchase Agreement to buy most of the Debtor's assets for
$5 million.  McLaren is also providing up to $2 million in DIP
financing.  The APA requires that any outstanding balances on the
postpetition financing will be credited toward the purchase price.

Christine Derdarian in Sylvan Lake, Michigan, has been appointed
as Patient Care Ombudsman pursuant to a stipulation between the
Debtor and the U.S. Trustee for Region 9.

The U.S. Trustee also has appointed an official committee of
unsecured creditors.


COMMUNITY MEMORIAL: Taps Conway MacKenzie as Financial Advisors
---------------------------------------------------------------
Community Memorial Hospital asks the Court to approve its
employment of Conway MacKenzie, Inc., as financial restructuring
advisors to assist it during the Chapter 11 case, and perform
other consulting services necessary to the Debtor's continuing
operations, effective as of the Petition Date.

Conway has been consulting with the Debtor since October 2011.
Among other things, Conway's prepetition work included marketing
of substantially all of the Debtor's assets.  During this period,
the Debtor paid Conway current on an hourly basis, a total of
$536,636.

The Debtor paid Conway a $125,000 retainer prior to bankruptcy
filing, and has agreed that the firm will hold the retainer in
trust for application against its final allowed fees.  The Debtor
proposes to pay the firm on an hourly rate (plus costs) basis.
Conway's professionals will charge hourly rates ranging from $100
to $450.

Conway will also be entitled to a success fee for the execution of
a transaction or series of transactions selling the Debtor's
operating assets or otherwise execution of strategies that
maintain healthcare in Cheboygan County, Michigan.  The Success
Fee is capped at $125,000.

Michael J. Hausman, Managing Director at Conway, attests that the
firm does not represent an interest adverse to the Debtor's
bankruptcy estate and is a "disinterested person" as that term is
defined in Section 101(14) and required by section 327(a) of the
Bankruptcy Code.

The firm may be reached at:

          Michael J. Hausman, CTP
          CONWAY MACKENZIE INC.
          401 S Old Woodward Ave., Suite 340
          Birmingham, MI 48009-6621 USA
          Tel: (248) 433-3100
          E-mail: mhausman@conwaymackenzie.com

               About Community Memorial Hospital

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

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

Counsel for Citizens National Bank of Cheboygan is Sandra S.
Hamilton, Esq., at Clark Hill PLC.  AmerisourceBergen is
represented by Dennis M. Haley, Esq., at Winegarden Haley Lindholm
& Robertson PLC.

The Debtor and McLaren Health Care Corporation have an Asset
Purchase Agreement to buy most of the Debtor's assets for
$5 million.  McLaren is also providing up to $2 million in DIP
financing.  The APA requires that any outstanding balances on the
postpetition financing will be credited toward the purchase price.

Christine Derdarian in Sylvan Lake, Michigan, has been appointed
as Patient Care Ombudsman pursuant to a stipulation between the
Debtor and the U.S. Trustee for Region 9.

The U.S. Trustee also has appointed an official committee of
unsecured creditors.


CONTINENTAL AIRLINES: S&P Keeps 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'A-'
rating to Continental Airlines Inc.'s series 2012-1 Class A pass-
through certificates with an expected maturity of April 11, 2024,
and its preliminary 'BBB-' rating to Continental's series 2012-1
Class B pass-through certificates with an expected maturity of
April 11, 2020. The final legal maturities will be 18 months after
the expected maturity. Continental is issuing the certificates
under a Rule 415 shelf registration. "We will assign final ratings
after concluding a legal review of the documentation," S&P said.

"The preliminary 'A-' and 'BBB-' ratings are based on the
consolidated credit quality of Continental's parent, United
Continental Holdings Inc. (B/Stable/--); substantial collateral
coverage by good-quality aircraft; and the legal and structural
protections available to the pass-through certificates. The
company will use proceeds of the offerings to refinance four
Boeing B737-900ER (extended range) aircraft it already owns, and
to finance 2012 and 2013 deliveries of 13 new B737-900ERs and four
new Boeing B787-8s. Each aircraft's secured notes are cross-
collateralized and cross-defaulted--a provision we believe
increases the likelihood that Continental would affirm the notes
(and thus continue to pay on the certificates) in bankruptcy," S&P
said.

"The pass-through certificates are a form of enhanced equipment
trust certificates (EETC) and benefit from legal protections
afforded under Section 1110 of the federal bankruptcy code and by
liquidity facilities provided by the New York branch of Credit
Suisse AG (A+/Negative/A-1). The liquidity facilities would cover
up to three semiannual interest payments while certificateholders
negotiated with Continental in an event of bankruptcy and, if
necessary, repossessed and sold aircraft collateral following any
default by the airline," S&P said.

"The preliminary ratings on the certificates reflect trust
property and escrow receipts for deposits Continental has made to
Natixis S.A. (A/Stable/A-1). The New York branch of the bank will
hold the escrow deposits pending delivery of the new aircraft.
Amounts deposited under the escrow agreements are not the property
of Continental and are not entitled to the benefits of Section
1110 of the U.S. Bankruptcy Code (which governs creditor rights
for aircraft-backed debt and leases). Accordingly, any default
arising under an indenture solely by reason of its cross-default
provisions may not be a type of default that Section 1110 requires
an airline to cure. Any cash collateral held as a result of the
cross-collateralization of the equipment notes also would not be
entitled to the benefits of Section 1110. Neither the certificates
nor the escrow receipts may be separately assigned or transferred.
Any cash collateral held as a result of the cross-
collateralization of the equipment notes also would not be
entitled to the benefits of Section 1110. Neither the certificates
nor the escrow receipts may be separately assigned or
transferred," S&P said.

"We believe that United Continental views these planes as
important and would, given the cross-collateralization and cross-
default provisions, likely affirm the aircraft notes in a
bankruptcy scenario. In contrast to most EETCs that airlines
issued before 2009, the cross-default would take effect
immediately in a bankruptcy if Continental rejected any of the
aircraft notes. This should prevent Continental from selectively
affirming some aircraft notes and rejecting others ('cherry-
picking'), which often harms the interests of certificateholders
in a bankruptcy," S&P said.

"We consider the collateral pool to be good quality, comprising
63% B737-900ER and 37% B787-8 models, measured by appraised value.
The B737-900ER is the largest model in Boeing's range of current
technology narrowbody planes. Entering service in 2007 as a
longer-range version of the relatively unsuccessful B737-900, the
model has gradually gained orders, although it has somewhat fewer
orders (about 450) and operators (16) than Airbus' competing
model, the A321-200. The B737-900ER has not yet been as successful
as its operating economics and capabilities would suggest. This
may be partly because it entered into service only in 2007, fairly
recently and shortly before the financial crisis and recession in
2008-2009. However, it is the best plane available to replace
B757-200s in domestic U.S. service, a factor borne out by Delta
Air Lines Inc.'s recent order. We believe that the global fleet
and operator base will continue to expand gradually, particularly
if it appears that fuel prices will increase further in coming
years," S&P said.

"Boeing will offer a B737-900ER with its new engine option (the
'MAX' series), but we do not believe that this will cause current
B737-900ER values to fall materially in the near term. Companies
are still ordering the current version to replace many of their
B757-200s. Following the merger of United and Continental, the
combined company operates two families of narrowbody planes,
Boeing 737s and Airbus 320s. The combined company appears to favor
the B737-900ER to the competing A321-200, based on recent orders
and management's stated preference," S&P said.

"The remaining collateral value is represented by B787-8s, making
their first appearance in a EETC. The B787-8 is Boeing's new long-
range, midsize, widebody plane, which it began delivering (after
long delays) in September 2011. The B787 family (there is also the
larger B787-9, not yet delivered) has been a huge success in terms
of orders. There are about 860 sales, one of the fastest starts
for any aircraft model. The airline user base is globally
diversified, and includes a mix of types of airlines and aircraft
leasing companies. It is intended mainly as a replacement for the
B767-300ER, a small widebody," S&P said.

"The 787 incorporates the most advanced fuel-saving technology,
including extensive use of composites (which is also intended to
reduce maintenance costs). Indeed, it will have a higher use of
composites than the competing Airbus A350, which is expected to
deliver several years in the future. As the first model with this
level of new technology, it should face little technological risk
for many years to come. Although it is always possible that flaws
will show up in the plane as it is introduced into service (Boeing
is addressing some hairline cracks currently), we expect that
these will be resolved without material problems that would affect
values," S&P said.

"We are applying a depreciation rate of 6.5% annually of the
preceding year's value for the 787-8, which is equal to the lowest
depreciation rate we currently use for a widebody plane (for the
B777-300ER). We chose the 6.5% depreciation rate for the B787-8
considering several factors. Its resale liquidity should be good
for a widebody plane, though not as good as for the most popular
narrowbody planes (which usually have a greater number of airline
operators globally). With its advanced technology, the 787 should
face little technological risk for many years to come. At the same
time, the first version of a widebody family of planes that a
manufacturer introduces (the B787-8, in this case) is often partly
superseded by later, improved versions that can carry more
passengers (the B787-9 and, potentially, even larger variants).
The B787-9 will, according to Boeing, have both a higher seat
capacity and slightly longer range than the B787-9, and we believe
that this version will ultimately be more successful. For the
B737-900ER, we also used a depreciation rate of 93.5%, the same as
we have used before," S&P said.

"The initial loan-to-value (LTV) of the Class A certificates is
55.3% and of the Class B, 65.5%, using the appraised base values
and depreciation assumptions in the offering memorandum. When we
evaluate an enhanced equipment trust certificate, we compare the
values provided by appraisers that the airline hired with our own
sources. In this case, we are focusing on the same maintenance-
adjusted, lower of mean or median base value from three appraisers
that the prospectus uses. However, we apply more conservative
(faster) depreciation rates than those used in the prospectus (3%
of initial value each year), and our loan-to-values gradually
diverge from those shown in the prospectus, reaching 61% maximum
for the Class A certificates and 69% for the Class B certificates.
Our analysis also considered that a full draw of the liquidity
facility, plus interest on those draws, represents a claim senior
to the certificates. This amount is somewhat less than levels
typical of a EETC, equal to 5%-6% of collateral value. We factored
that added priority claim in our analysis," S&P said.

Ratings List
Continental Airlines Inc.
Corporate credit rating                        B/Stable/--

New Ratings
Continental Airlines Inc.
Equipment trust certificates
  Series 2012-1 Class A pass-thru certs         A-(sf) (prelim)
  Series 2012-1 Class B pass-thru certs         BBB-(sf) (prelim)


COVANTA HOLDING: Moody's Issues Summary Credit Opinion
------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Covanta Holding Corporation and includes certain regulatory
disclosures regarding its ratings. This release does not
constitute any change in Moody's ratings or rating rationale for
Covanta Holding Corporation.

Moody's current ratings on Covanta Holding Corporation are:

LT Corporate Family Ratings domestic currency ratings of Ba2

Senior Unsecured domestic currency ratings of Ba3

Senior Unsec. Shelf domestic currency ratings of (P)Ba3

Pref. Shelf domestic currency ratings of (P)B2

Speculative Grade Liquidity Rating ratings of SGL-1

LGD Senior Unsecured domestic currency ratings of 75 - LGD5/81 -
LGD5

Probability of Default ratings of Ba2

Ratings Rationale

Covanta's Ba2 Corporate Family Rating (CFR) reflects the
continuation of relatively consistent credit metrics supported by
a diversified, largely contracted portfolio of energy-from-waste
(EfW) projects principally located throughout the US. The rating
incorporates the strong operating performance of the portfolio and
the relatively high barriers to entry for most competing
technologies. These strengths are mitigated by the highly
leveraged capital structure that remains in place as well as the
degree of structural subordination that exists at the Covanta
level. About $672 million of secured project level debt is senior
to holding company debt at Covanta Energy Company (CEC) and at
Covanta. In most cases, documentation in the project level debt
agreements include a restricted payments test which must be
satisfied in order for dividends to be paid to CEC and Covanta.

The rating recognizes that a large portion of Covanta's project
level debt has amortized over the past five years and such debt
repayment will continue based upon the terms and conditions in the
project documents. Moody's calculates that since 2007, about $564
million of project level debt has been repaid and through 2013,
41% of the remaining project level debt or $275 million will
amortize. While such amortization represents a sizeable required
call on cash flow over that period, the debt repayment profile
reduces the degree of structural subordination and strengthens
overall credit quality for creditors at CEC and at Covanta. The
current Ba2 CFR incorporates Moody's view that such debt
amortization will likely be replaced by additional project or
corporate level debt to finance new development projects and/or
acquisitions. To that end, Moody's observes with the completion of
$400 million Covanta senior unsecured note offering and the
refinancing of the CEC term loan, corporate level funded debt at
the Covanta and CEC level will amount to $1.56 billion or nearly
70% of the consolidated company debt load. Moody's further
observes that even with the substantial project debt amortization,
the majority of the company's cash flow continue to be sourced by
subsidiaries that have project level debt.

Rating Outlook

The stable outlook on Covanta's rating reflects Moody's
expectation that: (i) the energy-from-waste project contracts with
the respective municipalities and utilities will remain in place
through their current maturities; (ii) Covanta's management will
continue to operate the plants at high availability levels and
maintain stability with regard to administrative, operating, and
maintenance expenses; and (iii) Covanta will continue to balance
its share repurchases and potential development projects or
acquisitions in a manner neutral to credit quality.

What Could Change the Rating - Up

Upward rating pressure could surface if Covanta successfully
extends its contracts on favorable terms, and finances new
development in a reasonably conservatively fashion leading to some
de-levering and resulting in a financial improvement such that
cash flow to debt exceeds 18% and cash flow coverage of interest
expense exceeds 4.5x on a sustainable basis.

What Could Change the Rating - Down

The ratings could be lowered if the company significantly
increases leverage to finance an acquisition or returns to
shareholders; several projects are subject to unforeseen capital
expenditure requirements, particularly, with regard to
environmental regulatory compliance; several key projects have
extended outages; or all or a substantial part of the NOLs become
unavailable to Covanta, resulting in a decline in key financial
metrics including the ratio of cash flow to debt falling below 12%
and cash interest coverage declining to below 3.0x for an extended
period.

The methodologies used in this rating were Unregulated Utilities
and Power Companies published in August 2009, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.


COVANTA HOLDING: S&P Affirms 'BB-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Covanta and CEC. The outlook is stable.

"We also assigned a 'BB+' rating to CEC's proposed new $300
million senior secured term loan maturing 2019 and $900 million
revolver due 2017. The recovery rating on these new issues is '1',
indicating our expectation that lenders would receive a very high
(90% to 100%) recovery of principal if a payment default occurs,"
S&P said.

"We also assigned a 'B+' rating to Covanta's new senior unsecured
notes due 2022. The recovery rating on these notes is '5',
indicating our expectation that lenders would receive a modest
(10% to 30%) recovery of principal if a payment default occurs,"
S&P said.

"We have also raised our issue ratings on Covanta's existing
unsecured notes to 'B+' from 'B', based on a revision of the
recovery rating on this debt to '5' from '6'," S&P said.

"Covanta exercised its option to repay the remaining $2 million
balance of the $373.7 million senior unsecured convertible
debentures due 2027," S&P said.

"Effectively, Covanta is extending debt maturities and taking
advantage of favorable market terms to decrease the amount of
senior debt at CEC with subordinated debt at Covanta. Covanta
expects to complete the recapitalization by the end of March,"
said Standard & Poor's credit analyst Trevor D'Olier-Lees.

"The ratings on Covanta reflect an 'aggressive' financial risk
profile marked by high debt balances, a capital-intensive
business and increased use of free cash flow to pay for dividends
and share repurchases. We view Covanta's business risk profile as
'satisfactory', reflecting steady cash distributions from
operating assets that are mostly contracted with highly
creditworthy municipal and county governments, good operations
history, with average boiler availability of about 90%, well above
the typical contractual requirement of 85% and the waste business'
generally favorable risk characteristics," S&P said.

Covanta owns and operates large energy-from-waste (EFW) and
renewable energy projects. It is the largest EFW operator in North
America, with 41 EFW facilities with a concentration in the U.S.
Northeast. It also has five facilities in China and Italy.

"The stable outlook reflects Standard & Poor's expectation of
predictability and stability of future cash flows from existing
waste and power contracts combined with reduced new project
development, continued deleveraging of existing project debt, and
the planned recapitalization that strengthens the company's
liquidity. Although we believe that the waste industry remains
recession-resistant, if a recession occurs in 2012-2013 (our view
of this happening is about 25%), we think it likely that waste
volumes will likely shrink again, leading to lower waste prices.
We more likely think that waste prices will stay relatively flat
and revenues will grow with inflation over time. We also think
that energy prices will remain soft due to low natural gas prices
and could soften further if electricity demand falls with a
recession. Covanta plans to offset this with more profitable--but
more volatile--recycled metals revenues. About 75% of waste and
energy revenues are under contract in 2012. Covanta is seeking to
renew contracts before they expire and it has been particularly
successful on the waste side. However, if the company fails to
meet forecasts, which could result from operating problems, a
weaker merchant environment, fluctuations in metal prices, a
general economic downturn, and debt to EBITDA remains above 5x, we
could lower the rating. We would also view another hike in
dividends as negative for credit and any borrowing to fund
shareholder dividends or stock purchases would likely lead to a
downgrade. Although less likely, given the increased use of cash
flow to finance shareholder rewards instead of reducing debt, we
could consider an upgrade if we see continued solid operations,
stability in financial policy, and debt paydown on a consolidated
basis that results in financial risk ratios that are more in line
with a significant financial risk profile such as a debt/EBITDA
of less that 4x," S&P said.


CRYOPORT INC: Terminates Employment of Mark Engelhart's as CCO
--------------------------------------------------------------
Mark M. Engelhart's employment as the chief commercialization
officer of CryoPort, Inc., was terminated.  Larry Stambaugh, Chief
Executive Officer of the Company, will be responsible for managing
the Company's sales and marketing efforts until a new Chief
Commercialization Officer is retained and appointed.

                        About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0-degree Celsius.

KMJ Corbin & Company LLP expressed substantial doubt about
CryoPort's ability to continue as a going concern, following
the Company's fiscal 2009 results.  The firm noted that the
Company has incurred recurring losses and negative cash flows from
operations since inception.

The Company reported a net loss of $6.16 million on $378,718 of
net revenues for the nine months ended Dec. 31, 2011, compared
with a net loss of $4.29 million on $375,438 of net revenues for
the same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $4.22 million
in total assets, $3.60 million in total liabilities and
$620,873 in total stockholders' equity.


CLUB DEPORTIVO: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Club Deportivo De Ponce, Inc.
        dba Actividades Especiales
        P.O. Box 1826
        Ponce, PR 00733

Bankruptcy Case No.: 12-01794

Chapter 11 Petition Date: March 9, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Juan Carlos Bigas Valedon, Esq.
                  JUAN C BIGAS LAW OFFICE
                  P.O. Box 7011
                  Ponce, PR 00732-7011
                  Tel: (787) 259-1000/(787) 633-1253
                  Fax: (787) 842-4090
                  E-mail: jcbigas@yahoo.com

Estimated Assets: $0 to $50,000

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/prb12-01794.pdf

The petition was signed by Gilberto Sanchez Perez, clerk
accountant.


DELTA PETROLEUM: S&P Withdraws 'D' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit rating on Delta Petroleum Corp. at the company's request.
"We also withdrew our 'D' unsecured debt rating and '5' recovery
rating on the company," S&P said.

"Subsequently, we have assigned a 'D' corporate credit to Delta
Petroleum Corp. on an unsolicited basis. We also assigned a 'D'
debt rating and a '5' recovery rating to the company's senior
unsecured debt on an unsolicited basis, reflecting expectations
for modest recovery (10% to 30%) in its current default," S&P
said.

As of Sept. 30, 2011, Delta had approximately $380 million of
funded debt. Standard & Poor's downgraded the company to 'D' on
Dec. 19, 2011, following its filing for Chapter 11 bankruptcy
protection.

"The corporate credit rating on Delta reflects its 'highly
leveraged' financial profile and 'vulnerable' business risk. It
is levered almost exclusively to weak natural gas prices and it
has a very small production profile, with third-quarter production
just 2.6 billion cubic feet equivalent (Bcfe). A majority of its
reserves are in the Rocky Mountain region, where gas differentials
(the difference in price from Henry Hub) tend to be volatile. Its
breakeven cost structure, inclusive of depletion, depreciation,
and amortization (DD&A) is more than $11 per Mcfe, which is
uneconomic at current prices," S&P said.


DENISON COUNTRY: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Denison Country Club, a Texas Corp.
        fka The Denison Rod and Gun Club
        5216 FM 84
        Denison, TX 75020

Bankruptcy Case No.: 12-40610

Chapter 11 Petition Date: March 9, 2012

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Bill F. Payne, Esq.
                  THE MOORE LAW FIRM, LLP
                  100 North Main Street
                  Paris, TX 75460-4222
                  Tel: (903) 784-4393 ext. 40
                  E-mail: lgarner@moorefirm.com

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

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

A copy of the list of four largest unsecured creditors is
available for free at http://bankrupt.com/misc/txeb12-40610.pdf

The petition was signed by Mike Broyles, president.


DEX ONE: Secures Lender Approval for Credit Pact Amendments
-----------------------------------------------------------
Dex One Corporation has received approval from lenders to amend
its three operating subsidiaries' credit agreements to allow for
the repurchase of bank loans at a discount.

"We are pleased an overwhelming majority of our lenders supported
the amendments.  We expect this action, in conjunction with other
2012 payments, to reduce our outstanding obligations by
approximately $400 million," said Alfred Mockett, Dex One chief
executive officer.

"We will continue to seek additional opportunities to strengthen
our balance sheet and pay down debt."

The material terms of the Amendments include:

  * From March 9, 2012, until Dec. 31, 2013, each of Dex East, Dex
    West, and RHDI, subject to the procedures and conditions set
    forth in each of their respective Amendments and Credit
    Agreements, is permitted to repurchase and retire loans below
    par utilizing, in any fiscal year, cash up to a maximum of
    that Borrower's Portion of Excess Cash Flow for the
    immediately preceding fiscal year minus the amount of other
    Designated Excess Cash Expenditures made with such Borrower's
    Portion of Excess Cash Flow for the immediately preceding
    fiscal year plus an additional $5,000,000 during the term of
    the respective Credit Agreements for Voluntary Prepayments if
    (i) no default or event of default has occurred and is
    continuing; (ii) such Borrower can certify that no financial
    covenant event of default could reasonably be expected to
    occur during the immediately succeeding four calendar quarters
    if such Voluntary Prepayment is not made; (iii) such Borrower
    has obtained approval of its board of directors for such
    Voluntary Prepayment; and (iv) (y) such Borrower and its
    subsidiaries has unrestricted cash and Permitted Investments
    of at least $10,000,000 and (z) the Borrowers and their
    subsidiaries have unrestricted cash and Permitted Investments
    of at least $40,000,000 on a consolidated basis.
     
  * In connection with any proposed Voluntary Prepayment, each
    Borrower is required to notify its Lenders that such Borrower
    desires to prepay its loans below par and provide the
    aggregate amount of cash to be so expended on such proposed
    Voluntary Prepayment and the price within a range equal to a
    percentage of par of the principal amount of loans to be
    prepaid.
    
  * Each Voluntary Prepayment will constitute an optional
    prepayment of loans under each Credit Agreement.
    
  * Each Borrower is permitted to make a restricted payment to the
    Company in an amount equal to one-half of each respective
    Borrower's cash savings as a result of the Company's election
    to PIK the interest payments on its 12/14% Senior Subordinated
    Notes due 2017, which such restricted payment may be used by
    the Company, within 10 business days of that payment, to
    effect repurchases of its Senior Subordinated Notes at a price
    equal to or less than 30% of the principal amount of the
    Senior Subordinated Notes so repurchased; provided, that no
    default or event of default is continuing or would result
    therefrom; provided further, that if such restricted payment
    is not used to so repurchase Senior Subordinated Notes, such
    restricted payment must be returned to the respective Borrower
    within 10 business days of the date thereof.
     
  * If the repurchase is effected, concurrently with that
    repurchase, each Borrower must make a voluntary prepayment at
    par of the loans outstanding under its respective Credit
    Agreement in an aggregate amount equal to the amount of such
    restricted payment.

  * Each Borrower may elect by written notice to its respective
    Agent to apply certain optional prepayments (excluding
    Voluntary Prepayments) to specific scheduled installment
    repayments due in the then-current fiscal year.
     
  * In connection with the Amendments, the Company made certain
    representations and warranties to the Agents and the Lenders.

                           About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852).  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

The Company reported a net loss of $518.96 million in 2011
compared with a net loss of $923.59 million for the eleven months
ended Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.46 billion
in total assets, $3.47 billion in total liabilities, and a
$9.86 million total shareholders' deficit.

                           *     *     *

As reported by the TCR on Nov. 21, 2011, Standard & Poor's Ratings
Services lowered its ratings on Dex One Corp. and related entities
to 'CCC+' from 'B-'.

"The rating action is based on Dex One Corp.'s continued weak
operating performance and its announcement that it is exploring a
potential amendment, which would allow subpar repurchases of its
term debt," said Standard & Poor's credit analyst Chris Valentine.
He explained, "The term loan is trading at a very significant
discount to the par value, which we believe suggests a high
probability of a subpar buyback sometime over the next 12 months.
Under Standard & Poor's criteria, we would view these subpar
buybacks as tantamount to a default."

In the Oct. 10, 2011, edition of the TCR, Moody's Investors
Service has downgraded the corporate family rating (CFR) for Dex
One Corporation's ("Dex One" or "the company") to B3 from B1.  The
downgrade reflects Moody's doubts that the company will be able to
transition its business away from a reliance on print directories
quickly enough to stabilize its revenues and earnings.
Consequently, Moody's expects that the relatively robust levels of
free cash flow that the company is currently generating will
decline at an accelerating pace over time. Moody's ratings outlook
for Dex One remains negative.


DYNEGY HOLDINGS: Wins Nod to Reject New Windsor Office Lease
------------------------------------------------------------
Dynegy Holdings LLC and its affiliates sought and obtained
authority from the Bankruptcy Court to reject an unexpired lease
by and among Debtor Dynegy Northeast Generation, Inc., and First
Columbia 4-LA LLC of approximately 10,000 square feet of office
space located at Suite 200, 4 London Avenue, in New Windsor, New
York.  The rejection date is as of Jan. 31, 2012.

The Property is currently vacant and has been vacant for
30 days, Sophia P. Mullen, Esq., at Sidley Austin LLP, in New
York, said.  She noted that the Debtors have already returned the
keys to the Property to the Landlord.

Since the Petition Date, the Debtors have continued to pay rent
while they evaluated their options with respect to the Property,
including attempts to find a subtenant on acceptable terms, Ms.
Mullen said.  She added that the Debtors are no longer using, and
do not anticipate any future use for, the Property.

                         About Dynegy Inc.

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

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

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

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

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

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

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

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

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


DYNEGY HOLDINGS: Examiner Wins OK for Davies Ward as Tax Counsel
----------------------------------------------------------------
Susheel Kirpalani, Esq., the bankruptcy court-appointed Chapter 11
examiner for Dynegy Holdings LLC and its affiliates, sought and
obtained Bankruptcy Court to retain Davies Ward Phillips &
Vineberg LLP as special tax counsel, nunc pro tunc to February 11,
2012.

As special tax counsel, Davies Ward will help the Examiner analyze
the tax effects of past transactions by the Debtors, evaluate
transactional and other documentation, conduct interviews,
participate in the Bankruptcy Court proceedings, and render other
legal services relating to the tax matters as Davies Ward may ask
in connection with the case.

The Examiner proposes to retain Davies Ward on its usual terms and
conditions, with one exception.  If retention of Davies Ward is
approved by the Court, and without prejudice to Davies Ward's
existing or future engagements, Davies Ward will provide a
discount of 10% on the rates of professionals and
paraprofessionals who incur time on the engagement.

The Chapter 11 Examiner expects to retain these Davies Ward
professionals and pay them according to their hourly rate:

  Peter A. Glicklich, Esq.                  $895
  Abraham Leitner, Esq.                     $730
  Megan J. Grandinetti, Esq.                $405

Davies Ward will also be reimbursed for all actual out-of-pocket
expenses it incurs, like photocopying services, printing,
delivery charges, filing fees, postage, travel expenses, computer
research time, and other disbursements.

Peter A. Glicklich, Esq., a partner at Davies Ward, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

                         About Dynegy Inc.

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

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

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

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

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

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

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

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

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


EAGLE POINT: Galpin Files Schedules of Assets & Liabilities
-----------------------------------------------------------
Arthur Critchell Galpin filed with the Bankruptcy Court for the
District of Oregon its schedules of assets and liabilities,
disclosing:

     Name of Schedule                 Assets      Liabilities
     ----------------                 ------      -----------
  A. Real Property                $3,923,068
  B. Personal Property           $31,774,609
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,852,597
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $47,846,905
                                 -----------      -----------
        TOTAL                    $35,697,678      $51,699,502

                   About Eagle Point Developments

Eagle Point, in Medford, Oregon, developed the Eagle Point Golf
Course, which was built in 1996.  Eagle Point filed for Chapter 11
bankruptcy (Bankr. D. Ore. Case No. 12-60353) on Feb. 1, 2012.
Judge Thomas M. Renn oversees the case, taking over from Judge
Frank R. Alley III.  Sussman Shank LLP serves as bankruptcy
attorneys.  The petition was signed by Arthur Critchell Galpin,
managing member.

Eagle Point is seeking joint administration of its case with Mr.
Galpin's personal bankruptcy case.


EASTMAN KODAK: Court Approves Lazard as Investment Banker
---------------------------------------------------------
Eastman Kodak Co. obtained Court approval to employ Lazard Freres
& Co. LLC as its investment banker.  The Debtors and Lazard
entered into an amended engagement letter, dated February 24,
2012, to among other things, revise Lazard's compensation.  Under
the Feb. 24 engagement letter, Lazard will be paid a $250,000
monthly fee, a $12.5 million restructuring fee, and separate fees
in connection with the consummation of a sale transaction of the
company's intellectual property portfolio or the consummation of
the sale of the company's assets other than its IP Portfolio.

Lazard will provide investment banking services as the firm and
the Debtors deem appropriate and feasible in order to advise the
Debtors and their affiliates in the course of the Chapter 11
cases, including, but not limited to:

  (a) reviewing and analyzing the Company's business and
      financial condition, as well as its business plan and
      financial projections;

  (b) assisting the Company in evaluating potential strategic
      and capital structure alternatives, including one or more
      Transactions;

  (c) assisting the Company in evaluating the potential use of
      any Transaction proceeds;

  (d) attending meetings of the Board of Directors of Kodak with
      respect to matters on which Lazard has been engaged to
      advise under the Engagement Letter dated September 12,
      2011;

  (e) assisting the Company in any potential IP Sale
      Transaction, including identifying and interacting with
      potential Buyers, marketing the Portfolio to potential
      Buyers, advising the Company in connection with any
      subsequent negotiations and aiding in the consummation of
      any IP Sale Transaction;

  (f) assisting the Company in evaluating and consummating any
      potential Sale Transactions;

  (g) advising and assisting the Company in evaluating any
      potential Financing transaction by the Company, and,
      subject to Lazard's agreement so to act and, if requested
      by Lazard, to execution of customary agreements, on behalf
      of the Company, contacting potential sources of capital as
      the Company may designate and assisting the Company in
      implementing that Financing; and

  (h) rendering financial advice to the Company in connection
      with any Restructuring, including:

      (i) assisting in the determination of a range of values
          for the Company on a going concern basis;

     (ii) evaluating the Company's potential debt capacity in
          light of its projected cash flows and assisting in the
          determination of a capital structure for the Company;

    (iii) advising the Company on the timing, nature, and terms
          of new securities, other consideration or other
          inducements to be offered pursuant to any
          Restructuring;

     (iv) advising the Company on tactics and strategies for
          negotiating with the Stakeholders;

      (v) participating in meetings and negotiations with the
          Stakeholders, rating agencies and other appropriate
          parties;

     (vi) assisting the Company in preparing documentation
          within Lazard's area of expertise that is required in
          connection with any Restructuring; and

    (vii) providing testimony, as necessary, with respect to
          matters on which Lazard has been engaged to advise
          under the Engagement Letter in any proceeding before
          the Court.

In the original proposal, the Debtors said Lazard will be paid
these fees for its services:

  -- A $250,000 monthly fee payable until the completion of a
     Restructuring or the termination of Lazard's engagement.
     All Monthly Fees paid following the 12th month of Lazard's
     engagement will be credited against any fees paid to Lazard
     if the Company consummates a sale of its intellectual
     property portfolio or a sale transaction incorporating all
     or a majority of the Debtors' assets or all or a majority
     or controlling interest in the equity securities of Eastman
     Kodak Company; provided, that that credit will only apply
     to the extent that those fees are approved in their
     entirety by the Court.

  -- Separate fees if the Company consummates an IP Sale
     Transaction or a Sale Transaction, or if the Company
     consummates any Sale Transaction not covered by the sale of
     all or substantially all of the Debtors' assets.  One half
     of any Minority Sale Transaction Fee paid will be credited
     against any Restructuring Fee or Sale Transaction Fee
     subsequently payable.

  -- A fee equal to 20% of any break-up, termination, topping or
     similar fee or payment paid to the Debtors related to an IP
     Sale Transaction, a Sale Transaction Lazard or a Minority
     Sale Transaction.

  -- A fee if the Company consummates any Financing.  One-half
     of any Financing Fees paid will be credited against any
     Restructuring Fee or Sale Transaction Fee subsequently
     payable.

  -- A $12.5 million fee if the Company consummates a
     Restructuring, which fee is payable to Lazard upon
     consummation of the Restructuring.

Lazard will be periodically reimbursed for all of its reasonable
expenses provided that those expenses will not exceed $100,000 in
the aggregate without the Company's consent.

The Debtors and Lazard have agreed that the terms of an
indemnification letter, dated October 24, 2006, will remain in
full force and effect and apply to Lazard's engagement under the
Sept. 12, 2011 Engagement Letter.

David Descoteaux, a managing director of Lazard, assures the Court
that his firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b), and holds no interest adverse to the Debtors or their
estates.

Lazard has informed the Debtors that it is owed approximately
$170,000 associated with services performed and expenses incurred
prior to the Petition Date.  Lazard has waived any and all
entitlement to make a prepetition claim against the Debtors with
respect to any those fees and expense reimbursement.  Accordingly,
Mr. Descoteaux says, Lazard will not be a "creditor" of the
Debtors within the meaning of Section 101(10).

Mr. Descoteaux also discloses that, prior to the Petition Date,
Lazard was paid $1,263,333 of Monthly Fees for prepetition
services, and received $66,244 for the reimbursement of expenses,
in accordance with the Engagement Letter and the Prior Engagement
Letter.

                       About Eastman Kodak

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

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

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

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

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

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

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

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


EASTMAN KODAK: Wins Nod for Linklaters as Foreign Counsel
---------------------------------------------------------
Eastman Kodak Co. obtained a U.S. Bankruptcy Court order approving
the hiring of Linklaters LLP as special foreign counsel.

Richard Hitchcock, a barrister and a self-employed member of the
Bar of England and Wales, filed a declaration disclosing that he
"know[s] of no conflict of interest" that would preclude his
instruction by the firm to represent Eastman Kodak in the event
necessary to defend the company, participate in a U.S. proceeding
or assert its rights under U.K. law.

Mr. Hitchcock also filed with the bankruptcy a conflicts check
list, a copy of which is available without charge at:

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

Rebecca Jarvis, Esq., a partner at Linklaters, also filed a
declaration in support of the firm's employment, disclosing that
the firm received a total of $868,833 in retainer funds, and that
the remaining amount of the retainer is $212,822 as of
January 19, 2012.

As foreign counsel, Linklaters will:

  (a) advise the Debtors and assist general bankruptcy counsel
      with regard to the Debtors' foreign branches and non-U.S.
      subsidiaries, including without limitation, subsidiaries
      in Europe, the Middle East, Asia and Latin America;

  (b) advise the Debtors and assist general bankruptcy counsel
      with regard to cross-border issues implicating laws of
      foreign jurisdictions, including local laws applicable to
      the Debtors' foreign branches and non-U.S. subsidiaries,
      including without limitation those throughout Europe, the
      Middle East, Asia and Latin America;

  (c) advise the Debtors and assist general bankruptcy counsel
      with regard to issues arising with the foreign branches
      and non-U.S. subsidiaries as a consequence of the Debtors'
      Chapter 11 cases;

  (d) advise the Debtors and assist general bankruptcy counsel
      with respect to the consideration of the positions of the
      foreign branches and non-U.S. subsidiaries and any
      interaction and influence on the Debtors' Chapter 11
      cases, including without limitation local laws throughout
      Europe, the Middle East, Asia and Latin America applicable
      in the context of insolvency, bankruptcy, restructuring,
      directors' duties, corporate laws and general commercial
      and finance issues arising in respect of operation of the
      global business;

  (e) advise the Debtors and assist general bankruptcy counsel
      with respect to English law pension issues;

  (f) advise the Debtors and assist general bankruptcy counsel
      with respect to liquidity and financing issues affecting
      the foreign branches and non-U.S. subsidiaries;

  (g) advise the Debtors and assist general bankruptcy counsel
      with respect to asset disposition issues and asset
      maintenance and enhancement issues outside of the U.S.;

  (h) advise the Debtors and assist general bankruptcy counsel
      in formulating and drafting any disclosure statement
      accompanying any plan of reorganization with respect to
      foreign law issues and the Debtors' foreign branches and
      non-U.S. subsidiaries;

  (i) organize and coordinate the matters in conjunction with
      Linklaters' teams throughout Europe, the Middle East and
      Asia and local counsel where Linklaters does not have the
      relevant local foreign law expertise or geographical
      coverage;

  (j) attend meetings with third parties and participate in
      negotiations;

  (k) appear before the Bankruptcy Court, any district or
      appellate courts, and the U.S. Trustee;

  (l) perform the full range of services; and

  (m) provide other services as the Debtors may request provided
      that those services do not rise to the level of
      "conducting the case" and are not duplicative of the
      services provided by general bankruptcy counsel.

For timekeepers in the London office, the applicable hourly rates
in the Chapter 11 proceedings, subject to periodic adjustments to
reflect economic and other conditions, plus applicable Value Added
Tax, if any, are:

      Partners                   GBP670 to GBP775
      Counsels                   GBP600
      Managing Associates        GBP510 to GBP570
      Associates                 GBP300 to GBP480
      Trainee Solicitors         GBP200 to GBP290
      Paralegals                 GBP120 to GBP200

Linklaters will also be reimbursed for any necessary out-of-pocket
expenses.

Rebecca L. Jarvis, Esq. -- rebecca.jarvis@linklaters.com -- a
partner at Linklaters LLP, assures the Court that her firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors or their estates with respect to the matters on
which Linklaters is to be employed.

Ms. Jarvis discloses that Linklaters received a $350,000 retainer
as security for its fees and disbursements.  A portion of the
Retainer has been applied to outstanding balances existing as of
the Petition Date.  The Retainer has not been fully exhausted
since received and Linklaters intends to apply the Retainer to any
outstanding amounts related to the period prior to the Petition
Date that were not processed through Linklaters' billing system as
of the Petition Date, Ms. Jarvis tells the Court.

                       About Eastman Kodak

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

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

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

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

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

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

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

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


EASTMAN KODAK: To Close Graphic Communications Unit in Bulgaria
---------------------------------------------------------------
Elizabeth Konstantinova at Bloomberg News, citing Capital Daily
newspaper, reports that Eastman Kodak Co. will close its Graphic
Communications unit in Bulgaria on April 1.

According to Bloomberg, the newspaper related that the Sofia,
Bulgaria-based factory makes digital and flexographic plates most
of which were exported and employs some 180 people.

                       About Eastman Kodak

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

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

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

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

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

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

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

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


EASTMAN KODAK: Wells Fargo Now Co-Collateral Agent Under DIP Loan
-----------------------------------------------------------------
Wells Fargo Bank, N.A., has become a party to Eastman Kodak Co.'s
Credit Agreement as co-collateral agent, according to Kodak's
filings with the the U.S. Securities and Exchange Commission.

Kodak has filed a copy of its proposed amendment to the DIP credit
Agreement dated January 20, 2012.

Citicorp North America, Inc., serves as the other co-collateral
agent.

The effectiveness of the proposed amendment is subject to certain
conditions including the payment of fees and the receipt of
consents from certain lenders, Kodak said.  There is no assurance
that the conditions precedent for the effectiveness of the
proposed amendment will be met, the company said in a regulatory
filing dated February 22, 2012.

A copy of the proposed amendment is available without charge at:

                        http://is.gd/ijcFkF

As reported in the Feb. 24, 2012 edition of the Troubled Company
Reporter, Eastman Kodak obtained final approval from Judge Allan
Gropper of the U.S. Bankruptcy Court in Manhattan to continue
borrowing on its $950 million DIP loan from Citigroup Inc.

The company previously received interim approval to borrow $650
million.  The bankruptcy loan allows Eastman Kodak to operate
normally during bankruptcy while it tries to sell its digital-
imaging patents.

The financing consists of (a) up to $700 million under a senior
secured non-amortizing term loan facility, with $450 million
available at the effective date and an additional $250 million
that will be available after entry of the final order, and (b) up
to $250 million under a senior secured non-amortized asset-based
revolving credit facility; provided that $25 million will be
available to fund only non-Debtor affiliate Kodak Canada.  The
revolving credit facility will include a sub-facility for letters
of credit in the aggregate amount of $200 million.  Citicorp North
America serves as both syndication and administrative agent for
the lenders, and interest will be paid at: (i) the applicable
margin plus the base rate or (ii) the applicable margin plus the
current LIBO rate, provided that the LIBO rate will be not less
than 1.50%.

                       About Eastman Kodak

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

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

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

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

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

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

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

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


EATON MOERY: Wants to Borrow Money from Insider Bryan Moery
-----------------------------------------------------------
Eaton Moery Environmental Services, Inc., by and through its
counsel, James F. Dowden, PA, asks the U.S. Bankruptcy Court for
the Eastern District of Arkansas for authorization to borrow money
and pledge assets.

The Debtor relates that a Disclosure Statement has been approved,
and a First Amended Plan has been filed.  The filing of a Second
Amended Plan is anticipated shortly after AP 11-1212 can be
resolved by final order and the instant motion is granted.

The Debtor explains that it has fallen significantly behind in
remittance of payroll taxes, and it cannot borrow money from a
conventional lender.

Bryan Moery has agreed to loan the company $250,000 through a Note
payable at 5.5% interest per annum with a balloon obligation
coming due one year from the date of the loan.  The Note would be
secured by a lien on all equipment owned by the Debtor.

Mr. Moery is an officer, director, and shareholder of the Debtor
and a guarantor of significant debt, including but not limited to,
Bank of the Ozarks' bond issue and a debt to First National Bank
of Wynne.  He is also a creditor in the case, but has agreed to
waive his claim, with the exception of his right to file a claim
for a recent advance to pay fees to counsel for Bank of the Ozarks
in the amount of $47,000.

The Debtor explains that if the instant motion is approved, it
commits to immediately pay the $250,000 on the tax obligations.

             About Eaton Moery Environmental Services

Wynne, Arkansas-based Eaton Moery Environmental Services, Inc.,
dba Delta Environmental Services, Inc., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Ark. Case No. 10-14713) on June
30, 2010.  James F. Dowden, P.A., serves as the Debtor's
bankruptcy counsel.  The Company estimated assets at $10 million
to $50 million and liabilities at $1 million to $10 million.

No trustee, examiner, or committee has been appointed in the
Debtor's Chapter 11 cases.


EATON MOERY: U.S. Trustee Wants Ch. 11 Case Dismissed or Converted
------------------------------------------------------------------
The U.S. Trustee for Region 13 asks the U.S. Bankruptcy Court for
the Eastern District of Arkansas to dismiss or convert the Chapter
11 case of Eaton Moery Environmental Services, Inc., to one under
Chapter 7 of the Bankruptcy Code.

According to the U.S. Trustee, there appears to be a substantial
or continuing loss to the estate and unreasonable likelihood of
rehabilitation because the Debtor owes postpetition $620,299 in
combined taxes and trade accounts payable as of Dec. 31, 2011.

The Debtor is also obligated to pay to the U.S. Trustee a minimum
of $325 for each quarterly period, including any fraction thereof,
until a Plan is confirmed, or the case is converted or dismissed,
whichever occurs first.

             About Eaton Moery Environmental Services

Wynne, Arkansas-based Eaton Moery Environmental Services, Inc.,
dba Delta Environmental Services, Inc., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Ark. Case No. 10-14713) on
June 30, 2010.  James F. Dowden, P.A., serves as the Debtor's
bankruptcy counsel.  The Company estimated assets at $10 million
to $50 million and liabilities at $1 million to $10 million.

No trustee, examiner, or committee has been appointed in the
Debtor's Chapter 11 cases.


EATON MOERY: Gets Court Nod to Renew First National Bank Note
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Arkansas
authorized Eaton Moery Environmental Services, Inc., to renew the
note to First National Bank of Wynne relating to a bonding
requirement in favor of the State of Arkansas which is required to
be in place for the Debtor to continue conducting its waste
disposal business.

As reported in the Troubled Company Reporter on Feb. 17, 2012, the
Debtor related that the bank has requested a Court order
authorizing Debtor to renew the note.

The Debtor's outstanding secured indebtedness to First National
Bank of Wynne is approximately $225,000.  The debt is represented
by a promissory note in the name of the Debtor and is secured by a
Certificate of Deposit in the approximate sum of $100,000 owned by
Debtor and bank stock owned by C.B. Moery, Jr., a principal of the
Debtor.

             About Eaton Moery Environmental Services

Wynne, Arkansas-based Eaton Moery Environmental Services, Inc.,
dba Delta Environmental Services, Inc., filed for Chapter 11
bankruptcy protection (Bankr. E.D. Ark. Case No. 10-14713) on
June 30, 2010.  James F. Dowden, P.A., serves as the Debtor's
bankruptcy counsel.  The Company estimated assets at $10 million
to $50 million and liabilities at $1 million to $10 million.

No trustee, examiner, or committee has been appointed in the
Debtor's Chapter 11 cases.


EDISON INTERNATIONAL: Moody's Issues Summary Credit Opinion
-----------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Edison International and includes certain regulatory disclosures
regarding its ratings. This release does not constitute any change
in Moody's ratings or rating rationale for Edison International
and its affiliates.

Moody's current ratings on Edison International and its affiliates
are:

Senior Unsecured domestic currency ratings of Baa2

Senior Unsecured Bank Credit Facility domestic currency ratings
of Baa2

LT Issuer Rating domestic currency ratings of Baa2

Senior Unsec. Shelf domestic currency ratings of (P)Baa2

Southern California Edison Company

First Mortgage Bonds domestic currency ratings of A1

Senior Unsecured domestic currency ratings of A3

Senior Unsecured Bank Credit Facility domestic currency ratings
of A3

LT Issuer Rating ratings of A3

Pref. Stock ratings of Baa2

Pref. Stock domestic currency ratings of Baa2

Preference stock domestic currency ratings of Baa2

Senior Secured Shelf domestic currency ratings of (P)A1

Senior Unsec. Shelf domestic currency ratings of (P)A3

Subordinate Shelf domestic currency ratings of (P)Baa1

Pref. Shelf domestic currency ratings of (P)Baa2

Preferred shelf -- PS2 domestic currency ratings of (P)Baa2

Preference Shelf domestic currency ratings of (P)Baa2

Commercial Paper domestic currency ratings of P-2

Backed First Mortgage Bonds domestic currency ratings of A1

Underlying First Mortgage Bonds domestic currency ratings of A1

SCE Trust I

BACKED Pref. Shelf domestic currency ratings of (P)Baa2

SCE Trust II

BACKED Pref. Shelf domestic currency ratings of (P)Baa2

SCE Trust III

BACKED Pref. Shelf domestic currency ratings of (P)Baa2

Edison Mission Energy

LT Corporate Family Ratings domestic currency ratings of B3

Senior Secured Bank Credit Facility domestic currency ratings of
B3

Senior Unsecured domestic currency ratings of Caa1

Speculative Grade Liquidity Rating ratings of SGL-4

LGD Senior Secured Bank Credit Facility domestic currency ratings
of 49 - LGD3

LGD Senior Unsecured domestic currency ratings of 64 - LGD4

Probability of Default ratings of B3

Midwest Generation, LLC

Senior Secured Bank Credit Facility domestic currency ratings of
Ba3

LGD Senior Secured Bank Credit Facility domestic currency ratings
of 03 - LGD1

BACKED Senior Secured domestic currency ratings of Ba3

LGD BACKED Senior Secured domestic currency ratings of 13 - LGD2

Ratings Rationale

EIX's Baa2 senior unsecured rating considers the relatively stable
financial performance expected at SCE, the principal source of
cash flow and earnings; a fairly conservative dividend payout
ratio, balanced against the growing capital investment program;
and the challenging prospects for EME, its unregulated wholesale
power generation subsidiary.

Rating Outlook

The stable outlook for EIX is largely based upon the stability of
its principal subsidiary, SCE, the parent's moderate dividend
policy, balanced by the capital requirements of the organization.
The stable outlook factors in an expectation that while EIX will
provide EME with appropriate resources to address the financial
challenges facing EME, such resources will not include material,
direct financial support of this subsidiary.

What Could Change the Rating - Up

As a holding company that is primarily dependent upon SCE for a
substantial portion of its cash flow in the form of dividends, any
change in SCE's rating is likely but not certain to result in a
similar rating action at EIX. In light of the size of SCE's
capital expenditure program and the company's ownership of EME, a
substantially weaker subsidiary, limited prospects exist for the
rating to be upgraded over the near term. Longer term, however,
should EIX's ratio of consolidated cash flow to total debt exceed
20% and the ratio of cash flow to interest expense approaches 5x
on a sustainable basis, the rating could be upgraded.

What Could Change the Rating - Down

EIX's rating could be negatively impacted if the company
substantially increases its payments to shareholders or provides
material direct credit support for its weaker non-regulated
businesses. Also, the failure to finance its substantial capital
investment in a conservative manner, which may at some future
point include the issuance of common equity, could pressure
ratings. Moreover, a negative change in the rating at SCE could
result in a negative rating action at EIX, particularly, if the
ratio of consolidated cash flow to total debt declined to below
18% and the ratio of cash flow to interest expense fell to 3.5x or
less for an extended period.

The methodologies used in these ratings were Unregulated Utilities
and Power Companies published in August 2009, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.


EDUCATION MANAGEMENT: S&P Revises Outlook on 'BB-' CCR to Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Pittsburgh, Pa.-based for-profit post-secondary school operator
Education Management LLC to negative from stable. "At the same
time, we affirmed our 'BB-' corporate credit rating on the
company, along with all related issue-level ratings on the
company's debt," S&P said.

"The outlook revision reflects our expectation that a more
difficult regulatory structure will continue to cause negative
enrollment trends over the near term," said Standard & Poor's
credit analyst Chris Valentine. "Given the fixed costs of the
business, we expect enrollment declines will lead to weaker credit
metrics and lower cash flow generation."

"The 'BB-' rating reflects Education Management's dependence on
federal student loan programs and is constrained by the Department
of Education's (DoE) regulations on gainful employment and federal
student loan eligibility. We expect the company's revenue and
EBITDA trends to remain under pressure in 2012 and beyond as the
company implements further initiatives to reduce student loan
default rates and revises its business practices to comply with
new regulations," S&P said.

"We view Education Management's business risk profile as 'weak'
because the regulatory risk outweighs its good market position and
business fundamentals. We continue to assess the company's
financial risk profile as 'aggressive,' as a result of the high
debt balances it incurred in its 2006 leveraged buyout. For 2012,
under our base case scenario, we expect leverage to be in the mid-
4x area, broadly in line with the financial risk indicative ratio
range of 4x-5x that we associate with an aggressive profile under
our criteria," S&P said.

"Education Management is one of the leading for-profit post-
secondary education providers, offering both traditional and
online programs in career-oriented disciplines. The company
directly or indirectly derived 90.3% of its fiscal 2011 net
revenue from federal government-sponsored financial aid (compared
with 88.5% in fiscal 2010) that its students receive. We consider
this high exposure to federal student lending as a long-term risk
for the company, because any legislative or regulatory action that
results in a substantial reduction in funding would significantly
hurt its profits," S&P said.

"Prior to the implementation of regulatory changes last summer,
the company experienced rapid growth in enrollment over the past
several years and outperformed many of its peers during a time of
more stringent regulation. Historically, annual double-digit gains
in same-school enrollment, brisk growth in online programs, and
average annual tuition increases have led to healthy EBITDA
growth. In recent quarters, changes in the regulation have
reversed this trend, resulting in single-digit declines in revenue
and enrollments, and even greater EBITDA declines. We expect
enrollment declines to persist in fiscal 2012 as a result of a
weak economy, tough regulation, and negative publicity surrounding
the for-profit education sector," S&P said.

"Under our base-case scenario, we expect a fiscal 2012 revenue
decline in the low-single digits and a roughly 20% EBITDA decline.
The above incorporates our assumption that enrollment will
decrease at a high-single-digit rate in 2012. Longer term, if
declines persist, they could reduce capacity utilization and
create pressure to discontinue programs or even shut down
campuses. We expect the EBITDA margin to contract by more than 200
basis points in fiscal 2012 as the company continues to invest
more in staffing and centralization of student services. We
believe that operating trends could eventually stabilize over the
longer term, potentially resulting in moderate revenue and EBITDA
growth. Still, recent gainful employment rules could negatively
impact enrollment trends by introducing additional quality metrics
to measure schools," S&P said.


EDWARD DEETS: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Edward Deets Holding Company Inc. filed with the Bankruptcy Court
for the Middle District of Pennsylvania its schedules of assets
and liabilities, disclosing:

     Name of Schedule                 Assets      Liabilities
     ----------------                 ------      -----------
  A. Real Property                $2,825,000
  B. Personal Property            $1,226,852
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,670,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $5,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $350,000
                                 -----------      -----------
        TOTAL                     $2,825,000       $6,025,000

Mountain Top, Pa.-based Edward Deets Holding Company, Inc., filed
for Chapter 11 bankruptcy (Bankr. M.D. Pa. Case No. 11-06869) on
Oct. 6, 2011.  The Debtor estimated assets of $10 million to
$50 million and estimated debts of $1 million to $10 million.
Hon. Robert N. Opel, II, presides over the case.  The petition was
signed by Edward Deets, president.


EFD LTD: Chapter 11 Plan Confirmation Hearing Reset for April 9
---------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas, according to the case docket, has
rescheduled until April 9, 2012, at 9:00 a.m., the hearing to
consider the confirmation of EFD, LTD. doing business as Blanco
San Miguel's proposed Plan of Reorganization.

The hearing was previously set for Jan. 9, 2012.

On Feb. 14, 2012, Burnet Central Appraisal District, objected to
the confirmation of the Debtor's Plan, dated Aug. 12, 2011.

CAD's claim is included in the class of claims described as
Priority Tax Claims.  The claim arises from property taxes for the
tax years 2010-2011 due on the Debtor's property described as real
property located in the tax jurisdiction.

CAD's secured claim is impaired under the Plan, and it has not
accepted the plan within the time fixed to do so.

According to CAD, the Plan provisions which deal with its secured
claims, failed to provide fair and equitable treatment to the
secured claim.

                          About EFD, Ltd.

Austin, Texas-based EFD, Ltd., dba Blanco San Miguel, fdba Blanco
San Miguel, Ltd., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 11-10846) on April 5, 2011.  Eric J.
Taube, Esq., at Hohmann Taube & Summers, LLP, in Austin, Texas,
serves as the Debtor's bankruptcy counsel.  The Company disclosed
$128,207,835 in assets and $30,395,205 in liabilities as of the
Chapter 11 filing.

The U.S. Trustee has not yet appointed an official committee of
unsecured creditors.  The U.S. Trustee reserves the right to
appoint such a committee should interest developed among the
creditors.


EMMIS COMMUNICATIONS: T. Stabosz Owns 5.3% of Class A Shares
------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Timothy John Stabosz disclosed that, as of March 1,
2012, he beneficially owns 1,790,150 shares of Class A common
stock of Emmis Communications Corporation representing 5.3% of the
shares outstanding.  A copy of the filing is available at no
charge at http://is.gd/0Gu0I8

                     About Emmis Communications

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

The Company reported a consolidated net loss of $11.54 million on
$251.31 million of net revenues for the year ended Feb. 28, 2011,
compared with a consolidated net loss of $118.49 million on
$242.56 million of net revenues during the prior year.

For the nine months ended Nov. 30, 2011, the Company reported net
income attributable to common shareholders of $97.72 million on
$185.08 million of net revenues, compared with a net loss
attributable to common shareholders of $7.92 million on $193.24
million of net revenues for the same period during the prior year.

The Company's balance sheet at Nov. 30, 2011, showed $365.70
million in total assets, $344.92 million in total
liabilities,$56.38 million in series A cumulative convertible
preferred stock and a $35.60 million total deficit.

                           *     *     *

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

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

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


EMPIRE DISTRICT: Moody's Issues Summary Credit Opinion
------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Empire District Electric Company (The) and includes certain
regulatory disclosures regarding its ratings. This release does
not constitute any change in Moody's ratings or rating rationale
for Empire District Electric Company (The).

Moody's current ratings on Empire District Electric Company (The)
are:

First Mortgage Bonds domestic currency ratings of A3

Senior Unsecured domestic currency ratings of Baa2

LT Issuer Rating ratings of Baa2

Senior Secured Shelf domestic currency ratings of (P)A3

Senior Unsec. Shelf domestic currency ratings of (P)Baa2

Subordinate Shelf domestic currency ratings of (P)Baa3

Junior Subord. Shelf domestic currency ratings of (P)Baa3

Preference Shelf domestic currency ratings of (P)Ba1

Commercial Paper domestic currency ratings of P-2

Ratings Rationale

Moody's focus in recent years has been on the company's sizable
capital spending program and trending weakness in credit metrics
observed during this time. However, in May 2010 Moody's affirmed
all of Empire's existing ratings and changed Moody's outlook to
stable, from negative. This action was reflective of Moody's view
that Empire ultimately took a balanced approach to building rate
base and planning for its future capacity needs (by supplementing
new debt with common equity issuance), as well as Moody's
expectation that recent balance sheet stress would begin to
alleviate as the capex program neared an end in 2010.

Moody's believes Empire's credit profile is now well positioned
for the Baa2 rating (senior unsecured). Although a relatively
small enterprise, the company's core electric utility business has
historically generated stable cash flows and Empire's management
has targeted a conservative capital structure, albeit with a
somewhat aggressive dividend policy. As a regulated utility,
Moody's also considers the political and regulatory environment in
Missouri which has at times been challenging but has recently been
supportive of credit quality.

Empire's rating is also guided by Moody's "Regulated Electric and
Gas Utility Methodology" published in August 2009. Empire's
"mapped" rating under the grid is Baa3 which is on a historical
basis.

Rating Outlook

The rating outlook is stable. Empire's progress on the open Iatan
II rate case could impact the company's strength at the current
rating level.

What Could Change the Rating - Up

Moody's would consider the following ranges as consistent with a
strongly positioned Baa utility: sustainable increases in cash
flow coverage measures including CFO (pre w/c) to adjusted debt
above 18%; CFO (pre w/c) + interest / interest cover above 4.0x;
and CFO (pre w/c) less dividends to adjusted debt above 13%.

What Could Change the Rating - Down

Empire is well positioned at this rating level and a near-term
negative rating action is unlikely. However, unexpected adverse
regulatory or operational developments could negatively pressure
the rating. In terms of debt metrics, a decline in cash flow
coverage measures including CFO (pre w/c) to debt below 15%; CFO
(pre w/c) + interest / interest cover below 3.5x; and CFO (pre
w/c) less dividends to adjusted debt below 10% for an extended
period would all signal weakness at the current rating level.

The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2009.




EMPIRE RESORTS: To Issue 3-Mil. Shares Under 2008 Incentive Plan
----------------------------------------------------------------
Viking Systems, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registering 3 million shares of common stock
issuable under the Company's Amended and Restated 2008 Equity
Incentive Plan.  On Nov. 10, 2011, the Company's board of
directors approved 3,000,000 additional shares to be issued under
the Company's Amended and Restated 2008 Equity Incentive Plan.
The proposed maximum aggregate offering price is $630,000.  A copy
of the prospectus is available for free at http://is.gd/iOJ9cc

                        About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.

The Company reported a net loss applicable to common shareholders
of $2.92 million in 2011 and a net loss applicable to common
shareholders of $2.43 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.44 million
in total assets, $2.67 million in total liabilities and $2.76
million in total stockholders' equity.




EMPIRE RESORTS: Presents Concord Resort Redevelopment Master Plan
-----------------------------------------------------------------
Entertainment Properties Trust and Empire Resorts, Inc., presented
an overview of the master plan for redevelopment of the former
Concord Resort property in Sullivan County, New York yesterday.

The presentation before the Town of Thompson Board was held at the
Eugene Nesin Theater in Monticello and open to the public in order
to continue a dialogue with the community.  A comprehensive
transformative master development plan for 1500 acres at the site
of the former Concord Resort was presented by the industry-leading
architect and master planning firm Hart Howerton.

Reminiscent of the region's rich history, the new destination
resort is expected to include a casino, hotel and harness
racetrack, specialty lodging, a championship golf experience,
coupled with retail, dining, entertainment and recreational uses,
along with new residential communities.  The planned family and
entertainment destination is expected to create over one thousand
jobs and includes hundreds of millions of dollars of investment in
the county.

The proposed master plan represents a new way of thinking about
resort development in the Catskills.  Unlike one dimensional plans
of past, it envisions a multi-faceted destination resort, which
will become the center of tourism and investment in the region.  A
place to find adventure or relaxation, it will offer family-
centered attractions and amenities surrounded by the natural
beauty of the Catskills.

David Brain, CEO Entertainment Properties Trust commented, "This
was an important opportunity for us to connect with the community
and articulate our vision.  We are excited to continue down the
path toward development of this new and exciting family and
entertainment destination.  We are committed to bringing our plans
to reality and will certainly maintain a dialogue with the
community as we do."

Emanuel Pearlman, Chairman of the Board of Empire Resorts stated,
"We were pleased to join Entertainment Properties Trust yesterday
to present the vision for the Concord Resort to the Town of
Thompson and the people of Sullivan County.  Our proposed casino,
harness racetrack and hotel is the anchor of this totally new
vision for the Catskills.  We have assembled a great team that is
working with a sense of urgency.  We look forward to reporting on
our progress to the Town of Thompson Board in the near future.

Entertainment Properties Trust and Empire Resorts also announced a
new informational project Web site,
www.NewCatskillsDestination.com .  Visitors to the site can learn
more and sign up to receive updates and information on the project
as it moves forward.

                        About Empire Resorts

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

Friedman LLP, after auditing the Company's financial statements
for the year ended Dec. 31, 2010, expressed substantial doubt
about the Company's ability to continue as a going concern.
Friedman noted that the Company's ability to continue as a going
concern depends on its ability to satisfy its indebtedness when
due.  In addition, the Company has continuing net losses and
negative cash flows from operating activities.

Empire Resorts reported a net loss of $17.57 million on
$68.54 million of net revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.57 million on $67.63 million of
net revenues during the prior year.  The Company reported net
income of $958,000 on $53.53 million of net revenues for the nine
months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$50.53 million in total assets, $24.86 million in total
liabilities, and $25.66 million in total stockholders' equity.


EMPIRE RESORTS: Louis Cappelli Discloses 5.5% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Louis R. Cappelli disclosed that, as of
March 7, 2012, he beneficially owns 1,643,164 shares of common
stock of Empire Resorts, Inc., representing 5.50% of the shares
outstanding.  These shares of common stock of Empire are owned
directly by LRC Acquisition LLC.  The percentage is based upon a
total of 29,864,100 shares of common stock outstanding as of
Feb. 29, 2012, as reported by Bloomberg.

As previously reported by the TCR on March 8, 2012, Mr. Cappelli
reported beneficial ownership of 1,665,704 common shares or 5.58%
equity stake.

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

                        http://is.gd/oYTBHz

                        About Empire Resorts

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

Friedman LLP, after auditing the Company's financial statements
for the year ended Dec. 31, 2010, expressed substantial doubt
about the Company's ability to continue as a going concern.
Friedman noted that the Company's ability to continue as a going
concern depends on its ability to satisfy its indebtedness when
due.  In addition, the Company has continuing net losses and
negative cash flows from operating activities.

Empire Resorts reported a net loss of $17.57 million on
$68.54 million of net revenues for the year ended Dec. 31, 2010,
compared with a net loss of $10.57 million on $67.63 million of
net revenues during the prior year.  The Company reported net
income of $958,000 on $53.53 million of net revenues for the nine
months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$50.53 million in total assets, $24.86 million in total
liabilities, and $25.66 million in total stockholders' equity.


EV ENERGY: S&P Keeps 'B-' Rating on $500-Mil. Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that Houston-based EV
Energy Partners (EVEP) has increased the amount of its add on to
its existing senior unsecured notes due 2019 to $200 million. This
brings the new total on the notes to $500 million. "The 'B-'
rating on these notes remains unchanged. The recovery rating
remains '5', reflecting our expectation for modest (10% to 30%)
recovery for lenders in the event of a payment default," S&P said.

"Our recovery analysis incorporates EVEP's plan to use the
proceeds to reduce its outstanding revolver balance," said
Standard & Poor's credit analyst Marc Bromberg.

"The ratings on EV Energy Partners (EVEP) reflect a reserve base
that is levered to low natural gas prices, a reserve replacement
strategy relying heavily on acquisitions, a high dividend payout
to shareholders, and aggressive leverage. The ratings also reflect
a decent hedge book over the next several years that should
mitigate hydrocarbon pricing volatility, low geological risk
associated with the company's high percentage of proved developed
reserves, adequate liquidity, and a good cost structure," S&P
said.

Ratings List
EV Energy Partners
Corporate credit rating                    B/Stable/--

Rating Affirmed
$500 mil sr unsecured notes due 2019       B-
   Recovery rating                          5


EV ENERGY: S&P Keeps 'B-' Rating on $400-Mil. Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that Houston-based EV
Energy Partners (EVEP) is adding $100 million to its existing $300
million senior unsecured notes due 2019. This brings the new total
on the notes to $400 million. "The existing 'B-' rating on these
notes remains unchanged. The recovery rating remains unchanged at
'5', reflecting our expectation for modest (10% to 30%) recovery
for lenders in the event of a payment default," S&P said.

"Our recovery analysis incorporates EVEP's plan to use the
proceeds to reduce its outstanding revolver balance," said
Standard & Poor's credit analyst Marc Bromberg.

"The ratings on EV Energy Partners (EVEP) reflect a reserve base
that is levered to low natural gas prices, a reserve replacement
strategy relying heavily on acquisitions, a high dividend payout
to shareholders, and aggressive leverage. The ratings also reflect
a decent hedge book over the next several years that should
mitigate hydrocarbon pricing volatility, low geological risk
associated with the company's high percentage of proved developed
reserves, adequate liquidity, and a good cost structure," S&P
said.

Ratings List
EV Energy Partners
Corporate credit rating                    B/Stable/--
$400 mil sr unsecured notes due 2019       B-
  Recovery rating                           5


EVERGREEN SOLAR: Wants to Abandon Devens Facility
-------------------------------------------------
Peg Brickley, writing for Dow Jones Newswires, reports that
Evergreen Solar Inc. has asked the Bankruptcy Court for permission
to abandon its plant in Devens, Massachusetts, after it failed to
find a buyer for the facility.

Dow Jones says Evergreen is seeking to walk away from the property
before a $543,000 property tax bill comes due.

According to Dow Jones, Evergreen said in papers filed in
Bankruptcy Court that it has a deal with its landlord,
Massachusetts Development Finance Agency, to get out of the ground
lease for the facility.  The Deven plant was shut down last year
and 800 jobs were cut as Evergreen struggled to survive.

Dow Jones also reports Judge Mary Walrath signed off last week on
a stipulation under which Evergreen's secured creditors who expect
to be out more than $100 million at the end of the bankruptcy
proceedings agreed to allow general unsecured creditors to get at
least a penny on the dollar recovery out of the Chapter 11 case.

                      About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
developed, manufactured and marketed String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  The
Committee tapped Garden City Group as communications services
agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  Evergreen agreed to
undertake a marketing process and permit all parties to bid on its
assets, as a whole or in groups pursuant to 11 U.S.C. Sec. 363.
An entity formed by supporting noteholders, ES Purchaser LLC,
entered into an asset purchase agreement with the Company to serve
as a "stalking-horse" and provide a "credit-bid" pursuant to the
Bankruptcy Code for assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

Evergreen eventually sold its assets on a piecemeal basis in three
auctions.  Max Era Properties Ltd. from Hong Kong paid $6 million
cash and $3.2 million in stock of China Private Equity Investment
Holdings Ltd. for the company name, intellectual property, and
wafer-making assets.  Kimball Holdings LLC paid $3.8 million for
solar panel inventory while secured lenders exchanged $21.5
million of their $165 million claim for a $171 million claim
against Lehman Brothers Holdings Inc.  Max Era and Sovello AG
bought equipment and machinery located at the Debtor's Devens,
Massachusetts facility for $8.9 million.

Evergreen Solar is at least the fourth solar company to seek court
protection in 2011.  Other solar firms that filed for Chapter 11
bankruptcy are start-up Spectrawatt Inc., which also filed in
August, Solyndra Inc., which filed early in September, and
Stirling Energy Systems Inc., which filed for Chapter 7 bankruptcy
late in September.


FIRST DATA: Moody's Rates $850-Mil. First Lien Notes at 'B1'
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to First Data
Corporation's proposed $850 million Senior Secured First Lien
Notes due 2019. All other ratings, including the B3 corporate
family rating (CFR), and the stable outlook remain unchanged.

While total debt will not change with the new $850 million of
secured notes, First Data continues to improve its debt maturity
profile with this issuance. The proceeds will be used to pay down
a portion of the proposed extended term loan of $3.2 billion
(extended to March 2017 from September 2014). Nonetheless, First
Data will still have over $3.3 billion of its total debt of $24
billion due in September 2014, with another $1.5 billion maturing
September 2015.

Ratings Rationale

The B3 CFR and stable outlook reflect Moody's expectation that
First Data will generate mid-single digit percentage revenue and
EBITDA growth during 2012, as the economy slowly recovers in the
midst of still high unemployment rates, consumer debt levels, and
weak housing markets. Although this represents solid growth in the
context of uncertain economic conditions, the resulting cash flow
is expected to remain light in relation to the very large debt
total. Moody's expects First Data will improve its credit metrics
modestly (e.g., Debt to EBITDA of over 9 times), yet these metrics
will remain within the range of those of other companies also
rated at the B3 level.

The principal methodology used in rating First Data was the Global
Business & Consumer Service Industry Methodology published in
October 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Based in Atlanta, Georgia, First Data Corporation, with about $11
billion of projected annual revenues, provides commerce and
payment solutions for financial institutions, merchants, and other
organizations worldwide.


FRANCISCAN COMMUNITIES: March 30 Set as General Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio has
established March 30, 2012 at 4:00 p.m. (Eastern Time), as the
deadline for any individual or entity to file proofs of claim
against Franciscan Communities St. Mary of the Woods, Inc.

Proofs of claim must be filed either by:

   i) mailing to:

         St. Mary of the Woods
         c/o GCG
         P.O. Box 9853
         Dublin, OH 43017-5753 or

  ii) delivering the original proof of claim by hand or overnight
      courier to:

         St. Mary of the Woods
         c/o GCG
         5151 Blazer Parkway, Suite A
         Dublin, OH 43017

                   About Franciscan Communities

Illinois-based Franciscan Communities St. Mary of the Woods, Inc.,
owns and operates a senior living community in Avon, Ohio.  The
not-for-profit community is owned and managed by the Franciscan
Sisters of Chicago Service Corp.

Franciscan Communities St. Mary of the Woods filed for Chapter 11
bankruptcy (Bankr. N.D. Ohio Case No. 11-19865) on Nov. 21, 2011,
after it failed to negotiate an out-of-court workout with holders
of tax-free bonds.  Judge Jessica E. Price Smith oversees the
case.  The Debtor disclosed assets of $36 million and debt
totaling $48 million as of the Chapter 11 filing.  In its
schedules, the Debtor disclosed $22,314,854 in assets and
$49,555,487 in liabilities.

The Debtor is represented by Heather Lennox, Esq., Carl E.
Black, Esq., and Daniel M. Syphard, Esq., at Jones Day, as
bankruptcy counsel.  The Garden City Group, Inc., is the claims
and noticing agent.  The Debtor tapped Deloitte Financial Advisory
Services LLP as restructuring advisor, and Houlihan Lokey Capital,
Inc., as its investment banker.

The U.S. Trustee appointed Beverly Laubert as patient care
ombudsman.

Franciscan Sisters of Chicago, the sole member of the Debtor, is
providing $4.5 million in DIP loans.  The DIP Lender is
represented by George Mesires, Esq., and Daniel P. Strzalka, Esq.,
at Ungaretti & Harris LLP.  The Bank of New York Mellon Trust
Company, N.A., the bond trustee, is represented by Bruce H. White,
Esq., and Clifton R. Jessup, Esq., at Greenberg Traurig LLP. Wells
Fargo Bank, N.A., as Master Trustee, is represented by Daniel S.
Bleck, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., and John R. Weiss, Esq., at Duane Morris LLP.  Sovereign
Bank, provider of the Debtor's letter of credit facility, is also
represented by John R. Weiss, Esq., at Duane Morris LLP.

The Official Committee of Unsecured Creditors in the
Chapter 11 cases of the Debtor is represented by McDonald Hopkins
LLC as counsel.


FRESNO PACIFIC: Moody's Withdraws 'Ba2' Rating on Revenue Bonds
---------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba2 rating on Fresno
Pacific University's (CA) Revenue Bonds, Series 2000A which were
issued through the California Educational Facilities Authority.
The rating withdrawal follows the redemption of these bonds. At
this time, Fresno Pacific University no longer maintains debt
outstanding with a Moody's rating.

Summary Rating Rationale

Moody's has withdrawn the rating because the bonds have been
redeemed.


GELT PROPERTIES: Dunne Wright OK'd as Maryland Property Manager
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Gelt Properties, LLC, et al., to employ Dunne Wright
Services, LLC, as property manager.

As reported in the Troubled Company Reporter on Feb. 9, 2012,
Dunne Wright is expected to manage property located in (inner-
city) Baltimore, Maryland at 4001 Main Street, Baltimore,
Maryland, in relation to:

   a. collecting delinquent rents and eviction procedures;

   b. property improvements and maintenance;

   c. construction management;

   d. contracting of professional services;

   e. negotiating and executing all leases, extensions, renewals,

   or other contracts or agreement, on behalf of the Debtors; and

   f. other general function.

Dunne Wright will perform management services for the Debtors with
compensation of 8% of gross rental amount received on all leases
or rental agreements with respect to the property.

To the best of the Debtors' knowledge, Dunne Wright has no
connection with any creditor or any party-in-interest or their
respective attorneys in the case.

                       About Gelt Properties

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for Chapter 11 bankruptcy (Bankr. E.D. Pa. Case
Nos. 11-15826 and 11-15826) on July 25, 2011.  Judge Magdeline D.
Coleman presides over the cases.  Albert A. Ciardi, III, Esq.,
Jennifer E. Cranston, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., in Philadelphia, Pa., serve as the
Debtors' bankruptcy counsel.  The petitions were signed by Uri
Shoham, the Debtors' chief financial officer.  The Debtors' other
professionals include: Eisenberg, Gold & Cettei P.C. as its
special counsel to provide proper legal counsel to the Debtors
with regard to defending against certain actions, Cohen and Forman
as their special counsel to advise them upon all matters which may
arise or which may be incident to the bankruptcy proceedings.

Gelt Properties disclosed $4,727,090 in assets and $4,842,792 in
liabilities as of the Chapter 11 filing.  Its affiliate, Gelt
Financial, has filed its schedules disclosing $20,340,725 in
assets and $17,050,558 in liabilities as of the Chapter 11 filing.

On Sept. 15, 2011, a committee of unsecured creditors was
appointed.  Schoff McCabe, P.C. represents the Committee.  Craig
Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GETTY PETROLEUM: Stops 9 Lawsuits Involving Indemnified Parties
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Getty Petroleum Marketing Inc. persuaded the
bankruptcy judge last week to sign an order halting nine lawsuits
where Getty Petroleum indemnified defendants.  Getty Petroleum
argued that continuation of the suits would require large expenses
for defense because the insurance policy has a $500,000 deductible
for each claim.  Judgments would add to the pool of unsecured
claims, the company said.

                        About Getty Petroleum

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

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

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


GLOBAL AVIATION: Wants to Hire Ernst & Young LLP as Tax Advisor
---------------------------------------------------------------
Global Aviation Holdings Inc., et al., ask the U.S. Bankruptcy
Court for the Eastern District of New York for permission to
employ Ernst & Young LLP as tax advisor.

EY LLP will, among other things:

   -- work with the appropriate Debtor personnel or the Debtors'
      outside legal counsel in developing an understanding of the
      tax issues and alternatives associated with the Debtors'
      Chapter 11 filing, restructuring, or other plan, taking into
      account the Debtors' specific facts and circumstances, for
      U.S. Federal, international, state and local income tax
      purposes and for indirect tax purposes;

   -- assist and advise the Debtors in developing an understanding
      of the tax implications of their bankruptcy restructuring
      alternatives and post-bankruptcy operations (including, as
      needed, research and analysis of treatises, Internal Revenue
      Code sections, Treasury regulations, case law and other
      relevant tax authority) and assist and advise in securing
      rulings from the Internal Revenue Service or applicable
      state/local tax authorities with respect to income taxes or
      indirect taxes; and

   -- provide routine tax advice and assistance concerning issues
      as requested when the projects are not covered by a separate
      statement of work and do not involve any significant tax
      planning or projects.

The hourly rates of EY LLP's personnel are:

         Executive Director/
           Principal/Partner                  $765
         Senior Manager                       $615
         Manager                              $545
         Senior                               $375
         Staff                                $190

In the 90 days prior to the Commencement Date, the Debtors paid EY
LLP $57,234 for services rendered.  As of the Commencement Date,
EY LLP does not hold a prepetition claim against the Debtors for
amounts owed for services rendered.

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

The Court will convene a hearing March 14, 2012, 3:30 p.m.
(prevailing Eastern Time) to consider approval of the request to
employ EY LLP.

                  About Global Aviation Holdings

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven-
member official committee of unsecured creditors in the case.


GLOBAL AVIATION: Ford & Harrison LLP as Special Labor Counsel
-------------------------------------------------------------
Global Aviation Holdings Inc., et al., ask the U.S. Bankruptcy
Court for the Eastern District of New York for permission to
employ Ford & Harrison LLP as special labor counsel.

Ford & Harrison will provide services, to the extent necessary and
as requested by the Debtors, with respect to, among other issues,
any and all issues that may arise during these chapter 11 cases
related to:

   a) all aspects of the Debtors' labor relations with the unions
      that represent certain of the Debtors' employees who are
      subject to collective bargaining agreements, including
      issues relating to negotiations and, if necessary,
      arbitration with the Unions regarding the Debtors'
      collective bargaining agreements with such Unions; and

   b) issues with respect to any relief sought or contemplated by
      the Debtors under either Section 1113 or 1114 of the
      Bankruptcy Code and any litigation related to such relief
      and

   c) any labor-related or other services as may be requested by
      the Debtors.

Prepetition Date, Ford & Harrison received from the Debtors in
2011 a total of approximately $212,615 for services rendered, and
costs and expenses incurred, in representing the Debtors.

Consistent with the terms of the Engagement Letter, on Feb. 2,
2012, the Debtors paid $191,000 to Ford & Harrison as a classic
retainer.

To the best of the Debtors' knowledge, Ford & Harrison does not
hold or represent any interest adverse to the Debtors or the
Debtors' estates with respect to the matters on which Ford &
Harrison is to be employed.

                  About Global Aviation Holdings

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven


GLOBAL AVIATION: Taps Kurtzman Carson as Administrative Agent
-------------------------------------------------------------
Global Aviation Holdings Inc., et al., ask the U.S. Bankruptcy
Court for the Eastern District of New York for permission to
employ Kurtzman Carson Consultants LLC as administrative
agent nunc pro tunc to the Chapter 11 commencement date.

KCC will, among other things:

   a) assist with the preparation of the Debtors' schedules of
      assets and liabilities and statement of financial affairs;

   b) tabulate votes and perform subscription services as may be
      requested or required in connection with any and all Plans
      filed by the Debtors and provide ballot reports and related
      balloting and tabulation services to the Debtors and their
      professionals; and

   c) generate an official ballot certification and testify, if
      necessary, in support of the ballot tabulation results.

The Debtors relate that the Court authorized the appointment of
KCC as their claims and noticing agent.

As part of the overall compensation payable to KCC under the terms
of the KCC Agreement, the Debtors have agreed to certain
indemnification and contribution obligations.  The KCC Agreement
provides that the Debtors will indemnify and hold harmless KCC,
its officers, employees and agents under certain circumstances
specified in the KCC Agreement, except in circumstances of gross
negligence or willful misconduct.

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

                  About Global Aviation Holdings

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven-
member official committee of unsecured creditors in the case.


GLOBAL AVIATION: Taps Pachulski as Conflicts Counsel
----------------------------------------------------
Global Aviation Holdings Inc., et al., ask the U.S. Bankruptcy
Court for the Eastern District of New York for permission to
employ Pachulski Stang Ziehl & Jones LLP as conflicts counsel.

PSZJ will handle matters that are not appropriately handled by
Kirkland & Ellis, LLP, as general bankruptcy counsel, because of
an actual or potential conflict of interest or connection with a
party-in-interest or, alternatively, which can be more efficiently
handled by PSZJ as the Debtors or K&E may request.  In each case,
K&E and PSZJ will work together to prevent unnecessary duplication
of effort.

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

                  About Global Aviation Holdings

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven-
member official committee of unsecured creditors in the case.


GREAT PLAINS: Moody's Issues Summary Credit Opinion
---------------------------------------------------
Moody's Investors Service issued a summary credit opinion on Great
Plains Energy Incorporated and includes certain regulatory
disclosures regarding its ratings. This release does not
constitute any change in Moody's ratings or rating rationale for
Great Plains Energy Incorporated and its affiliates.

Moody's current ratings on Great Plains Energy Incorporated and
its affiliates are:

Senior Unsecured domestic currency ratings of Baa3

Subordinate domestic currency ratings of Ba1

Pref. Stock domestic currency ratings of Ba2

Senior Unsec. Shelf domestic currency ratings of (P)Baa3

Subordinate Shelf domestic currency ratings of (P)Ba1

Pref. Shelf domestic currency ratings of (P)Ba2

Kansas City Power & Light Company

First Mortgage Bonds domestic currency ratings of A3

Senior Unsecured domestic currency ratings of Baa2

LT Issuer Rating ratings of Baa2

Senior Secured Shelf domestic currency ratings of (P)A3

Senior Unsec. Shelf domestic currency ratings of (P)Baa2

Commercial Paper domestic currency ratings of P-2

Kansas City Power & Light Greater MO Oper

Senior Unsecured domestic currency ratings of Baa3

Senior Unsec. Shelf domestic currency ratings of (P)Baa3

Commercial Paper domestic currency ratings of P-3

Ratings Rationale

Great Plains' Baa3 senior unsecured rating reflects Moody's
expectation the company will generate a reasonably supportive
level of consolidated credit metrics for its rating category, and
that its overall regulatory environment will remain somewhat
challenging, but constructive in nature. In Moody's view, KCPL's
solid cash flow (Debt/EBITDA 2.87x at December 31,2010) should
help offset GMO's more leveraged stand-alone capital structure
(Debt/EBITDA 4.18x at December 31, 2010). As part of GMO's
acquisition in 2008, which resulted in a material increase in
consolidated leverage, Great Plains guaranteed the surviving
obligations at GMO, which now total slightly over $1.0 billion.

Rating Outlook

The rating outlook is stable. The outlook reflects Moody's
expectation that Great Plains will maintain its credit metrics
around the levels that it achieved in 2010, which Moody's views as
appropriate for a Baa3 rated utility holding company. Moody's also
incorporates into Moody's outlook a reasonable rate case outcomes
in Missouri, including a fair inclusion of the cost overrun
capital spending incurred in completing Iatan 2 generating
facility into rate base.

What Could Change the Rating - Up

A near term upgrade of Great Plains' rating is unlikely. However,
as the company makes progress with its various construction
programs and demonstrates sustainable improving credit metrics as
evidenced by consolidated CFO (pre w/c) / debt in the mid-to-high
teens range and interest coverage closer to 4.0 times then Moody's
could consider a possible upgrade.

What Could Change the Rating - Down

Should Great Plains consolidated CFO (pre w/c) to debt ratio
remain below the low-teens range and the CFO (pre w/c) +
Interest/Interest ratio remains below 3.0 times over an extended
period of time, negative pressure on the rating is likely.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


GUZMAN & GONZALEZ: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Guzman & Gonzalez Management Inc.
        dba Monjitas
        1255 Paseo Las Monjitas Suite 163
        Ponce, PR 00730

Bankruptcy Case No.: 12-01779

Chapter 11 Petition Date: March 9, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

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

Scheduled Assets: $5,125,014

Scheduled Liabilities: $4,848,899

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb12-01779.pdf

The petition was signed by Rodney Gonzalez Guzman, president.


HAWAIIAN ELECTRIC: Moody's Issues Summary Credit Opinion
--------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Hawaiian Electric Industries, Inc. and includes certain regulatory
disclosures regarding its ratings. This release does not
constitute any change in Moody's ratings or rating rationale for
Hawaiian Electric Industries, Inc. and its affiliates.

Moody's current ratings on Hawaiian Electric Industries, Inc. and
its affiliates are:

Senior Unsecured domestic currency rating of Baa2

Senior Unsec. Shelf domestic currency rating of (P)Baa2

Senior Subordinate Shelf domestic currency rating of (P)Baa3

Junior Subord. Shelf domestic currency rating of (P)Baa3

Pref. Shelf domestic currency rating of (P)Ba1

BACKED Commercial Paper domestic currency rating of P-2

Hawaiian Electric Company, Inc.

LT Issuer Rating rating of Baa1

Pref. Stock domestic currency rating of Baa3

BACKED Commercial Paper domestic currency rating of P-2

HECO Capital Trust III

BACKED Pref. Stock domestic currency rating of Baa2

Hawaiian Electric Industries Capital Trust II

BACKED Pref. Shelf domestic currency rating of (P)Ba1

Ratings Rationale

HECO's Baa1 Issuer Rating factors in the anticipated cash flow
stability of this vertically integrated utility, the long-term
benefits of a more predictable regulatory framework being
introduced, and a conservative financial management. The rating
also recognizes the geographic concentration risk that exists
especially when the Hawaii's economy weakens, the size of the
utilities' capital programs, and the challenges associated with
implementing rate increases in a state whose service territory
faces economic pressures along with the highest retail electric
rates in the country.

Rating Outlook

HECO's stable rating outlook incorporates Moody's belief that the
regulatory transition underway will continue to proceed in an
orderly fashion with the belief that the decoupling mechanism will
reduce regulatory lag and better match cost recovery of expenses
and capital investment such that HECO's consolidated ROE will
approach authorized returns over time.

What Could Change the Rating - Up

In light of the very sizeable capital investment programs, the
economic challenges that continue, and the remaining uncertainty
as the commission continues implementing decoupling, limited near-
term prospects exist for the rating to be upgraded. However,
HECO's ratings could be upgraded if the regulatory transition
underway is fully implemented across the entire company leading to
a sustained multi-year improvement in credit metrics such that the
utility's cash flow to debt exceeds 22% and its cash flow coverage
of interest is greater than 5.0x on a consistent basis.

What Could Change the Rating - Down

The rating could be downgraded if the Hawaii PUC does not follow
through with the regulatory transformation contemplated under the
HCEI, including all elements of the decoupling mechanism.
Quantitatively, the ratings could be downgraded if the utilities'
cash flow to debt declined to below 17% on a sustainable basis and
its cash flow coverage of interest fell below 3.5x.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


HISJ HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: HISJ Holdings, LLC
        dba Holiday Inn St. Joseph Riverfront
        c/o Dan Mercurio, Manager
        13735 Riverport Drive
        Maryland Heights, MO 63043

Bankruptcy Case No.: 12-41985

Chapter 11 Petition Date: March 6, 2012

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: Robert A. Breidenbach, Esq.
                  Steven Goldstein, Esq.
                  GOLDSTEIN AND PRESSMAN
                  10326 Old Olive Street Road
                  St. Louis, MO 63141-5922
                  Tel: (314) 727-1717
                  Fax: (314) 727-1447
                  E-mail: rab@goldsteinpressman.com
                          sg@goldsteinpressman.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/moeb12-41985.pdf

The petition was signed by Dan Mercurio, manager.


IMEDICOR INC: Incurs $627,901 Net Loss in December 31 Quarter
-------------------------------------------------------------
iMedicor, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common shareholders of $627,901 on $162,722 of
total revenues for the three months ended Dec. 31, 2011, compared
with a net loss attributable to common shareholders of $974,313 on
$101,136 of total revenues for the same period a year ago.

The Company reported a net loss attributable to common
shareholders of $1.18 million on $351,944 of total revenues for
the six months ended Dec. 31, 2011, compared with a net loss
attributable to common shareholders of $2.61 million on $149,733
of total revenues for the same period a year ago.

The Company had a net loss of $5.20 million for the year ended
June 30, 2011, following an $11.40 million net loss in the
preceding year.

The Company's balance sheet at Dec. 31, 2011, showed $2.10 million
in total assets, $5.78 million in total liabilities, all current,
and a $3.68 million total stockholders' deficit.

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

                        http://is.gd/1INf5Y

                         About iMedicor Inc.

Nanuet, N.Y.-based iMedicor, Inc., formerly Vemics, Inc., builds
portal-based, virtual work and learning environments in healthcare
and related industries.  The Company's focus is twofold: iMedicor,
the Company's web-based portal which allows Physicians and other
healthcare providers to exchange patient specific healthcare
information via the internet while maintaining compliance with all
Health Insurance Portability and Accountability Act of 1996
("HIPAA") regulations, and; recently acquired ClearLobby
technology, the Company's web-based portal adjunct which provides
for direct communications between pharmaceutical companies and
physicians for the dissemination of information on new drugs
without the costs related to direct sales forces.  The Company's
solutions allow physicians to use the internet in ways previously
unavailable to them due to HIPAA restrictions to quickly and cost-
effectively exchange and share patient medical information and to
interact with pharmaceutical companies and review information on
new drugs offered by these companies at a time of their choosing.

Demetrius & Company, L.L.C., expressed substantial doubt about the
Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has experienced significant losses resulting in a working
capital deficiency and shareholders' deficit.


INN & SUITES: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Inn & Suites of Union City, GA, LLC
        dba LaQuinta Inn & Suites Of Union City, GA
        3939 Royal Drive, Suite 222
        Kennesaw, GA 30144

Bankruptcy Case No.: 12-56163

Chapter 11 Petition Date: March 6, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

Debtor's Counsel: J. Carole Thompson Hord, Esq.
                  SCHREEDER, WHEELER & FLINT, LLP
                  1100 Peachtree Street, NE, Suite 800
                  Atlanta, GA 30309-4516
                  Tel: (404) 954-9858
                  E-mail: chord@swfllp.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 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb12-56163.pdf

The petition was signed by Anjebhai Patel, manager.


INTEGRATED FREIGHT: Cross Creek Assets Foreclosed by Creditors
--------------------------------------------------------------
The assets that Integrated Freight Corporation acquired in the
purchase of Cross Creek Trucking, Inc., which secured obligations
of Cross Creek, have been foreclosed upon and recovered by the
respective Cross Creek creditors.  These assets were tractors and
trailers held under financing agreements and capital leases.  The
Company is unable to determine at the present time the amounts of
any deficiencies, if any, for which Cross Creek may remain liable.
The values of the remaining assets of Cross Creek are not
material.

The Company's only operations at Feb. 29, 2011, are being
conducted in the Company's wholly owned subsidiaries, Morris
Transportation, Inc., and Smith Systems Transportation.
Operations of Cross Creek have been terminated.  Accordingly, the
Company's only sources of revenues for the third quarter ended
Dec. 31, 2011, are from Morris Transportation and Smith Systems.
The Company has closed its executive offices in Sarasota, Florida,
although the address is being maintained for mail and official
purposes under cooperation with the Company's landlord.  The
Company has surrendered possession of its computer servers and
peripheral equipment to its vendor.  The Company has substantial
unpaid obligations.

                     CEO and Directors Resign

The Company's Chief Executive Officer, Paul A. Henley, has
resigned effective Feb. 29, 2012.  Mr. Henley also has resigned as
chairman of the Company's board of directors, effective March 8,
2012.  Mr. Henley will continue as one of the Company's directors.
The Company expects to be able to renegotiate compensation for its
chief operating officer and chief financial officer in order to
reduce its overhead.  The Company is seeking additional funding
from its existing creditors, with which to pay for and continue
its operations.

John E. Bagalay has resigned effective Feb. 29, 2012.  Mr. Bagalay
was one of the Company's independent directors and served on its
board's audit committee.

Kimberly K. Bors has resigned effective March 5, 2012.  Ms. Bors
was one of the Company's independent directors and served on the
Company's board's audit committee.

                          Impaired Assets

The Company has determined that the operations and assets of Cross
Creek included in its financial statements for the quarter ended
Sept. 30, 2011, are entirely impaired and without recoverable
value.  The amount of the impairment or adjustment related to
overvaluation is in excess of one million dollars.

Other than Morris Transportation and Smith Systems Transportation,
the Company is in default in payment of most, if not all, of the
Company's financial obligations.  These defaults accelerated the
due dates of those obligations.  The Company is engaged in efforts
to obtain forbearance agreements with its major creditors.  If the
Company obtains forbearance agreements, the Company expects to
have time to reorganize its operations.

Although the Company has not yet concluded that its financial
statements for the quarters ended June 30, 2011, and Sept. 30,
2011, should no longer be relied upon because of an error in such
financial statements, the Company may make this determination in
the future after further consideration of the timing and impact of
termination of Cross Creek's operations.  However, the Company's
financial statements for the quarters ended June 30 2011, and
Sept. 30, 2011, should not be used as an indicator of future
performance.

                  Smith Systems to Face Complaint

The Company anticipates Smith Systems will be named as a defendant
in a suit by a customer related to a hazardous waste spill in
Sacramento, CA.  The cleanup costs exceeded $1,000,000, of which
the customer has paid approximately $850,000 which it may seek to
recover from Smith Systems.  The Company believes Smith Systems'
insurance will cover these costs, net of the deductible.  Smith
Systems believes it has defenses to the claims which may be made
by the customer, including the customer's failure to respond
timely to notice of the spill which would cause the customer to be
responsible for all cleanup costs.  The customer, who accounted
for approximately one-third of Smith Systems' business, has
terminated its relationship with Smith Systems and is withholding
payments in the approximate amount of $350,000 as a claimed offset
against its claims against Smith Systems.  Smith Systems has
pledged these receivables as collateral for its operating line of
credit.

                     About Integrated Freight

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

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

The Company ended fiscal 2011 with a net loss of $7.76 million on
$18.82 million of revenue and fiscal 2010 with a net loss of $3.14
million on $17.33 million of revenue.

Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses and has a negative working capital position and a
stockholders' deficit.

The Company's balance sheet at June 30, 2011, showed
$21.44 million in total assets, $28.02 million in total
liabilities, and a $6.57 million total stockholders' deficit.




INTERNAL FIXATION: Sells 70,000 8% Convertible Note to Asher
------------------------------------------------------------
Internal Fixation Systems, Inc., entered into a Securities
Purchase Agreement with Asher Enterprises, Inc., dated as of Dec.
6, 2011, for the sale to Asher of an 8% convertible note in the
principal amount of $42,500.  The financing closed and the
December Note was issued on Dec. 14, 2011.

The Company entered into an additional Securities Purchase
Agreement with Asher dated as of Feb. 6, 2012, for the sale to
Asher of an 8% convertible note in the principal amount of
$27,500.  The financing closed and the February Note was issued on
Feb. 15, 2012.

Both the December Note and the February Note bear interest at the
rate of 8% per annum.  All interest and principal under the
December Note must be repaid on Sept. 8, 2012, and all interest
and principal under the February Note must be repaid on Nov. 8,
2012.  The December Note and the February Note are convertible
into shares of the Company's common stock, at Asher's option, at
any time on the date which is 180 days after the issuance date of
the respective note, at a 49% discount and a 41% discount,
respectively, to the average of the five lowest closing bid prices
of the common stock during the 10 trading day period prior to
conversion.  In the event the Company prepays either of the notes
in full, the Company is required to pay off all principal,
interest and any other amounts owing under such prepaid note
multiplied by:

   (i) 135% if prepaid during the period commencing on the closing
       date through 90 days thereafter;

  (ii) 140% if prepaid 91 days following the closing through 150
       days following the closing; and

(iii) 150% if prepaid 151 days following the closing through 180
       days following the closing.

After the expiration of 180 days following the date of the
December Note, the Company has no right to prepay the December
Note and after the expiration of 180 days following the date of
the February Note, the Company has no right to prepay the February
Note.

Asher has agreed to restrict its ability to convert both the
December Note and the February Note and receive shares of common
stock such that the number of shares of common stock held by them
in the aggregate and their affiliates after such conversion or
exercise does not exceed 4.99% of the then issued and outstanding
shares of the Company's common stock.  The total net proceeds the
Company received from the sale of the December Note was $40,000
and the total net proceeds the Company received from sale of the
February Note was $25,000.

The Company claims an exemption from the registration requirements
of the Securities Act of 1933, as amended, for the private
placement of these securities pursuant to Section 4(2) of the Act
or Regulation D promulgated thereunder since, among other things,
the transaction did not involve a public offering, Asher is an
accredited investor, Asher had access to information about the
Company and their investment, Asher took the securities for
investment and not resale, and the Company took appropriate
measures to restrict the transfer of the securities.

On Dec. 30, 2011, the Company provided written notice to
Christopher Endara, the Company's Vice President - Engineering,
Quality and Regulatory Affairs that his employment with the
Company was terminated.  The Company believes its obligations to
Mr. Endara under his Employment Agreement are limited to the
payment of accrued and unpaid salary through the date of his
termination.

On Jan. 23, 2012, Christopher Endara initiated a lawsuit against
the Company, Stephen J. Dresnick, MD, the Company's President and
Chief Executive Officer and Laura Cattabriga, the Company's Chief
Financial Officer, in the Circuit Court For the Eleventh Judicial
Circuit In and For Miami-Dade County, Florida (Case No. 12-02099
CA 25).  His complaint makes claims against the Company for breach
of his Employment Agreement, unpaid wages and for inspection of
corporate records; and makes claims against Dr. Dresnick and Ms.
Cattabriga for unpaid wages, tortious interference with an
advantageous business relationship and negligent per se violation
of Florida Statutes, Section 448.045.  He seeks, among other
compensatory damages, all monies due to him under his Employment
Agreement and his legal fees from the Company.  The Company
intends to vigorously defend the lawsuit.

                       About Internal Fixation

South Miami, Fla.-based Internal Fixation Systems, Inc., is a
manufacturer and marketer of generically priced orthopedic and
podiatric implants.  Customers include ambulatory surgery centers,
hospitals and orthopedic surgeons.  IFS's strategy is to focus on
commonly used implants that no longer have patent protection.  The
Company enhances the implants and sells them at prices below the
market leaders.

Goldstein Schechter Koch P.A., in Hollywood, Florida, expressed
substantial doubt about Internal Fixation Systems' ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company had a net loss of
$781,440 for the year ended Dec, 31, 2010, cumulative losses since
inception of $757,218 and a working capital deficit of $123,409.

The Company also reported a net loss of $1.69 million on $185,669
of net sales for the nine months ended Sept. 30, 2011, compared
with a net loss of $375,478 on $89,537 of net sales for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $1.54
million in total assets, $1.24 million in total liabilities and
$302,043 in total stockholders' equity.


ISTAR FINANCIAL: Moody's Rates Sr. Secured Facility at 'B1/B2'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 senior secured rating to
iStar's 2012 senior secured facility Tranche A-1 and a B2 senior
secured rating to iStar's 2012 senior secured facility Tranche A-
2. Moody's also affirmed iStar's 2011 senior secured facility
Tranche A-1 rating at B1, the 2011 Tranche A-2 rating at B2, the
corporate family rating at B3, senior unsecured debt at Caa1 and
preferred stock at Caa3. This rating action follows the
announcement that iStar launched the syndication of up to $900
million in a new senior secured credit facility.

Ratings Rationale

On February 28, 2012, iStar announced that it launched a new $900
million senior secured credit agreement providing for two tranches
of term loans: a 2012 A-1 tranche due March, 2016 and a 2012 A-2
tranche due March 2017 Amortization payments will be applied first
to the 2012 A-1 tranche and then to the 2012 A-2 tranche.

The proceeds from the new financing will be used to refinance
iStar's 2012 unsecured debt maturities. Outstanding borrowings
under the new financing will be collateralized by a first lien on
a fixed pool of approximately $1.125 billion of assets consisting
primarily of loans, net lease assets and other real estate assets.
The new credit agreement contains a covenant to maintain
collateral coverage of not less than 1.25x outstanding borrowings.

The current ratings reflect the REIT's success in extending near
term debt maturities and improving fundamentals in commercial real
estate. The ratings on the 2012 and 2011 senior secured credit
facilities take into account the asset coverage, the size and
quality of the collateral pool, the pace of amortization on each
tranche and the term of each tranche.

The stable rating outlook reflects iStar's extended debt maturity
schedule, stabilizing asset portfolio, and management's
demonstrated ability to manage its liquidity.

Positive rating momentum would result from successful repayment or
refinancing of debt maturities through 2013, resolution of non-
performing assets and sustained earnings growth.

Negative rating pressure could result should the REIT fail to
achieve resolutions of its non-performing assets at or above the
current carrying value. Any liquidity challenges or covenant
breaches would lead to a downgrade.

The following ratings were assigned:

iStar Financial Inc. -- 2012 senior secured credit facility
Tranche A-1 at B1 and Tranche A-2 at B2

The following ratings were affirmed:

iStar Financial, Inc. -- 2011 senior secured credit facility
Tranche A-1 at B1 and Tranche A-2 at B2; corporate family rating
at B3; senior unsecured debt at Caa1; preferred stock at Caa3;
senior debt shelf at (P)Caa1; subordinated debt shelf at (P)Caa3;
preferred stock at Caa3; preferred stock shelf at (P)Caa3.

Moody's last rating action with respect to iStar Financial Inc.
was on March 21, 2011 when Moody's assigned B1/B2 senior secured
ratings, B3 corporate family rating, and upgraded iStar's senior
unsecured ratings to Caa1 and preferred ratings to Caa3.

iStar Financial's ratings were assigned by evaluating factors
Moody's believes are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk. These
attributes were compared against other issuers both within and
outside of iStar's core industry and the company's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

iStar Financial Inc. [NYSE: SFI] is a property finance company
that elects REIT status. iStar provides custom-tailored investment
capital to high-end private and corporate owners of real estate
and invests directly across a range of real estate sectors. iStar
Financial is headquartered in New York City, and had assets of
$7.5 billion and common shareholders' equity of $1.0 billion as of
December 31, 2011.


JAMAR SANTOS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jamar Santos Electrical Inc.
        P.O. Box 1379
        Gurabo, PR 00778

Bankruptcy Case No.: 12-01789

Chapter 11 Petition Date: March 9, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Emily Darice Davila Rivera, Esq.
                  LAW OFFICE WILLIAM DAVILA DE PEDRO
                  420 Ponce Leon Midtown, Suite 311
                  San Juan, PR 00918
                  Tel: (787) 753-2368
                  Fax: (787) 759-9620
                  E-mail: davilalawe@prtc.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/prb12-01789.pdf

The petition was signed by Marco A. Santos Vazquez, president.


JEANS.COM INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jeans.Com, Inc.
        P.O. Box 1479
        Carr #2 Km 29.4
        Vega Alta, PR 00962

Bankruptcy Case No.: 12-01777

Chapter 11 Petition Date: March 9, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Fausto David Godreau Zayas, Esq.
                  LATIMER, BIAGGI, RACHID & GODREAU LLP
                  P.O. Box 9022512
                  San Juan, PR 00902-2512
                  E-mail: dgodreau@LBRGlaw.com

Scheduled Assets: $548,793

Scheduled Liabilities: $5,023,601

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb12-01777.pdf

The petition was signed by Michael J. Silva, president.


JOE'S PROPERTIES: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Joe's Properties, LLC
        6818 Madrid Avenue
        Jacksonville, FL 32217

Bankruptcy Case No.: 12-01495

Chapter 11 Petition Date: March 7, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Jason A. Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  118 West Adams Street, Suite 900
                  Jacksonville, FL 32202
                  Tel: (904) 354-5065
                  E-mail: jason@jasonaburgess.com

Scheduled Assets: $625,270

Scheduled Liabilities: $1,032,806

A copy of the list of eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb12-01495.pdf

The petition was signed by Joe Joseph, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Three Josephs, LLC                     11-05447   07/26/11


JORDAN MAX DENNING: Dist. Court Says Country Boys Not Insider
-------------------------------------------------------------
District Judge James C. Dever, III, affirmed the ruling of the
U.S. Bankruptcy Court for the Eastern District of North Carolina
finding that Country Boys Auction and Realty, Inc. is not an
"insider" of Jordan Max Denning, under 11 U.S.C. Sec. 101(31) and,
therefore, is not disqualified to serve as the bankruptcy estate's
auctioneer.  The Bankruptcy Administrator took an appeal from the
Bankruptcy Court ruling, focusing on whether Country Boys is a
non-statutory insider under Sec. 101(31).

Court documents state that Mr. Denning's chief restructuring
officer, Douglas M. Gurkins, was a former president and principal
shareholder of Country Boys.  In January 2005, Mr. Gurkins
resigned as president and transferred all of his shares to his
adult son, Michael Gurkins.  Michael is Country Boys' current
president and principal shareholder and is a well-regarded
auctioneer.  Douglas, however, continued to use a Country Boys e-
mail address and, until this litigation, was mentioned on the
masthead of the company Web site.

The case before the District Court is Marjorie K. Lynch,
Bankruptcy Administrator, Appellant, v. Jordan Max Denning,
Appellee, No. 7:11-CV-00073-D (E.D.N.C.).  A copy of the Court's
March 4 order is available at http://is.gd/3ueO5Wfrom Leagle.com.

Jordan Max Denning filed a voluntary Chapter 11 bankruptcy
petition (Bankr. E.D.N.C. Case No. 10-_____) on Sept. 8, 2010.


KNOBLE CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Knoble Construction Inc.
        701 Ford Road, Box 5
        Rockaway, NJ 07866

Bankruptcy Case No.: 12-16055

Chapter 11 Petition Date: March 8, 2012

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

Judge: Rosemary Gambardella

Debtor's Counsel: Michael J. Sweeney, Esq.
                  HUNZIKER, JONES & SWEENEY
                  Wayne Plaza II
                  155 Route 46 West
                  Wayne, NJ 07470
                  Tel: (973) 256-0456
                  Fax: (973) 256-4784
                  E-mail: msweeney@hjslawoffice.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb12-16055.pdf

The petition was signed by Charles R. Barrow, III, president.


L190-1 SHADOW: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: L190-1 Shadow Mountain Plat, LLC
        A Nevada Limited Liability Company
        Cicilia S. Elali
        10801 Main Street, Suite 100
        Bellevue, WA 98004

Bankruptcy Case No.: 12-04442

Chapter 11 Petition Date: March 7, 2012

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Jeffrey M. Neff, Esq.
                  LAW OFFICE OF JEFFREY M. NEFF, P.C.
                  4568 E Camp Lowell Dr
                  Tucson, AZ 85712
                  Tel: (520) 722-8030
                  Fax: (520) 722-8032
                  E-mail: Jeff@Nefflawaz.com

Scheduled Assets: $644,595

Scheduled Liabilities: $37,295,760

Debtor-affiliate that sought Chapter 11 protection on March 7,
2012:

  Debtor                                       Case No.
  ------                                       --------
L190-2 Shadow Mountain Golf Course, LLC        12-04443
  Assets: $302,055
  Liabilities: $25,962,012
L190-3 Shadow Mountain Motel, LLC              12-04440
  Assets: $165,232
  Liabilities: $25,943,008

The petitions were signed by Henry Dean, manager.

A list of L190-1's nine largest unsecured creditors filed together
with the petition is available for free at
http://bankrupt.com/misc/azb12-04442.pdf

A list of L190-2's six largest unsecured creditors filed together
with the petition is available for free at
http://bankrupt.com/misc/azb12-04443.pdf

A list of L190-3's six largest unsecured creditors filed together
with the petition is available for free at
http://bankrupt.com/misc/azb12-04440.pdf


LA JOLLA: Has 4.2 Million Outstanding Common Shares
---------------------------------------------------
La Jolla Pharmaceutical Company reported that since Nov. 14, 2011,
it had converted approximately 67 shares of Series C-1 2
Convertible Preferred Stock, $0.0001 par value per share, into
3,457,692 shares of common stock, $0.0001 par value per share.
The Common Stock was issued upon conversion of the outstanding
Series C-1 2 Preferred and was exempt from registration under the
Securities Act of 1933, as amended, pursuant to Section 3(a)(9) of
the Securities Act.  Following these conversions, the Company had
a total of 4,249,105 shares of Common Stock issued and
outstanding.

As a result of the adjustment that followed the Company's recent
1-for-100 reverse stock split, the Series C-1 2 Preferred is
convertible into Common Stock at a rate of 213,083 shares of
Common Stock for each share of Series C-12 Preferred, subject to a
weekly conversion cap as described in the Company's Current Report
on Form 8-K filed on Jan. 20, 2012, as well as a limitation that
each holder may only convert those shares of Series C-1 2
Preferred into Common Stock to the extent that after such
conversion such holder owns less than 9.999% of the Company's
issued and outstanding Common Stock.

                   About La Jolla Pharmaceutical

San Diego, Calif.-based La Jolla Pharmaceutical Company (OTC BB:
LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

La Jolla's balance sheet at Sept. 30, 2011, showed $5.51 million
in total assets, $2.62 million in total liabilities, all current,
$5.14 million in Series C-1 1 redeemable convertible preferred
stock, and a $2.25 million total stockholders' deficit.

The Company reported a net loss of $3.76 million in 2010 and a
net loss of $8.63 million in 2009.

The Company has a history of recurring losses from operations and,
as of Sept. 30, 2011, the Company had no revenue sources, an
accumulated deficit of $426,306,000 and available cash and cash
equivalents of $5,502,000 of which up to $5,140,000 could be
required to be paid upon the exercise of redemption rights under
the Company's outstanding preferred securities.  That redemption
was not considered probable as of Sept. 30, 2011.

As reported by the TCR on April 18, 2011, BDO USA, LLP, in San
Diego, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern, following the 2010
financial results.  The independent auditors noted that the
Company has suffered recurring losses from operations, an
accumulated deficit of $428 million as of Dec. 31, 2010 and has no
current source of revenues.


LAMPEAS FAMILY: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lampeas Family Limited Partnership No. 7
        49 Sunhill Road
        Nesconset, NY 11767

Bankruptcy Case No.: 12-71389

Chapter 11 Petition Date: March 8, 2012

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Jerome Reisman, Esq.
                  REISMAN PEIREZ & REISMAN LLP
                  1305 Franklin Avenue
                  Garden City, NY 11530
                  Tel: (516) 746-7799
                  Fax: (416) 742-4946
                  E-mail: jreisman@reismanpeirez.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 15 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nyeb12-71389.pdf

The petition was signed by Peter Lampeas, president of The Lampeas
Family Holding Corp., general partner.


LINWOOD FURNITURE: Plans to Modernize Operations
------------------------------------------------
Matt Evans at the Business Journal reports that Linwood Furniture
CEO Mike Mebane said the Company's bankruptcy filing would not
affect factory production or the Davidson County company's 80
full-time employees, though some temporary workers have been
released.  He said the filing was necessary to modernize the
Company's operations to take full advantage of the resurgence in
interest in domestically-made furniture.  He said the court has
approved debtor-in-possession financing that will provide the cash
flow necessary to get through the Chapter 11 process.

"It's too early to tell what will be available" for creditors in
bankruptcy, the report quotes Mr. Mebane as saying.  "We'll be
submitting a plan to the court for approval that will define
that."

Based in Linwood, North Carolina, Linwood Furniture LLC
manufactures furniture for Bob Timberlake collections and others.
The Company filed for Chapter 11 protection on March 5, 2012
(Bankr. M.D. N.C. Case No. 12-50319).  Judge Catharine R. Aron
presides over the case.  John Paul H. Cournoyer, Esq., and John A.
Northen, Esq., at Northern Blue LLP, represent the Debtor.  The
Debtor disclosed assets of $3,655,896, and liabilities of
$6,894,292.


M WAIKIKI: Marriott's Plan Provides Full Payment to Most Creditors
------------------------------------------------------------------
Marriott International, Inc., and Marriott Hotel Services, Inc.,
submitted to the U.S. Bankruptcy Court for the District of Hawaii
a Plan of Reorganization for M Waikiki.

According to the Disclosure Statement dated Feb. 27, 2012, the
Plan provides for full payment in cash of allowed claims for all
classes, except for equity interests.

The Plan is financed by the Proponents' proposed purchase of the
estate assets.  Specifically, on the Effective Date, the
Proponents will transfer to the estate:

   i) cash in an amount to be determined by the Proponents, in
      their sole discretion, by or before the Effective Date that
      is sufficient to fund the Plan; and

  ii) the release of the Marriott Secured and Unsecured Claims;
      the transfer will be in contemporaneous exchange for the
      estate's transfer to Marriott all estate assets, including
      claims that have been or may be brought by the estate before
      the Bankruptcy Court or otherwise.

In the event that Marriott is not the successful purchaser, the
Marriott secured and unsecured claims will not be waived or
released.

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

                    Termination of Exclusivity

On Feb. 14, the Bankruptcy Court authorized the Proponents to file
the Plan and Disclosure Statement and to solicit votes to accept
the Plan upon approval of the Disclosure Statement.

As reported in the Troubled Company Reporter on Feb 20, 2012,
Marriott requested that to the extent the Court finds that the
exclusive period during which Debtor may solicit votes for its
Plan of Reorganization has not yet expired, the Court immediately
terminate any exclusivity period and allow Marriott to file a
competing Plan.

Marriott further requested that any hearing on the adequacy of its
Disclosure Statement be set concurrently with the hearing on the
adequacy of Debtor's Disclosure Statement -- which Marriott
believes is scheduled for March 12.

Marriott is represented by:

         Susan Tius, Esq.
         RUSH MOORE LLP, A Limited Liability Law Partnership
         737 Bishop Street, Suite 2400
         Honolulu, HI 96813-3862
         Tel: (808) 521-0406
         Fax: (808) 521-0497
         E-mail: Stius@rmhawaii.com

         Carren B. Shulman, Esq.
         Alan M. Feld, Esq.
         SHEPPARD MULLIN RICHTER & HAMPTON LLP
         30 Rockefeller Plaza
         New York, NY 10112-0015
         Tel: (212) 653-8700
         Fax: (212) 653-8701
         E-mail: CShulman@sheppardmullin.com
                 AFeld@sheppardmullin.com

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., and James P. Muenker,
Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky,
Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at
Klevansky Piper, LLP, in Honolulu, Hawaii, are the attorneys to
the Debtor.  The Debtor tapped XRoads Solutions Group, LLC, and
Xroads Case Management Services, LLC, as its financial and
restructuring advisor.  The Debtor disclosed $216,116,142 in
assets and $135,085,843 in liabilities as of the Chapter 11
filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
at Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.


MAJESTIC CAPITAL: Plan Confirmation Hearing Set for April 25
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on April 25, 2012 at 11:00 a.m. (Eastern
Time), to consider the confirmation of Majestic Capital Ltd., et
al.'s Chapter 11 Plan.

The Court set March 30 as the deadline for ballots accepting on
rejecting the Plan, and filing objections to the Plan
confirmation.

All persons and entities entitled to vote on the Plan will deliver
their ballots by mail, hand delivery or overnight courier to the
Debtors' counsel at:

         Murphy & King, Professional Corporation
         Attn: Andrew G. Lizotte, Esq.
         One Beacon Street, 21st Floor
         Boston, MA 02108

Holders of Claims will not be permitted to vote on the Plan if
their Claims are subject to a pending objection on the
Confirmation Date or, with respect to transferred and assigned
Claims, there is an objection to the transfer, filed in accordance
with Rule 3001 of the Federal Rules of Bankruptcy Procedure,
pending on the close of business on the Confirmation Date;
provided, however, that the prohibition on voting in this
paragraph is subject to motions filed pursuant to Section 502(c)
of the Bankruptcy Code and Bankruptcy Rule 3018(a) requesting
temporary allowance of Claims or Interests in an amount which the
Court deems proper for the purpose of accepting or rejecting the
Plan and a Court Order so authorizing temporary allowance of such
Claims or Interests for the purpose of accepting or rejecting the
Plan. Such motions shall be filed and served no later than
4:30 p.m. prevailing Eastern Time on March 23.

As reported in the Troubled Company Reporter on Feb. 22, 2012, the
Debtors revised bankruptcy Reorganization Plan explained how there
are more than $1 billion in claims, including 15 significant
litigated disputes.  As far as the assets are concerned, the
primary hope for recovery by creditors comes from Majestic's
surplus in two insurance subsidiaries.

                      About Majestic Capital

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., formerly known as CRM Holdings Ltd., has two wholly owned
subsidiaries, Majestic USA and Twin Bridges, a Bermuda-based
reinsurance company.  Twin Bridges and Majestic Insurance, a
downstream subsidiary of Majestic USA are the two principal
insurance companies.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection (Bankr. S.D.N.Y. Case
Nos. 11-36221 thru 11-36234) on April 29, 2011.   The Debtors have
tapped Murphy & King, P.C. as their general bankruptcy counsel and
Genova & Malin as their local counsel.  The Debtors tapped
Michelman & Robinson, LLP, as special counsel, and Day Seckler,
LLP, as accountants and financial advisors.  The Debtor disclosed
$436,191,000 in assets and $421,757,000 in liabilities as of
Dec. 31, 2010.

Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith
P.C., serve as counsel to the Official Committee of Unsecured
Creditors.  J.H. Cohn LLP is the financial advisor.


MARKET STREET: Must File Chapter 11 Plan by End of March
--------------------------------------------------------
Rebecca Mowbray at The Times-Picayune reports that Bankruptcy
Judge Elizabeth Magner told Market Street Properties LLC to file a
reorganization plan by the end of March.

According to the report, the company faces big hurdles in the
coming months with filing the plan, getting other stakeholders to
approve it, and lining up financing for its visions.  If the
redevelopment succeeds, it could give a lift to real estate
development efforts in the area.  If it fails, it could lose its
building and have to convert the bankruptcy to liquidation.

The report notes Cohen Financial is seeking financing for the
company.

The report relates that, if something didn't work out with the
exit financing, Market Street Ventures, a company incorporated by
Joseph Jaeger, chief executive of MCC Group construction, with
other local investors, is the heir apparent.  Mr. Jaeger's group
provided $3.5 million financing for Market Street Properties to
use while the company was reorganizing in Chapter 11 bankruptcy.
The lender has a first lien on the property if the loan was not
paid back.  The agreement was extended beyond its original Aug. 1
expiration, and it just expired on Feb. 28, but the parties are
continuing to work together on friendly terms.

                 About Market Street Properties

Oceanside, New York-based Market Street Properties, L.L.C., owns a
roughly 500,000 square-foot power plant, two substations, and
three parcels of vacant land.  It filed for Chapter 11 bankruptcy
(Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009, represented
by Christopher T. Caplinger, Esq., Joseph Patrick Briggett, Esq.,
and Stewart F. Peck, Esq., at Lugenbuhl Wheaton Peck Rankin &
Hubbard, in New Orleans.  Cupkovic Architecture LLC serves as the
Debtor's architect; and Patrick J. Gros, CPA, as accountant.
James E. Fitzmorris, Jr., serves as political consultant and
advisor.  The Company disclosed $52,404,026 in assets and
$26,848,596 in liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has not been
appointed in the Debtor's case.


MARKETING WORLDWIDE: Angus Gillis Discloses 9.8% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Angus Allan Gillis and Josephine Maria
MacPherson disclosed that, as of Dec. 19, 2011, they beneficially
own 17,100,000 shares of common stock of Marketing Worldwide
Corporation representing 9.88% of the shares outstanding.  As
previously reported by the TCR on Jan. 16, 2012, Mr. Gillis
reported beneficial ownership of 4,050,000 common shares or 7.6%
equity stake.  A copy of the amended filing is available for free
at http://is.gd/LQdGax

                     About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

The Company's balance sheet at Dec. 31, 2011, showed $1.50 million
in total assets, $7.90 million in total liabilities, $3.50 million
in Series A convertible preferred stock, and a $9.90 million total
stockholders' deficiency.

The Company reported a net loss of $2.27 million for the year
ended Sept. 30, 2011, compared with a net loss of $2.34 million
during the prior year.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern following the
Company's 2011 financing results.  The independent auditors noted
that the Company has generated negative cash flows from operating
activities, experienced recurring net operating losses, is in
default of loan certain covenants, and is dependent on securing
additional equity and debt financing to support its business
efforts.


MEDCLEAN TECHNOLOGIES: Robert Hockett Resigns from Board
--------------------------------------------------------
Robert Hockett resigned from the board of directors of MedClean
Technologies, Inc., on March 2, 2012.  Mr. Hocketts's resignation
is not the result of any disagreement with the Company on any
matter relating to the Company's operations, policies or
practices.

"It has been a distinct pleasure to serve with the other members
of the Board, and I wish you all every success, both personal as
well as business.  If I can be of assistance in a very limited way
as an occasional "sounding board" I would be happy to," Mr.
Hockett said.

                   About MedClean Technologies

Based in Bethel, Connecticut, MedClean Technologies, Inc.,
provides solutions for managing medical waste on site including
designing, selling, installing and servicing on site (i.e. "in-
situ") turnkey systems to treat regulated medical waste.

The Company also reported a net loss of $3.69 million on
$1.38 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $3.50 million on $707,450 of
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.01 million in total assets, $1.88 million in total liabilities,
and a $874,617 total stockholders' deficit.

As reported in the TCR on April 6, 2011, Child, Van Wagoner &
Bradshaw, PLLC, in Salt Lake City, Utah, expressed substantial
doubt about the MedClean Technologies' ability to meet its
obligations and to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial recurring losses.

                       Bankruptcy Warning

The Company has available cash and cash equivalents of
approximately $102,515 at Sept. 30, 2011, which it intends to
utilize for working capital purposes and to continue developing
its business.  To supplement its cash resources, the Company has
secured alternative financing arrangements with two investment
entities.  While the acquisition of cash through these programs is
related to company performance, the Company believes it will have
access to the necessary funds for its to execute its business
plan.  However, the Company continues to incur significant
operating losses that will result in the reduction of its cash
position.  The Company cannot assure that it will be able to
continue to obtain funding through the alternative financing
arrangements and the lack thereof would have a material adverse
impact on its business.  Moreover, any equity funding could be
substantially dilutive to existing stockholders.  The
aforementioned factors raise doubt about the Company's ability to
continue as a going concern.  In the event the Company is unable
to continue as a going concern, it may pursue a number of
different options, including, but not limited to, filing for
protection under the federal bankruptcy code.


MAUI INTERIORS: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Maui Interiors, Ltd.
        P.O. Box 2278
        Wailuku, HI 96733

Bankruptcy Case No.: 12-00486

Chapter 11 Petition Date: March 7, 2012

Court: United States Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Ramon J. Ferrer, Esq.
                  LAW OFFICE OF RAMON J. FERRER
                  135 S. Wakea Ave., Suite 204
                  Kahului, HI 96732
                  Tel: (808) 891-1414
                  Fax: (808) 877-3682
                  E-mail: ramonlawfirm@hotmail.com

Estimated Assets: $0 to $50,000

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/hib12-00486.pdf

The petition was signed by Dutch H. Akana, president.


MELANIE SQUARE: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Phil Wright at East Oregonian reports that Neal Jones of Arizona,
which owns Melanie Square Limited Liability Co., filed on March 7,
2012, for bankruptcy protection in Portland, Oregon.  This is the
Company's second Chapter 11 filing in three years.

Melanie Square is a 7-acre commercial property in Pendleton,
Portland, that is home to Rite Aid, a bowling alley and other
businesses.

According to the report, Mr. Jones said the Company sought Chapter
11 to renegotiate repayment of a $4.1 million loan to Farmers
Insurance Group Federal Credit Union, Melanie Square's primary
lender.

Gilbert, Arizona-based Melanie Square first filed for Chapter 11
protection in September 2009 (Bankr. D. Ore. Case No. 09-37458).
Judge Elizabeth L. Perris presided over the 2009 case.  James Ray
Streinz, Esq., represented the Debtor.  The Debtor estimated
between $1 million and $10 million in assets and debts.


MELANIE SQUARE: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Melanie Square, LLC
        3338 East Vallejo Court
        Gilbert, AZ 85298

Bankruptcy Case No.: 12-31534

Chapter 11 Petition Date: March 7, 2012

Court: United States Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Tara J. Schleicher, Esq.
                  FARLEIGH WADA WITT
                  121 SW Morrison St #600
                  Portland, OR 97204
                  Tel: (503) 228-6044
                  E-mail: tschleicher@fwwlaw.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/orb12-31534.pdf

The petition was signed by Neal Jones, managing member.


MOHAWK INDUSTRIES: Moody's Affirms 'Ba1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service revised Mohawk Industries, Inc.'s rating
outlook to positive from stable due to the expectation that
Mohawk's operating performance, credit metrics and credit profile
will continue improving in the near to mid-term. All ratings
(including the Ba1 Corporate Family Rating) were affirmed.

"We expect Mohawk to continue to pass through price increases in
line with other floor covering companies," said Kevin Cassidy,
Senior Credit Officer at Moody's Investors Service. "This, coupled
with volume expansion should result in revenue increases of around
three to five percent this year," he noted. Margins are expected
to be soft in the first half of 2012, but improve in the second
half.

The following ratings were affirmed/LGD assessments revised:

Corporate Family Rating at Ba1;

Probability of Default Rating at Ba1;

$400 million ($336 million outstanding) 7.20% senior unsecured
notes due April 15, 2012 at Ba2 (LGD 5, 83% from 71%);

$900 million 6.125% senior unsecured notes due 2016 at Ba2 (LGD
5, 83% from 71%);

Speculative Grade Liquidity rating at SGL-1

Ratings Rationale

The Ba1 Corporate Family Rating reflects Mohawk's leading market
share in floor covering (carpet, floor tiling and laminate),
strong cash flow and its generally conservative financial
policies. The Corporate Family Rating also reflects the size of
the company with more than $5.6 billion of revenue and significant
geographic diversification throughout the U.S. and in Europe,
Mexico and China. Mohawk management has been focused in recent
years on reducing expenses in order to make its cost structure
more efficient, which helps it offset high raw material prices.
Moody's expects revenue to modestly increase in 2012 due to
promising signs in the macro economy and demand expansion in both
the commercial and residential market. The rating is constrained
by uncertain US housing market trends and by the reluctance of
consumers to pay higher prices, especially when gas prices are
increasing rapidly. Nonetheless, Moody's believes Mohawk's credit
metrics will improve in 2012 as demand increases, operations
remain efficient, and debt is reduced.

The positive outlook reflects Moody's belief that that residential
and commercial floor covering demand will continue improving over
the near to medium term, helping Mowhawks' financial performance.
Further debt repayment and credit metric improvement are
considered in the outlook.

The rating could be upgraded if residential and commercial demand
keeps improving and the macro economy continues to stabilize.
Certain credit metrics also need to improve. For example,
debt/EBITDA needs to approach 2.5 times (currently 2.9 times) and
EBITA margins need to approach double digits (currently 8.1%). For
the debt/ EBITDA upgrade threshold to be met, EBITDA needs to
increase by about $135 million or debt needs to decrease by around
$335 million.

The rating could be downgraded if discretionary consumer spending
resumes a rapid and significant decline, which Moody's does not
expect, or operating performance otherwise weakens. Key credit
metrics which could drive a downgrade would be debt/EBITDA
sustained above 4 times, retained cash flow to net debt falling to
the low to mid teens (currently about 30%) for a sustained period,
or EBITA margins in the low single digits. A rapid deterioration
in liquidity or adoption of a more aggressive financial policy
could also trigger a downgrade. In order for the debt/EBITDA to
rise above 4 times, EBITDA would need to decrease by about $200
million or debt increase by approximately $800 million.

The principal methodologies used in this rating were Global
Consumer Durables published in October 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Headquartered in Calhoun, Georgia, Mohawk Industries is a leading
producer of floor covering products for residential and commercial
applications in the U.S. Mohawk products includes brands such as
Mohawk, Unilin, Karastan, Ralph Lauren, Lees, Bigelow, Dal-Tile
and American Olean. Revenue for the year ended December 31, 2011,
approximated $5.6 billion.


MONTANA ELECTRIC: Rejects Great Falls City's Request for Rate Cut
-----------------------------------------------------------------
Richard Ecke at Tribune reports that an attorney for Southern
Montana Electric Generation and Transmission Cooperative Inc. has
rejected a request from the city of Great Falls for a rate cut.

According to the report, John Parks of Denver, attorney for
appointed trustee Lee Freeman, told the city's legal team in an
e-mail the money is needed elsewhere.  Mr. Parks said Mr. Freeman
will use the money to cover administrative costs and later might
use it to pay down the co-op's substantial debts.

The report relates Mr. Parks told the city's lawyers Mr. Freeman
does not need the city's permission to buy power for the coop's
members.  He added Mr. Freeman plans to ask the federal bankruptcy
court to reject the PPL contract.  However, PPL can still file a
claim for damages with the court for the loss of the contract.
Mr. Parks said the talks with PPL are confidential, adding it is
too early to say how the PPL talks will affect the city.

The report notes the city of Great Falls' Electric City Power arm
stood about $5.4 million in the red at the end of January, and the
city's losses could grow depending on how the bankruptcy case
turns out.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Montana Electric filed for Chapter 11 bankruptcy (Bankr. D. Mont.
Case No. 11-62031) on Oct. 21, 2011.  Montana Electric estimated
assets of $100 million to $500 million and estimated debts of
$100 million to $500 million.  Timothy Gregori signed the petition
as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.  In December 2011,
Montana Electric also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

Also in December 2011, Lee A. Freeman was appointed as Chapter 11
trustee.  After filing for reorganization in October, the co-op
agreed to a request for appointment of a Chapter 11 trustee.  Mr.
Freeman retained Horowitz & Burnett, P.C., as his counsel and
Waller & Womack, P.C., as local counsel.

The United States Trustee for Region 18 has appointed an Official
Committee of Unsecured Creditors in the case.


MT. ZION: Court Okays Cash Collateral Use Until May 1
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has granted Mt. Zion Limited Partnership's request for
authorization to use cash collateral until May 1, 2012.

The Debtor will use cash collateral to fund its Chapter 11 case,
pay suppliers and other parties.

As reported by the Troubled Company Reporter on May 6, 2010, PNC
Bank, National Association, asserts a senior position mortgage
lien and claim against the Debtor's residential apartment project
in Florence, Kentucky, known as Woodspring Apartments, which
purportedly secures a mortgage indebtedness of approximately
$28,850,000.  The bank also asserts a security interest in and
lien upon the rents being generated at the property.

The Debtor is authorized to grant certain liens and provide
adequate protection and other relief to PNC Bank.

                About Mt. Zion Limited Partnership

Lake Forest, Illinois-based Mt. Zion Limited Partnership owns and
operates a residential apartment project located in Florence,
Kentucky, known as Woodspring Apartments.  The Company filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 10-18075) on
April 23, 2010.  David K. Welch, Esq., at Crane Heyman Simon
Welch & Clar, assists the Debtor in its restructuring effort.
The Company estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


MUELLER WATER: Moody's Says U.S. Pipe Sale No Impact on 'B3' CFR
----------------------------------------------------------------
Moody's Investors Service commented that Mueller's announcement
that it was divesting U.S. Pipe has no immediate impact on the
company's B3 corporate family rating, SGL-2 speculative grade
liquidity assessment, or stable ratings outlook.

The principal methodology used in rating Mueller was the Global
Manufacturing Industry Methodology, published December 2010. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

Headquartered in Atlanta, Georgia, Mueller Water Products, Inc.
manufacturers and markets products and services that are used in
the transmission, distribution , and measurement of drinking water
and in water treatment facilities. Revenues for the trailing 12
months ended December 31, 2011, including those of the to-be-
divested operations, were $1.36 billion.


NEBRASKA BOOK: Files New Plan Cutting Out Subordinated Debt
-----------------------------------------------------------
Nebraska Book Co. filed a revised Chapter 11 reorganization plan
to take the place of the prepackaged plan the company was unable
to finance.

The Debtor did not move forward with the original iteration of the
prepackaged plan because it failed to obtain the required $250
million in outside financing.  The plan would have paid off first-
and second-lien debt in full while giving the new stock mostly to
subordinated noteholders of the operating company and holders of
notes issued by the holding company.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the new plan provides for these terms:

    * Holders of the existing $200 million in second lien debt
      will receive new stock plus a new $100 million second-lien
      note.  Second lien noteholders are projected to recover 81%

    * Noteholders will backstop a new $80 million term loan to
      finance the plan.

    * Holders of $175 million in 8.625 percent subordinated notes
      will receive warrants for 5 percent of the new stock with an
      exercise priced based on a $100 million equity valuation.
      Subordinated noteholders can have warrants for another 5
      percent of the new equity based on a $150 million equity
      valuation.  The projected recovery on the subordinated notes
      is 1.5 percent.

    * General unsecured creditors are offered 1.5 percent in cash.

    * Existing shareholders and holders of $77 million in notes
      issued by the holding company are to receive nothing.

The bankruptcy court scheduled an April 13 hearing to approve the
disclosure statement explaining the plan.  There will be a hearing
on March 22 to approve the agreement.

                        About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.


NORTH EAST TRANSFER: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Citizensvoice.com reports that North East Transfer Inc., which
operates a trucking company, has filed for Chapter 11 protection
in U.S. Bankruptcy Court for the Middle District of Pennsylvania.
The company did not file an itemized financial report, but
estimates assets at $100,000 to $500,000 and liabilities of
$500,000 to $1 million.

The report notes that North East filed for Chapter 11 protection
in July 2010, but the case was dismissed in February 2011 on the
objections of creditors.


NRG ENERGY: Moody's Issues Summary Credit Opinion
-------------------------------------------------
Moody's Investors Service issued a summary credit opinion on NRG
Energy, Inc. and includes certain regulatory disclosures regarding
its ratings. This release does not constitute any change in
Moody's ratings or rating rationale for NRG Energy, Inc..

Moody's current ratings on NRG Energy, Inc. are:

LT Corporate Family Ratings domestic currency ratings of Ba3

Senior Secured Bank Credit Facility domestic currency ratings of
Baa3

Senior Unsecured domestic currency ratings of B1

Speculative Grade Liquidity Rating ratings of SGL-1

LGD Senior Secured Bank Credit Facility domestic currency ratings
of 11 - LGD2

LGD Senior Unsecured domestic currency ratings of 67 - LGD4

Probability of Default ratings of Ba3

Ratings Rationale

NRG's Ba3 Corporate Family Rating (CFR) reflects the relatively
strong historical credit metrics based upon margins that are
underpinned by various intermediate term hedges or contracts. For
the last three fiscal years, Moody's calculates the ratio of CFO
pre-W/C (cash flow) to debt averaged 20%, cash flow coverage of
interest expense averaged 3.8x, and the ratio of free cash flow to
debt averaged nearly 10%. While these historical financial metrics
strongly position NRG in the "Ba" rating category, Moody's
anticipates these cash flow credit metrics will weaken as the
existing hedges expire and are replaced with lower margin
arrangements, and as growth and maintenance capital requirements
for the corporation increase substantially over the next few
years. Moody's anticipates that consolidated credit metrics will
weaken materially from historical levels given the substantial
increase in debt that will occur to fund much of this growth
capital investment in solar generation. Moody's fully expects the
company's consolidated credit metrics to return to levels
consistent with a Ba CFR by 2014 when the company's three largest
solar investments are completed. To that end, the rating
acknowledges the view that when these investments are completed,
long-term cash flow predictability should be enhanced and gradual
debt reduction should occur through the amortization of principal
that is expected to be incorporated in the financing documents.

Rating Outlook

The stable rating outlook reflects Moody's expectation that the
company will be able to manage reasonably well through the down
commodity cycle with internal funds being able to satisfy required
maintenance and environmental related capital requirements in most
years. The stable rating outlook recognizes that while
consolidated credit metrics over the next three years will weaken
due to solar related investments, consolidated financial
performance should bounce back beginning in 2014 with the
completion of the largest projects. The stable rating outlook
further anticipates that the company will maintain a fairly
balanced capital allocation program even with the anticipated
flexibility that will be gained from the expected termination of
the indenture following the refinancing of the company's 2016 and
2017 senior unsecured bonds along with modifications to the
company's credit facilities.

What Could Change the Rating - Up

In light of the substantial capital investment program being
pursued by the company and the continued weak market for
unregulated power in most regions, limited prospects exist for the
ratings to be upgraded in the near-term. However, to the extent
that management is able to complete construction of numerous solar
project investments on a timely basis and unregulated power
margins show modest levels of improvement, the ratings could be
upgraded, given the high degree of cash flow certainty that the
solar investments are expected to represent for the company.

What Could Change the Rating - Down

The rating could be downgraded should material problems surface
with the company's growth strategies, if weaker than expected
market conditions persist for several years across NRG's
generation fleet or if the company moves substantially away from a
balanced capital allocation program given the flexibility that
will surface due to the anticipated termination of and
modification to various financing documents.

The methodologies used in this rating were Unregulated Utilities
and Power Companies published in August 2009, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.


NUTRA PHARMA: Board OKs Bruno Sartori as Chief Financial Officer
----------------------------------------------------------------
Nutra Pharma Corp.'s Board of Directors unanimously approved the
appointment of Bruno Sartori as the Company's Chief Financial
Officer.

Mr. Sartori is 56 years of age.  From August 2010 to March 6,
2012, Mr. Sartori acted as the Company's full-time consultant
regarding accounting matters.  From April 1995 to November 2005
and from January 2008 to July 2010, Mr. Sartori operated his own
accounting practice.  From December 2005 to December 2007, Mr.
Sartori was the Chief Financial Officer of Trend USA, Ltd and
affiliates, a subsidiary of Trend Group, S.P.A, an international
manufacturer, seller and distributor of agglomerates, glass
mosaics and tiles.  Mr. Sartori has a total of 27 years of
accounting experience and has been licensed as a Certified Public
Accountant in Florida since October 1985.  In May 1983, Mr.
Sartori graduated from Florida Atlantic University with an
accounting degree.

                         About Nutra Pharma

Coral Springs, Florida-based Nutra Pharma Corp. is a holding
company that owns intellectual property and operations in the
biotechnology industry.  Nutra Pharma incorporated under the laws
of the state of California on Feb. 1, 2000, under the original
name of Exotic-Bird.com.

Through its wholly-owned subsidiaries, ReceptoPharm, Inc., and
Designer Diagnostics, Inc., the Company conducts drug discovery
research and development activities.  In October 2009, the Company
launched its first consumer product called Cobroxin, an over-the-
counter pain reliever designed to treat moderate to severe chronic
pain.  In May 2010, the Company launched its second consumer
product called Nyloxin, an over-the-counter pain reliever that is
a stronger version of Cobroxin and is designed to treat severe
chronic pain.

The Company reported a net loss of $1.9 million for the nine
months ended Sept. 30, 2011, compared with a net loss of $2.3
million for the same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed $1.5 million
in total assets, $3.9 million in total liabilities, and a
stockholders' deficit of $2.4 million.

Kingery & Crouse, P.A., in Tampa, Florida, expressed substantial
doubt about Nutra Pharma's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has no cash as of Dec. 31, 2010, has
suffered recurring losses from operations and has ongoing
requirements for additional capital investment.


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

Moody's current ratings on NV Energy Inc. and its affiliates are:

Senior Unsecured domestic currency ratings of Ba2

LT Issuer Rating ratings of Ba2

Senior Unsec. Shelf domestic currency ratings of (P)Ba2

Subordinate Shelf domestic currency ratings of (P)Ba3

Nevada Power Company

First Mortgage Bonds domestic currency ratings of Baa2

Senior Secured domestic currency ratings of Baa2

LT Issuer Rating ratings of Ba1

Senior Secured Shelf domestic currency ratings of (P)Baa2

Senior Unsec. Shelf domestic currency ratings of (P)Ba1

Pref. Shelf domestic currency ratings of (P)Ba2

Backed First Mortgage Bonds domestic currency ratings of A3/Baa2

Underlying First Mortgage Bonds domestic currency ratings of Baa2

Sierra Pacific Power Company

First Mortgage Bonds domestic currency ratings of Baa2

LT Issuer Rating ratings of Ba1

Senior Secured Shelf domestic currency ratings of (P)Baa2

Senior Unsec. Shelf domestic currency ratings of (P)Ba1

Pref. Shelf domestic currency ratings of (P)Ba2

Backed First Mortgage Bonds domestic currency ratings of Baa2

Underlying First Mortgage Bonds domestic currency ratings of Baa2

Ratings Rationale

NVE's Ba2 rating reflects its position as the parent holding
company of two Nevada based regulated electric utilities that form
the core of the enterprise cash flow generation. There is a
moderate amount of debt (approximately $507 million, or 10% of
total consolidated debt of the company) at the NVE level that is
serviced solely by upstreamed dividends from its subsidiaries. In
addition, there is no up-stream guarantee afforded to this debt
and as such, Moody's currently maintains a one-notch differential
between the unsecured rating of NVE and that of its subsidiaries.

The recent upgrade for all levels of the NVE corporate family, was
reflective of a number of considerations including notable
improvement in credit metrics across, successful construction of
new owned generation facilities, bourgeoning stabilization of the
Nevada economy, and continued maintenance of good internal and
external liquidity. This trend of sound financial performance has
been helped by credit supportive decisions from the PUCN and
effective cost controls.

Past rating concerns including weak consolidated credit metrics at
NVE, material reliance on purchased power and a previously sizable
construction plan have, to some extent, moderated. In terms of
credit metrics the utility subsidiaries, NPC and SPPC, currently
exhibit a low-mid range "Baa" profile while NVE is just marginally
investment-grade, reporting CFO (pre w/c) to debt of 14.7% in
2010; however, included in these calculations is cash flow "over-
recovered" from customers in 2009-2010 as energy prices were
falling; a situation that Moody's expects to partially reverse in
2011-2012. Although this volatility in cash flows is expected to
be carefully managed it will remain a key focus of the rating
agency going forward.

Rating Outlook

NVE's rating outlook is stable, reflecting a reasonable historical
financial profile, helped by a more supportive relationship with
the PUCN and effective cost controls. The stable outlook is also
premised on continuation of a conservative strategy to fund any
new external financing needs that may arise within the family.

What Could Change the Rating - Up

Strength in the performance of its subsidiaries that results in
NVE achieving consolidated CFO (pre w/c) coverage of interest and
debt metrics above 3x and 12%, respectively, on a sustainable
basis, could have positive effects on the outlook or ratings.

What Could Change the Rating - Down

Although unlikely at this time, downward rating pressure would be
introduced if there is an unexpected and material new debt
issuance at NVE or the company diverges from its past practice of
issuing common equity to balance any new utility debt issues.
Also, a return to a more contentious regulatory environment would
be viewed negatively, especially if such an environment were to
result in lower key credit metrics (e.g., if CFO (pre w/c) to debt
and CFO (pre w/c) interest coverage ratios falling below 10% and
2.5x, respectively, for an extended period).

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


OPA HOSPITALITY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: OPA Hospitality, Inc.
        125 Airtex Drive
        Houston, TX 77090

Bankruptcy Case No.: 12-31819

Chapter 11 Petition Date: March 6, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

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

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

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

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

The petition was signed by Upendra Patel, president.


PANELTECH INTERNATIONAL: Seeks Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
KXRO Newsradio reports that Paneltech International Holdings Inc.
and Paneltech Products Inc. have filed separate Chapter 11
petitions.

Documents received by KXRO and signed by the Paneltech Board of
Directors indicate that $2.8 million are being owed to creditors,
including $700,000 to Anchor Bank and $3500,000 in a disputed
claim to Starbucks.

KXRO reports that the Paneltech Board of Directors voted on the
filing in a special meeting on March 6 and stated that filing
Chapter 11 is "in the best interest for the Company."

KXRO says CEO Leroy Nott and CFO Scott Olmstead were unavailable
for comment.

Paneltech -- http://paneltechintl.com/-- makes life protection
and green composite materials.


PANELTECH INT'L: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Paneltech International Holdings, Inc.
        fka Charleston Basics, Inc.
        2999 John Stevens Way
        Hoquiam, WA 98550

Bankruptcy Case No.: 12-41476

Chapter 11 Petition Date: March 7, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Brian D. Lynch

Debtor's Counsel: Amit D. Ranade, Esq.
                  HILLIS CLARK MARTIN & PETERSON P.S.
                  1221 2nd Ave Ste 500
                  Seattle, WA 98101
                  Tel: (206) 623-1745
                  E-mail: adr@hcmp.com

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

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

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Paneltech Products, Inc.               12-41477   03/07/2012
   Assets: $1,000,001 to $10,000,000
   Debts: $1,000,001 to $10,000,000

The petitions were signed by Leroy Nott, president and CEO.

A list of Paneltech International's two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/wawb12-41476.pdf

A list of Paneltech Products' 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wawb12-41477.pdf


PARK PLASTICS: Has Until July 19 to File Chapter 11 Plan
--------------------------------------------------------
Michael Lauzon at Plastic News reports that PLS Inc., dba Park
Plastics Products, has until July 19 to file a Chapter 11 plan of
reorganization.

The report notes that a hearing will be held in court for the
Northern District of Indiana on March 19 for the use of cash
collateral to continue operating the business.

According to the report, the Company's first meeting of creditors
will be held March 21.  Non-governmental creditors are to provide
proof of claim by June 19.  Court records state PLS has debt
between $1 million and $10 million and assets between $100,001 and
$500,000.  PLS stated in its court filing that it expects funds
will be available to unsecured creditors.

Based in Fort Wayne, Indiana, PLS Inc., dba Park Plastic Products,
filed for Chapter 11 protection on Feb. 22, 2012 (Bankr. N.D. Ind.
Case No. 12-10409).  Judge Robert E. Grant presides over the case.
Daniel J. Skekloff, Esq., Sarah Mustard Heil, Esq., and Scot T.
Skekloff, Esq., at Skekloff, Adelsperger & Kleven, LLP, represent
the Debtor.  The Debtor estimated between $100,000 and $500,000 in
assets, and between $1 million and $10 million in debts.


PEMBROOK PINES: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Pembrook Pines Mass Media, N.A., Corp.
        dba WVIN-FM
        dba WABH-AM
        dba WQRW-FM
        1705 Lake Street
        Elmira, NY 14901

Bankruptcy Case No.: 12-20379

Chapter 11 Petition Date: March 8, 2012

Court: United States Bankruptcy Court
       Western District of New York (Rochester)

Judge: Michael J. Kaplan

Debtor's Counsel: Camille W. Hill, Esq.
                  BOND, SCHOENECK & KING, PLLC
                  One Lincoln Center
                  Syracuse, NY 13202-1355
                  Tel: (315) 218-8627
                  E-mail: chill@bsk.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 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nywb12-20379.pdf

The petition was signed by Robert J. Pfuntner, president and CEO.


PENTAIR INC: Moody's Withdraws 'Ba1' Sr. Unsecured Issuer Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the Baa3 senior unsecured debt
rating of Pentair Inc.  The company's rating outlook remains
stable. Moody's has also affirmed and withdrawn Pentair's Ba1
senior unsecured issuer rating.

Ratings Rationale

Moody's has withdrawn the rating for its own business reasons.

Pentair's Baa3 debt rating favorably captures the company's strong
market positions in both its Water (pumps, filters and pool
equipment) and Technical Products (enclosures and thermal
management) groups. As well, the company has a global footprint,
several leading brands, and good amount of recurring replacement
revenues. These attributes help produce consistently strong levels
of free cash flow, which the company has historically used to help
fund periodic acquisitions and subsequent deleveraging. Key rating
constraints include the company's willingness to temporarily
increase balance sheet leverage to fund acquisitions coupled with
its meaningful exposure to cyclical end markets, formidable
competition and volatile commodity prices. Following the
acquisition of Clean Process Technologies ("CPT") in May 2011,
Pentair's financial leverage remains elevated for the Baa3 rating
category (adjusted Debt/ EBITDA of 3.3x), but Moody's expects
earnings growth and debt reduction from free cash flow generation
will reduce this metric towards 2.5x within the next 12 to 18
months.

The stable ratings outlook incorporates Moody's expectation that
Pentair will continue to direct its free cash flow to debt
reduction in order to restore its financial strength following the
debt-financed acquisition of CPT.

For Pentair's rating to move higher the company would need to
sustain its EBITA margin towards 13%, Free Cash Flow to Debt of
greater than 15% and Debt/EBITDA below 2.5x. Downward ratings
movement could occur should Pentair sustain its EBITA margins
below 11%, Free Cash Flow to Debt below 10% and Debt/EBITDA above
3x.

The principal methodology used in rating Pentair Inc. was the
Global Manufacturing Industry Methodology published in December
2010.

Headquartered in Minneapolis, Minnesota, Pentair is a global
leader in pumps (flow), filtration and pool equipment. Pentair
also manufactures enclosures that protect sensitive controls,
components, and thermal management products. Revenues in 2011
totaled $3.5 billion.


PETROQUEST ENERGY: S&P Gives B Corp. Credit Rating, Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Lafayette, La.-based PetroQuest Energy Inc.'s senior unsecured
notes to '3' from '4', indicating its expectation of meaningful
(50% to 70%) recovery in the event of a payment default. The 'B'
issue rating on the senior unsecured notes remains unchanged.

"The improved recovery expectation reflects a review of
PetroQuest's Dec. 31, 2011, PV-10 value run at our recovery price
assumptions of $45 per barrel West Texas Intermediate crude oil
and $4 per mmBtu natural gas," said Standard & Poor's credit
analyst Paul Harvey.

"The corporate credit rating and stable outlook on exploration and
production company PetroQuest Energy Inc. reflects our view of its
'vulnerable' business risk and 'aggressive' financial risk, as our
criteria define these terms. The ratings incorporate PetroQuest
Energy's participation in the highly cyclical, capital-intensive
oil and natural gas exploration and production (E&P) industry, its
limited scale of operations, and its meaningful exposure to weak
natural gas prices. Our ratings on PetroQuest also reflect our
current expectation that the company would not materially outspend
cash flows, resulting in low debt leverage for the rating category
and 'adequate' near-term liquidity," S&P said.

Ratings List
PetroQuest Energy Inc.
Corporate credit rating               B/Stable/--

                                      To               From
Issue Rating Unchanged; Revised Recovery Rating
Senior unsecured debt                B                B
  Recovery rating                     3                4


PFF BANCORP: Sets April 25 Plan Confirmation Hearing
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that PFF Bancorp Inc. will have a confirmation hearing on
April 25 for approval of the reorganization plan after the
bankruptcy judge approved the explanatory disclosure statement on
March 8.

As reported in the Troubled Company Reporter on Feb. 16, 2012, PFF
Bancorp Inc. filed a proposed Chapter 11 plan of liquidation
on Feb. 8.  The plan is based in part on a settlement with the
Federal Deposit Insurance Corp. where PFF will retain $18.6
million in tax refunds.  Pension Benefit Guaranty Corp. will
recover 45 percent on its claims while general unsecured creditors
might see 11 percent, according to the disclosure statement
explaining the plan.  Holders of trust-preferred securities are in
for a payday worth less than 1 percent.

                         About PFF Bancorp

PFF Bancorp Inc. -- http://www.pffbank.com/-- was a non-
diversified unitary savings and loan holding company within the
meaning of the Home Owners' Loan Act with headquarters formerly
located in Rancho Cucamonga, California.  Bancorp is the direct
parent of each of the remaining Debtors.

Prior to filing for bankruptcy, Bancorp was also the direct parent
of PFF Bank & Trust, a federally chartered savings institution,
and said bank's subsidiaries.  PFF Bank & Trust was taken over by
regulators in November 2008, with the deposits transferred by the
Federal Deposit Insurance Corp. to U.S. Bank NA.

PFF Bancorp Inc. and its affiliates sought Chapter 11 protection
on Dec. 5, 2008 (Bankr. D. Del. Case No. 08-13127 to
08-13131).  Chun I. Jang, Esq., and Paul N. Heath, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy
counsel.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims agent.  Jason W. Salib, Esq., at Blank Rome LLP, represents
the official committee of unsecured creditors as counsel.


PPL CORPORATION: Moody's Issues Summary Credit Opinion
------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on PPL
Corporation and includes certain regulatory disclosures regarding
its ratings. This release does not constitute any change in
Moody's ratings or rating rationale for PPL Corporation and its
affiliates.

Moody's current ratings on PPL Corporation and its affiliates are:

LT Issuer Rating domestic currency ratings of Baa3

PPL Electric Utilities Corporation

First Mortgage Bonds domestic currency ratings of A3

Senior Secured domestic currency ratings of A3

Senior Unsecured Bank Credit Facility domestic currency ratings
of Baa2

LT Issuer Rating ratings of Baa2

Preference stock domestic currency ratings of Ba1

Senior Secured Shelf domestic currency ratings of (P)A3

Pref. Shelf domestic currency ratings of (P)Ba1

Preference Shelf domestic currency ratings of (P)Ba1

Commercial Paper domestic currency ratings of P-2

BACKED Senior Secured domestic currency ratings of A3

Underlying Senior Secured domestic currency ratings of A3

LG&E and KU Energy LLC

Senior Unsecured domestic currency ratings of Baa2

LT Issuer Rating ratings of Baa2

Kentucky Utilities Co.

First Mortgage Bonds domestic currency ratings of A2

Senior Unsecured Bank Credit Facility domestic currency ratings
of Baa1

LT Issuer Rating ratings of Baa1

Commercial Paper domestic currency ratings of P-2

Louisville Gas & Electric Company

First Mortgage Bonds domestic currency ratings of A2

Senior Unsecured Bank Credit Facility domestic currency ratings
of Baa1

LT Issuer Rating ratings of Baa1

Commercial Paper domestic currency ratings of P-2

PPL Capital Funding, Inc.

BACKED Senior Unsecured domestic currency ratings of Baa3

BACKED Junior Subordinate domestic currency ratings of Ba1

BACKED Senior Unsec. Shelf domestic currency ratings of (P)Baa3

BACKED Subordinate Shelf domestic currency ratings of (P)Ba1

PPL Energy Supply, LLC

Senior Unsecured domestic currency ratings of Baa2

Senior Unsecured Bank Credit Facility domestic currency ratings
of Baa2

Senior Unsec. Shelf domestic currency ratings of (P)Baa2

Commercial Paper domestic currency ratings of P-2

Ratings Rationale

PPL's rating is reflective of the consolidated credit profile
which has been transformed to a more diversified, more rate
regulated platform from a largely commodity driven, more
regionally focused operation. Moody's estimates that at least 70%
of consolidated results will be provided by predictable, rate
regulated businesses from three different jurisdictions, several
of which have an above-average regulatory profile. To that end,
the rating incorporates the reduced reliance that PPL will have on
earnings and dividends derived from its unregulated, commodity
business. The rating recognizes the growing importance that the
company's Kentucky operations will have on future results which
include plans to make substantial environmental capital
investments. Moody's observes that the transition to market rates
in Pennsylvania has been completed for all of the state's electric
utilities, and that the company's focus is centered on
infrastructure investment, through the replacement of an aging
transmission and distribution system coupled with new transmission
and smart grid investments.

Rating Outlook

The stable outlook for PPL reflects Moody's view that with the
completion of the LKE and PPL WEM acquisitions, PPL's credit
quality has been fortified through the reduction in overall
business risk. The stable outlook further reflects Moody's view
that the company's position as owner of low-cost, strategically
placed, primarily base-load generating assets will remain
unchanged in the markets that it operates, even though these
assets' cash flow generating capacity is expected to be lower over
the next several years. While Moody's anticipates PPL's management
to manage through this down cycle at PPL Supply by reducing this
subsidiary's debt, to the extent that Moody's were to take a
negative rating action at PPL Supply given its relatively weak
position in its rating category, the probability of a similar
rating action occurring at PPL or one of its other subsidiaries
has been greatly reduced, given the risk profile transformation
that has occurred from the LKE and PPL WEM acquisitions.

What Could Change the Rating - Up

While Moody's views these acquisitions as transforming events
which could form the basis for positive rating momentum at PPL,
the prospects for the company to be upgraded in the near -term
remain somewhat limited in light of the execution risks in
integrating these two large acquisitions at the same time coupled
with some of the market-based issues currently facing the
company's unregulated business. However, to the extent that the
integration process at both LKE and PPL WEM meets the company's
expectation and PPL continues to take actions to lower overall
enterprise risk and leverage over time, PPL's rating could be
upgraded.

What Could Change the Rating - Down

Conversely, the prospects for downward rating action in the
intermediate term are very limited, as Moody's views PPL as being
strongly positioned at the current rating category and fairly
resilient to withstand downward pressure in the family given the
diversified set of rate regulated operations at the company and
the reduced exposure to the commodity business.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


PRECISION OPTICS: Austin Marxe Equity Stake Down to 39.7%
---------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Austin W. Marxe and David M. Greenhouse
disclosed that, as of Feb. 29, 2012, they beneficially own 610,401
shares of common stock of Precision Optics, Corp., representing
39.7% of the shares outstanding.  As previously reported by the
TCR on Jan. 13, 2012, the Reporting Persons reported beneficial
ownership of 1,074,401 common shares or 53.7% equity stake.  A
copy of the amended filing is available for free at:

                        http://is.gd/KHW4fE

                       About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company reported a net loss of $1.05 million for the fiscal
year ended June 30, 2011, compared with a net loss of $660,882 in
the preceding year.

Precision Optics' balance sheet at Dec. 31, 2011, showed $1.67
million in total assets, $501,023 in total liabilities, all
current, and $1.17 million in total stockholders' equity.

As reported in the TCR on Sept. 27, 2010, Stowe & Degon LLC, in
Westborough, Mass., expressed substantial doubt about Precision
Optics' ability to continue as a going concern, following the
Company's results for the fiscal year ended June 30, 2010.  The
independent auditors noted that the Company has suffered recurring
net losses and negative cash flows from operations.




PUGET SOUND: Moody's Issues Summary Credit Opinion
--------------------------------------------------
Moody's Investors Service issued a summary credit opinion on Puget
Sound Energy, Inc. and includes certain regulatory disclosures
regarding its ratings. This release does not constitute any change
in Moody's ratings or rating rationale for Puget Sound Energy,
Inc.

Moody's current ratings on Puget Sound Energy, Inc. are:

First Mortgage Bonds domestic currency ratings of A3

Senior Secured domestic currency ratings of A3

Senior Unsecured Bank Credit Facility domestic currency ratings
of Baa2

LT Issuer Rating domestic currency ratings of Baa2

Senior Secured Shelf domestic currency ratings of (P)A3

Senior Unsec. Shelf domestic currency ratings of (P)Baa2

Commercial Paper domestic currency ratings of P-2

Backed First Mortgage Bonds domestic currency ratings of A3

BACKED Senior Secured domestic currency ratings of A3

BACKED Junior Subordinate domestic currency ratings of Baa3

Underlying Senior Secured domestic currency ratings of A3

Ratings Rationale

Underpinning Puget Energy's rating is the ownership of its
operating subsidiary Puget Sound Energy. PSE's Baa2 senior
unsecured rating reflects its relatively low risk utility
operations, collaborative regulatory relationships and recent
credit supportive rate case outcomes, efficient handling of
electric and gas supply needs, solid credit metrics, and access to
its own committed bank credit facilities plus indirect access to
the parent's committed capital expenditure facility to supplement
internal cash flow. PSE's primary near-term challenge includes
Moody's expectations for considerable negative free cash flow
through 2011 given capital spending plans. Careful management of
its significant power and gas supply contracts will continue to be
a longer-term rating consideration.

At two notches down from PSE's Baa2, PE's Ba1 senior unsecured
issuer rating reflects a wider than typical one-notching down of a
corporate parent due to structural subordination. This is due to
Moody's view of the the increased financial risk as almost $1.5
billion of standalone debt now exists following the February 2009
ownership change (approximately 25% of consolidated debt at
December 31, 2010 was borrowed at the PE holding company level).
The wider notching also considers the weaker consolidated cash
flow metrics and the ring-fence-like mechanisms in place to
protect investors at the PSE level, which could potentially limit
the upstream of distributions to service the standalone parent
debt.

Rating Outlook

Puget Energy's rating outlook is stable, reflecting Moody's view
that prospective improvement in operating results at PSE could
improve the credit profile of PE, absent a dividend policy that is
not consistent with maintaining a near-investment grade capital
structure.

What Could Change the Rating - Up

Given the recent rating action, and capital program at the
utility, an upgrade in the near-term is unlikely. However, the
ability to report consolidated CFO (pre w/c) plus interest to
interest and consolidated CFO (pre w/c) to debt above 3.0x, and
the mid-teens range, respectively, on a sustainable basis could
provide impetus for positive rating action.

What Could Change the Rating - Down

Any aggressive debt-funded dividends could lead to a downgrade,
especially if there is any unexpected decline in the WUTC's
supportiveness. Moreover, shortfalls in consolidated financial
performance that reduce consolidated CFO (pre-w/c) plus interest
to interest and consolidated CFO (pre w/c) to debt well below 3.0x
and 10%, respectively, for an extended period of time, could lead
to a downgrade.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


QUALITY DISTRIBUTION: Prices 5MM Shares Offering at $13 Apiece
--------------------------------------------------------------
Quality Distribution, Inc.'s previously announced underwritten
public offering of 5,000,000 shares of its common stock, of which
Quality is offering for sale 2,500,000 shares and certain
affiliates of Apollo Management, L.P., are offering for resale
2,500,000 shares, was priced at $13.00 per share.  Apollo has
granted the underwriters of the common stock offering an option to
purchase up to 750,000 additional shares of common stock.  Quality
intends to use the net proceeds from the sale of shares in this
offering for general corporate purposes, including potential
acquisitions.  Quality may also elect to redeem a portion of its
second-priority senior secured notes due 2018.  Pending such use
of proceeds, Quality will reduce the amounts owing under its ABL
facility.  Quality will not receive any proceeds from the sale of
the shares by the selling stockholders in this offering.  The
offering is expected to be consummated on March 13, 2012, subject
to certain customary conditions.

The offering is being made pursuant to Quality's registration
statement on Form S-3 filed with the Securities and Exchange
Commission. Goldman, Sachs & Co., J.P. Morgan Securities LLC, BofA
Merrill Lynch and Credit Suisse Securities (USA) LLC are acting as
joint bookrunning managers for the offering.  The co-managers for
the offering are SunTrust Robinson Humphrey, Inc., BB&T Capital
Markets, a division of Scott & Stringfellow, LLC, RBC Capital
Markets, LLC, Apollo Global Securities, LLC, Avondale Partners,
LLC and Sterne, Agee & Leach, Inc.

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company reported net income of $23.43 million on $745.95
million of total operating revenues for the year ended Dec. 31,
2011, compared with a net loss of $7.40 million on $686.59 million
of total operating revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $302.39
million in total assets, $408.58 million in total liabilities and
a $106.18 million total shareholders' deficit.

                         Bankruptcy Warning

The Company had consolidated indebtedness and capital lease
obligations, including current maturities, of $307.1 million as of
Dec. 31, 2011.  The Company must make regular payments under the
New ABL Facility and its capital leases and semi-annual interest
payments under its 2018 Notes.

The New ABL Facility matures August 2016.  However, the maturity
date of the New ABL Facility may be accelerated if the Company
defaults on its obligations.  If the maturity of the New ABL
Facility or such other debt is accelerated, the Company does not
believe that it will have sufficient cash on hand to repay the New
ABL Facility or such other debt or, unless conditions in the
credit markets improve significantly, that the Company will be
able to refinance the New ABL Facility or such other debt on
acceptable terms, or at all.  The failure to repay or refinance
the New ABL Facility or such other debt at maturity will have a
material adverse effect on the Company's business and financial
condition, would cause substantial liquidity problems and may
result in the bankruptcy of the Company or its subsidiaries.  Any
actual or potential bankruptcy or liquidity crisis may materially
harm the Company's relationships with its customers, suppliers and
independent affiliates.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's Investors Service said the $38 million public offering of
4 million shares of Quality Distribution's common stock on Feb. 9,
2011, does not affect Quality's 'Caa1' corporate family and
probability of default ratings with a positive outlook.  However,
Moody's notes that the intended debt reduction at par from $17.5
million of the proceeds would be viewed favorably.

In the Nov. 8, 2010 edition of the TCR, Standard & Poor's Ratings
Services said that it has raised its corporate credit ratings on
U.S.-based Quality Distribution Inc. to 'B' from 'B-'.  S&P also
removed the ratings from CreditWatch, where S&P had placed them
with positive implications on Oct. 28, 2010, following the launch
of the bond offering.  The outlook is stable.

"The rating action reflects the improvement in Quality
Distribution's financial profile after completing its
refinancing," said Standard & Poor's credit analyst Anita Ogbara.
"Following the transaction, S&P expects Quality Distribution to
benefit from lower interest expense, improved cash flow adequacy,
and a substantial reduction in debt maturities over the next few
years."


QUANTUM FUEL: Incurs $38.5-Mil. Net Loss in 8 Mos. Ended Dec. 31
----------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., reported a net
loss attributable to stockholders of $38.49 million on $24.47
million of total revenue for the eight months ended Dec. 31, 2011,
compared with a net loss attributable to stockholders of $6.52
million on $10.51 million of total revenue for the same period a
year ago.

During the eight month period ended Dec. 31, 2011, cash used in
operations improved by $1.0 million, from $10.5 million used in
the eight month period ended Dec. 31, 2010, to $9.5 million used
in the eight month period ended Dec. 31, 2011.

Alan P. Niedzwiecki, President and CEO, stated, "This transitional
eight month reporting period provides financial results through
December 31, 2011, and enables the Company to begin reporting
financial results on a calendar year basis.  We are excited with
the year over year revenue growth in the business during this
respective period and the approximately $34 million in revenues
recognized for the twelve months of calendar year 2011.  We
anticipate that revenues will be higher during calendar 2012
compared to calendar year 2011, and anticipate we will realize
improved operating performance as a result of this expanding
revenue base."

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

                        http://is.gd/l8quS6

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.

The Company's balance sheet at July 31, 2011, showed
$74.15 million in total assets, $31.62 million in total
liabilities, and $42.53 million total stockholders' equity.

Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                       Possible Bankruptcy

The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature.  As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made.  If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations.  Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets.  Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.


R&G MORTGAGE: Says Remaining Real Estate Assets Worth $833K
-----------------------------------------------------------
R&G Mortgage Corp., seeks Bankruptcy Court permission to sell its
remaining real estate in the ordinary course of the Debtor's
business, pursuant to 11 U.S.C. Sections 105(a), 363(c), 1107(a)
and 1108.

Prior to the Petition Date, the Debtor liquidated most of its
business and assets, however, the Debtor's current assets include
the remaining real estate owned inventory consisting of five
residential houses and a warehouse, which the Debtor was in the
process of selling prior to the Petition Date.

As of the Petition Date, the Debtor held $4.3 million in a bank
account at BB&T Bank in Jacksonville, Florida.  The Debtor's
remaining assets include roughly 36 mortgage loans, with an
aggregate unpaid principal balance of roughly $3.2 million and an
estimated fair market value of roughly $2.3 million.  MassMutual
holds a lien on 26 of these mortgage loans, which collectively
have an unpaid principal balance of approximately $2 million.

The Debtor's Schedule A lists the combined value of the Real
Estate at roughly $833,000.  The Debtor believes that the
realistic sale price will be significantly less because of
vandalism at the warehouse, the condition of the properties, and
title problems related to the Real Estate.  The expected net sale
proceeds from the five residential houses are de minimus, and the
expected net sale proceeds from the warehouse is roughly $80,000.

The Debtor's real estate advisor, Prescient, Inc., assisted in
managing and maintaining the Debtor's properties pending a sale,
and Prescient was in the process of selling the Real Estate.

As part of the sale, the Debtor also seeks authority to pay
related closing costs in the ordinary course of business on terms
acceptable to the Debtor without the need for further court
approval or authorization.

                       About R&G Mortgage

R&G Mortgage Corporation, the mortgage banking and servicing
subsidiary of failed bank R-G Premier Bank of Puerto Rico, filed a
Chapter 11 bankruptcy petition (Bankr M.D. Fla. Case No. 12-01360)
on March 1, 2012.  R&G Mortgage also filed a liquidating Chapter
11 plan that contemplates a sale of the remaining assets to pay
claims and interests.

R&G Mortgage Corp. and R-G Premier Bank of Puerto Rico, a Puerto
Rican chartered bank, were subsidiaries of R&G Financial Corp.  In
February 2009, RG Mortgage transferred its business of origination
of mortgage loans to RG Bank while retaining the business of
servicing mortgage loans for RG Bank and third parties.

On April 28, 2010, RG Financial transferred 100% of the stock of
RG Mortgage to RG Bank in satisfaction of certain intercompany
receivables between the entities.

On April 30, 2010, RG Bank was closed by the Office of the
Commissioner of Financial Institutions of the Commonwealth of
Puerto Rico and the Federal Deposit Insurance Corporation was
appointed as its receiver.  As a result, FDIC-R became the sole
shareholder of RG Mortgage on the Closing Date.

RG Mortgage believes it should have sufficient financial resources
to pay all of its legitimate debts.  However, 34 pending lawsuits
and almost $1 million of disputed CRIM-related real estate tax
claims interject substantial uncertainty and potential unfairness
into the liquidation process. Given the "race-to-the courthouse"
approach of civil litigation, if a plaintiff wins a very large
judgment and levies on the Debtor's assets, such creditor will be
paid in full and other creditors may receive nothing.  Moreover
the delay and expense of trying to resolve 34 lawsuits may exhaust
the Debtor's assets, even if the Debtor wins every case.  The
Debtor looks to the bankruptcy process to provide a more
efficient, faster and fairer procedure for addressing conflicting
creditor claims.

A copy of the Disclosure Statement is available for free at:

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

Judge Paul M. Glenn presides over the case.  Gardner F. Davis,
Esq., John J. Wolfel, Jr., Esq., and Jennifer Hayes, Esq., at
Foley & Lardner LLP, serve as the Debtor's counsel.  The petition
was signed by Edward W. Gilman, president.


R&G MORTGAGE: Taps Foley & Lardner as Bankruptcy Counsel
--------------------------------------------------------
R&G Mortgage Corp. seeks authority from the Court to employ Foley
& Lardner LLP as its attorney.  Foley has represented the Debtor
since October 2011 in connection with advising the Debtor
regarding feasibility of a bankruptcy liquidation.

To the best of the Debtor's knowledge, Foley has no connection
with the creditors or any other party with an interest adverse to
the Debtor's estate in the matter upon which Foley is to be
retained.  Foley also represents no material interest adverse to
the Debtor or the estate.

Foley will charge at these hourly rates: $440 per hour for Gardner
Davis, Esq., $350 for Jennifer Hayes, Esq., $325 for John Wolfel,
Esq., and $220 for Katherine Hall (bankruptcy paralegal).

The Debtor provided a retainer of $4,810.  Foley previously held a
$25,000 retainer but the final invoice of $20,190 for services
between Feb. 22, 2012 and Feb. 29, 2012, has been paid.

The Debtor has previously paid Foley $61,276 in fees and expenses,
on a current basis, for services rendered and costs incurred
through Feb. 29, 2012.

Foley & Lardner may be reached through:

          Gardner F. Davis, Esq.
          John J. Wolfel, Jr., Esq.
          FOLEY & LARDNER LLP
          P.O. Box 240
          Jacksonville, FL 32201-0240
          Tel: 904-359-2000
          E-mail: jwolfel@foley.com

               - and -

          Jennifer Hayes, Esq.
          FOLEY & LARDNER LLP
          100 North Tampa Street, Suite 2700
          Tampa, FL 33602-5810
          Tel: 813-229-2300
          E-mail: jhayes@foley.com

                       About R&G Mortgage

R&G Mortgage Corporation, the mortgage banking and servicing
subsidiary of failed bank R-G Premier Bank of Puerto Rico, filed a
Chapter 11 bankruptcy petition (Bankr M.D. Fla. Case No. 12-01360)
on March 1, 2012.  R&G Mortgage also filed a liquidating Chapter
11 plan that contemplates a sale of the remaining assets to pay
claims and interests.

R&G Mortgage Corp. and R-G Premier Bank of Puerto Rico, a Puerto
Rican chartered bank, were subsidiaries of R&G Financial Corp.  In
February 2009, RG Mortgage transferred its business of origination
of mortgage loans to RG Bank while retaining the business of
servicing mortgage loans for RG Bank and third parties.

On April 28, 2010, RG Financial transferred 100% of the stock of
RG Mortgage to RG Bank in satisfaction of certain intercompany
receivables between the entities.

On April 30, 2010, RG Bank was closed by the Office of the
Commissioner of Financial Institutions of the Commonwealth of
Puerto Rico and the Federal Deposit Insurance Corporation was
appointed as its receiver.  As a result, FDIC-R became the sole
shareholder of RG Mortgage on the Closing Date.

RG Mortgage believes it should have sufficient financial resources
to pay all of its legitimate debts.  However, 34 pending lawsuits
and almost $1 million of disputed CRIM-related real estate tax
claims interject substantial uncertainty and potential unfairness
into the liquidation process. Given the "race-to-the courthouse"
approach of civil litigation, if a plaintiff wins a very large
judgment and levies on the Debtor's assets, such creditor will be
paid in full and other creditors may receive nothing.  Moreover
the delay and expense of trying to resolve 34 lawsuits may exhaust
the Debtor's assets, even if the Debtor wins every case.  The
Debtor looks to the bankruptcy process to provide a more
efficient, faster and fairer procedure for addressing conflicting
creditor claims.

Prior to the Petition Date, the Debtor liquidated most of its
business and assets.  As of the Petition Date, the Debtor held
$4.3 million in a bank account at BB&T Bank in Jacksonville,
Florida.  The Debtor's remaining assets include roughly 36
mortgage loans, with an aggregate unpaid principal balance of
roughly $3.2 million and an estimated fair market value of roughly
$2.3 million.  MassMutual holds a lien on 26 of these mortgage
loans, which collectively have an unpaid principal balance of
approximately $2 million.

The Debtor's current assets include remaining real estate owned
inventory consisting of five residential houses and a warehouse,
which the Debtor was in the process of selling prior to the
Petition Date.

In its schedules filed with the Court, the Debtor disclosed
$10,512,094 in total assets and $3,587,783 in total liabilities.

Judge Paul M. Glenn presides over the case.  Gardner F. Davis,
Esq., John J. Wolfel, Jr., Esq., and Jennifer Hayes, Esq., at
Foley & Lardner LLP, serve as the Debtor's counsel.  The petition
was signed by Edward W. Gilman, president.


R&G MORTGAGE: Prescient to Manage & Market Real Estate
------------------------------------------------------
R&G Mortgage Corp. asks the Court for permission to hire and
compensate Prescient, Inc., which will provide services to the
Debtor in the ordinary course of the Debtor's business, and
without the necessity of a formal retention application.

Prior to the Petition Date, Prescient managed and marketed the
Debtor's real estate properties, and in certain cases negotiated
the sale of the Debtor's real estate.  The Debtor wants to
continue to employ Prescient.

The Debtor also seeks to compensate Prescient based on historical
payment arrangement for postpetition services rendered without the
necessity of a formal fee application.

Prescient may hold an unsecured claim against the Debtor with
respect to pre-petition services rendered to the Debtor, however,
to the best of the Debtor's knowledge, the Debtor does not believe
that Prescient has an interest materially adverse to the Debtor,
its creditors, or other parties in interest as to the matters for
which it is to be engaged.

                       About R&G Mortgage

R&G Mortgage Corporation, the mortgage banking and servicing
subsidiary of failed bank R-G Premier Bank of Puerto Rico, filed a
Chapter 11 bankruptcy petition (Bankr M.D. Fla. Case No. 12-01360)
on March 1, 2012.  R&G Mortgage also filed a liquidating Chapter
11 plan that contemplates a sale of the remaining assets to pay
claims and interests.

R&G Mortgage Corp. and R-G Premier Bank of Puerto Rico, a Puerto
Rican chartered bank, were subsidiaries of R&G Financial Corp.  In
February 2009, RG Mortgage transferred its business of origination
of mortgage loans to RG Bank while retaining the business of
servicing mortgage loans for RG Bank and third parties.

On April 28, 2010, RG Financial transferred 100% of the stock of
RG Mortgage to RG Bank in satisfaction of certain intercompany
receivables between the entities.

On April 30, 2010, RG Bank was closed by the Office of the
Commissioner of Financial Institutions of the Commonwealth of
Puerto Rico and the Federal Deposit Insurance Corporation was
appointed as its receiver.  As a result, FDIC-R became the sole
shareholder of RG Mortgage on the Closing Date.

RG Mortgage believes it should have sufficient financial resources
to pay all of its legitimate debts.  However, 34 pending lawsuits
and almost $1 million of disputed CRIM-related real estate tax
claims interject substantial uncertainty and potential unfairness
into the liquidation process. Given the "race-to-the courthouse"
approach of civil litigation, if a plaintiff wins a very large
judgment and levies on the Debtor's assets, such creditor will be
paid in full and other creditors may receive nothing.  Moreover
the delay and expense of trying to resolve 34 lawsuits may exhaust
the Debtor's assets, even if the Debtor wins every case.  The
Debtor looks to the bankruptcy process to provide a more
efficient, faster and fairer procedure for addressing conflicting
creditor claims.

Prior to the Petition Date, the Debtor liquidated most of its
business and assets.  As of the Petition Date, the Debtor held
$4.3 million in a bank account at BB&T Bank in Jacksonville,
Florida.  The Debtor's remaining assets include roughly 36
mortgage loans, with an aggregate unpaid principal balance of
roughly $3.2 million and an estimated fair market value of roughly
$2.3 million.  MassMutual holds a lien on 26 of these mortgage
loans, which collectively have an unpaid principal balance of
approximately $2 million.

The Debtor's current assets include remaining real estate owned
inventory consisting of five residential houses and a warehouse,
which the Debtor was in the process of selling prior to the
Petition Date.

In its schedules filed with the Court, the Debtor disclosed
$10,512,094 in total assets and $3,587,783 in total liabilities.

Judge Paul M. Glenn presides over the case.  Gardner F. Davis,
Esq., John J. Wolfel, Jr., Esq., and Jennifer Hayes, Esq., at
Foley & Lardner LLP, serve as the Debtor's counsel.  The petition
was signed by Edward W. Gilman, president.


R&G MORTGAGE: Hiring FDIC as Management Agent
---------------------------------------------
R&G Mortgage Corp. seek Bankruptcy Court authority to engage the
Federal Deposit Insurance Company, in its capacity as receiver for
R-G Premier Bank of Puerto Rico, as its exclusive agent to perform
management, marketing, record keeping, reporting, accounting,
audit, information and communication technology and other services
to the Debtor in the ordinary course of the Debtor's business.

Prior to the Petition Date, the Debtor contracted with the FDIC-R
pursuant to a Subsidiary Agency Agreement dated April 30, 2010, to
provide the Debtor with management, accounting, marketing and
administrative support services.

The Debtor seeks to continue the retention of FDIC-R without the
necessity of a formal retention application approved by the Court,
and compensate FDIC-R on a monthly basis for postpetition out-of-
pocket costs and expenses rendered in connection with providing
such services, without the necessity of a formal fee application
approved by the Court, provided that the Debtor will not make any
payments as related to FDIC-R's direct, internal employee expenses
without further Court order.

FDIC-R holds an unsecured claim against the Debtor with respect to
prepetition services rendered to the Debtor, however, to the best
of the Debtor's knowledge, the Debtor does not believe that FDIC-R
has an interest materially adverse to the Debtor, its creditors,
or other parties in interest as to the matters for which it is to
be engaged.

                       About R&G Mortgage

R&G Mortgage Corporation, the mortgage banking and servicing
subsidiary of failed bank R-G Premier Bank of Puerto Rico, filed a
Chapter 11 bankruptcy petition (Bankr M.D. Fla. Case No. 12-01360)
on March 1, 2012.  R&G Mortgage also filed a liquidating Chapter
11 plan that contemplates a sale of the remaining assets to pay
claims and interests.

R&G Mortgage Corp. and R-G Premier Bank of Puerto Rico, a Puerto
Rican chartered bank, were subsidiaries of R&G Financial Corp.  In
February 2009, RG Mortgage transferred its business of origination
of mortgage loans to RG Bank while retaining the business of
servicing mortgage loans for RG Bank and third parties.

On April 28, 2010, RG Financial transferred 100% of the stock of
RG Mortgage to RG Bank in satisfaction of certain intercompany
receivables between the entities.

On April 30, 2010, RG Bank was closed by the Office of the
Commissioner of Financial Institutions of the Commonwealth of
Puerto Rico and the Federal Deposit Insurance Corporation was
appointed as its receiver.  As a result, FDIC-R became the sole
shareholder of RG Mortgage on the Closing Date.

RG Mortgage believes it should have sufficient financial resources
to pay all of its legitimate debts.  However, 34 pending lawsuits
and almost $1 million of disputed CRIM-related real estate tax
claims interject substantial uncertainty and potential unfairness
into the liquidation process. Given the "race-to-the courthouse"
approach of civil litigation, if a plaintiff wins a very large
judgment and levies on the Debtor's assets, such creditor will be
paid in full and other creditors may receive nothing.  Moreover
the delay and expense of trying to resolve 34 lawsuits may exhaust
the Debtor's assets, even if the Debtor wins every case.  The
Debtor looks to the bankruptcy process to provide a more
efficient, faster and fairer procedure for addressing conflicting
creditor claims.

Prior to the Petition Date, the Debtor liquidated most of its
business and assets.  As of the Petition Date, the Debtor held
$4.3 million in a bank account at BB&T Bank in Jacksonville,
Florida.  The Debtor's remaining assets include roughly 36
mortgage loans, with an aggregate unpaid principal balance of
roughly $3.2 million and an estimated fair market value of roughly
$2.3 million.  MassMutual holds a lien on 26 of these mortgage
loans, which collectively have an unpaid principal balance of
approximately $2 million.

The Debtor's current assets include remaining real estate owned
inventory consisting of five residential houses and a warehouse,
which the Debtor was in the process of selling prior to the
Petition Date.

In its schedules filed with the Court, the Debtor disclosed
$10,512,094 in total assets and $3,587,783 in total liabilities.

Judge Paul M. Glenn presides over the case.  Gardner F. Davis,
Esq., John J. Wolfel, Jr., Esq., and Jennifer Hayes, Esq., at
Foley & Lardner LLP, serve as the Debtor's counsel.  The petition
was signed by Edward W. Gilman, president.


R.E. LOANS: Says Venue Transfer Will Not Assure Case Consolidation
------------------------------------------------------------------
R.E. Loans, LLC, et al., ask the U.S. Bankruptcy Court for the
Northern District of Texas to deny the transfer motions.

On Jan. 31, 2012, more than four months after the commencement of
the Debtors' Chapter 11 cases, the Official Committee of
Noteholders filed its motion to transfer venue.

Gordon Noble and Arlene Dea Deeley, in their capacity for
Plaintiffs in the pending civil action entitled Noble, et al v.
B-4 Partners, LLC, et al, and as creditors in the Chapter 11 cases
of the Debtors, earlier filed a motion to transfer venue the
Northern District of California, Oakland Division.

The Debtors assert that, among other things:

   -- venue in the Northern District of Texas is proper;

   -- the transfer motions are untimely;

   -- the Debtors' cases can be most efficiently administered in
      the Court, which is the single most important factor that
      Courts consider in deciding whether to transfer large,
      complex Chapter 11 cases;

   -- the Chapter 11 cases would not be jointly administered with
      any of the cases pending in the Oakland Bankruptcy Court,
      even if the Chapter 11 cases were transferred to the Oakland
      Bankruptcy Court.

   -- the Noteholders are not likely to be necessary witnesses in
      connection with the Chapter 11 cases, as distinguished from
      witnesses in litigation which could, if appropriate, be
      pursued In California.

The TCR reported on March 9, 2012, that Wells Fargo Capital
Finance, LLC, formerly known as Wells Fargo Foothill, LLC also
filed an objection to the Class Plaintiffs' motion to transfer
venue of the Debtors' cases.

                         About R.E. Loans

R.E. Loans, LLC, was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne
Sewell LLP, in Dallas, represent the Debtors as counsel.  James A.
Weissenborn at Mackinac serves as R.E. Loans' chief restructuring
officer.  The Debtors tapped Hines Smith Carder as their
litigation and outside general counsel.  The Debtors tapped
Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as
special counsel in real estate matters.  R.E. Loans disclosed
$713,622,015 in assets and $886,002,786 in liabilities as of the
Chapter 11 filing.

Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Official Committee of Note Holders as counsel.


RADIATION THERAPY: Moody's Says Goodwill Impairment Credit Neg.
---------------------------------------------------------------
On March 8, 2011, Radiation Therapy Services, Inc. ("RTS")
disclosed in its fourth quarter 2011 earnings filing that they
took a $123 million impairment charge bringing the total
impairments for the year to $361 million. The impairment charge
erodes the company's net worth and reduces expected future free
cash flow generation, but the company's B2 corporate family rating
and negative outlook are currently not impacted.

Radiation Therapy Services, Inc. ("RTS") owns and operates
radiation treatment facilities along with integrated cancer care
practices in the US and Latin America. The company's net patient
service revenue for the fiscal year ended December 31, 2011 was
$639 million.


RESCARE INC: Moody's Upgrades Corporate Family Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service upgraded the corporate family and
probability of default ratings of ResCare, Inc. to Ba3 from B1 and
the rating on the company's $200 million senior unsecured notes to
B1 from B3. Additionally, Moody's assigned a Ba1 ratings to the
company's proposed $175 million senior secured term loan and $175
million senior secured revolving credit facility. The credit
facilities will be used to refinance the company's existing term
loan and revolving credit facility, though the revolver size will
decline by $100 million to $175 million from $275 million. Moody's
also assigned to ResCare a Speculative Grade Liquidity (SGL)
rating of SGL-2. The ratings outlook is stable.

The upgrade of the corporate family rating to Ba3 from B1 reflects
continued improvement in ResCare's financial performance driven by
efficient cost management, enhanced operating leverage, and a
conservative acquisition strategy.

The following rating actions were taken (LGD point estimates are
subject to change and all ratings are subject to the execution of
the transaction as currently proposed and Moody's review of final
documentation):

The following ratings were assigned:

$175 million sr. secured term loan, due 2017, assigned Ba1 (LGD2,
19%);

$175 million sr. secured revolving credit facility, due 2017,
assigned Ba1 (LGD2, 19%).

Speculative-grade liquidity rating, assigned SGL-2.

The following ratings were upgraded:

Corporate family rating, upgraded to Ba3 from B1;

Probability of default rating upgraded to Ba3 from B1;

$200 million sr. unsecured notes, due 2019, upgraded to B1 (LGD5,
76%) from B3 (LGD5, 80%).

The ratings on the company's existing term loan and revolving
credit facility will be withdrawn at the close of the transaction.

Rating Rationale

Despite difficult operating conditions, the company has exceeded
Moody's performance expectations for 2011 by generating adjusted
retained cash flow to net debt above 17% versus the previously
anticipated level of under 11% and by maintaining adjusted debt-
to-EBITDA close to 4 times instead of Moody's previous projection
of closer to 5 times. Moody's believes that ResCare will continue
to deleverage its balance sheet while growing through carefully
selected acquisitions that will be financed through cash flow. The
Ba3 CFR assumes adjusted debt-to-EBITDA will decline to below 4
times and adjusted retained cash flow-to-net debt be maintained or
increase above 17% over the next 12-18 months. In addition, the
current transaction is not only going to push refinancing risk to
2017 but is also anticipated to lower interest expense
significantly due to lower expected pricing.

The upgrade is also supported by ResCare's leading competitive
position, geographic diversification and the industry trend toward
moving people with intellectual and developmental disabilities
(ID/DD) from large facilities (institutions) that states provide
into lower-cost community settings that ResCare (and competitors)
provides. These factors, as well as the states' legal obligation
to provide ID/DD services, help mitigate the risk of additional
service and rate cuts that arises from the company's ID/DD payor
mix which is heavily skewed toward Medicaid.

The speculative-grade liquidity (SGL) rating of SGL-2 indicates
that the company is likely to maintain a good liquidity profile
over the next 12 months. Moody's anticipates the company to
continue to use internally generated cash flow to fund its working
capital and maintenance capital expenditures. In addition, the
proposed $175 million revolving credit facility is not projected
to have material advances outstanding over the next 12 months,
only $60 million of letters of credit. Additionally supporting the
company's liquidity profile is projected wide headroom under the
covenants governing the proposed term loan and revolving credit
facility.

The stable outlook considers ResCare's good liquidity profile and
wide geographic reach that mitigates state-specific event-risk
such as Medicaid reimbursement rate reductions. In addition, the
stable outlook incorporates Moody's expectation that the company
will maintain a disciplined approach toward acquisitions and a
conservative financial policy.

The ratings could be upgraded if ResCare's adjusted debt-to-EBITDA
declines and is sustained below 2 times and adjusted retained cash
flow-to-net debt increases and is sustained above 20%. The ratio
improvements need to be coupled with a somewhat stable
reimbursement environment.

The ratings could be downgraded if ResCare does not meet Moody's
current expectations and its adjusted debt-to-EBITDA approaches 5
times and adjusted retained cash flow-to-net debt declines below
15%. Further, if the company begins to experience legal
liabilities materially above historical trends such that liquidity
and/or the company's ability to execute on its strategy weaken,
Moody's could lower the ratings. A more aggressive than expected
acquisition strategy or dividend policy that increases leverage or
weakens liquidity could also have negative impact rating
implications.

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

ResCare, Inc., headquartered in Louisville, Kentucky, is a
provider of residential, therapeutic, job training, and
educational support services to individuals with special needs,
including persons with intellectual and developmental
disabilities, at-risk youth and those experiencing barriers to
employment. The company is owned by Onex Corporation ("Onex").
Consolidated revenues for 2011 were $1.6 billion.


RIMO LANDWORX: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: RIMO Landworx, LLC
        26 Amberwood Circle
        Savannah, GA 31405

Bankruptcy Case No.: 12-40465

Chapter 11 Petition Date: March 6, 2012

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: Richard C. E. Jennings, Esq.
                  LAW OFFICES OF SKIP JENNINGS, PC
                  115 W Oglethorpe Ave
                  Savannah, GA 31401
                  Tel: (912) 234-6872
                  Fax: (912) 236-7549
                  E-mail: skipjenningspc@comcast.net

Scheduled Assets: $993,500

Scheduled Liabilities: $1,137,200

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/gasb12-40465.pdf

The petition was signed by Moira Sheehan, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Richard J. Broussard, Jr., &           11-41272   06/22/11
Moira Sheehan


ROCKWALL DEV: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rockwall Dev. Co., Inc.
        416 N. Pacific Street
        Mineola, TX 75773

Bankruptcy Case No.: 12-31503

Chapter 11 Petition Date: March 6, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

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

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

A list of the Company's four largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb12-31503.pdf

The petition was signed by Kirby Albright, president.


ROTHSTEIN ROSENFELDT: Suit v. Regent Stays in Bankr. Court For Now
------------------------------------------------------------------
District Judge Kenneth A. Marra declined requests by defendants to
immediately withdraw bankruptcy court reference of the lawsuit,
Herbert Stettin, not individually but as Chapter 11 Trustee of the
estate of the Debtor, Rothstein Rosenfeldt Adler, P.A., v. Regent
Capital Partners, LLC, a New York limited liability company, Laura
Huberfeld and Murray Huberfeld, husband and wife, Naomi Bodner and
David Bodner, husband and wife, the Bodner Family Foundations, a
New York corporation, Dahlia Kalter and Mark Nordlicht, husband
and wife, and SFS Capital Funding, LLC, a Nevada limited liability
company, Case No. 11-62612 (S.D. Fla.).

Judge Marra said the Defendants are entitled to a trial by jury
for all triable issues but the case is in its early stages.  The
District Court said neither judicial economy nor substantial
prejudice to the Defendants require the immediate withdrawal of
the reference.  Withdrawal of the reference at this stage would
result in the District Court losing the benefit of the bankruptcy
court's experience in both the law and facts, and leading to an
inefficient allocation of judicial resources.

Judge Marra said the Defendants' right to a jury trial is deemed
preserved, and the Bankruptcy Court may not try any issues as to
the Defendants that are triable by a jury.  The reference as to
the adversary proceeding will be withdrawn as to the Defendants if
and when this matter is ready for trial.

The adversary proceeding arose from the elaborate fraudulent
investment scheme perpetrated by RRA's CEO and founder, Scott R.
Rothstein, and certain co-conspirators.  Rothstein's ponzi scheme
is alleged to have begun in 2005, and involved the sale of
fictitious structured settlements with what turned out to be non-
existent clients of RRA.  The Chapter 11 Trustee filed the
adversary proceeding on Aug. 29, 2011, for avoidance of purported
fraudulent conveyances and related relief.  On Sept. 20, 2011, the
Chapter 11 Trustee filed a motion for preliminary injunction,
seeking an order from the Bankruptcy Court enjoining each of the
Defendants, "their third party counterparties or creditors, their
attorneys, agents, employees" and others from "directly or
indirectly" disbursing, transferring or otherwise using the cash
transfers allegedly received from the Debtor or the "proceeds,
products, or replacements thereof."

The Defendants move to withdraw the reference of the bankruptcy-
based causes of action (Adv. No. 11-02473-RBR) pending before the
Bankruptcy Court based upon the authority of the Supreme Court's
opinion in Stern v. Marshall, 131 S.Ct. 2594 (2011).  The
Defendants assert that the Bankruptcy Court does not have the
constitutional and statutory authority to either enter final
judgment or render a report and recommendation on the core
fraudulent conveyance claims where no proof of claim has been
filed.  The Defendants also seek withdrawal of the reference based
on their demand for a jury trial, which they do not consent to the
bankruptcy court conducting.

The Chapter 11 Trustee argues that withdrawal of the reference is
not required and permissive withdrawal is not appropriate.

Judge Marra noted that majority of district and bankruptcy courts
that have addressed Stern conclude that what is certain is that
the Supreme Court did not intend to deprive the bankruptcy courts
of any role in dealing with fraudulent conveyance actions.  He
also noted that some district courts, including the Middle
District of Florida and the Southern District of New York, have
recently amended their standing order of reference to bankruptcy
judges, giving them explicit authority to issue proposed findings
and conclusions in connection with core matters that are found to
fall within the Stern holding.

A copy of Judge Marra's March 7, 2012 Opinion and Order is
available at http://is.gd/y84tKlfrom Leagle.com.

Regents Capital Partners, LLC, is represented by Harris Jacob
Koroglu, Esq. -- hkoroglu@shutts.com -- at Shutts & Bowen LLP.

SFS Capital Funding, LLC, is represented by John Daniel Eaton,
Esq. -- jeaton@rascoklock.com -- at Rasco Klock Reininger Perez
Esquenazi Vigil & Nieto.

                     About Rothstein Rosenfeldt

Scott Rothstein, co-founder of the law firm Rothstein Rosenfeldt
Adler PA -- http://www.rra-law.com/-- was accused of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 2009, that Mr. Rothstein, the
firm's former CEO, sold investments in non-existent legal
settlements.  Mr. Rothstein pleaded guilty to five counts of
conspiracy and wire fraud in January 2010.  He was sentenced to 50
years in prison in June 2010.

In November 2009, creditors of Rothstein Rosenfeldt Adler signed a
petition sending the Florida law firm to bankruptcy (Bankr. S.D.
Fla. Case No. 09-34791).  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.  He is
represented by David Charles Cimo, Esq., Jesus M. Suarez, Esq.,
and John H. Genovese, Esq., at Genovese Joblove & Battista.


ROVI CORP: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Santa Clara, Calif.-
based Rovi Corp.'s proposed $250 million term loan A-2 due 2017
and $550 million term loan B-2 due 2019 its issue-level rating of
'BB' (one notch higher than its 'BB-' corporate credit rating on
the company). The recovery rating on this debt is '2', indicating
our expectation of substantial (70% to 90%) recovery for lenders
in the event of a payment default. Operating subsidiaries Rovi
Solutions Corp. and Rovi Guide Inc. will be co-borrowers.

"We expect the company to use proceeds from the term debt offering
for general and corporate purposes, including acquisitions and
repaying the company's existing $300 million term loan B due
2018," S&P said.

"At the same time, we revised our recovery rating on Rovi's
existing term loans to '2' (70% to 90% recovery expectation) from
'1' (90% to 100% recovery expectation). We lowered our issue-level
rating on this debt to 'BB' from 'BB+', in accordance with our
notching criteria for a recovery rating of '2'. The revision of
the recovery rating reflects the added amount of secured debt in
the company's capital structure with the newly proposed term
loans," S&P said.

The corporate credit rating on Rovi was affirmed at 'BB-'. The
rating outlook is stable.

"The 'BB-' corporate credit rating reflects our expectation that
Rovi's steady operating performance will continue as new product
rollouts offset a decline in legacy analog products. Rovi's new
entertainment store has the potential to open up another
significant revenue stream for the company, but it will indirectly
compete against several sizable firms, including Netflix Inc.,
Amazon.com, and Apple Inc.'s iTunes," S&P said.

"We consider Rovi's business risk profile as 'fair', primarily
based on its good EBITDA margin and high barriers to entry--
particularly with respect to its patent portfolio--partly offset
by its narrow business platform and meaningful technology risk. We
assess the company's financial risk profile as 'aggressive,' based
on its relatively high pro forma debt leverage after the proposed
term debt offering and our expectation that Rovi will be an active
acquirer," S&P said.

"Rovi holds more than 5,100 issued or pending patents worldwide.
Many of the patents cover basic functions of interactive
programming guide (IPG) and content-protection technology.
Competitors have repeatedly tested barriers to entry against
Rovi's IPG and content protection businesses, but Rovi or its
predecessor company prevailed. Any new entrant, in addition to
developing a competing product, would also likely need to license
the underlying technology covered by Rovi's patents. The patents
give the company a highly defensible market position because most
consumer electronics manufacturers, including Sony Corp. and
Samsung Corp., are Rovi customers," S&P said.

"For 2012, pro forma for the acquisition of Sonic Solutions in
February 2011 and the sale of the Roxio consumer software
business, we expect mid-single-digit percentage revenue and low-
single-digit EBITDA growth as the decline in legacy analog copy
protection (ACP) drags down the overall revenue and EBITDA growth
rate. If Rovi can successfully promote its entertainment store
with retailers, manufacturers, and end-users, the EBITDA margin
could again approach 37%, where it was prior to the Sonic
Solutions acquisition," S&P said.


SAHARA TOWNE: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sahara Towne Square, LLC
        3275 South Jones, #105
        Las Vegas, NV 89146

Bankruptcy Case No.: 12-12537

Chapter 11 Petition Date: March 7, 2012

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

Judge: Linda B. Riegle

Debtor's Counsel: Zachariah Larson, Esq.
                  MARQUIS AURBACH COFFING
                  10001 Park Run Drive
                  Las Vegas, NV 89145
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  E-mail: cshurtliff@maclaw.com

Scheduled Assets: $13,795,353

Scheduled Liabilities: $9,591,802

The petition was signed by Jeff Susa, president of STS Manager,
Inc., manager.

Debtor's List of Its Eight Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Interstate Security Services, Inc. Security Guards          $5,899
1771 E. Flamingo Road, #116-A
Las Vegas, NV 89117

NV Energy                          Power                    $2,836
P.O. Box 30086
Reno, NV 89520

J & J Services                     Power Washer             $2,525
3632 Beeson Court
Las Vegas, NV 89130

Nevada Illumination, Inc.          Lights                   $1,197

Baker Commodities, Inc.            Sewer Jetting              $750
                                   Maintenance

Nadel Nevada, Inc.                 Blue Prints                $669

Ambassador Fire Protection         Fire Sprinklers            $519
                                   Repair

Swat Bug Killers                   Pest Control               $430


SELECT TREE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Select Tree Farms, Inc.
        6339 Thomas Corners Road
        West Valley, NY 14171

Bankruptcy Case No.: 12-10669

Chapter 11 Petition Date: March 7, 2012

Court: U.S. Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: Beth Ann Bivona, Esq.
                  DAMON MOREY LLP
                  The Avant Building
                  200 Delaware Avenue, Suite 1200
                  Buffalo, NY 14202-2150
                  Tel: (716) 856-5500
                  Fax: (716) 856-5510
                  E-mail: bbivona@damonmorey.com

Scheduled Assets: $11,450,989

Scheduled Liabilities: $5,959,983

The petition was signed by George A. Schichtel, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
George A. Schichtel                   --                        --

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Evans Bank, N.A.                   Lots                 $2,080,479
1 Grimsby Drive
Hamburg, NY 14075

KCK Farms, LLC                     Trade Debt           $1,500,000
11483 Southeast Amity
Dayton Highway
Dayton, OR 97114

J. Frank Schmidt & Son Co.         Trade Debt           $1,116,000
9800 SE 327th Avenue
Boring, OR 97007

Farm Credit East, ACA              Lots                   $705,000
P.O. Box 141
Springfield, MA 01101

Roehl Transport, Inc.              Trade Debt             $110,000

Lippes Mathias Wexler Friedman LLP Legal Services          $37,000

Admar Supply Co., Inc.             Trade Debt              $20,172

Harter Equipment Inc.              Trade Debt              $18,495

Dansa & D'Arata LLP                Accounting Services     $16,053

Lamb & Webster, Inc.               Trade Debt              $12,000

GMAC                               2007 Chevy              $11,686

Johnson Boy's, Inc.                Trade Debt               $2,200

JP Morgan Chase Bank               2007 Chevy               $2,082

New Jersey Department &            Notice Only                  $1
Workforce Dvlp

State of New Jersey                Notice Only                  $1
New Jersey Division of Taxation

Farner & Farner                    Attorneys ? Notice Only      $1

Abrams, Gorelick, Friedman         Attorneys ? Notice Only      $1
& Jacobson

Mark J. Collins, Esq.              Attorneys ? Notice Only      $1

NYS Department of Labor            Notice Only                  $1

Internal Revenue Service           Notice Only                  $1


SEQUENOM INC: Incurs $74.1 Million Net Loss in 2011
---------------------------------------------------
Sequenom, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$74.15 million on $55.90 million of total revenues in 2011, a net
loss of $120.84 million on $47.46 million of total revenues in
2010, and a net loss of $71.01 million on $37.86 million of total
revenues in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $135.54
million in total assets, $44.16 million in total liabilities and
$91.38 million in total stockholders' equity.

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

                        http://is.gd/aFmxwz

                         About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.


SILGAN HOLDINGS: Moody's Rates $300MM Sr. Unsec. Notes at 'Ba2'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
$300 million senior unsecured notes of Silgan Holdings Inc. and
affirmed the company's Ba1 Corporate Family and Probability of
Default ratings. The ratings outlook remains stable. The proceeds
from the new $300 million notes due 2020 will be used to refinance
the $250 million 7.25% senior notes due 2016.

Moody's took the following actions for Silgan Holdings Inc.:

Assigned $300 million senior unsecured notes due 2020, Ba2 (LGD
5, 89%)

Affirmed CFR at Ba1

Affirmed PDR at Ba1

Affirmed $800 million multicurrency revolving credit facility due
July 2016, Ba1 (LGD 3, 41% from 43%)

Affirmed $520 million term loan A due July 2017, Ba1 (LGD 3, 41%
from 43%)

Affirmed EUR335 million term loan A due July 2017, Ba1 (LGD 3,
41% from 43%)

Affirmed $250 million senior unsecured notes due August 2016, Ba2
(LGD 6, 91%) (To be withdrawn after the transaction is completed)

Moody's took the following actions for Silgan Plastics Canada Inc.

Affirmed CAD 81 million term loan A due July 2017, Ba1 (LGD 3,
41% from 43%)

The ratings outlook is stable.

Ratings Rationale

The Ba1 Corporate Family rating reflects the consolidated industry
structure in the company's metals segment (food can and closures)
and strong market shares and contract structures in food cans. The
rating also reflects the significant onsite presence with
customers in the food can segment and the significant percentage
of custom products in the plastics segment. The company remains
focused on cost cutting and productivity and is expanding into
higher growth markets. Silgan also maintains good liquidity.

The Corporate Family rating is constrained by the company's
acquisitiveness, primarily commoditized product line and
concentration of sales. The rating is also constrained by the low
growth in the food can market and the potential for increased
operating and ratings risk over time stemming from the company's
acquisition strategy. Contract terms in the plastic vacuum
closures and plastics segments have relatively weaker terms than
the food can segment (including a lack of cost pass-throughs for
costs other than raw materials) and resin prices have been
volatile historically. Moreover, the industry structures for both
plastic segments are fragmented with significant competitive
pressures.

The ratings could be downgraded if there is deterioration in the
operating and competitive environment, deterioration in credit
metrics and/or a significant debt financed acquisition. The
ratings could also be downgraded if there is a change in financial
policies to the detriment of debt holders. Specifically, the
ratings could be downgraded if adjusted debt to EBITDA rises above
3.5 times, free cash flow to debt remains below 9.5%, EBIT to
interest expense declines to below 4 times, and/or the EBIT margin
declines below 9.5%.

The rating could be upgraded if Silgan commits to investment grade
financial policies and sustainably improves credit metrics within
the context of continued stability in the operating and
competitive environment. Specifically, the ratings could be
upgraded if the EBIT margin improves to the mid-teens, debt to
EBITDA improves to below 2.8 times, EBIT to interest expense
improves to over 4.5 times, and free cash flow to debt improves to
the mid teens.

The principal methodology used in these ratings was Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 2009.


SPANISH GROVE: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: Spanish Grove Trailer Park, LLC
        840 William HIlton Pkwy
        Hilton Head Island, SC 29928

Bankruptcy Case No.: 12-01481

Chapter 11 Petition Date: March 6, 2012

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Michael W. Mogil, Esq.
                  LAW OFFICE OF MICHAEL W. MOGIL, P.A.
                  2 Corpus Christie Place, Suite 303
                  Hilton Head Island, SC 29928
                  Tel: (843) 785-8110
                  Fax: (843) 785-9676
                  E-mail: mwmogil@aol.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Harinderjit Singh         Money loaned         Undetermined
3685 Wheeler Road,
Ste 201
Augusta GA 30909

The petition was signed by Edward Flynn, manager.


SQUARE ONE: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Square One Energy, Inc.
        6500 Belt Line Road, Suite 200
        Irving, TX 75063

Bankruptcy Case No.: 12-31552

Chapter 11 Petition Date: March 8, 2012

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

Judge: Stacey G. Jernigan

Debtor's Counsel: David M. Bennett, Esq.
                  THOMPSON & KNIGHT LLP
                  1722 Routh Street, Suite 1500
                  Dallas, TX 75201-2533
                  Tel: (214) 969-1486
                  E-mail: david.bennett@tklaw.com

                         - and ?

                  Katharine Battaia Clark, Esq.
                  THOMPSON & KNIGHT LLP
                  1722 Routh Street, Suite 1500
                  Dallas, TX 75201-2533
                  Tel: (214) 969-1495
                  Fax: (214) 969-1751
                  E-mail: katie.clark@tklaw.com

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

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

The petition was signed by James R. Latimer, III, chief executive
officer.

Debtor's List of Its Seven Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Graham Engine & Equipment Inc.     Trade Debt              $50,063
P.O. Box 508
Graham, TX 76450

Midwest Compressor Systems LLC     Trade Debt              $49,496
P.O. Box 1381
Pampa, TX 79066-1381

Atlas Equipment Co. and            Trade Debt              $28,056
Diversified Lend
P.O. Box 892
Eastland, TX 76448

John Crane Production Solutions    Trade Debt               $5,670

Young County Machine Inc.          Trade Debt               $3,029

Ranger Operating Company           Trade Debt               $1,532

McMahon Surovik Suttle PC          Trade Debt                 $840


TEFFT BRIDGE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tefft Bridge & Iron, LLC
        P.O. Box 277
        Wheatfield, IN 46392

Bankruptcy Case No.: 12-40140

Chapter 11 Petition Date: March 6, 2012

Court: United States Bankruptcy Court
       Northern District of Indiana
       (Hammond Division at Lafayette)

Judge: Robert E. Grant

Debtor's Counsel: Kenneth A. Manning (KS), Esq.
                  MANNING & GONZALEZ, PC
                  200 Monticello Drive
                  Dyer, IN 46311
                  Tel: (219) 865-8376
                  Fax: (219) 865-4054
                  E-mail: Ken@kmmglawfirm.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/innb12-40140.pdf

The petition was signed by James M. Szymusiak, designated
representative.


TEMPLE CHURCH: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Temple Church International, Inc.
        dba Temple Baptist Church 5
        2916 Tuckaseegee Road
        Charlotte, NC 28208

Bankruptcy Case No.: 12-30558

Chapter 11 Petition Date: March 6, 2012

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: Laura T. Beyer

Debtor's Counsel: Richard S. Wright, Esq.
                  MOON WRIGHT & HOUSTON, PLLC
                  227 W. Trade Street
                  Suite 1800
                  Charlotte, NC 28202
                  Tel: (704) 944-6564
                  Fax: (704) 944-0380
                  E-mail: rwright@mwhattorneys.com

Scheduled Assets: $1,047,414

Scheduled Liabilities: $2,543,128

A list of the Company's 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ncwb12-30558.pdf

The petition was signed by Bertha Colbert, elder.


TENNECO INC: Moody's Affirms 'Ba3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned Baa3 rating to Tenneco Inc.'s
new $700 million senior secured revolving credit facility and $250
million term loan A facility. In a related action Moody's affirmed
Tenneco's Corporate Family and Probability of Default Ratings at
Ba3, and affirmed the ratings of the company's existing senior
secured bank debt and senior unsecured notes at Baa3 and B1,
respectively. The proceeds from the new term loan A facility will
be used to finance the redemption of the company's 8.125% senior
unsecured notes due 2015. The Speculative Grade Liquidity Rating
also was affirmed at SGL-2. The rating outlook is stable.

Ratings assigned:

New first lien senior secured revolving credit facility, Baa3
(LGD2, 14%);

New $250 million first lien senior secured Term Loan A due 2017,
Baa3 (LGD2, 14%);

Ratings affirmed:

Corporate Family rating, at Ba3;

Probability of Default rating, at Ba3;

Existing first lien senior secured revolving credit facility, at
Baa3 (LGD1, 6%) -- to be withdrawn upon replacement;

$130 million first lien senior secured letter of credit /
revolving loan facility, at Baa3 (LGD1, 6%) -- to be withdrawn
upon replacement;

$150 million first lien senior secured Term Loan B due 2016, at
Baa3 (LGD2, 14%);

6 7/8% senior unsecured notes due 2020, at B1 (LGD4, 68%);

7.75% senior unsecured notes due 2018, to B1 (LGD4, 68%);

8.125% senior unsecured notes due 2015, at B1 (LGD4, 60%) -- to be
withdrawn upon replacement;

Speculative Grade Liquidity Rating, SGL- 2

RATING RATIONALE

Tenneco's Ba3 Corporate Family Rating reflects the company's
improved profitability resulting from the recovering global
automotive industry and the growing demand for its emission-
reduction products in the commercial vehicle sector. Moody's
expects the recovery in the North American automotive industry to
continue in 2012 with unit sales in the U.S. growing about 16%.
Tenneco's North American original equipment business represents
about 37% of 2011 revenues. Yet, a lagging economic recovery in
Europe (approximately 33% of 2011 revenues), where the impact of
sovereign debt risks and austerity programs remains uncertain, may
pressure the company's overall margins. For the LTM period ending
December 31, 2011, Tenneco's EBIT/Interest (including Moody's
standard adjustments) approximated 3.0x and Debt/EBITDA
approximated 2.8x.

The stable outlook anticipates that Tenneco will benefit from
greater penetration on OEM on and off-road commercial vehicles,
and its long-term positions on key existing platforms will sustain
credit metrics supportive of the assigned rating. In addition, the
interest savings from the refinancing of Tenneco's senior notes
with the bank credit facility along with a strong liquidity
profile will help mitigate potential challenges from uncertain
European economic conditions and slower growth, albeit still
positive, in the company's Asian markets.

Tenneco 's SGL-2 Speculative Grade Liquidity profile is expected
to continue to be supported over the near-term by the company's
cash balances and revolving credit availability. As of December
31, 2011, the company maintained cash and cash equivalents of $214
million. Moody's anticipates Tenneco will generate positive free
cash flow on an annual basis over the near-term inclusive of
higher levels of working capital requirements to support business
growth. The $700 million senior secured revolving credit facility,
maturing in 2017, will replace the company's existing $622
revolving credit facility commitment (which reduces to $556
million in March 2012) and $130 million senior secured tranche B
letter of credit/revolving loan facility. As of December 31, 2011
the company's had $24 million of borrowings and $58 million of
outstanding letters of credit under existing revolving credit
facilities. Moody's expects Tenneco's performance over the next
twelve months to provide ample cushion under the financial
covenants of the bank credit facilities, supporting access to the
commitments. Alternative sources of liquidity are guided by
additional indebtedness baskets under the bank credit facilities.

Future events that could drive Tenneco's outlook or ratings higher
include continued improvement in production levels in the
company's overall global automotive markets or growth driven by
regulatory emission control requirements leading to further
improvement in credit metrics and consistent free cash flow
generation. Consideration for a higher rating could arise if these
factors were to lead to EBIT/Interest sustained over 4.0x and
Debt/EBITDA approaching 2.5x.

Future events that could drive Tenneco's outlook or ratings lower
include declines in global OEM production without successful
implementation of offsetting restructuring actions; elevated
working capital levels resulting in negative free cash flow; or
deteriorating liquidity. Consideration for a lower rating could
arise if these factors were to lead to Debt/EBITDA approaching
4.0x or EBIT/Interest coverage approaching 2.0x times.

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

Tenneco, headquartered in Lake Forest, Illinois, is a leading
manufacturer of automotive emissions control (approximately 63% of
sales) and ride control (approximately 37% of sales) products and
systems for both the worldwide original equipment market and
aftermarket. Leading brands include Monroe(R), Rancho(R),
Clevite(R), and Fric Rot ride control products and Walker(R),
Fonos, and Gillet emission control products. Net sales in 2011
were approximately $7.2 billion.


TENNECO INC: S&P Keeps 'BB' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services ssigned its 'BBB-' issue-level
rating on Tenneco Inc.'s proposed $700 million revolving credit
facility and $250 million term loan A. "At the same time, we
assigned our recovery rating of '1' on both the revolving credit
facility and term loan, indicating our expectation that lenders
would receive very high (90% to 100%) recovery in the event of a
payment default," S&P said.

"Tenneco wants to refinance its existing credit facilities and pay
off its $250 million, 8.125% senior secured notes due 2015. The
proceeds of the revolving credit facility will be used to finance
the transactions, pay for related expenses, and fund general
corporate purposes. The proceeds of term loan A will be used to
call and pay off the company's $250 million senior notes. The
credit facilities are secured by a perfected first-priority
security interest in substantially all of the assets of the loan
parties, subject  to a 65% limitation on the capital stock of each
of the borrower's direct and indirect first-tier foreign
subsidiaries," S&P said.

The BB/Stable/-- corporate credit rating on Lake Forest, Ill.-
based auto supplier Tenneco reflects its significant leverage and
substantial exposure to the highly cyclical light-vehicle and
commercial-vehicle markets.

Ratings List

Tenneco Inc.
Corporate credit rating                   BB/Stable/--

Rating Assigned
Proposed $700 mil. rev credit facility   BBB-
  Recovery rating                         1
$250 million term loan                   BBB-
  Recovery rating                         1


TIMOS INCORPORATED: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Timos Incorporated
        dba Viva Michoacan
        2061 West Sunset Road
        Henderson, NV 89014-2026

Bankruptcy Case No.: 12-12698

Chapter 11 Petition Date: March 9, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Michael J. Dawson, Esq.
                  515 S. Third Street
                  Las Vegas, NV 89101
                  Tel: (702) 384-1777
                  E-mail: mdawson@lvcoxmail.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 19 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb12-12698.pdf

The petition was signed by Timoteo Barajas, president.


TODD MCFARLANE: Settles Copyright Issue With Gaiman for $382,000
----------------------------------------------------------------
Comic Book Resources reports that Todd McFarlane Productions will
pay Neil Gaiman $382,000 in the wake of the settlement in January
of their nearly decade-long legal battle over the rights to
Medieval Spawn, Angela and other characters.

The report, citing court documents, says a federal bankruptcy
judge has ordered the release of the funds placed into escrow in
2008 under McFarlane's reorganization plan to offset potential
losses from the lawsuit.

The report relates that, with interest, Mr. Gaiman should receive
somewhere around $464,000, although much of that will likely go to
legal expenses.  The writer has publicly stated that he gives
money won in the proceedings to charity.

According to the report, the agreement reached in late January
gives Mr. Gaiman 50% ownership of Spawn #9 and #26, as well as the
three issues of the 1994 Angela miniseries, ending a fierce court
fight over the characters he and McFarlane created together some
two decades ago.  A federal jury had already found in 2002 that
Mr. Gaiman has a copyright interest in the characters, but
McFarlane's subsequent bankruptcy left the writer unpaid.

The report adds that McFarlane was dealt another blow in 2010,
when a federal judge ruled that Dark Ages Spawn, Domina and
Tiffany are mere derivatives of Medieval Spawn and Angela, meaning
that Mr. Gaiman is also the co-owner of those copyrights and
entitled to one-half of the profits generated by the characters.

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,
Hellspawn, and Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Josefina F. McEvoy, Esq., and Kelly Singer, Esq., at Squire
Sanders & Dempsey, LLP, represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors was
appointed in the Debtor's case.  When the Company filed for
protection from its creditors, it estimated more than $10 million
in assets and more than $50 million in debts.


TRAINOR GLASS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Trainor Glass Company
          dba Trainor Modular Walls
              Trainor Solar
              Trainor Florida
        939 West Lake Street
        Chicago, IL 60607

Bankruptcy Case No.: 12-09458

Chapter 11 Petition Date: March 9, 2012

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

Judge: Carol A. Doyle

Debtor's Counsel: Michael L. Gesas, Esq.
                  ARNSTEIN & LEHR, LLP
                  120 South Riverside Plaza, Suite 1200
                  Chicago, IL 60606-3910
                  Tel: (312) 876-7125
                  Fax: (312) 876-6260
                  E-mail: mlgesas@arnstein.com

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

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

The petition was signed by Thomas D. Trainor, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
United Architectural Metals        Trade Debt           $1,394,614
7830 Cleveland Avenue NW
North Canton, OH 44720

Viracon, Inc.                      Trade Debt           $1,124,302
800 Park Drive
Owatonna, MN 55060

EFCO                               Trade Debt           $1,055,418
1000 County Road
Monett, MO 65708

Architectural Systems, Inc.        Trade Debt             $881,038
707 W. Highway 60
Monett, MO 65708-0519

United Rentals, Inc.               Trade Debt             $734,763
2400 Hamilton Boulevard
South Plainfield, NJ 07080

Oldcastle                          Trade Debt             $615,085
30 Cooperative Way
Wright City, MO 63390

Design Engineering Consulting      Trade Debt             $594,315
2095 N. Collins, Suite 100
Richardson, TX 75080

Insulation Solutions               Trade Debt             $589,390
3200 Ashford Lane
McKinney, TX 75070

Kawneer Company, Inc.              Trade Debt             $503,307
555 Guthridge Court
Norcross, GA 30092

J.E. Berkowitz                     Trade Debt             $498,906
Delsea Drive & Harvard Avenue
Westville, NJ 08093

Western Glass                      Seller Financing       $485,751
1656 West 2550 South
Ogden, UT 84401

Ornamental Installation            Trade Debt             $449,028
4 Jones Road
Warwick, NY 10990

Penske Truck Leasing               Litigation             $400,000
190 Brodhead Road, Suite 200       Settlement
Lehigh Valley, PA 18002-2257

Fastenal Company                   Trade Debt             $368,286
13860 N. Stemmons Freeway
Farmers Branch, TX 75234

Ventura Enterprises, Inc.          Trade Debt             $367,263
1925 S. Western Avenue
Chicago, IL 60608

Centennial Moisture Control        Trade Debt             $360,416
1780 Hurd Drive
Irving, TX 75038

Sunbelt Rentals                    Trade Debt             $354,151
4700 Reagan Drive
Charlotte, NC 28206-3187

Graham Architectural Products      Trade Debt             $350,920
1551 Mt. Rose Avenue
York, PA

American Express                   Trade Debt             $336,321
P.O. Box 360001
Fort Lauderdale, FL 33336-0001

Knowles Door Check Co. Inc.        Trade Debt             $311,529
302 Highway 251 South
Olney, TX 76374


TRIDENT MICROSYSTEMS: Entropic Has Final Nod to Buy Business
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Entropic Communications Inc. received formal approval
from the bankruptcy court on March 9 to buy the set-top box
business from Trident Microsystems Inc. for $65 million.  Entropic
came out on top after a 15-hour auction.  The opening bid at
auction had been $55 million.

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

Roberta A. DeAngelis, the U.S. Trustee for Region 3 appointed
three members to the Committee of Trident Microsystems, Inc.
Equity Security Holders.


TRU-WAY CHURCH: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Tru-Way Church of the Risen Christ, Incorporated
        7155 Hyde Grove Avenue
        Jacksonville, FL 32210

Bankruptcy Case No.: 12-01498

Chapter 11 Petition Date: March 7, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: William B. McDaniel, Esq.
                  BANKRUPTCY LAW FIRM OF LANSING J ROY, PA
                  1710 Shadowood Lane, Suite 210
                  Jacksonville, FL 32207
                  Tel: (904) 391-0030
                  Fax: (904) 391-0031
                  E-mail: court@jacksonvillebankruptcy.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 Elwyn W. Jenkins, president.


TXU CORP: Bank Debt Trades at 43% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 56.56 cents-on-the-dollar during the week
ended Friday, March 9, 2012, an increase of 0.87 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
450 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating
and Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 179 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a
net loss of $1.91 billion on $7.04 billion of operating revenues
for the year ended Dec. 31, 2011, compared with a net loss of
$2.81 billion on $8.23 billion of operating revenues during the
prior year.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

                            *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


TXU CORP: Bank Debt Trades at 38% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 61.57 cents-on-the-dollar during the week
ended Friday, March 9, 2012, an increase of 0.68 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2014, and carries Standard & Poor's
CCC rating.  The loan is one of the biggest gainers and losers
among 179 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a
net loss of $1.91 billion on $7.04 billion of operating revenues
for the year ended Dec. 31, 2011, compared with a net loss of
$2.81 billion on $8.23 billion of operating revenues during the
prior year.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

                            *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


UNI-PIXEL INC: Incurs $8.5 Million Net Loss in 2011
---------------------------------------------------
Uni-Pixel, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$8.57 million on $195,237 of revenue for the year ended Dec. 31,
2011, compared with a net loss of $3.82 million on $243,519 of
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $8.38 million
in total assets, $87,468 in total liabilities and $8.30 million in
total shareholders' equity.

"2011 was a year of extraordinary progress, as UniPixel continued
to transition from a development and IP-based company to a
scalable manufacturing company," said Reed Killion, UniPixel's
president and CEO.  "We now have consumer electronics OEMs around
the world extensively testing our UniBoss and Diamond Guard
products.  During the year we also strengthened our globally-
oriented management team in preparation for the next stage of our
growth."

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

                        http://is.gd/NQA2QL

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.


UNIGENE LABORATORIES: Incurs $17.9 Million Net Loss in 2011
-----------------------------------------------------------
Unigene Laboratories, Inc., reported a net loss of $17.92 million
on $20.51 million of revenue in 2011, a net loss of $27.86 million
on $11.34 million of revenue in 2010, and a net loss of $13.38
million on $12.79 million of revenue in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $17.67
million in total assets, $72.81 million in total liabilities and a
$55.13 million total stockholders' deficit.

Ashleigh Palmer, Unigene's President and CEO stated, "We
accomplished a great deal in 2011, including the validation of our
proprietary leading oral peptide drug delivery platform by way of
the positive Phase 3 oral calcitonin results seen in Tarsa's
ORACAL trial and the positive Phase 2 trial results demonstrating
definitive proof-of-concept for our oral PTH analog.  On the other
hand, we did not see favorable results from Novartis' Phase 3
program in which our manufacturing technology was used to produce
calcitonin drug substance for a competitor's formulation.  Also,
most disappointingly, we did not benefit from milestone payments
associated with GSK advancing to the next stage of clinical
development for our oral PTH analog, the full rights to which now
revert back to Unigene.  Nevertheless, I am extremely pleased with
our many operational and scientific successes throughout last
year, leading to cash runway extension and our avoidance of having
to take on additional debt, as well as our ability to reduce the
impact of negative events outside of our control.  Such events
would almost certainly have been fatal 18 months ago."  Palmer
continued, "Although Unigene's balance sheet represents an
enormous priority challenge that threatens the Company's viability
going forward, my management team and I believe that, if we
execute solidly on our stated corporate goals and milestones in
2012, we will have many of the key elements in place to begin
effectively addressing the significant debt we have inherited."

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

                        http://is.gd/BMtN2a

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.


US CAPITAL HOLDINGS: CanPartners Foreclosure Cues Ch. 11 Filing
---------------------------------------------------------------
Brian Bandell, senior reporter at the South Florida Business
Journal, reports that CanPartners Realty Holdings, an affiliate of
Canyon Capital Realty Advisors, filed a foreclosure lawsuit
against U.S. Capital/Fashion Mall over a $15 million mortgage on
the 660,000-square-foot former mall.  The loan is guaranteed by
Chinese citizen Wei Chen.

The report says the foreclosure lawsuit is the third time in the
past five years.  Fashion Mall subsequently filed for bankruptcy.

The mall has been closed over fire safety violations.  U.S.
Capital planned to redevelop it.

                     About US Capital Holdings

US Capital Holdings, LLC, and an affiliate, US Capital/Fashion
Mall, LLC, filed Chapter 11 petitions (Bankr. S.D. Fla. Case Nos.
12-14517 and 12-14519) in Forth Lauderdale, Florida, on Feb. 24,
2012.

US Capital/Fashion Mall is the owner of the former "Fashion Mall
at Plantation", now vacant, located at 321 N. University Drive, in
Plantation, Florida.  US Capital Holdings is the 100% owner of US
Capital/Fashion Mall.  The mall -- http://www.321north.com-- is
presently dormant, in part, as a result of a redevelopment plan
for the mall of a project called 321 North, which is intended to
be a major, retail, office and residential project.  The mall
suffered extensive hurricane damage from Hurricane Wilma, and has
yet to be paid on its insurance claim.

Judge John K. Olson presides over the case.


VERSO PAPER: S&P Rates $345-Mil. Senior Secured Notes at 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating (two notches higher than the corporate credit rating) and
'1' recovery rating to Verso Paper Holdings LLC's proposed $345
million senior secured notes due 2019. The '1' recovery rating
indicates expectations for very high (90% to 100%) recovery of
principal in the event of payment default. The notes are expected
to be sold pursuant to Rule 144A of Securities Act of 1933.

The company intends to use net proceeds from the proposed senior
secured notes to pay the consideration for its announced cash
tender offer for its existing 315 million 11.5% senior secured
notes due 2014 and to pay for certain related transaction costs
and expenses.

"The 'B' corporate credit rating on the company remains unchanged
and reflects Standard & Poor's Ratings Services' view of the
combination of its 'highly leveraged' financial risk and 'weak'
business risk. Our ratings incorporate the company's limited
product diversity, substitution risks due to changing customer
preferences for greater electronic content, and vulnerability to
fluctuations in input costs and selling prices. In addition,
despite our expectation that credit measures will remain somewhat
weak over the next year, we expect liquidity to remain adequate,
attributable to its cash position, proposed new credit facilities,
and manageable near-term debt maturity profile following the
proposed transaction and tender offer," S&P said.

Verso's core business is as a producer of coated freesheet and
coated groundwood papers serving customers in the catalog,
magazine, inserts, and commercial-print markets.

Ratings List
Verso Paper Holdings LLC
Corporate credit rating                   B/Stable/--

New Rating
Proposed $345 mil sr secd nts due 2019    BB-
   Recovery rating                         1


WAIAKEA WATERFRONT: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Waiakea Waterfront LLC
        400 Hualani Street, Suite 400
        Hilo, HI 96720

Bankruptcy Case No.: 12-00497

Chapter 11 Petition Date: March 7, 2012

Court: United States Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Ramon J. Ferrer, Esq.
                  LAW OFFICE OF RAMON J. FERRER
                  135 S. Wakea Ave., Suite 204
                  Kahului, HI 96732
                  Tel: (808) 891-1414
                  Fax: (808) 877-3682
                  E-mail: ramonlawfirm@hotmail.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
County of Hawaii Real     property taxes         $55,000
Prop. Tax
101 Pauahi Street #4
Hilo, HI 96720

The petition was signed by Vernon Lindsey, member manager.


WATERLOO RESTAURANT: In Chapter 11 to Sell Assets
-------------------------------------------------
Waterloo Restaurant Ventures, Inc., filed a Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Waterloo, the operator of 12 Romano's Macaroni Grill
restaurants, said it intends to use the bankruptcy court for a
"successful sale process."

Based in Vancouver, Washington, Waterloo owes $11.4 million to
General Electric Capital Corp., the secured lender.

According to the report, GECC is providing $500,000 under an
interim loan agreement.  Once final approval is given by the
bankruptcy court, GECC will have the right to increase the loan by
$300,000.  The loan for the Chapter 11 process will mature in 60
days and bear interest at 14 percent.

The Debtor has 12 stores are in California, Oregon and Washington.
The Italian-style casual dining chain said there was a "dramatic
decrease in sales in the majority of the franchises" the company
owns.  Some were generating negative cash flows from operations, a
court filing says.

Waterloo is represented by Michael "Buzz" Rochelle, Esq., brother
of Bloomberg reporter Bill Rochelle.

Waterloo filed for reorganization in Dallas, because that's where
the president and chief financial officers maintain their offices.

Waterloo estimated assets and debts of $10 million to $50 million.


WATERLOO RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Waterloo Restaurant Ventures, Inc.
        7341 Wellcrest Drive
        Dallas, TX 75230

Bankruptcy Case No.: 12-31573

Chapter 11 Petition Date: March 8, 2012

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

Judge: Barbara J. Houser

About the Debtor: Waterloo operates 12 Romano's Macaroni Grill
                  restaurants in California, Oregon and
                  Washington.  The Italian-style casual dining
                  chain said there was a "dramatic decrease in
                  sales in the majority of the franchises" the
                  company owns.  Waterloo owes $11.4 million to
                  General Electric Capital Corp., the secured
                  lender.

Debtor's Counsel: Michael R. Rochelle, Esq.
                  ROCHELLE MCCULLOUGH L.L.P.
                  325 N. St. Paul Street, Suite 4500
                  Dallas, TX 75201
                  Tel: (214) 953-0182
                  Fax: (214) 953-0185
                  E-mail: doler@romclawyers.com

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

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

The petition was signed by Ray Oler, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Sysco-Portland                     --                     $249,991
P.O. Box 2210
Wilsonville, OR 97070

MAC Acquisition                    --                     $101,651
P.O. Box 842539
Dallas, TX 75284-2539

Allan A. Sebanc                    --                      $66,197
102 Stonepine Road
Hillsborough, CA 94010

Freshpoint                         --                      $61,797

Alderwood Mall LLC                 --                      $54,173

Pioneer Place LLC                  --                      $53,966

Clackamas Mall LLC                 --                      $46,190

Bohannon Development Co.           --                      $44,839

Northgate Mall Partnership         --                      $41,771

BV Centercal LLC                   --                      $40,472

Streets of Tanasbourne LLC         --                      $34,368

Sysco Intermountain Food Service   --                      $33,709

Charlie's Produce                  --                      $30,452

Albert and Judith Lamperti         --                      $23,830

New System Laundry LLC             --                      $22,610

Wasserstrom Company Inc.           --                      $21,805

KMV Properties LLC                 --                      $18,582

Aramark Uniform Services           --                      $18,443

Southern Wine & Spirits of N. C.A. --                      $13,777

Cool Temp Inc.                     --                      $12,038


WAVELAND PROFESSIONAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Waveland Professional Plaza, LLC
        P.O. Box 4281
        Bay Saint Louis, MS 39521

Bankruptcy Case No.: 12-50448

Chapter 11 Petition Date: March 6, 2012

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Gulfport Divisional Office)

Judge: Katharine M. Samson

Debtor's Counsel: Patrick A. Sheehan, Esq.
                  SHEEHAN & JOHNSON, PLLC
                  P.O. Drawer 8299
                  Biloxi, MS 39535
                  Tel: (228) 875-0572
                  Fax: (228) 875-0895
                  E-mail: pat@sheehanlawfirm.com

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

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

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

The petition was signed by John Neumeyer, authorized agent.


WEIGHT WATCHERS: S&P Assigns 'BB+' Senior Secured Debt Rating
-------------------------------------------------------------
Standard & Poor's Rating Services assigned its issue-level and
recovery ratings to Weight Watchers International (WWI) Inc.'s
proposed new senior secured debt: up to approximately $900 million
to $1 billion in bank debt and up to approximately $500 million to
$600 million in institutional debt, due in 2017 and 2019. "The
assigned issue-level rating for each tranche is 'BB+', one notch
above the corporate credit rating on WWI. The recovery rating is
'2', indicating our expectation for substantial recovery (70% to
90%) in the event of a payment default," S&P said.

WWI will use the proceeds from this up to $1.5 billion total new
issuance for share repurchases. Artal Holdings Sp. Z. o.o.
Succursale de Luxembourg's share of ownership is to remain
unchanged at approximately 52%.

"Financial covenants similar to those applying to the existing
credit facilities will govern the new facilities: total net
leverage (defined as the ratio of net debt to EBITDA) of 5.0x,
subject to step-downs, and EBITDA coverage of interest expense of
2.0x. We expect WWI to continue to maintain significant covenant
cushions," S&P said.

Ratings List
Weight Watchers International Inc.
Corporate credit rating      BB/Negative/--

New Rating
Weight Watchers International Inc.
Senior secured               BB+
   Recovery rating            2


WESTAR ENERGY: Moody's Issues Summary Credit Opinion
----------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Westar Energy, Inc. and includes certain regulatory disclosures
regarding its ratings. This release does not constitute any change
in Moody's ratings or rating rationale for Westar Energy, Inc. and
its affiliates.

Moody's current ratings on Westar Energy, Inc. and its affiliates
are:

First Mortgage Bonds domestic currency ratings of A3

Senior Secured Bank Credit Facility domestic currency ratings of
A3

LT Issuer Rating ratings of Baa2

Pref. Stock domestic currency ratings of Ba1

Senior Secured Shelf domestic currency ratings of (P)A3

Senior Unsec. Shelf domestic currency ratings of (P)Baa2

Pref. Shelf domestic currency ratings of (P)Ba1

Commercial Paper domestic currency ratings of P-2

Backed First Mortgage Bonds domestic currency ratings of A3

Underlying First Mortgage Bonds domestic currency ratings of A3

Kansas Gas and Electric Company

First Mortgage Bonds domestic currency ratings of A3

Senior Secured domestic currency ratings of A3

LT Issuer Rating domestic currency ratings of Baa2

Senior Secured Shelf domestic currency ratings of (P)A3

Backed First Mortgage Bonds domestic currency ratings of A3

Underlying First Mortgage Bonds domestic currency ratings of A3

Ratings Rationale

Westar's (P)Baa2 rating (senior unsecured) reflects the company's
constructive regulatory jurisdiction and cost recovery provisions,
credit metrics currently in line with the "Baa" rating category,
and its significant low-cost generating capacity. Rating
challenges include the company's sizeable budget for transmission
build and environmental spending; aimed at reducing emissions at
its predominately coal fired generating fleet. Also reflected in
the rating is the company's relatively small size and lack of
regional diversification given its concentration in Kansas.

KGE has an atypical corporate structure in that it is a regulated
utility owned by a parent regulated utility, Westar. As such,
there is no parent "holding company". Although Westar is organized
as two separate legal entities (Westar and KGE) Moody's has
historically viewed Westar as one entity for rating purposes.
KGE's first mortgage bonds (A3) are currently rated the same as
Westar's first mortgage bonds due to a lack of any meaningful
restrictions in the movement of funds between the subsidiary and
the parent company, the sharing of bank credit facilities and the
commingling of treasury and cash management functions, which
minimizes the distinction between the overall risk profiles of the
two entities. As a practical matter, the companies are also
effectively operated as one in terms of meeting the day-to-day
business needs of its customers.

Rating Outlook

The rating outlook is stable. Moody's expects the company to
maintain its mid Baa credit profile and adequate liquidity during
this heavy period of rate base growth.

What Could Change the Rating - Up

Given the recent upgrade and large capital spending plan, further
positive rating action at this time is unlikely. However, ratings
could be positively affected if financial metrics improve and are
sustained at levels that are strong for the Baa rating category,
including CFO pre-w/c interest coverage approaching 4.5x and CFO
pre-w/c to debt of at least 20%.

What Could Change the Rating - Down

Downward pressure on the company's rating could arise over a
change in its regulatory relationship, a substantial increase in
capital spending especially if financed with an over-emphasis on
debt, resulting in a sustained deterioration of credit metrics
that would result CFO (pre W/C) to debt falling lower than 13% and
RCF to debt declining to below 9% for an extended period.

The principal methodology used in these ratings was Regulated
Electric and Gas Utilities published in August 2009.


YACOOBIAN ENTERPRISES: Bristol Buys 3 Hotels for $9.8 Million
-------------------------------------------------------------
The Los Angeles Times reports that The King Edward, the Baltimore
and the Leland hotels, scattered around the intersection of 5th
and Los Angeles streets, have been sold to developers for $9.8
million at a bankruptcy auction to a partnership named Bristol
423.  The three locations were most recently owned by Yacoobian
Enterprises LP, which filed for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 10-_____) on Aug. 8, 2010.


ZALE CORP: Files Form 10-Q, Reports $28.8MM Earnings in Q2 2012
---------------------------------------------------------------
Zale Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net
earnings of $28.84 million on $663.76 million of revenue for the
three months ended Jan. 31, 2012, compared with net earnings of
$27.21 million on $626.41 million of revenue for the same period a
year ago.

The Company reported a net loss of $3.03 million on $1.01 billion
of revenue for the six months ended Jan. 31, 2012, compared with a
net loss of $70.67 million on $953.45 million of revenue for the
same period during the prior year.

The Company's balance sheet at Jan. 31, 2012, showed $1.25 billion
in total assets, $1.05 billion in total liabilities and $202.29
million in total stockholders' investment.

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

                        http://is.gd/g0iqKw

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/


ZOGENIX INC: Incurs $23.7 Million Net Loss in Fourth Quarter
------------------------------------------------------------
Zogenix, Inc., reported a net loss of $23.70 million on
$7.90 million of total revenues for the three months ended Dec.
31, 2011, compared with a net loss of $2.13 million on $8.80
million of total revenues for the same period a year ago.

The Company reported a net loss of $83.90 million on $37.57
million of total revenues for the year ended Dec. 31, 2011,
compared with a net loss of $73.56 million on $23.44 million of
total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $100.64
million in total assets, $91.32 million in total liabilities and
$9.31 million in total stockholders' equity.

Roger Hawley, chief executive officer of Zogenix, stated, "We
continued to drive positive SUMAVEL DosePro prescription growth in
the fourth quarter.  During this time, we reached an agreement
with Astellas to conclude our co-promotion agreement for SUMAVEL
DosePro in the primary care segment at the end of the first
quarter 2012.  We have implemented a detailed transition plan
which we believe will help ensure uninterrupted access and service
to most physicians in the Astellas segment.  Zogenix's expanded
sales force is now focused on leveraging our published Phase 4
data and innovative patient starter kit to drive adoption among
headache specialists, neurologists, and key primary care
physicians."

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

                        http://is.gd/KpuUve

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

As reported in the TCR on March 8, 2011, Ernst & Young LLP, in San
Diego, Calif., expressed substantial doubt about Zogenix's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that of the Company's
recurring losses from operations and lack of sufficient working
capital.


ZOO ENTERTAINMENT: In Talks with D. Smith on Possible Financing
---------------------------------------------------------------
David E. Smith and his affiliates disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that they may
provide additional financing to Zoo Entertainment, Inc., through
various agreements, including but not limited to, factoring and
other lending facilities, which may contain provisions that permit
conversion into equity securities.  Additionally, the Reporting
Persons may determine to sell or otherwise dispose of all or some
of their holdings of shares of common stock at any time.

Mr. Smith is the president of Coast Offshore Management.  Coast
Offshore Management is the managing general partner of The Coast
Fund.  The Coast Fund is the sole member of Coast Medina.

Mr. Smith and his affiliates disclosed that, as of Feb. 29, 2012,
they beneficially own 2,216,290 shares of common stock of Zoo
Entertainment, Inc., representing 26.5% of the shares outstanding.

A copy of the regulatory filing is available for free at:

                        http://is.gd/0tYCGO

                      About Zoo Entertainment

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG)
is a developer, publisher and distributor of interactive
entertainment for Internet-connected consoles, handheld gaming
devices, PCs, and mobile devices.

The Company reported a net loss of $19.74 million on $8.59 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $837,000 on $43.71 million of revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $6.19
million in total assets, $13.03 million in total liabilities and a
$6.84 million total stockholders' deficit.

As reported in the TCR on Apr 26, 2011, EisnerAmper LLP, in
Edison, N.J., expressed substantial doubt about Zoo
Entertainment's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has both incurred losses and experienced net cash
outflows from operations since inception.


ZOO ENTERTAINMENT: MMB Agrees to Provide $200,000 Add'l Funding
---------------------------------------------------------------
Zoo Publishing, Inc., a wholly-owned subsidiary of Zoo
Entertainment, Inc., entered into the Fourth Amendment to Second
Amended and Restated Factoring and Security Agreement with Panta
Distribution, LLC, and MMB Holdings LLC, pursuant to which the
parties agreed to amend that certain Second Amended and Restated
Factoring and Security Agreement dated as of Oct. 28, 2011.

Pursuant to the Factoring Agreement Amendment, MMB agreed to
provide $200,000 in additional funding to Zoo Publishing under the
Factoring Agreement.  The Additional Funding will bear interest at
the lesser of a rate of 15% per annum, or the maximum rate
permitted by law.

MMB, a limited liability company organized under the laws of
Delaware, is owned by David E. Smith, a former director of the
Company, and Jay A. Wolf, Executive Chairman of the Board of
Directors of the Company.  Each of Mr. Smith and Mr. Wolf is a
member, equity owner, and officer or manager, as the case may be,
of MMB, and Mr. Smith is the managing member of Mojobear Capital,
the managing member of MMB.

                      About Zoo Entertainment

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG)
is a developer, publisher and distributor of interactive
entertainment for Internet-connected consoles, handheld gaming
devices, PCs, and mobile devices.

The Company reported a net loss of $19.74 million on $8.59 million
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $837,000 on $43.71 million of revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $6.19
million in total assets, $13.03 million in total liabilities and a
$6.84 million total stockholders' deficit.

As reported in the TCR on Apr 26, 2011, EisnerAmper LLP, in
Edison, N.J., expressed substantial doubt about Zoo
Entertainment's ability to continue as a going concern, following
the Company's 2010 results.  The independent auditors noted that
the Company has both incurred losses and experienced net cash
outflows from operations since inception.


* Chicago's City National Bank Failure is 13th This Year
--------------------------------------------------------
City National Bank of Chicago was taken over by regulators on
March 9. The Federal Deposit Insurance Corp. was unable to find
another bank to take over the business.  The failed bank has $72.4
million in deposits. The FDIC estimated the failure will cost the
insurance fund $17.4 million.

The failure was the 13th this year.  In 2010, 157 banks with $92.1
billion in total assets failed while 92 institutions with $34.9
billion in total assets were closed in 2011.

As the economy recovers and the 2007-2009 financial crisis fades
further into the distance, the pace of bank failures has slowed,
Reuters notes.

According to Reuters, smaller banks, particularly those with less
than $1 billion in assets, have made up the majority of closures
the past few years.

                      2012 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
New City Bank            $71.2  [No Acquirer]             $17.4
Global Commerce Bank    $143.7  Metro City Bank           $17.9
Home Savings of Amer.   $434.1  [No Acquirer]             $38.8
Central Bank of Georgia $278.9  Ameris Bank               $67.5
Charter National Bank    $93.9  Barrington Bank           $17.4
SCB Bank                $182.6  First Merchants Bank      $33.9
Tennessee Commerce    $1,185.0  Republic Bank & Trust    $416.8
First Guaranty Bank     $377.9  CenterState Bank          $82.0
BankEast                $272.6  U.S. Bank N.A.            $75.6
Patriot Bank            $111.3  First Resource Bank       $32.6
The First State Bank    $416.8  Hamilton State Bank      $416.8
Central Florida          $79.1  CenterState Bank          $24.4
American Eagle           $19.6  Capital Bank, N.A.         $3.2

In 2011 there were 92 failed banks, compared with 157 in 2010, 140
in 2009 and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

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

                    813 Banks in Problem List

The FDIC's Quarterly Banking Profile for Dec. 31, 2011, says that
The number of institutions on the FDIC's "Problem List" declined
from 844 to 813 during the quarter, and total assets of "problem"
institutions fell from $339 billion to $319.4 billion.  The number
of institutions in the "problem list" has decreased for the third
consecutive quarter.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, saw its balance
increase in the fourth quarter to $9.2 billion (unaudited) from
$7.8 billion in the third quarter, the eighth consecutive
quarterly increase.

               Problem Institutions        Failed Institutions
               --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2011              813      $319,432          92        $34,923
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* S&P 2012 Global Corporate Defaults Tally Rises to 23
------------------------------------------------------
Two U.S.-based issuers and one Brazil-based issuer defaulted last
week, raising the 2012 global corporate default tally to 23, said
an article published March 8 by Standard & Poor's Global Fixed
Income Research, titled "Global Corporate Default Update (March 1
- 7, 2012)."

The first defaulter was Brazil-based electricity distributor
Centrais Eletricas do Para.  Standard & Poor's Ratings Services
lowered its rating on Centrais Eletricas do Para, to 'D' from
'CCC+' following the firm's judicial reorganization filing.
Standard & Poor's lowered its rating on the second defaulter,
U.S.-based gaming operator Circus and Eldorado Joint Venture to
'D' from 'CCC-' after the company failed to pay principal on its
mortgage notes at maturity.  The last defaulter, Native American
gaming operator Mohegan announced the completion of its
comprehensive debt refinancing transactions, including the
consummation of its exchange offers and the amendment and
restatement of its credit facility.  Subsequently, Standard &
Poor's lowered its issuer credit rating on the company to 'SD'
(selective default) from 'CC'.

Of the 23 total defaults this year, 14 were based in the U.S.,
five in the emerging markets, three in Europe, and one in the
other developed region (Australia, Canada, Japan, and New
Zealand).

S&P revised this tally after its monthly reconciliation process to
include two issuers that defaulted last month whose ratings were
withdrawn in 2009.  One rating was withdrawn at the issuer's
request and the other was withdrawn as a result of a ratings
policy change on Dec. 18, 2008.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                          Share-      Total
                                Total   Holders'    Working
                               Assets     Equity    Capital
  Company         Ticker        ($MM)      ($MM)      ($MM)
  -------         ------       ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN        125.3       (7.2)      10.8
ACCO BRANDS CORP  ABD US      1,116.7      (61.9)     316.8
AMC NETWORKS-A    AMCX US     2,121.5   (1,065.5)     519.5
AMER AXLE & MFG   AXL US      2,328.7     (419.6)     187.0
AMER RESTAUR-LP   ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO  ASCA US     2,012.0      (90.6)     (33.0)
AMYLIN PHARM INC  AMLN US     1,870.2     (138.7)     125.2
ANOORAQ RESOURCE  ARQ SJ        927.7     (148.7)      29.2
ARRAY BIOPHARMA   ARRY US        82.2     (127.2)     (15.1)
AUTOZONE INC      AZO US      6,056.5   (1,295.5)    (608.2)
BAZAARVOICE INC   BV US          46.8      (15.4)     (18.2)
BLUEKNIGHT ENERG  BKEP US       320.8      (12.5)     (69.9)
BOSTON PIZZA R-U  BPF-U CN      146.9     (105.3)      (2.0)
CABLEVISION SY-A  CVC US      7,143.3   (5,560.3)    (240.5)
CADIZ INC         CDZI US        49.3       (4.7)       2.5
CAPMARK FINANCIA  CPMK US    20,085.1     (933.1)       -
CC MEDIA-A        CCMO US    16,542.0   (7,471.9)   1,556.3
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
CENVEO INC        CVO US      1,385.6     (381.7)     199.9
CERES INC         CERE US        33.1      (13.7)      12.0
CHENIERE ENERGY   CQP US      1,737.3     (545.0)      57.7
CHENIERE ENERGY   LNG US      2,915.3     (173.0)       6.5
CHOICE HOTELS     CHH US        447.7      (25.6)      10.2
CIENA CORP        CIEN US     1,918.3      (21.1)     918.6
CINCINNATI BELL   CBB US      2,714.7     (715.2)     (35.4)
CLOROX CO         CLX US      4,290.0     (199.0)    (289.0)
CLOVIS ONCOLOGY   CLVS US        26.4      (18.1)     (19.2)
CROWN HOLDINGS I  CCK US      6,868.0     (239.0)     318.0
DEAN FOODS CO     DF US       5,754.4      (98.7)     220.8
DELTA AIR LI      DAL US     43,499.0   (1,396.0)  (4,972.0)
DENNY'S CORP      DENN US       350.5       (9.7)     (25.9)
DIGITAL DOMAIN M  DDMG US       178.9      (85.7)     (38.3)
DIRECTV-A         DTV US     18,423.0   (2,842.0)    (502.0)
DISH NETWORK-A    DISH US    11,470.2     (419.0)     527.3
DISH NETWORK-A    EOT GR     11,470.2     (419.0)     527.3
DOMINO'S PIZZA    DPZ US        480.5   (1,209.7)     129.7
DUN & BRADSTREET  DNB US      1,977.1     (740.2)    (226.6)
FREESCALE SEMICO  FSL US      3,415.0   (4,480.0)   1,432.0
GENCORP INC       GY US         939.5     (207.2)     101.1
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
GOLD RESERVE INC  GRZ US         85.2      (19.9)      60.2
GOLD RESERVE INC  GRZ CN         85.2      (19.9)      60.2
GRAHAM PACKAGING  GRM US      2,947.5     (520.8)     298.5
GRAMERCY CAPITAL  GKK US      4,514.8     (598.1)       -
HCA HOLDINGS INC  HCA US     26,898.0   (7,014.0)   1,679.0
HUGHES TELEMATIC  HUTCU US       94.0     (111.8)     (39.0)
HUGHES TELEMATIC  HUTC US        94.0     (111.8)     (39.0)
INCYTE CORP       INCY US       329.0     (227.1)     175.2
IPCS INC          IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US       153.1      (49.1)       2.3
JUST ENERGY GROU  JE US       1,644.4     (394.5)    (338.4)
JUST ENERGY GROU  JE CN       1,644.4     (394.5)    (338.4)
LIN TV CORP-CL A  TVL US        815.8     (115.0)      56.6
LIZ CLAIBORNE     LIZ US        950.0     (109.0)     124.8
LORILLARD INC     LO US       3,008.0   (1,513.0)   1,079.0
MANNING & NAPIER  MN US          66.1     (184.6)       -
MARRIOTT INTL-A   MAR US      5,910.0     (781.0)  (1,234.0)
MEAD JOHNSON      MJN US      2,766.8     (168.0)     689.6
MERITOR INC       MTOR US     2,553.0     (983.0)     180.0
MONEYGRAM INTERN  MGI US      5,175.6     (110.2)     (40.4)
MOODY'S CORP      MCO US      2,876.1     (158.4)     290.4
MORGANS HOTEL GR  MHGC US       557.7      (84.5)      18.3
NATIONAL CINEMED  NCMI US       820.2     (346.8)      68.4
NAVISTAR INTL     NAV US     11,503.0     (190.0)   2,238.0
NEXSTAR BROADC-A  NXST US       582.7     (187.0)      26.2
NPS PHARM INC     NPSP US       214.0      (46.1)     156.0
NYMOX PHARMACEUT  NYMX US         6.5       (5.5)       3.3
ODYSSEY MARINE    OMEX US        25.8       (0.7)      (4.1)
OTELCO INC-IDS    OTT US        317.7      (12.4)      18.6
OTELCO INC-IDS    OTT-U CN      317.7      (12.4)      18.6
PALM INC          PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US       269.5     (204.3)     100.5
PETROALGAE INC    PALG US         8.3      (76.0)     (77.4)
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US       302.4     (106.2)      45.8
REGAL ENTERTAI-A  RGC US      2,341.3     (572.5)       2.8
RENAISSANCE LEA   RLRN US        57.0      (28.2)     (31.4)
RENTECH NITROGEN  RNF US        152.4      (76.1)     (32.3)
REVLON INC-A      REV US      1,157.1     (692.9)     183.3
RSC HOLDINGS INC  RRR US      3,141.0      (38.4)      (1.0)
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US      1,792.7     (168.5)     482.3
SINCLAIR BROAD-A  SBGI US     1,571.4     (111.4)      14.1
SINCLAIR BROAD-A  SBTA GR     1,571.4     (111.4)      14.1
SMART TECHNOL-A   SMT US        529.8       (7.1)     183.9
SMART TECHNOL-A   SMA CN        529.8       (7.1)     183.9
SUN COMMUNITIES   SUI US      1,368.0     (100.7)       -
SYNERGY PHARMACE  SGYP US         2.1       (8.6)      (6.1)
TAUBMAN CENTERS   TCO US      3,336.8     (256.2)       -
THERAVANCE        THRX US       258.8      (87.1)     199.3
UNISYS CORP       UIS US      2,612.2   (1,311.0)     487.3
VECTOR GROUP LTD  VGR US        927.8      (89.0)     194.5
VERISIGN INC      VRSN US     1,856.2      (88.1)     788.9
VERISK ANALYTI-A  VRSK US     1,541.1      (98.5)     104.0
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
WEIGHT WATCHERS   WTW US      1,121.6     (409.8)    (279.7)
WESTMORELAND COA  WLB US        769.0     (174.4)      (5.9)


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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