TCR_Public/120314.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 14, 2012, Vol. 16, No. 73

                            Headlines

400 BLAIR: Wells Fargo Says USLR Inappropriate as DIP Lender
400 BLAIR: Wells Fargo Asserts Automatic Stay Must be Lifted
ALEXANDRIA REAL ESTATE: S&P Rates $130-Mil. Preferred Stock 'BB'
ALLY FINANCIAL: Fortress Said to Be in Talks to Buy ResCap
AMERCABLE INC: S&P Withdraws 'BB+' CCR Over Nexans' Sale Deal

AMERICAN AIRLINES: Pilots Union Sues Over CBA Rejection
AMERICAN AIRLINES: Committee Wins Approval for Skadden as Counsel
AMERICAN AIRLINES: Committee Wins OK for Togut as Co-Counsel
AMERICAN AIRLINES: Court Rejects Bid for Ex-TWA Pilots' Committee
AMERICAN AIRLINES: Hiring of Advisors Approved by Judge

AMERICAN AIRLINES: Wants Plan Filing Exclusivity Until Sept. 28
AZ-TECH RADIOLOGY: Files for Chapter 11 in Phoenix
AZ-TECH RADIOLOGY: Updated Chapter 11 Case Summary
BAKERSFIELD GROVE: Files for Chapter 11 in Santa Ana
BAKERSFIELD GROVE: Case Summary & 9 Largest Unsecured Creditors

BALTIMORE GAS: Moody's Upgrades Preferred Stock From 'Ba1'
BERNARD L. MADOFF: UBS Clawback Suit Moved Back to Bankr. Court
BRI SERVICES: Files for Chapter 11 Bankruptcy Protection
BRIER CREEK: In Chapter 11 Amid Dispute With Lender
BUFFETS INC: Files Schedules of Assets and Liabilities

BUFFETS INC: Section 341(a) Meeting Continued Until March 15
CANADIAN NORTHERN: A.M. Best Affirms 'B' Finc'l. Strength Rating
CAPITAL CITY: Court OKs Ravich Meyer as Bankruptcy Attorneys
CAPITAL CITY: Files Schedules of Assets and Liabilities
CCM MERGER: Moody's Reviews 'Caa1' CFR for Possible Upgrade

CDC CORP: Creditors Have Until May 2 to File Proofs of Claim
CENVEO CORP: S&P Rates New $450-Mil. Sr. Unsecured Notes at 'CCC+'
CHARLESTON ASSOCIATES: Lender Agrees Not to File Competing Plan
CHARLESTON ASSOCIATES: Can Use BofA Cash Collateral Until May 31
CIT GROUP: Can Appeal Tax Row Case at 2nd Circ., Judge Says

CIT GROUP: DBRS Assigns Senior Unsecured Notes Rating at 'BB'
CIT GROUP: S&P Ups Issuer Credit Rating to 'BB-'; Outlook Stable
CLARE OAKS: Cash Collateral Use Requires Auction in June
CLARE OAKS: Has Final Authority to Access $6-Mil DIP Financing
CLIFFS CLUB: March 16 Final Hearing on Cash Use, $7.5MM DIP Loan

CLIFFS CLUB: Has 6-Member Creditors Committee
CLIFFS CLUB: Schedules Filing Deadline Extended to March 30
CNH EQUIPMENT: Moody's Assigns Provisional Ratings to ABS Notes
COMMONWEALTH EDISON: Fitch Affirms Rating on Pref. Stock at 'BB+'
COMPTON CALIF: S&P Lowers Lease-Revenue Bonds Rating to 'BB'

DAVID KIRCHER: Judge Appoints Chapter 11 Trustee to Oversee Case
DETROIT, MI: Will Not Receive a Loan Without Turnaround Plan
DEXIA CREDIT: Moody's Reviews 'E+' BFSR for Downgrade
EAGLE CROSSROADS: Now Has Cash, Obtains Case Dismissal
EASTERN LIVESTOCK: Assets Sold; Chapter 11 Case Dismissed

ENIVA USA: Exits Chapter 11; To Repay Creditors Thru 2014
ENTRAVISION COMMS: Moody's Reviews 'B1' CFR for Possible Downgrade
EVERGREEN SOLAR: Sells Devens Plant to Hackman Capital
EXELON CORP: Moody's Lifts Rating on Jr. Debentures From 'Ba1'
EXPRESS INC: S&P Ups Corp. Credit Rating to 'BB'; Outlook Stable

EVERGREEN SOLAR: To Sell Hackman Assets for $8.53 Million
FAIRFIELD SENTRY: Liquidator Files 45 Clawback Suits
FIRST DATA: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
FULLER BRUSH: Conway MacKenzie's Perkins to Become CRO
GARDA SECURITY: Moody's Rates Sr. Sec. Bank Facilities at 'Ba1'

GARDENS OF GRAPEVINE: Reorganization Plan Declared Effective
GATEWAY HOTEL: Gets Approval to Use Cash Collateral Until March 31
GELT PROPERTIES: Committee, Secured Lender Oppose Plan Disclosures
GELT PROPERTIES: Vist Bank Says Protection Payment Not Sufficient
GEORGE NEWKIRK: Court Denies Confirmation of Chapter 11 Plan

GLOBAL AVIATION: Proposes $45MM DIP Loan from First Lien Lenders
HARBINGER GROUP: Moody's Confirms 'B3' CFR; Outlook Negative
HARDAGE HOTELS I: May Use OneWest Bank Collateral Through April 2
HARDAGE HOTELS I: Wants OneWest Barred From Suing Management
HARRISBURG, PA: To Skip Bond Payments Due March 15

HARRON COMMUNICATIONS: S&P Keeps 'B' Corporate Credit Rating
HOSTESS BRANDS: Files Schedules of Assets and Liabilities
HOSTESS BRANDS: Taps Garden City as Communications Services Agent
INNKEEPERS USA: Trustee Settles $84-Mil. PE Firms Claim Dispute
ISAACSON STEEL: Wants Access to Cash Collateral Until April 13

KEELEY AND GRABANSKI: Lease to Owner's Friend Declared Fraudulent
KINDER MORGAN: S&P Keeps 'BB' Corp. Credit Rating; Outlook Stable
LICHTIN/WADE: Hires HP&G as Accountant
LPL HOLDINGS: Moody's Affirms 'Ba2' Corporate Family Rating
MIRION TECHNOLOGIES: S&P Gives 'B' Prelim. Corp. Credit Rating

MOHEGAN TRIBAL: S&P Raises Issuer Credit Rating to 'B-'
NEBRASKA BOOK: Plans to Shut Down Ann Arbor & Ypsilanti Outlets
NEWASURION CORP: S&P Affirms 'B+' Counterparty Credit Ratings
NICHOLAS HOMES: Bankr. Court Rules on Couch's $41K Judgment Lien
PACIFIC CAPITAL: Moody's Reviews 'B2' Issuer Rating for Upgrade

PACIFIC CAPITAL: DBRS Places 'B' Issuer Debt Rating on Review
PALM BEACH FINANCE: Trustee Allowed to Intervene in Petters Case
PEGASUS RURAL: Xanadoo Units Have Final $3-Mil. Loan Approval
PFF BANCORP: Disclosure Statement for Liquidating Plan Approved
PHH CORPORATION: Moody's Issues Summary Credit Opinion

PHILADELPHIA ORCHESTRA: Exclusive Filing Period Extended to May 11
PJ FINANCE: Wants One-Month Plan Exclusivity Extension
PL PROPYLENE: Moody's Assigns 'B1' Corporate Family Rating
PMI GROUP: Committee Has Nod to Retain Roshka as Special Counsel
PMI GROUP: Committee Has OK to Tap Peter Solomon as Fin'l Advisor

R&G MORTGAGE: Quantum G&A Joint Venture to Serve as Consultant
R&G MORTGAGE: Files Schedules of Assets and Liabilities
R&G MORTGAGE: Sec. 341 Creditors' Meeting Set for April 18
R.E. LOANS: Deadline for Residual Causes of Action Extended
REAL MEX: Court Approves CRG Partners and Gene R. Baldwin as CRO

RENEGADE HOLDINGS: Owner to Plead Guilty on Criminal Charges
RENEGADE HOLDINGS: Iron Horse to Auction Assets in April
RES-CARE INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
RICHMOND COUNTY: Fitch Raises Rating on Preferred Stock to 'BB-'
ROTHSTEIN ROSENFELDT: Trustee Seeks $10 Million From Insurer

SERENA SOFTWARE: S&P Keeps 'B+' Rating on New $117-Mil. Term Loan
SILGAN HOLDINGS: S&P Affirms 'BB+' Corporate Credit Rating
SOUTHERN MONTANA: Trustee Gets OK to Hire Eide as Accountant
SPROUTS FARMERS: Moody's Reviews 'B2' CFR for Possible Downgrade
STOCKTON, CA: Sued by Indenture Trustee After Missed Payment

T-L BRYWOOD: Files for Chapter 11 in Chicago
T-L BRYWOOD: Case Summary & 20 Largest Unsecured Creditors
TBS INTERNATIONAL: Can Hire AlixPartners LLP as Financial Advisors
TBS INTERNATIONAL: Cardillo & Corbett OK'd as Corporate Counsel
TBS INTERNATIONAL: Court OKs Access to AIG Cash Collateral

TBS INTERNATIONAL: Finally OK'd to Pay $22MM to Critical Vendors
TBS INTERNATIONAL: Gets Final Nod to Incur $41.5MM Loan from BofA
TERRESTAR CORP: Hearing on Exclusivity Extensions Set for March 20
TRACY PRESS: Phoenix Publishing Offers to Buy Biz for $758,500
TRAINOR GLASS: Files for Chapter 11 in Chicago

U.S. STEEL: Fitch Rates New Senior Notes at 'BB'
UNITED RETAIL: Gets Final OK to Obtain Financing from Wells Fargo
VITRO SAB: April 9 Trial on Enforcement of Plan in U.S.
WATERFORD GAMING: S&P Affirms 'CCC' Issuer Credit Rating
WINTDOTS DEVELOPMENT: Files for Chapter 11 in Virgin Islands

WINTDOTS DEVELOPMENT: Case Summary & Creditors List
WOLF LANDSCAPE: Can Use IRS Cash Collateral Until April 20
YELLOWSTONE MOUNTAIN: Court Nixes Blixseth Bid to Reconsider Order

* Seventh Circuit Permits Suit on Undisclosed Claim
* Junior Lien Stripping Permitted in Chapter 20 Case

* Upcoming Meetings, Conferences and Seminars

                            *********

400 BLAIR: Wells Fargo Says USLR Inappropriate as DIP Lender
------------------------------------------------------------
Wells Fargo Bank, N.A., asks the U.S. Bankruptcy Court for the
District of New Jersey to deny 400 Blair Realty Holdings, LLC's
motion to obtain postpetition financing secured by a junior lien
on the mortgaged property.

Wells Fargo, as successor by merger to Wells Fargo Bank Minnesota,
N.A., as trustee for the Registered Holders of Solomon Brothers
Mortgage Securities VII, Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-C2, relates that it would be
inappropriate for the United States Land Resources, L.P., to be
approved as a lender in the case.

According to Wells Fargo, USLR has continued disregard of orders
of the District Court, is unwilling to follow Court orders by its
disregard of the Receiver Order and it continuing disregard of the
contempt order.

In the contempt order, Lawrence S. Berger, USLR and Realty
Management Associates were all held in contempt of Court for
violating the order appointing receiver, dated Sept. 1, 2010,
entered by the District Court.  In the contempt order, the
District Court directed the contempt defendants to pay to the
receiver the $290,000 improperly recovered from Cadbury.

Mr. Berger was the person acting on behalf of USLR and RMA, well
as Debtor.

Wells Fargo notes that as of March 6, the receiver has not
received payment of the $290,000.

Previously, the Bankruptcy Court ordered that USLR is authorized
to loan up to an additional $90,000 to the Debtor for the sole
purpose of continuing the property insurance on the Debtor's
property, payment of the 1st quarter 2012 real estate taxes, and
payment of United States Trustee quarterly fees.

In accordance with Section 364(c)(3) of the Bankruptcy Code, the
loan will be secured by a junior lien against the Debtor's real
property located at 400 Blair Road, Carteret, Middlesex County,
New Jersey.

The loan will be repaid either on confirmation of a plan of
reorganization or further order of the Court.

                      About 400 Blair Realty

400 Blair Realty Holdings, LLC, in Morristown, New Jersey, was
formed in June 2000 to acquire real property improved with 181,000
sq. ft industrial building situated on 14.7 acres located at 400
Blair Road, Carteret, Middlesex County, New Jersey.  The Property
was acquired on Aug. 6, 1999.

United States Land Resources, L.P., holds a 50% equity interest in
400 Blair.  USLR's general partner is United States Realty
Resources, Inc., and Lawrence S. Berger is the president of USRR.
400 Blair's other member is Success Treuhand GmbH, which holds a
50% equity interest.  Success is a trust set up under German law.
Success operates much like a United States trust company.
Success' sole owner is Eckart Straub, a German national.

400 Blair filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
11-37887) on Sept. 23, 2011, after a court appointed a receiver
for its property and ordered a foreclosure sale.  Judge Michael B.
Kaplan presides over the case.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Lawrence S.
Berger, manager.

The Debtor's bankruptcy counsel is Morris S. Bauer, Esq., at
Norris McLaughlin & Marcus, PA, in Bridgewater, New Jersey.


400 BLAIR: Wells Fargo Asserts Automatic Stay Must be Lifted
------------------------------------------------------------
Wells Fargo Bank, N.A., on March 6, 2012, asked the U.S.
Bankruptcy Court for the District of New Jersey to deny 400 Blair
Realty Holdings, LLC's motion to reinstate the automatic stay.

Wells Fargo, as trustee for the Registered Holders of Solomon
Brothers Mortgage Securities VII, Inc., Commercial Mortgage Pass-
Through Certificates, Series 2000-C2 related that the Court has
extended the stay from proceeding with a foreclosure sale of the
Debtor's property located at 400 Blair Road, Carteret, New Jersey
until March 9.

Wells Fargo added that the Debtor has "unclean hands" and is not
entitled to the equitable relief it seeks.  Wells Fargo noted that
the contempt order and recent developments must eliminate any
doubt the Court may have had concerning the wrongfulness of the
conduct of Debtor and its principal and affiliates.  It has now
been established that Debtor and its principals and affiliates
have engaged in significant improper and inequitable conduct and
cannot be trusted.

                      About 400 Blair Realty

400 Blair Realty Holdings, LLC, in Morristown, New Jersey, was
formed in June 2000 to acquire real property improved with 181,000
sq. ft industrial building situated on 14.7 acres located at 400
Blair Road, Carteret, Middlesex County, New Jersey.  The Property
was acquired on Aug. 6, 1999.

United States Land Resources, L.P., holds a 50% equity interest in
400 Blair.  USLR's general partner is United States Realty
Resources, Inc., and Lawrence S. Berger is the president of USRR.
400 Blair's other member is Success Treuhand GmbH, which holds a
50% equity interest.  Success is a trust set up under German law.
Success operates much like a United States trust company.
Success' sole owner is Eckart Straub, a German national.

400 Blair filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No.
11-37887) on Sept. 23, 2011, after a court appointed a receiver
for its property and ordered a foreclosure sale.  Judge Michael B.
Kaplan presides over the case.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Lawrence S.
Berger, manager.

The Debtor's bankruptcy counsel is Morris S. Bauer, Esq., at
Norris McLaughlin & Marcus, PA, in Bridgewater, New Jersey.


ALEXANDRIA REAL ESTATE: S&P Rates $130-Mil. Preferred 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 Calif.-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 $2.5 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


ALLY FINANCIAL: Fortress Said to Be in Talks to Buy ResCap
----------------------------------------------------------
Fortress Investment Group LLC is in exclusive talks to buy
mortgage lender Residential Capital LLC through a prepackaged
Chapter 11, Bloomberg News' bankruptcy columnist Bill Rochelle
reported, citing a person familiar with the negotiations.  ResCap
is facing an April 13 maturity of two credit facilities provided
by the parent Ally Financial Inc.

                       About Ally Financial

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

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

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

Ally's balance sheet at Sept. 30, 2011, showed $181.95 billion
in total assets, $162.22 billion in total liabilities and
$19.73 billion in total equity.

                              ResCap

According to the Form 10-Q for the quarter ended Sept. 30, 2011,
although Ally's continued actions through various funding and
capital initiatives demonstrate support for ResCap, there can be
no assurances for future capital support.  Consequently, there
remains substantial doubt about ResCap's ability to continue as a
going concern.  Should Ally no longer continue to support the
capital or liquidity needs of ResCap or should ResCap be unable to
successfully execute other initiatives, it would have a material
adverse effect on ResCap's business, results of operations, and
financial position.

Ally said it has extensive financing and hedging arrangements with
ResCap that could be at risk of nonpayment if ResCap were to file
for bankruptcy.  At Sept. 30, 2011, Ally had $1.9 billion in
secured financing arrangements with ResCap of which $1.2 billion
in loans was utilized.  At Sept. 30, 2011, the hedging
arrangements were fully collateralized.  Amounts outstanding under
the secured financing and hedging arrangements fluctuate.  If
ResCap were to file for bankruptcy, ResCap's repayments of its
financing facilities, including those with Ally, could be slower.
In addition, Ally could be an unsecured creditor of ResCap to the
extent that the proceeds from the sale of Ally's collateral are
insufficient to repay ResCap's obligations to the Company.  It is
possible that other ResCap creditors would seek to recharacterize
Ally's loans to ResCap as equity contributions or to seek
equitable subordination of Ally's claims so that the claims of
other creditors would have priority over Ally's claims.

Ally also said that, should ResCap file for bankruptcy, Ally's
$331 million investment related to ResCap's equity position would
likely be reduced to zero.  If a ResCap bankruptcy were to occur
and a substantial amount of Ally's credit exposure is not repaid
to the Company, it could have an adverse impact on Ally's near-
term net income and capital position, but Ally does not believe it
would have a materially adverse impact on Ally's consolidated
financial position over the longer term.

                         *     *     *

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.

The downgrade primarily reflects deteriorating operating trends in
ResCap, which has continued to be a drag on Ally's consolidated
credit profile, as well as exposure to contingent mortgage-related
rep and warranty and litigation issues tied to ResCap, which could
potentially impact Ally's capital and liquidity levels.


AMERCABLE INC: S&P Withdraws 'BB+' CCR Over Nexans' Sale Deal
-------------------------------------------------------------
Standard & Poor's Ratings Services has removed from watch the
ratings on AmerCable Inc.  The ratings agency raised the Company's
'B-' corporate credit rating to 'BB+'; and simultaneously withdrew
the rating as Nexans S.A. completed the acquisition of the Company
for US$275 million.


AMERICAN AIRLINES: Pilots Union Sues Over CBA Rejection
-------------------------------------------------------
The Allied Pilots Association brought an adversary complaint
against AMR Corp. and its subsidiary American Airlines, Inc., to
block the Debtors from rejecting a collective bargaining contract
or changing the pilots' employment conditions that are not part of
a collective bargaining contract.

The APA pointed out that because the most recent collective
bargaining contract expired by its terms on May 1, 2008, well
before the Debtors' bankruptcy filing, there is no comprehensive
collective bargaining agreement with the Debtors that could be
rejected under Section 1113(c) of the Bankruptcy Code.

Section 1113(c) does not permit the Debtor to reject those
unemployment conditions of American pilots as to which there is no
current collective bargaining agreement, the APA argued.  Instead,
American and APA are obligated to continue complying with the
provisions of the Sections 151 to 188 of the Railway Labor Act,
according to the complaint.

Nevertheless, the APA says it seeks to continue negotiations with
American and to conclude a new CBA under the National Mediation
Board's auspices.  The APA is also seeking a proffer of binding
arbitration from the NMB and will participate in a Presidential
Emergency Board if necessary to reach an agreement.

The APA is the certified collective bargaining representative of
pilots employed by American Airlines.

"It is unfortunate that APA has resorted so quickly to litigation
rather than focusing on the bargaining table where there are
pressing economic issues to be resolved," Bruce Hicks, an American
spokesperson said in a Feb. 29 statement to Bloomberg News.

"To say that I am disappointed would be an understatement.
Management can choose how they handle bankruptcy restructuring,"
APA President Dave Bates said in response to AMR's speeding up
labor concessions in the hopes of emerging from bankruptcy in the
near term, according to a separate Reuters report.  Given the
situation at AMR, Mr. Bates said some AMR pilots plan to resign
and fly for Chinese carriers instead, Reuters added.

The APA is represented by:

        Edgar N. James, Esq.
        JAMES & HOFFMAN, P.C.
        1130 Connecticut Avenue, NW, Suite 950
        Washington, DC 20036
        Tel: (202) 496-0500
        E-mail: ejames@jamhoff.com

             - and -

        Filiberto Agusti, Esq.
        Joshua Robert Taylor, Esq.
        STEPTOE & JOHNSON LLP
        1330 Connecticut Ave., NW
        Washington, DC 20036
        Tel: (202) 429-3000
        Fax: (202) 261-0658
        E-mail: jrtaylor@steptoe.com
                fagusti@steptoe.com

                      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, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting LLC, is
the 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).


AMERICAN AIRLINES: Committee Wins Approval for Skadden as Counsel
-----------------------------------------------------------------
Judge Sean Lane authorized the Official Committee of Unsecured
Creditors in AMR Corp.'s Chapter 11 cases to retain Skadden, Arps,
Slate, Meagher & Flom LLP as its counsel, nunc pro tunc to
December 5, 2011.

Skadden Arps has agreed to:

  (a) advise the Committee regarding its rights, powers, and
      duties in the Chapter 11 Cases;

  (b) assist and advise the Committee in its consultations with
      the Debtors concerning the administration of the Chapter
      11 Cases;

  (c) assist and advise the Committee in its investigation of
      the acts, conduct, assets, liabilities, and financial
      condition of the Debtors, the operation of the Debtors'
      business and the desirability of the continuance of the
      business;

  (d) assist the Committee, as applicable, in the formulation,
      review, analysis and negotiation of any plan of
      reorganization that may be filed and assist the Committee,
      as applicable, in the formulation, review, analysis and
      negotiation of the disclosure statement accompanying any
      plan of reorganization;

  (e) assist the Committee in preparing pleadings and
      applications including, if applicable, any request for
      appointment of a trustee or examiner under Section 1104 of
      the Bankruptcy Code;

  (f) represent the Committee at court hearings and proceedings;

  (g) assist the Committee in the review, analysis, and
      negotiation of any financing agreements;

  (h) assist and advise the Committee as to its communications
      with its constituents regarding significant matters in
      these cases, including but not limited to communications
      required under Section 1102(b)(3) of the Bankruptcy Code;
      and

  (i) review and analyze motions, applications, orders,
      statements of operations and schedules filed with the
      Court and advise the Committee as to their propriety.

Under an engagement agreement, Skadden, Arps and the Committee
have agreed that the firm's standard bundled rate structure will
apply to the Debtors' Chapter 11 cases.  The current hourly rates
under the standard bundled rate structure range from $840 to
$1,150 for partners, $815 to $895 for counsel, $365 to $755 for
associates and $195 to $310 for legal assistants and support
staff.

John Wm. Butler, Esq., a partner at Skadden, Arps, Slate, Meagher
& Flom LLP, in New York, 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 Committee, the Debtors, and their estates.

Prior to the hearing, Tracy Davis Hope, U.S. Trustee for Region 2,
objected to the Committee's applications to retain Togut, Segal &
Segal LLP as co-counsel and of Skadden as counsel because the
Committee has not provided a clear delineation of the services to
be provided by the two law firms.  The U.S. Trustee says the
Committee has not met its burden to establish that the services to
be provided by Togut are necessary and do not overlap with the
services to be provided by Skadden.

The U.S. Trustee further contends the retention application for
Skadden also lacks sufficient disclosures, as required by Rule
2014 of the Federal Rule of Bankruptcy Procedure.  In fact, the
U.S. Trustee points out, while the retention of Togut as conflict
counsel is in itself an admission that Skadden has either
potential or actual conflicts, the Skadden Application is silent
as to what these conflicts are.  Additional disclosures are
required in order for the Court, the U.S. Trustee, and other
parties-in-interest to make a determination regarding Skadden's
disinterestedness, the U.S. Trustee asserts.

Three days after the U.S. Trustee's objection was filed, Mr.
Butler filed a First Supplemental Declaration disclosing Skadden's
relationships with parties in interest in American's case.

                      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 serve as counsel to the
Official Committee of Unsecured Creditors in AMR's chapter 11
proceedings.  Togut, Segal & Segal LLP is the co-counsel for
conflicts and other matters; Moelis & Company LLC is the
investment banker, and Mesirow Financial Consulting, LLC, is the
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).


AMERICAN AIRLINES: Committee Wins OK for Togut as Co-Counsel
------------------------------------------------------------
Judge Sean Lane authorized the Official Committee of Unsecured
Creditors in AMR Corp.'s cases to retain Togut, Segal & Segal LLP
as co-counsel, nunc pro tunc to December 15, 2011.

The Committee said Togut will render professional services on
matters where Skadden Arps may not be able to act as a result of
an actual or potential conflict of interest or that are more
economically handled by the Togut Firm.  The Togut Firm will
perform bankruptcy-related services that do not require the
breadth and depth of Skadden but that nonetheless need to be
performed as part of a Chapter 11 case.  These bankruptcy projects
include working on claims objections and executory contract
rejections.

The Togut Firm will be paid according to its hourly rates and
reimbursed for any necessary expenses it incurred.  The current
hourly rate for Albert Togut, who will be the supervising partner
for the matter, is $935.  The firm's other partner rates range
from $800 to $810 per hour.  The Togut Firm's current rates for
associates is $215 to $675 per hour, $715 per hour for counsel,
and $145 to $285 per hour for paralegals and law clerks.

Albert Togut, Esq., the senior member of Togut, Segal & Segal LLP,
in New York, 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
Committee, the Debtors, and their estates.

                        U.S. Trustee Objection

Prior to the hearing, Tracy Davis Hope, U.S. Trustee for Region 2,
filed an objection to the applications to retain Togut, Segal &
Segal LLP as co-counsel and of Skadden Arps as counsel because the
Committee has not provided a clear delineation of the services to
be provided by the two law firms.  The U.S. Trustee says the
Committee has not met its burden to establish that the services to
be provided by Togut are necessary and do not overlap with the
services to be provided by Skadden.

Moreover, the U.S. Trustee says the retention application for
Skadden also lacks sufficient disclosures, as required by Rule
2014 of the Federal Rule of Bankruptcy Procedure.  In fact, the
U.S. Trustee points out, while the retention of Togut as conflict
counsel is in itself an admission that Skadden has either
potential or actual conflicts, the Skadden Application is silent
as to what these conflicts are.  Additional disclosures are
required in order for the Court, the U.S. Trustee, and other
parties-in-interest to make a determination regarding Skadden's
disinterestedness, the U.S. Trustee asserts.

Three days after the U.S. Trustee's objection was filed, Mr.
Butler filed a First Supplemental Declaration disclosing Skadden's
relationships with parties in interest in American's case.

                      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, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the 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).


AMERICAN AIRLINES: Court Rejects Bid for Ex-TWA Pilots' Committee
-----------------------------------------------------------------
Judge Sean Lane, who oversees the Chapter 11 cases of AMR Corp.
and its affiliates, denied the request of the American Independent
Cockpit Alliance, Inc. to form an additional committee of
creditors consisting of former TransWorld Alliance pilots in AMR's
bankruptcy cases pursuant to Section 1102(a)(2) of the Bankruptcy
Code.  The bankruptcy judge determined that the TWA Pilots have
not satisfied their burden to establish that they are not
adequately represented by the Official Committee of Unsecured
Creditors.

Before entry of the order, the AICA submitted a brief in support
of its request telling the Court that its fear that Supp C, which
is the lone protection afforded to TWA pilots following the TWA-
American merger, will be modified or deleted has now become a
reality when the Debtors, in their pre-1113 term sheets, aim to
eliminate Supp CC.

The AICA said the former TWA pilots who were on the Allied Pilots
Association's Board, were recently removed from their positions
without explanation.  The removal was affirmed by Charles E. Long,
a commercial pilot employed by American and a former TWA pilot.
The APA's recent action in removing the former TWA pilots smacks
of retaliation and serves as further evidence that the APA, and
therefore the Official Committee, does not and cannot adequately
represent the interests of the former TWA pilots for purposes of
the Debtors' reorganization, the AICA asserted.

The APA responded and argued that its duty as collective
bargaining representative extends to all pilots employed by
American, including those pilots who have chosen to join the AICA
or have chosen not to join any labor organization.

The Debtors also maintained that the existence of an intra-union
dispute cannot form the basis for imposing upon the Debtors'
estates the expenses of an additional committee of creditors.

The U.S. Trustee for Region 2 and the Creditors' Committee
insisted that despite the AICA's Supplemental Briefs, the union
has still not established a valid justification for the
extraordinary relief of appointing another official committee.

                      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, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the 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).


AMERICAN AIRLINES: Hiring of Advisors Approved by Judge
-------------------------------------------------------
Bankruptcy Judge Sean Lane entered final orders authorizing
American Airlines Inc. and its affiliates to employ certain
bankruptcy professionals, including Weil Gotshal and Manges LLP,
as lead bankruptcy counsel in their Chapter 11 cases.

Before entry of the final orders, the Debtors responded to the
objections of Tracy Hope Davis, the U.S. Trustee for Region 2 and
the Association of Professional Flight Attendants to the
professionals' retention, including Rothschild Inc., and SkyWorks
Capital LLC.

On behalf of the Debtors, Stephen Karotkin, Esq., at Weil,
Gotshal & Manges LLP, in New York, argued that the U.S. Trustee's
contentions that all attorneys seeking payment from the Debtors'
estates must be retained under Section 327 of the Bankruptcy Code
and that the professionals can not charge for overhead expense of
administration are inconsistent with the case law in the Southern
District of New York.  He cited In re Borders Group, Inc., 456
B.R. 195, where Judge Glenn held that nothing in the language of
Section 327 requires counsel providing services to retained
professionals to be retained pursuant to Section 327.

Relevant case law further provides that retained professionals'
attorneys' fees and expenses should be examined -- like any other
expense reimbursement request of a retained professional --
pursuant to Section 330(a)(1)(B) of the Bankruptcy Code, Mr.
Karotkin averred.  Any legitimate concerns raised by the U.S.
Trustee can be addressed in the fee application processes where
any requested reimbursements for counsel fees can be fully
reviewed under the standards of Section 330 of the Bankruptcy
Code, he said.

Rothschild joined in the Debtors' response to the U.S. Trustee's
Objection.

As to the APFA's objection, Mr. Karotkin contended that American
requires the assistance of an experienced advisor like SkyWorks
in the specialized area of aircraft finance to ensure that it
restructures its aircraft-related leases and debt in an optimal
manner.  To that end, American has negotiated a fee arrangement
with SkyWorks that ties the firm's compensation to the results it
achieves, rather than to the hours its professionals work, which
aligns SkyWorks' incentives with the interests of American and
its affiliates, he asserted

In a supplemental response, the APFA asserted that the proposed
completion fee awards to further response to the retention of
Rothschild and Perella Weinberg Partners LP should await review
later in the proceeding so that the Court can consider the impact
on the employees when deciding the value of the services rendered
and the equity of those proposed multi-million dollar fees.

To which the Debtors pointed out that the APFA failed to
acknowledge that the Unsecured Creditors Committee, of which the
union is a member, and the Ad Hoc Committee of Passenger Service
Agents do not object to the Rothschild Application.  Indeed, the
Debtors, Rothschild, the PSA Committee, and the Creditors'
Committee reached agreement regarding the terms of Rothschild's
retention, which resolves the APFA's objection, Mr. Karotkin says.

These professionals filed with the Court declarations in support
of their employment by the Debtors:

* Declaration of John S.F. Gross, associate general counsel for
  the Debtors, in support of the employment of Paul Hastings
  LLP, Groom Law Group, Chartered and Morgan Lewis and Bockius
  LLP, a full-text copy of which is available for free at:

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

* Declaration of David L. Resnick, Chairman of Global Financing
  Advisory, Rothschild Inc., a full-text copy of which, together
  with the amended engagement agreement is available for free
  at http://bankrupt.com/misc/AmAir_RothschildSuppDec.pdf

* Declaration of Kevin Corrigan, vice president of AvAirPros, a
  full-text copy of which is available for free at:

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

* Declaration of Alfredo R. Perez, Esq., at Weil, Gotshal &
  Manges LLP, in New York, a full-text copy of which is
  available for free at:

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

* Declaration of Ken Keverian, a senior partner and managing
  director at The Boston Consulting Group, Inc., a full-text
  copy of which is available for free at:

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

       U.S. Trustee Objects to Hiring of Deloitte Firms

The U.S. Trustee also opposed approval of the Debtors' bid to
employ Deloitte Financial Advisory Services LLP and Deloitte
Consulting LLP.

The U.S. Trustee asserts that additional disclosures are required
to determine whether Deloitte FAS and Deloitte Consulting are
disinterested under Section 101(14) of the Bankruptcy Code.  Those
disclosures are important as the lack of disinterestedness of a
professional is imputed to the firm, the U.S. Trustee points out.

In response to the U.S. Trustee's concerns, Deloitte FAS and
Deloitte Consulting filed with the Court supplemental
declarations.

Each of Deloitte FAS and Deloitte Consulting clarifies that the
Engagement Partners/Principals/Directors referred in its original
declaration and the other professionals of the firm and its
affiliates who provided services to the Debtors are not owners of
the common stock of AMR Corp.  Deloitte FAS further notes that the
correct prepetition amount owed to Deloitte Consulting is
$528,000, which Deloitte Consulting agreed to waive upon Court
approval of its retention.

Robert Bermon, an officer of the firm SolomonEdwardsGroup LLC,
which Deloitte FAS has engaged as a third-party subcontractor to
provide assistance with this engagement, disclosed that SEG has
provided or is currently providing services in matters unrelated
to the Chapter 11 cases to certain parties, a schedule of which is
available for free at:

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

SolomonEdwardsGroup may be reached at:

          SOLOMONEDWARDSGROUP LLC
          Four Glenhardie Corporate Center
          1255 Drummers Lane, Suite 200
          Wayne, PA 19087
          Tel: 610-902-0440
          Fax: 610-902-0441

Deloitte Consulting LLP and Deloitte Financial Advisory Services
LLP also complained that the U.S. Trustee's objection and
interpretation of the disinterestedness requirement of
professionals conflicts with the express language of the
Bankruptcy Code.  Deloitte points out that Section 101(14)
requires only that the "person" being retained -- that is, the
firm itself -- be "disinterested."  The Bankruptcy Code nowhere
requires or implies that every individual in the firm meet that
same test nor does the case law support a result that conflicts
with the Bankruptcy Code's language, Deloitte asserts.

                      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, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the 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).


AMERICAN AIRLINES: Wants Plan Filing Exclusivity Until Sept. 28
---------------------------------------------------------------
AMR Corporation, American Airlines, Inc., and their debtor
affiliates ask Judge Sean H. Lane of the U.S. Bankruptcy Court for
the Southern District of New York to extend:

  (i) their exclusive deadline to file a Chapter 11 plan in their
      bankruptcy cases through September 28, 2012; and

(ii) their exclusive deadline to solicit acceptances for that
      plan through November 29, 2012.

The Exclusive Periods are currently set to expire March 28 and May
29, 2012.

The extension of the Exclusive Periods "will allow American to
continue focusing on preserving and enhancing going concern
values and restructuring American's financial condition and
operations to achieve a competitive and sustainable cost
structure and, thus, achieve the objectives of Chapter 11 -- a
successful rehabilitation," Harvey R. Miller, Esq., at Weil,
Gotshal & Manges LLP, in New York, tells the Court.

In February 2012, American filed a business plan that targets
$3 billion in annual financial improvement by 2017.  Mr. Miller
says implementation of the Business Plan requires, among other
things, the modification of American's collective bargaining
agreements with its organized labor groups represented by the
Allied Pilots Association, the Association of Professional Flight
Attendants, and the Transport Workers Union of America, AFL-CIO.

Those negotiations have been initiated and are ongoing, Mr. Miller
notes.  Inherent in these labor negotiations is the disposition of
the Debtors' underfunded pension obligations and the position of
the Pension Benefit Guaranty Corporation, he says.  "The
resolution of American's labor contracts with its organized labor
units must be completed in order for American to propose a
feasible plan of reorganization," he stresses.

The Business Plan also contemplates reduction of roughly 13,000
employees, inclusive of the result of the previously launched
redesign of management and support staff structure that will
reduce a minimum of 15% of management positions.  The process of
analyzing and formulating proposals is underway and will be
dependent on the outcome of the ongoing labor negotiations, Mr.
Miller says.  American desires to avoid protracted proceedings
under Section 1114 of the Bankruptcy Code, if feasible, he states.

Against this backdrop, cause exists to extend the Exclusive
Periods because, among other things, American is still in the
process of vetting the $3-billion business plan with the Official
Committee of Unsecured Creditors, Mr. Miller asserts.

Judge Lane will consider the Debtors' request on March 22, 2012.
Objections are due no later than March 15.

                      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, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the 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).


AZ-TECH RADIOLOGY: Files for Chapter 11 in Phoenix
--------------------------------------------------
Mesa, Arizona-based AZ-Tech Radiology & Open M.R.I., L.L.C., along
with three affiliates, filed for Chapter 11 protection (Bankr. D.
Ariz. Lead Case No. 12-04702) in Phoenix, on March 9, 2012.

AZ-Tech's Chapter 11 petition estimated assets of up to $10
million and debts of up to $50 million.  A debtor-affiliate, Great
Western Developers, LLC (Case No. 12-04703) estimated assets and
debts of $10 million to $50 million.

A meeting of creditors under 11 U.S.C Sec. 341 is scheduled for
April 10, 2012 at 11 a.m.

The Debtors on the Petition Date filed emergency motions to use
cash collateral and pay prepetition wages and benefits.

The Debtors are represented by, Warren J. Stapleton, Esq., at
Osborn Maledon, in Phoenix.

AZ-Tech Radiology -- http://www.aztechradiology.com/-- offers
radiology services including, MRI's, CT Scans, Ultrasound,
Mammograms, Diagnostic X-Rays, PET, Bone Density Scans and Nuclear
Medicine.  In the business for over 10-years, AZ-Tech has 8
locations in Arizona.


AZ-TECH RADIOLOGY: Updated Chapter 11 Case Summary
--------------------------------------------------
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.

About the Debtors: AZ-Tech Radiology --
                  http://www.aztechradiology.com/-- offers
                  radiology services including, MRI's, CT Scans,
                  Ultrasound, Mammograms, Diagnostic X-Rays, PET,
                  Bone Density Scans and Nuclear Medicine.  In the
                  business for over 10-years, AZ-Tech has 8
                  locations in Arizona.

Debtors' 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.

A. 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

B. Great Western's List of Its 13 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Holm Wright Hyde & Hays PLC        --                       $9,446
10429 W. 51st Street, #285
Phoenix, AZ 85044

Gateway Medical PV Condo Assoc.    --                       $6,648
2500 S. Power Road, #121
Mesa, AZ 85209

Law Offices of Beer & Toone        --                       $1,575
76 E. Mitchell Drive
Phoenix, AZ 85012

D & I Co.                          --                       $1,500

Dunlavey and Associates, LLC       --                       $1,224

Esquire Deposition Solutions       --                       $1,089

Wallace, Plese + Dreher, LLP       --                         $984

Sierra Consulting Group, LLC       --                         $550

Joseph Hayes CPA                   --                         $500

Griffin & Assoc., Inc.             --                         $429

Mesa Merchant Police, Inc.         --                         $320

Republic Services #753             --                         $265

Country Farms Irrigation &         --                          $78
Management


BAKERSFIELD GROVE: Files for Chapter 11 in Santa Ana
----------------------------------------------------
Brea, California-based Bakersfield Grove Limited, LLC, filed a
bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-13157) on March 12, 2012.

According to the docket, the schedules of assets and liabilities,
the statement of financial affairs and other missing filings are
due March 26, 2012.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated assets and debts of at least $10 million.
The Debtor has properties located at Panama Lane, in Bakersfield,
California.


BAKERSFIELD GROVE: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bakersfield Grove Limited, LLC
        1 Pointe Drive, Suite 330
        Brea, CA 92821

Bankruptcy Case No.: 12-13157

Chapter 11 Petition Date: March 12, 2012

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

Judge: Erithe A. Smith

About the Debtor: The Debtor, a Single Asset Real Estate as
                  defined in 11 U.S.C. Sec. 101(51B), has
                  properties located at Panama Lane, in
                  Bakersfield, California.

Debtor's Counsel: Kathy Bazoian Phelps, Esq.
                  DANNING, GILL, DIAMOND & KOLLITZ, LLP
                  1900 Avenue of the Stars, 11th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 277-0077
                  Fax: (310) 277-5735
                  E-mail: kphelps@dgdk.com

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

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

The petition was signed by Robert M. Clark, president of managing
member.

Debtor's List of Its Nine Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
MS Walker & Associates             Trade-Contractor       $244,101
3551 Pegasus Drive
Bakersfield, CA 93308

SMK Construction Services, Inc.    Trade-Tenant           $194,844
1326 H. Street, Suite Four
Bakersfield, CA 93301

Kern County Treasurer-Tax          Property Taxes         $178,088
Collector
P.O. Box 541004
Los Angeles, CA 90054-1004

Olivieri Commercial Group          Trade-Commission        $34,408

Amigo?s Pizza                      Trade-Tenant            $22,374

Alma Casas (Barber Shop)           Trade-Tenant             $5,000

AT&T                               Trade-Telephone         Unknown
                                   Service

California Water Service Co.       --                      Unknown

PG&E                               --                      Unknown


BALTIMORE GAS: Moody's Upgrades Preferred Stock From 'Ba1'
----------------------------------------------------------
Moody's Investors Service upgraded the long-term ratings for
Baltimore Gas and Electric Company (BGE), including its senior
unsecured rating to Baa1 from Baa2. This rating action concludes
the review for possible upgrade that commenced on December 19,
2011. The rating outlook for BGE is stable.

The upgrade was triggered by the acquisition of BGE by Exelon
Corp. (EXC: Baa2 senior unsecured, negative outlook).

"The rating upgrade reflects the transfer of ownership of BGE to a
larger, more diverse and higher-rated entity" said Moody's Vice
President Scott Solomon. "Moreover, EXC has an established track
record as a operator of transmission and distribution utilities in
different states and its sizable existing platform should provide
BGE with cost saving opportunities" added Mr. Solomon.

The upgrade also took into consideration a requirement of the
merger that BGE not pay a dividend on its common shares through
the end of 2014 and EXC's commitment to maintain BGE's existing
ring-fencing measures for at least a three-year period.

BGE's key financial metrics in 2011 included cash from operations
before changes in working capital (CFO pre-W/C) to debt of
approximately 16% and CFO pre-W/C interest coverage of 3.9 times.
BGE's 2011 earnings and cash flow, however, were negatively
impacted by Hurricane Irene in August and merger costs. Absent
these items, these financial metrics were approximately 18% and
4.3 times, respectively.

BGE is undergoing a period of elevated capital expenditures driven
by projects aimed at improving energy delivery reliability and
conservation initiatives which will require debt funding.

Moody's currently anticipates BGE's key financial metrics of CFO
pre-WC to debt, retained cash flow to debt and interest coverage
to be at least 16%, 16% and 3.9 times, respectively, through 2013.
Metrics at these levels are considered appropriate for a Baa1
rated transmission and distribution utility with strong ring-
fencing protection.

Upgrades

  Issuer: Baltimore Gas and Electric Company

     -- Senior Unsecured Debenture, upgraded to Baa1 from Baa2

     -- Preferred Stock, upgraded to Baa3 from Ba1

  Issuer: BGE Capital Trust II

     -- Subordinated Debenture, upgraded to Baa2 from Baa3

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


BERNARD L. MADOFF: UBS Clawback Suit Moved Back to Bankr. Court
---------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that after being
halved in New York district court, the Bernard L. Madoff
Investment Securities LLC trustee's $2 billion suit against UBS AG
on Monday moved back to bankruptcy court, where the trustee and
the bank will fight out the remaining clawback claims.

                      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.


BRI SERVICES: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Annie Johnson, staff reporter at Nashville Business Journal,
reports that BRI Services last week filed for voluntary Chapter 11
bankruptcy protection, listing between $1 million and $10 million
in both assets and liabilities.

The report relates that the business services firm, which has
offices in New York, Chicago and Los Angeles, hasn't yet provided
the court with a financial break down of debtors but does include
a handful of Nashville companies among its obligations, including
Rodgers/Welch Venture.

Based in Nashville, Tennessee, BRI Services is a change management
consultant that helps clients with deal structuring, financing and
business valuations.


BRIER CREEK: In Chapter 11 Amid Dispute With Lender
---------------------------------------------------
Brier Creek Corporate Center Associates Limited, Whitehall
Corporate Center #4, LLC, and seven other related entities
affiliates filed for Chapter 11 protection (Bankr. E.D.N.C. Lead
Case No. 12-01855) on March 9, 2012.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the Chapter 11 filers are portions of the Brier Creek
development in Raleigh, North Carolina, and the Whitehall
development in Charlotte, North Carolina, that are engaged in
litigation with secured lender Bank of America NA.

Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space.  Whitehall has 146 acres and will
have 4 million square feet on completion.

Three bankrupt companies at Brier Creek listed a total of $32.5
million owing to Bank of America. Five bankrupt companies at the
Whitehall development listed a total of $61.6 million owing to the
Charlotte-based bank.

According to the Bloomberg report, American Asset Corp. said in a
statement that it represents the developments and intends to use
Chapter 11 to "update existing loan documents to current market
conditions."  American Asset said it has been involved in "years
of trying to work with" the bank.

Northen Blue, LLP, serves as counsel to the Debtors.  C. Richard
Rayburn, Jr. and the firm Rayburn Cooper & Durham, P.A., serve as
special counsel.  Grant Thornton LLP is the accountant.  Bidencope
& Associates is the appraiser.

A meeting of creditors under 11 U.S.C. Sec. 341(a) will be held on
April 12, 2012, at 10:00 a.m.

The corporate resolution authorizing the bankruptcy filing says
the financial condition of the Debtors necessitates the
reorganization under Chapter 11.


BUFFETS INC: Files Schedules of Assets and Liabilities
------------------------------------------------------
Buffets, Inc., filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $384,810,974
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $300,152,157
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $148,921
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $53,197,326
                                 -----------      -----------
        TOTAL                   $384,810,974     $353,498,404

Debtor-affiliates are filed their respective schedules,
disclosing:

   Company                             Assets        Liabilities
   -------                             ------        -----------
OCB Leasing Company, LLC             $20,894,509    $301,184,142
Ryan's Restaurant Group, Inc.        $15,104,668    $304,792,532
Ryan's Restaurant Leasing Company, LLC        $0    $300,152,157
Buffets Leasing Company, LLC          $2,599,663    $300,299,436
Fire Mountain Leasing Company, LLC            $0    $300,152,157
Hometown Buffet, Inc.                $26,585,158    $308,771,854
Hometown Leasing Company, LLC         $9,941,124    $300,574,021
Buffets Franchise Holdings, LLC               $0    $300,152,157
OCB Purchasing Co.                    $1,990,321    $300,186,734
Tahoe Joe's, Inc.                     $7,567,647    $302,592,206
OCB Restaurant Company, LLC          $79,229,064    $349,365,017
Buffets Holdings, Inc.                   $37,585    $317,245,971
Tahoe Joe's Leasing Company, LLC      $1,608,510    $300,883,044
Buffets Restaurants Holdings, Inc.  Undetermined    $300,469,956
Fire Mountain Restaurants, LLC       $68,519,817    $319,748,381

Full-text copies of the schedules are available for free at:

http://bankrupt.com/misc/BUFFETS_INC_firemountainrestaurants_sal.p
df
http://bankrupt.com/misc/BUFFETS_INC_firemountain_sal.pdf
http://bankrupt.com/misc/BUFFETS_INC_franchise_sal.pdf
http://bankrupt.com/misc/BUFFETS_INC_holdings_sal.pdf
http://bankrupt.com/misc/BUFFETS_INC_hometownbuffet_sal.pdf
http://bankrupt.com/misc/BUFFETS_INC_hometownleasing_sal.pdf
http://bankrupt.com/misc/BUFFETS_INC_leasing_sal.pdf
http://bankrupt.com/misc/BUFFETS_INC_ocbleasing_sal.pdf
http://bankrupt.com/misc/BUFFETS_INC_ocbpurchasing_sal.pdf
http://bankrupt.com/misc/BUFFETS_INC_restaurants_sal.pdf
http://bankrupt.com/misc/BUFFETS_INC_ryansrestaurantgroup_sal.pdf
http://bankrupt.com/misc/BUFFETS_INC_ryansrestaurant_sal.pdf
http://bankrupt.com/misc/BUFFETS_INC_sal.pdf
http://bankrupt.com/misc/BUFFETS_INC_tahoejoesinc_sal.pdf
http://bankrupt.com/misc/BUFFETS_INC_tahoejoes_sal.pdf
http://bankrupt.com/misc/BUFFETS_INC_ocbrestaurant_sal.pdf

                        About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  The Debtors are seeking to
reject leases for 83 underperforming restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.


BUFFETS INC: Section 341(a) Meeting Continued Until March 15
------------------------------------------------------------
The U.S. Trustee for Region 3 has continued until March 15, 2012,
at 1:00 p.m., the meeting of creditors in Buffets Inc., et al.'s
Chapter 11 case.

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

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

                        About Buffets Inc.

Buffets Inc., the nation's largest steak-buffet restaurant
company, operates 494 restaurants in 38 states, comprised of 483
steak-buffet restaurants and 11 Tahoe Joe's Famous Steakhouse(R)
restaurants, and franchises 3 steak-buffet restaurants in two
states. The restaurants are principally operated under the Old
Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire
Mountain(R) brands.  Buffets employs 28,000 team members and
serves 140 million customers annually.

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  The Debtors are seeking to
reject leases for 83 underperforming restaurants.

Buffets had 626 restaurants when it began its prior bankruptcy
case (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).  It emerged
from bankruptcy in April 2009.

Higher gasoline and energy costs, along with a decline in guest
count, have hampered the Debtors' ability to service their long-
term debt and caused a liquidity strain, forcing the Company to
return to Chapter 11 bankruptcy.

In the new Chapter 11 case, Buffets Inc.'s legal advisors are
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway,
Stargatt & Taylor, LLP.  The Company's financial advisor is
Moelis, Inc.  Epiq Bankruptcy Solutions LLC serves as claims,
noticing and balloting agent.

An ad hoc committee of secured lenders is represented by Willkie
Far & Gallagher LLP and Blank Rome LLP as counsel and Conway, Del
Genio, Gries & Co. as financial advisors.  Credit Suisse, as DIP
Agent and Prepetition First Lien Agent, is represented by Skadden
Arps Slate Meagher & Flom as counsel.

The U.S. Trustee has appointed a 5-member Official Committee of
Unsecured Creditors in the Debtors' cases.


CANADIAN NORTHERN: A.M. Best Affirms 'B' Finc'l. Strength Rating
----------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
A (Excellent) and issuer credit ratings (ICR) of "a" of Royal &
Sun Alliance Insurance Company of Canada (RSA Canada), Western
Assurance Company (Western Assurance) (both domiciled in Toronto,
Canada) and Quebec Assurance Company (Quebec Assurance) (Montreal,
Canada).  These members are together known as RSA Canadian
Property/Casualty Pool (RSA Canadian Pool) (Toronto, Canada).

In addition, A.M. Best has revised the outlook to positive from
stable and affirmed the FSR of B (Fair) and the ICR of "bb+" of
Canadian Northern Shield Insurance Company (CNS) (Vancouver,
Canada).

Concurrently, A.M. Best has affirmed the FSR of B+ (Good) and ICR
of "bbb-" of Ascentus Insurance Ltd. (Ascentus) (Toronto, Canada)
as well as the FSR of B (Fair) and ICR of "bb+" of Unifund
Assurance Company (Unifund) (St. John's, Canada).  The outlook for
the above ratings is stable, with the exception of CNS.
Collectively, all of the insurance entities in Canada are referred
to as the RSA Group of Canada (Ontario, Canada).  All companies
are subsidiaries of Roins Financial Services Limited (RFSL)
(Ontario, Canada), the Canadian immediate holding company for its
parent, RSA Insurance Group plc (RSA plc) [LSE: RSA] (United
Kingdom).

A.M. Best also has withdrawn the FSR of A (Excellent) and ICR "a+"
of GCAN Insurance Company (Toronto, Canada) due to the
amalgamation of the company into RSA Canada on January 1, 2012.

The rating actions on RSA Canadian Pool reflect A.M. Best's
viewpoint that the pool maintains strong risk-adjusted
capitalization, solid investment income and sound reserve
development.  The pool has produced solid underwriting results,
which have consistently increased equity over the last five years,
prior to stockholder dividends.  Collectively, the pool provides
commercial property/casualty coverage as well as personal and
specialty coverages throughout Canada.  The pool maintains a
presence in all of the Canadian provinces and distributes its
products through multiple distribution channels, including a large
independent broker network.  The ratings also reflect RSA Canadian
Pool's strong integration with RSA plc through its systems and
procedures as well as its significant contribution to RSA plc's
overall profit.

The ratings of CNS acknowledge its elevated underwriting leverage,
high underwriting expenses and adequate operating performance.
CNS affords the RSA Group of Canada improved geographic diversity,
increased distribution and growth opportunities within British
Columbia, where a majority of its premiums are written.  CNS is
fully integrated into RSA Group of Canada's operations and
continues to benefit from the implicit and explicit support it
receives as a member of that group.  Its revised outlook
represents RSA Group of Canada's recent elevated commitment to CNS
in the near term, particularly as it implements significant
reinsurance protection.

The ratings of Unifund recognize its continued stabilized risk-
adjusted capitalization, consistent operating performance and
favorable reserve development.  The rating actions also reflect
Unifund's strong integration with RSA plc through its systems and
procedures and its significant contribution to RSA plc's overall
profit.  Historically, Unifund has been a growth vehicle for the
overall Canadian organization.  In prior years, rapid premium
expansion outpaced equity growth, which resulted in elevated
underwriting leverage measures and a sharp decline in overall
risk-adjusted capitalization.  More recently, premium levels have
risen gradually, equity has paced this growth and overall risk-
adjusted capitalization has plateaued.  However, Unifund remains
highly leveraged as net and gross underwriting leverage ratios
exceed the industry composite.  The company primarily is a writer
of personal lines insurance for associations and affinity groups
throughout Ontario, Alberta, Newfoundland and Labrador and Nova
Scotia.

The ratings of Ascentus are based on its solid level of risk-
adjusted capitalization, which supports its underwriting and
investment risk.  The company's level of premium volume has
sharply declined in recent years, since all private passenger auto
and personal property business was renewed into RSA Canada.  The
company now writes some marine business throughout Canada.

Going forward, A.M. Best will be disclosing for all rated entities
the potential rating factors that could cause negative rating
movement in the near to mid term.  As a result, A.M. Best does not
expect to downgrade (or place a negative outlook on) the ratings
of the insurance entities of RFSL in the near to mid term (except
where noted below).  However, such actions would ensue if: the
companies were to incur material losses in their risk-adjusted
capitalization; be unable to maintain their underwriting to the
budgeted levels with the current set of preventative measures that
have been recently put in place; have a material change in the
level of operational and/or financial support provided by RSA plc
in a manner that affects their operational performance; or have
substantial adverse reserve development relative to their peers,
as well as to the industry's averages.

The positive outlook on the ratings of CNS already factors in
probable positive movement in the near term, although the company
remains susceptible to all aforementioned downside risks.


CAPITAL CITY: Court OKs Ravich Meyer as Bankruptcy Attorneys
------------------------------------------------------------
Capital City Ventures LLC sought and obtained permission from the
U.S. Bankruptcy Court to employ Michael L. Meyer, Esq., and the
law firm of Ravich Meyer Kirkman McGrath Nauman & Tansey, A
Professional Association as attorneys.

The firm's rates are:

    Personnel                  Rates
    ---------                  -----
    Michael L. Meyer            $450
    Michael F. McGrath          $375
    Will Tansey                 $305
    Michael Howard              $225
    Paralegal                   $150

To the best of the Debtor's knowledge, neither Ravich nor any of
its individuals have any connection with the Debtor, the
creditors, the United States Trustee or employees of the United
States Trustee, or any other party in interest, or its respective
attorneys; and the law firm is a disinterested person as defined
in Section 101(14) of the Bankruptcy Code.

                    About Capital City Ventures

Capital City Ventures, LLC, filed a bare-bones Chapter 11 petition
(Bankr. D. Minn. Case No. 12-30630) on Feb. 6, 2012, in its
hometown in St. Paul, Minnesota.  The Debtor owns the Saint Paul
Athletic Club Building in 340 Cedar Street, in St. Paul,
Minnesota. The petition was signed by John R. Rupp, chief manager.


CAPITAL CITY: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Capital City Ventures LLC filed with the Bankruptcy Court for the
District of Minnesota its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $11,925,000
  B. Personal Property               $97,943
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $6,479,675
  E. Creditors Holding
     Unsecured Priority
     Claims                                               $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,918,074
                                 -----------      -----------
        TOTAL                    $12,022,943       $9,397,750

                    About Capital City Ventures

Capital City Ventures, LLC, filed a bare-bones Chapter 11 petition
(Bankr. D. Minn. Case No. 12-30630) on Feb. 6, 2012, in its
hometown in St. Paul, Minnesota.  The Debtor owns the Saint Paul
Athletic Club Building in 340 Cedar Street, in St. Paul,
Minnesota.  Michael L. Meyer, Esq. at Ravich Meyer Kirkman McGrath
Nauman & Tansey, serves as counsel to the Debtor.  The petition
was signed by John R. Rupp, chief manager.


CCM MERGER: Moody's Reviews 'Caa1' CFR for Possible Upgrade
-----------------------------------------------------------
Moody's Investors Service placed the ratings of CCM Merger, Inc.
on review for possible upgrade following the company's
announcement that it intends to offer $275 million senior notes
due 2019 in a private placement. Net proceeds from the sale of the
notes, together with cash on hand, will be used to purchase or
otherwise redeem or retire all of the outstanding 8.0% senior
notes due 2013 and pay related fees and expenses.

At the same time, Moody's assigned a Caa2 to CCM's proposed $275
million senior notes under the assumption that if the proposed
transaction is completed as planned, Moody's would raise CCM's
Corporate Family Rating to B3 from Caa1.

In conjunction with the proposed note offering announcement, CCM
announced the commencement of a cash tender offer for all of its
outstanding 8.0% senior notes due 2013. In conjunction with the
tender offer, the company is soliciting consents from holders of
the notes to effect certain proposed amendments to the indenture
governing the notes. The tender offer and consent solicitation
will expire on April 9, 2012, unless extended. CCM expects to
redeem any and all notes that remain outstanding following
consummation of the offer.

Ratings placed on review for possible upgrade:

  -- Corporate Family Rating at Caa1

  -- Probability of Default Rating at Caa1

  -- $20 million secured revolver expiring 2016 at B3
     (LGD 3, 34%)

  -- $590.4 million term loan due 2017 at B3 (LGD 3, 34%)

New rating assigned:

   -- Proposed $275 million senior unsecured notes due 2019 -
      Caa2 (LGD 5, 87%)

Rating affirmed and expected to be withdrawn upon transaction
closing:

   -- $269.5 million 8% senior unsecured notes due 2013 at Caa3
     (LGD 5, 87%)

Ratings Rationale

The review for possible upgrade considers that the completion of
the proposed transaction as currently planned would eliminate all
or a significant portion of a relatively near-term scheduled debt
maturity -- $269.4 senior unsecured notes due August 2013 -- along
with the possibility of a springing debt maturity related to CCM's
senior secured bank debt. In Moody's opinion, the completion of
the transaction as planned would eliminate this risk and provide
CCM with enough financial flexibility to support a B3 Corporate
Family Rating. The springing maturity requires that CCM's revolver
(expiring 2016) and term loan (due 2017) maturities be pushed up
to May 2013 if the company's $273 million unsecured notes (due
August 2013) are not refinanced by that time.

Any upgrade will likely be limited to one-notch. Despite CCM's pro
forma improved debt maturity profile, Moody's still expects it
will take the company time to reduce debt/EBITDA at/below 6.0
times -- a level Moody's considers high given CCM's small,
undiversified operations. Assuming CCM's current level of EBITDA,
annual cash interest of about $66 million, $9 million of
maintenance capital expenditures, and about $6.1 million of
required term loan amortization in fiscal 2012 and fiscal 2013,
Moody's expects CCM can generate between $40 million and $45
million of free cash flow. Assuming this free cash flow is applied
to debt reduction -- the company is subject to a 75% excess cash
flow sweep mechanism -- debt/EBITDA decreases to 6.0 times by end
of fiscal 2013. Debt/EBITDA for the latest 12-month period ended
December 31, 2011 was about 6.7 times.

The principal methodology used in rating CCM Merger Inc. was the
Global Gaming Industry Methodology published in December 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.

CCM Merger Inc., owned by Mrs. Marian Illitch, is a holding
company whose operating subsidiary, Detroit Entertainment L.L.C.
owns and operates the MotorCity Casino Hotel in Detroit, Michigan
-- one of only three commercial casinos that are allowed to
operate in Detroit, Michigan. The company generates approximately
$490 million of annual net revenue.


CDC CORP: Creditors Have Until May 2 to File Proofs of Claim
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia has
established May 2, 2012, as the deadline for any individual or
entity to file proofs of claim against CDC Corp.

                          About CDC Corp.

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corporation, doing business as Chinadotcom, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at $100 million
to $500 million as of the Chapter 11 filing.

The Official Committee of Equity Security Holders of CDC
Corporation is represented by Troutman Sanders.  The Committee
tapped Morgan Joseph TriArtisan LLC as its financial advisor.


CENVEO CORP: S&P Rates New $450-Mil. Sr. Unsecured Notes at 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Cenveo Corp.'s proposed $450 million senior
unsecured notes due 2020. "We assigned the debt an issue-level
rating of 'CCC+' (two notches lower than the 'B' corporate credit
rating on parent company Cenveo Inc.) with a recovery rating of
'6', indicating our expectation of negligible (0%-10%) recovery
for noteholders in the event of a payment default," S&P said.

"The company will use proceeds of the new notes to partly fund
tender offers for the 7.875% notes due 2013, the 10.5% notes due
2016, and the 8.375% notes due 2014, and to pay any related fees
and expenses," S&P said.

"The corporate credit rating on Cenveo Inc. is 'B' and the rating
outlook is stable. The rating reflects Standard & Poor's
expectation that the company's leverage will remain high and
interest coverage will remain weak. For these reasons, we consider
Cenveo's financial profile to be 'highly leveraged'. We view the
company's business risk profile as 'weak' because of Cenveo's
participation in the highly competitive and cyclical printing
markets. We expect ongoing pricing pressure from industry
overcapacity and limited scope for margin improvement. Over the
near term, we expect this will result in minimal organic revenue
and EBITDA growth," S&P said.

Ratings List

Cenveo Inc.
Corporate Credit Rating             B/Stable/--

New Rating

Cenveo Corp.
$450M sr unsecd nts due 2020         CCC+
   Recovery Rating                    6


CHARLESTON ASSOCIATES: Lender Agrees Not to File Competing Plan
---------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware has approved a stipulation between debtor Charleston
Associates LLC and lender C-III Asset Management LLC, as special
servicer of Bank of America, National Association.

The Secured Lender agrees not to file a competing plan of
reorganization on or before March 23, 2012, and not to solicit
acceptances to any competing plan of reorganization on or before
May 22, 2012.  However, the restrictions do not apply to any plan
the Secured Lender may proposed jointly with the Debtor.

The Debtor's exclusive periods expired on Dec. 17, 2011, for
filing a plan of reorganization and on Feb. 17, 2012, for
soliciting acceptances to a plan of reorganization.

                    About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group,
LLC.  The Debtor initially owned a 96-acre parcel of real estate
in Las Vegas, Nevada and began developing a large community
shopping center thereon.  Situated at the northeast corner of
the intersection of Charleston Boulevard and Rampart Boulevard,
the entire shopping center was to be known as "The Shops at Boca
Park."

The Debtor developed Phases I and II (approximately 54 acres) into
an operating shopping center whose tenants currently include
Target, Petland, Vons, Famous Footwear, Ross, OfficeMax, and a
number of other major national retailers and local retailers.  The
Debtor transferred developed portions of Phases I and II to
affiliates, but retained and continues to own nearly nine acres of
land in Phases I and II.

Phase III encompassed approximately 41.72 acres.  The Debtor
divided Phase III into two parcels consisting of the approximately
18.28-acre parcel that is the Boca Fashion Village property, and
an approximately 23.44-acre parcel of undeveloped land adjacent
thereto.  The Undeveloped Land, which remains largely unimproved,
was subsequently the subject of a "friendly foreclosure" by City
National Bank.

The Debtor developed Boca Fashion Village into an operating
shopping center whose tenants currently include The Cheesecake
Factory, Gordon Biersch, Total Wine and More, Grimaldi's Pizzeria,
Kona Grill, REI, Pink the Boutique, and many other national and
local retailers.  Boca Fashion Village consists of three in-line
buildings containing 138,869 square feet of rentable area and an
additional 3.74 acre site.  The 3.74 acre site was formerly
subject to a ground lease, but is currently owned by Quality Real
Estate Management ("QREM"), and is being renovated to accommodate
the opening of a Fry's Electronics, Inc. store, a "big-box" retail
electronics store.  Approximately 118,258 square feet, or 85.2% of
the rentable area in Boca Fashion Village, is currently leased.
In addition, there is a cellular tower located on the property
that is currently leased to Nextel.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Neal L. Wolf, Esq., Dean Gramlich, Esq.,
and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC,
in Chicago, Ill., represent the Debtor as counsel.  Bradford J.
Sandler, Esq., and Kathleen P. Makowski, Esq., at Pachulski Stang
Ziehl & Jones, LLP, in Wilmington, Del., represent the Debtor as
Delaware counsel.  In its schedules, the Debtor disclosed
$92,348,446 in assets and $65,064,894 in liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represent the Official
Committee of Unsecured Creditors as counsel.  Thomas M. Horan,
Esq., Steven K. Kortanek, Esq., and Ryan Cicoski, Esq., at Womble
Carlyle Sandridge & Rice, LLP, in Wilmington, Del., represent the
Committee as Delaware counsel.


CHARLESTON ASSOCIATES: Can Use BofA Cash Collateral Until May 31
----------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware has approved a stipulation between debtor Charleston
Associates LLC and lender C-III Asset Management LLC, as special
services of Bank of America, National Association, on the use of
its cash collateral, in accordance with a budget.

Pursuant to the 13th Stipulation, the Debtor is authorized for an
interim period up to May 31, 2012, to use the rents and other
income generated from the Shopping Center, which will constitute
as cash collateral.

The stipulation provides that the Debtor can use rental income and
other income generated from its Shopping Center solely for the
purpose of funding (i) ordinary and necessary costs of operating
and maintaining the Shopping Center, and (ii) certain professional
fees and expenses.

As adequate protection of its interest in the cash collateral,
BofA is granted liens in the assets of the Debtor's estates.

In interim settlement of disputes between the parties with respect
to the valuation of the Shopping Center, the Debtor agrees to make
monthly payments of $225,000 to BofA.

With respect to budgeted fees and expenses for the law firm of
Neal Wolf & Associates, the allowed costs are those incurred in
the adversary proceeding against City National Bank and RA
Southeast Land Company, Adversary Proceeding No. 10-01452-lbr,
pending in the U.S. Bankruptcy Court for the District of Nevada.

The Debtor is indebted to BofA, its secured lender, in the amount
of $64 million.  All income generated from the Shopping Center,
including all rent, is deemed to constitute cash collateral in
which BofA has an interest.

A full-text copy of the cash collateral stipulation is available
for free at:

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

                    About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group,
LLC.  The Debtor initially owned a 96-acre parcel of real estate
in Las Vegas, Nevada and began developing a large community
shopping center thereon.  Situated at the northeast corner of
the intersection of Charleston Boulevard and Rampart Boulevard,
the entire shopping center was to be known as "The Shops at Boca
Park."

The Debtor developed Phases I and II (approximately 54 acres) into
an operating shopping center whose tenants currently include
Target, Petland, Vons, Famous Footwear, Ross, OfficeMax, and a
number of other major national retailers and local retailers.  The
Debtor transferred developed portions of Phases I and II to
affiliates, but retained and continues to own nearly nine acres of
land in Phases I and II.

Phase III encompassed approximately 41.72 acres.  The Debtor
divided Phase III into two parcels consisting of the approximately
18.28-acre parcel that is the Boca Fashion Village property, and
an approximately 23.44-acre parcel of undeveloped land adjacent
thereto.  The Undeveloped Land, which remains largely unimproved,
was subsequently the subject of a "friendly foreclosure" by City
National Bank.

The Debtor developed Boca Fashion Village into an operating
shopping center whose tenants currently include The Cheesecake
Factory, Gordon Biersch, Total Wine and More, Grimaldi's Pizzeria,
Kona Grill, REI, Pink the Boutique, and many other national and
local retailers.  Boca Fashion Village consists of three in-line
buildings containing 138,869 square feet of rentable area and an
additional 3.74 acre site.  The 3.74 acre site was formerly
subject to a ground lease, but is currently owned by Quality Real
Estate Management ("QREM"), and is being renovated to accommodate
the opening of a Fry's Electronics, Inc. store, a "big-box" retail
electronics store.  Approximately 118,258 square feet, or 85.2% of
the rentable area in Boca Fashion Village, is currently leased.
In addition, there is a cellular tower located on the property
that is currently leased to Nextel.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Neal L. Wolf, Esq., Dean Gramlich, Esq.,
and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC,
in Chicago, Ill., represent the Debtor as counsel.  Bradford J.
Sandler, Esq., and Kathleen P. Makowski, Esq., at Pachulski Stang
Ziehl & Jones, LLP, in Wilmington, Del., represent the Debtor as
Delaware counsel.  In its schedules, the Debtor disclosed
$92,348,446 in assets and $65,064,894 in liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represent the Official
Committee of Unsecured Creditors as counsel.  Thomas M. Horan,
Esq., Steven K. Kortanek, Esq., and Ryan Cicoski, Esq., at Womble
Carlyle Sandridge & Rice, LLP, in Wilmington, Del., represent the
Committee as Delaware counsel.


CIT GROUP: Can Appeal Tax Row Case at 2nd Circ., Judge Says
-----------------------------------------------------------
Bankruptcy Judge Allan L. Gropper granted Tyco International
Ltd.'s motion to compel arbitration of claims relating to a tax
agreement with former affiliate, The CIT Group Inc.  In addition,
Judge Gropper denied CIT's motion to enjoin arbitration pending
its appeal of a Jan. 18, 2012 order, except that a stay is granted
until the issue of certification is decided and the appellate
court has an opportunity to rule on any further stay motion that
CIT may timely file.

Before the Court are two related motions filed as a consequence of
this Court's recent opinion in CIT Group Inc. v. Tyco Int'l Ltd.
(In re CIT Group Inc.), 460 B.R. 633 (Bankr. S.D.N.Y. 2011), now
on appeal.

Reorganized Debtor CIT Group and Tyco, its former indirect parent
company, are parties to a tax agreement that was rejected in CIT's
prepackaged plan of reorganization confirmed in December 2009.
After the rejection, Tyco filed a proof of claim asserting damages
in an unliquidated amount, and, after a standstill period of
roughly 18 months, demanded arbitration proceedings to liquidate
its claim, relying on an arbitration clause in the Tax Agreement.
CIT commenced an adversary proceeding, seeking to subordinate any
Tyco claim under 11 U.S.C. Sec. 510(b) and stay arbitration
pending a decision on subordination, there being no dispute that,
if Tyco's claim is subordinated, it would receive no distribution
under CIT's Plan.

On Jan. 20, 2012, after the Court had issued an opinion granting
summary judgment to Tyco on the subordination issue and an order
had been entered, CIT filed a notice of appeal and the motion to
enjoin arbitration proceedings pending a decision on the appeal.
Tyco responded with a motion to compel arbitration of its claim.
Following a hearing on the motions on Feb. 14, 2012, CIT also
moved to certify the order appealed from for direct appeal to the
Second Circuit pursuant to 28 U.S.C. Sec. 158(d)(2)(A)(i) and
(iii).  Tyco filed a response stating that it had no objection to
certification pursuant to 28 U.S.C. Sec. 158(d)(2)(A)(iii), which
authorizes a direct appeal when doing so "may materially advance
the progress of the case or proceeding in which the appeal is
taken."

Judge Gropper is certifying the matter for direct appeal.

The case is CIT Group Inc., v. Tyco International Ltd., Adv. Proc.
No. 11-2267 (Bankr. S.D.N.Y.).  A copy of Judge Gropper's March 9,
2012 Memorandum of Decision is available at http://is.gd/Z6hU8Q
from Leagle.com.

CIT Group is represented in the adversary proceeding by:

          Lee S. Attanasio, Esq.
          John G. Hutchinson, Esq.
          John J. Kuster, Esq.
          Nicholas K. Lagemann, Esq.
          SIDLEY AUSTIN LLP
          787 Seventh Avenue
          New York, NY 10019
          E-mail: lattanasio@sidley.com
                  jhutchinson@sidley.com
                  jcuster@sidley.com
                  nlagemann@sidley.com

Attorneys for Tyco International Ltd. are:

          Marshall R. King, Esq.
          Janet M. Weiss, Esq.
          Lisa D. Keith, Esq.
          GIBSON, DUNN & CRUTCHER LLP
          200 Park Avenue
          New York, NY 10166
          E-mail: mking@gibsondunn.com

                        About CIT Group

Bank holding company CIT Group Inc. and affiliate CIT Group
Funding Company of Delaware LLC filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 09-16565) on Nov. 1, 2009, with a prepackaged
Chapter 11 plan of reorganization.  Evercore Partners, Morgan
Stanley and FTI Consulting served as the Company's financial
advisors and Skadden, Arps, Slate, Meagher & Flom LLP served as
legal counsel in connection with the restructuring plan.  Sullivan
& Cromwell served as legal advisor to CIT's Board of Directors.

The Court validated the vote of CIT's impaired classes of
creditors and confirmed the Plan on Dec. 8, 2009.  The Plan
provided for the conversion to equity or reinstatement of seven
classes of debt issued primarily in the form of notes and
debentures; one class of unsecured notes was exchanged for new
debt.  General unsecured creditors, including holders of claims
arising from the rejection of executory contracts, were paid in
full and deemed unimpaired.  Holders of preferred and common
stock, as well as subordinated claims, received no recovery.

CIT emerged from bankruptcy protection on Dec. 11, 2009.

                          *     *     *

In February 2012, Moody's Investors Service upgraded CIT's
Corporate Family Rating to B1 from B2, recognizing CIT's
achievements in strengthening its liquidity profile by
diversifying funding sources, extending debt maturities, and
reducing the level of encumbered assets.

Dominion Bond Rating Service also has upgraded CIT's ratings,
including its Issuer Rating to BB (low) from B (high).


CIT GROUP: DBRS Assigns Senior Unsecured Notes Rating at 'BB'
-------------------------------------------------------------
DBRS, Inc. has assigned a provisional rating of BB (low) to the
new Senior Unsecured Notes Due 2018 to be issued by CIT Group Inc.
The trend on the rating is Positive.  This rating action does not
impact the issuer rating of CIT, which remains at BB (low), with a
Positive trend.

The Notes are direct obligations of the Company and will rank pari
passu with all other unsecured and unsubordinated obligations of
CIT Group Inc.  The proceeds from this issue will be used for
general corporate purposes and the refinancing of the Company's
outstanding 7% Series C Notes maturing in 2015, 2016 and/or 2017.

DBRS's ratings of the Notes are provisional.  Final ratings will
be issued upon receipt of final documentation of the Notes.


CIT GROUP: S&P Ups Issuer Credit Rating to 'BB-'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term issuer
credit rating on CIT Group Inc. to 'BB-' from 'B+'. The outlook is
stable. "We also raised our ratings on the company's Series C
notes and legacy unsecured debt (reinstated upon its emergence
from bankruptcy) to 'BB-' from 'B+' and 'B'. At the same time, we
lowered our rating on the company's revolving credit facility to
'BB-' from 'BB'. (The revolving credit facility had previously
been secured)," S&P said

"The rating action reflects CIT's efforts to unencumber a large
portion of its balance sheet, significantly lower its funding
costs, and stabilize its business profile," S&P said.

"On March 9, 2012, CIT will complete the redemption of its
remaining $4 billion of Series A debt, unencumbering a substantial
portion its balance sheet and further reducing its funding costs.
This redemption will trigger the removal of the security package
from CIT's revolving credit facility and Series C notes, per those
instruments' covenants, leaving them unsecured. Pro-forma for the
redemption and excluding CIT's commercial bank subsidiary, secured
debt would have accounted for less than half of total debt at Dec.
31, 2011, down from almost 100% a year earlier. (The remaining
secured debt relates to structured funding vehicles.) Excluding
CIT Bank, the company's unencumbered assets will be well in excess
of its unsecured debt," S&P said.

"The stable outlook reflects our expectation that CIT will reduce
its funding costs and improve core profitability gradually over
the next year by issuing additional unsecured debt and increasing
deposits. We also expect the company to accelerate earning asset
growth in 2012, but to maintain the tighter underwriting and risk
management policies it has adopted since emerging from
bankruptcy," S&P said.

"We could raise the rating within a year if core profitability
improves faster than we expect via reduced funding costs. The
rating could also benefit from continued progress in reducing its
reliance on wholesale funding," S&P said.

"Conversely, we could lower the rating if CIT's core earnings
deteriorate or it relaxes its credit standards in order to
facilitate rapid growth. In addition, the rating could come under
pressure if CIT strays greatly from its core lending platforms,
reports outsized asset growth in new areas, or if its provisions
or charge-offs increase materially," S&P said.


CLARE OAKS: Cash Collateral Use Requires Auction in June
--------------------------------------------------------
The Hon. Pamela S. Hollis the U.S. Bankruptcy Court for the
Northern District of Illinois issued a final order authorizing
Clare Oaks, to use the cash collateral of Wells Fargo Bank,
National Association, as master trustee, and Sovereign Bank, in
accordance with a budget.

The Master Trustee and the Bank will receive, as partial adequate
protection, payments in the amount provided for in the Budget for
adequate protection.  The adequate protection payments are
$500,000 due on the first week of April, $750,000 each due on the
first week of May and June.

As further partial adequate protection, the Master Trustee will
have a valid, perfected and enforceable continuing replacement
lien and security interest in all assets of the Debtor existing on
or after the Petition Date.  The Master Trustee will also have a
valid, perfected and enforceable continuing supplemental lien and
security interest in all Collateral.  As further partial adequate
protection, the Master Trustee will have a super-priority
administrative expense claim pursuant to Bankruptcy Code Section
507(b) in all Collateral.

Under the final cash collateral order, the Debtor agrees to market
and sell substantially all of their assets, and to meet the
following milestones:

  (i) On or prior to February 6, 2012, the Debtor will have
      received and notified the Master Trustee, the Bank and the
      Committee of Debtor's receipt of a non-binding letter of
      intent from a potential stalking horse bidder for the
      purchase of all or substantially all of the Debtor's
      assets.

(ii) On or prior to April 6, 2012, the Debtor will have
      received and notified the Master Trustee, the Bank and the
      Committee of the Debtor's receipt of a binding letter of
      intent from a potential stalking horse bidder for the
      purchase of all or substantially all of the Debtor's
      assets.

(iii) Not later than April 23, 2012, the Debtor will have
      notified the Master Trustee, the Bank and the Committee of
      the Debtor's receipt of an asset purchase agreement for
      the purchase of all or substantially all of Debtor's
      and file a motion for approval of certain bid procedures
      and authority to sell its assets to the stalking horse
      bidder or other bidder.

(iv) On or before June 4, 2012, the Debtor will have conducted
      an auction for the sale of all of its assets.

  (v) the Debtor will close the sale of all of its assets on or
      before July 17, 2012.

A copy of the cash collateral order is available for free at:

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

                         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.


CLARE OAKS: Has Final Authority to Access $6-Mil DIP Financing
--------------------------------------------------------------
The Hon. Pamela S. Hollis the U.S. Bankruptcy Court for the
Northern District of Illinois, in a final order, authorized Clare
Oaks to obtain postpetition financing in the form of a multiple
draw term loan made available to the Debtor in a principal amount
of up to $6 million with superpriority claims and first priority
priming liens senior to any prepetition or postpetition liens from
Senior Care Development, LLC or its designee.

Under the DIP Order, all of the DIP Obligations will constitute
allowed superpriority claims against the Debtor.  In addition, the
DIP Lender will have the right to credit bid up to the entire
amount of the DIP Obligations and/or bid in excess of the amount
of the DIP Obligations, in any sale of DIP Collateral or in
connection with any plan of reorganization.

The DIP credit agreement provides that up to $5 million of the
funds may be used solely to (i) pay interest, fees and expenses in
connection with the loan; (ii) fund postpetition operating
expenses incurred by the Borrower in the ordinary course of
business; and (iii) pay certain costs and expenses in connection
with the administration of the Chapter 11 case.  Up to $1 million
of the Loan Proceeds may be solely used to make adequate
protection payments to Wells Fargo Bank, National Association, as
master trustee and bond trustee for series 2006 Illinois Finance
Authority Revenue Bonds (Clare Oaks Project), for the benefit of
itself and the holders of prepetition debt.

The DIP obligations will be secured by (i) a first-priority
priming lien and security interest on all assets of the Debtor
including, without limitation, a leasehold mortgage on the
Debtor's leasehold interest under ground lease with the Sisters of
St. Joseph of the Third Order of St. Francis, Inc., (ii) first-
priority blanket liens and security interests on all other assets
of the Borrower that are not subject to existing liens, (iii)
second-priority liens on all collateral that is subject to valid,
perfected and non-avoidable liens, and (iv) super-priority
administrative expense claims against the Borrower's bankruptcy
estate.  The liens and super-priority claims granted to the DIP
Lender, however, are subject and subordinate only to (x) the
rights of Clare Oak residents to their deposits pursuant to any
agreement or order authorizing the Borrower to escrow or segregate
any Resident Deposits for the benefit of residents, and (y) the
carve-out for fees payable to the Clerk of Court, the U.S. Trustee
and the bankruptcy professionals employed in the case.

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.

A full-text copy of the final DIP order is available for free at:

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

                        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.


CLIFFS CLUB: March 16 Final Hearing on Cash Use, $7.5MM DIP Loan
----------------------------------------------------------------
The Cliffs Club & Hospitality Group, Inc., and its debtor-
affiliates will return to the Bankruptcy Court on March 16 at 9:00
a.m. for a final hearing on their request to:

     -- use cash collateral of Wells Fargo Bank, N.A., in its
        capacity as indenture trustee and collateral trustee for
        the holders of the Debtors' Series A and Series B notes
        issued April 2010, and provide adequate protection; and

     -- obtain postpetition secured financing of up to
        $7.5 million from Carlile Development Company LLC.

The Debtors earlier this month won interim approval to use the
noteholders' cash collateral and borrow up to $3 million from the
DIP facility.

The Notes were issued in the aggregate principal amount of
$64,050,000 pursuant to an Indenture dated April 30, 2010.  The
Debtors' obligations under the Notes are secured by an interest in
and lien on the Debtors' personal property.  As of the petition
date, the Debtors' obligations under the Notes total $73,531,505,
including interest.

Steve and Penny Carlile of Marshall, Texas, the principals of
Carlile Development, own a lot in High Carolina, one of the
Debtors' communities, and are holders of a Series A Note and a
Series B Note.

The Debtors' obligations under the DIP facilitgy are secured by
first-priority liens that are senior to those of the Indenture
Trustee.

Under the terms of the DIP Facility, the Debtors will pay interest
on the aggregate amount outstanding at the non-default rate of 12%
per annum, and, upon any Event of Default under the DIP Facility
Documents, to pay interest at the default rate of 14% per annum.

As partial adequate protection for the Debtors' use of cash
collateral and the interim DIP financing, the Debtors will make
monthly adequate protection payments to the Indenture trustee of
$235,000 beginning April 1, 2012.

When they filed for bankruptcy, the Debtors said Carlile and other
interested investors are currently in discussions with various
secured creditors of different non-debtor DevCo entities about the
potential acquisition of specific real estate collateral,
including lots and undeveloped land in the Cliffs communities.
Carlile will commit up to $85 million to acquire, joint venture,
land bank, or otherwise gain control of development land and lots.

Under the Interim Cash Collateral Order, the Debtors agreed to
conduct a process by which they solicit competing proposals from
third-parties to become the sponsor of the Debtors' anticipated
plan of reorganization, according to this timeline:

     17th day after the      The Debtors obtain approval of
     Petition Date           bidding procedures in connection with
     (March 16)              the solicitation of a plan sponsor;
                             the procedures will provide for the
                             payment of a breakup fee to Carlile
                             in the event it is not selected as
                             plan sponsor

     45th day after the      Deadline for submitting competing
     Petition Date           plan sponsor bids
     (April 13)

     53th day after the      Deadline for competing bidders to
     Petition Date           submit definitive asset purchase
     (April 21)              agreement

     No later than 55 days   Auction date, if competing bids
     after Petition Date     are received
     (April 23)

     No later than 75 days   Debtors shall file a plan and
     after Petition Date     disclosure statement incorporating
     (May 13)                the terms of the Successful Bid

Any competing bids must provide for the ability to pay:

     * the Carlile DIP facility,

     * a $2 million prepetition bridge facility with SP 50
       Investments, LTD, an affiliated entity that the Carliles
       own;

     * a breakup fee to Carlile of $1 million, plus a $750,000
       expense reimbursement; and

     * administrative costs and expenses of the bankruptcy cases
       and the fees and expenses of the Indenture Trustee and its
       professionals.

The expense reimbursement may increase by an additional $100,000
per month beginning September 2012 until the breakup fee and
expense reimbursement is paid.

Under the Interim Cash Collateral Order, the Indenture Trustee
requires the Debtors to employ Katie Goodman at Grisanti Galef &
Goldress as chief restructuring officer.  Dismissal or resignation
of the firm or Ms. Goodman will constitute an event of default.

The Indenture Trustee may be reached at:

         Michael G. Slade
         Wells Fargo Corporate Truste Service
         MAC #N9311-115
         625 Marquette Avenue, 11th Floor
         Minneapolis, MN 55479
         Fax: 612-667-1984
         E-mail: Michael.G.Slade@wellsfargo.com

The Indenture Trustee is represented in the case by:

          Daniel S. Bleck, Esq.
          MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO P.C.
          One Financial center
          Boston, MA 02111
          Fax: 617-542-2241
          E-mail: dsbleck@mintz.com

               - and -

          Elizabeth J. Philp, Esq.
          Michael Beal, Esq.
          McNAIR LAW FIRM P.A.
          100 Calhoun Street, Suite 400
          Charleston, SC 29401
          Fax: 843-805-6568
          E-mail: lphilp@mcnair.net
                  mbeal@mcnair.net

                      About Cliffs Club

Units of The Cliffs Communities, led by The Cliffs Club &
Hospitality Group, Inc., doing business as The Cliffs Golf &
Country Club, along with 10 affiliates, sought Chapter 11
protection (Bankr. D. S.C. Lead Case No. 12-01220) on Feb. 28,
2012.

The Cliffs has eight premier, private master-planned residential
communities, each to have its own world-class golf course.
Approximately 3,734 lots have been sold.  There are currently
1,385 finished homes, with 63 under construction.  The properties
for sale are owned by non-debtor DevCo entities.

The Feb. 28 Debtors operate the exclusive membership clubs for
golf, tennis, wellness and social activities at The Cliffs'
communities in North and South Carolina.  The clubs have 2,280
members, and there are 766 resigned members with refundable
deposits totaling $37 million.  The Debtors do not own the golf
courses -- they only own or lease all the "core amenities" for the
operation of the golf courses.

Another affiliate, Keowee Falls Investment Group, LLC, filed a
Chapter 11 petition (Bankr. D. S.C. Case No. 12-01399) in
Spartanburg, South Carolina, on March 2, 2012.  Travelers Rest-
based Keowee Falls estimated at least $100 million in assets and
liabilities of up to $50 million.

Judge John E. Waites presides over the Debtors' cases.   Lawyers
at McKenna Long & Aldridge LLP serve as the Debtors' lead counsel.
Dana Elizabeth Wilkinson, Esq., serves as local counsel.  Grisanti
Galef & Goldress serves as restructuring advisors and Katie S.
Goodman of GGG serves as CRO.  BMC Group Inc. serves as the
Debtors' claims and noticing agent.

According to papers filed in Court, the Debtors' total assets had
a $175 million book value at Dec. 31, 2011.  The Debtors' total
liabilities had a $333 million book value at Dec. 31, 2011.  The
petition was signed by Timothy P. Cherry, authorized officer.


CLIFFS CLUB: Has 6-Member Creditors Committee
---------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region Four,
has appointed an official committee of unsecured creditors in the
Chapter 11 case of The Cliffs Club & Hospitality Group, Inc.  The
current committee members are:

          1. John W. Sager
             104 Eagle Rock Road
             Landrum, SC 29356
             Tel: (864) 895-1756

          2. Janet D. Hilligoss
             2 Sunlight Peak Court
             Travelers Rest, SC 29690
             Tel: (864) 836-0409

          3. Harrell?s, LLC
             Attn: Bill Schoppman
             720 Kraft Road
             Lakeland, FL 33815
             Tel: (800) 780-2774 ext. 2266

          4. H. Michael Krimbill
             5620 E. 114th Street
             Tulsa, OK 74137
             Tel: (918) 629-0841

          5. TJF Golf, Inc.
             Attn: Daniel E. Hitchcock, Esquire
             Adams Herndon Carson, Crow & Saenger, PA
             Post Office Box 2714
             Asheville, NC 288802
             Tel: (828) 252-7381

          6. John Mack
             Post Office Box 700
             Annandale, VA 22003
             Tel: (703) 980-0465

Original committee members William Whisnant and William M. Clear
have stepped down.  The U.S. Trustee subsequently added H. Michael
Krimbill, John Mack and Harrell?s LLC.

                      About Cliffs Club

Units of The Cliffs Communities, led by The Cliffs Club &
Hospitality Group, Inc., doing business as The Cliffs Golf &
Country Club, along with 10 affiliates, sought Chapter 11
protection (Bankr. D. S.C. Lead Case No. 12-01220) on Feb. 28,
2012.

The Cliffs has eight premier, private master-planned residential
communities, each to have its own world-class golf course.
Approximately 3,734 lots have been sold.  There are currently
1,385 finished homes, with 63 under construction.  The properties
for sale are owned by non-debtor DevCo entities.

The Feb. 28 Debtors operate the exclusive membership clubs for
golf, tennis, wellness and social activities at The Cliffs'
communities in North and South Carolina.  The clubs have 2,280
members, and there are 766 resigned members with refundable
deposits totaling $37 million.  The Debtors do not own the golf
courses -- they only own or lease all the "core amenities" for the
operation of the golf courses.

Another affiliate, Keowee Falls Investment Group, LLC, filed a
Chapter 11 petition (Bankr. D. S.C. Case No. 12-01399) in
Spartanburg, South Carolina, on March 2, 2012.  Travelers Rest-
based Keowee Falls estimated at least $100 million in assets and
liabilities of up to $50 million.

Judge John E. Waites presides over the Debtors' cases.   Lawyers
at McKenna Long & Aldridge LLP serve as the Debtors' lead counsel.
Dana Elizabeth Wilkinson, Esq., serves as local counsel.  Grisanti
Galef & Goldress serves as restructuring advisors and Katie S.
Goodman of GGG serves as CRO.  BMC Group Inc. serves as the
Debtors' claims and noticing agent.

According to papers filed in Court, the Debtors' total assets had
a $175 million book value at Dec. 31, 2011.  The Debtors' total
liabilities had a $333 million book value at Dec. 31, 2011.  The
petition was signed by Timothy P. Cherry, authorized officer.


CLIFFS CLUB: Schedules Filing Deadline Extended to March 30
-----------------------------------------------------------
The Cliffs Club & Hospitality Group, Inc., sought and obtained
additional time within which to file their schedules of assets and
liabilities and statements of financial affairs.  The Bankruptcy
Court extended the filing deadline to March 30, 2012.

Units of The Cliffs Communities, led by The Cliffs Club &
Hospitality Group, Inc., doing business as The Cliffs Golf &
Country Club, along with 10 affiliates, sought Chapter 11
protection (Bankr. D. S.C. Lead Case No. 12-01220) on Feb. 28,
2012.

The Cliffs has eight premier, private master-planned residential
communities, each to have its own world-class golf course.
Approximately 3,734 lots have been sold.  There are currently
1,385 finished homes, with 63 under construction.  The properties
for sale are owned by non-debtor DevCo entities.

The Feb. 28 Debtors operate the exclusive membership clubs for
golf, tennis, wellness and social activities at The Cliffs'
communities in North and South Carolina.  The clubs have 2,280
members, and there are 766 resigned members with refundable
deposits totaling $37 million.  The Debtors do not own the golf
courses -- they only own or lease all the "core amenities" for the
operation of the golf courses.

Another affiliate, Keowee Falls Investment Group, LLC, filed a
Chapter 11 petition (Bankr. D. S.C. Case No. 12-01399) in
Spartanburg, South Carolina, on March 2, 2012.  Travelers Rest-
based Keowee Falls estimated at least $100 million in assets and
liabilities of up to $50 million.

Judge John E. Waites presides over the Debtors' cases.   Lawyers
at McKenna Long & Aldridge LLP serve as the Debtors' lead counsel.
Dana Elizabeth Wilkinson, Esq., serves as local counsel.  Grisanti
Galef & Goldress serves as restructuring advisors and Katie S.
Goodman of GGG serves as CRO.  BMC Group Inc. serves as the
Debtors' claims and noticing agent.

According to papers filed in Court, the Debtors' total assets had
a $175 million book value at Dec. 31, 2011.  The Debtors' total
liabilities had a $333 million book value at Dec. 31, 2011.  The
petition was signed by Timothy P. Cherry, authorized officer.


CNH EQUIPMENT: Moody's Assigns Provisional Ratings to ABS Notes
---------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to the
notes to be issued by CNH Equipment Trust 2012-A (CNH 2012-A),
sponsored by CNH Capital America LLC (CNH), an affiliate of CNH
Global N.V. (Ba2, stable). The transaction is a securitization of
US retail installment contracts and loans backed by agricultural
(92.62% of initial pool balance) and construction (7.38% of
initial pool balance) equipment.

The complete rating actions are as follows:

Issuer: CNH Equipment Trust 2012-A

$178,000,000 Class A-1 Notes, rated (P)Prime-1 (sf)

$2242,000,000 Class A-2 Notes, rated (P)Aaa (sf)

$250,000,000 Class A-3 Notes, rated (P)Aaa (sf)

$106,400,00 Class A-4 Notes, rated (P)Aaa (sf)

$23,600,000 Class B Notes, rated (P)A1 (sf)

Ratings Rationale

Collateral for the transaction, originated by CNH and serviced by
affiliate New Holland Credit Company, LLC, consists of retail
installment sale contracts and retail installment loans secured by
new (51.01%) and used (48.99%) agricultural (92.62%) and
construction (7.38%) equipment. The ratings are based on an
analysis of the credit quality of the collateral, the historical
performance of similar collateral originated by the sponsor, the
servicing ability of New Holland Credit Company, LLC, and the
level of credit enhancement available under the proposed capital
structure. Pursuant to transaction documentation, CNH has removed
the backup servicer in previous transactions and there is no
backup servicer in this transaction. Moody's notes that in Moody's
view the size, scale and market position of CNH in the U.S.
support a low degree of operational risk consistent with Moody's
highest ratings.

Moody's median cumulative net loss expectation is 0.75% and the
Volatility Proxy Aaa Level is 6.50% for the CNH 2012-A pool. The
expected loss is primarily based on the observed performance for
the sponsor's managed portfolio and the performance of past
securitizations that have similar pool characteristics to the CNH
2012-A pool. The expected loss is also based on an analysis of the
historical performance of static pools of quarterly originations
from the sponsor, stratified along certain key credit metrics,
with consideration for the differences between the economic
conditions underlying the historical performance and Moody's
expectation of future economic conditions. The stratified
historical performance helps ensure comparability between the
securitized and referenced collateral pools, allowing for more
accurate inferences. The 0.75% expected loss for the 2012
securitized pool is lower than the expected loss of 0.90% on the
CNH 2011-A pool, the most recent transaction of CNH that was rated
by Moody's. This decline is driven by recent actual as well as the
expectation of continued improvement in the performance of the
construction equipment sector and the solid outlook for the
agricultural sector.

The V Score for this transaction is Low/Medium, which is in line
with the score assigned to the U.S. Agricultural and Construction
Equipment Loan ABS sector. The V Score indicates "Low/Medium"
uncertainty about critical assumptions. Overall, Moody's views the
credit risk for this asset class to be relatively straight-forward
and well understood given the high granularity of the collateral
pools and the revenue-producing nature of the equipment. The
Low/Medium assessment is primarily driven by the non-homogenous
nature of the assets and the varying sensitivity of the obligors
to changes in economic conditions, given that the obligors can
vary from small and medium businesses to large corporations.
Agricultural equipment receivables account for a majority (92.62%)
of the collateral securitized in this deal, which is a positive
given that the construction equipment receivables have performed
significantly worse historically, particularly through this
economic downturn. Although the delinquencies for the agricultural
collateral increased throughout the economic downturn, the
delinquency levels have since fallen to historical lows and, in
Moody's view, the fundamentals for the agricultural sector remain
sound.

Moody's Parameter Sensitivities: If the net loss used in
determining the initial rating were changed to 2.25%, 3.50%, or
4.00%, the initial model-indicated output for the Class A notes
might change from Aaa to Aa1, Aa3, and A2, respectively. If the
net loss used in determining the initial rating were changed to
1.15%, 1.50%, or 2.00%, the initial model-indicated output for the
Class B notes might change from A1 to A2, Baa1, and Baa3,
respectively.

Parameter Sensitivities are not intended to measure how the rating
of the security might migrate over time, rather they are designed
to provide a quantitative calculation of how the initial rating
might change if key input parameters used in the initial rating
process differed. The analysis assumes that the deal has not aged.
Parameter Sensitivities only reflect the ratings impact of each
scenario from a quantitative/model-indicated standpoint.
Qualitative factors are also taken into consideration in the
ratings process, so the actual ratings that would be assigned in
each case could vary from the information presented in the
Parameter Sensitivity analysis.

The principal methodology used in this rating was "Moody's
Approach to Rating Securities Backed by Equipment Leases and
Loans," published in March 2007.


COMMONWEALTH EDISON: Fitch Affirms Rating on Pref. Stock at 'BB+'
-----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) and
instrument ratings of Exelon Corp. (EXC) and each of its existing
operating subsidiaries, including the newly acquired Baltimore Gas
and Electric Co. (BG&E).  The rating affirmations follow the
closing of the merger between EXC and Constellation Energy Group,
Inc. (CEG).

Fitch also upgraded the ratings of CEG's outstanding senior
unsecured debt to 'BBB+' from 'BBB-' and junior subordinated notes
to 'BBB-' from 'BB'.  The CEG upgrade reflects the assumption of
CEG's publicly traded debt and bank credit facility following an
internal restructuring that includes an upstream merger of CEG
with and into EXC.  Consequently, EXC will be responsible for
CEG's debt obligations. The restructuring is expected immediately
after the merger.  CEG's 'BBB-' long-term IDR, short-term 'F3' IDR
and 'F3' commercial paper ratings are withdrawn.  The Rating
Outlook for all entities is Stable. See the full list of rating
actions at the end of this release.

Rating Drivers

Financial position: Fitch expects EXC's post-merger consolidated
financial position to remain solid and only moderately weaker than
Fitch's previous expectation of EXC's standalone credit profile.
On a pro forma basis as of Dec. 31, 2011, Fitch calculates
EBITDA/interest and Debt/EBITDA of the combined entity were 6.7
times (x) and 2.6x, respectively.  In 2012 those ratios are
expected by Fitch to approximate 6.0x and 2.75x.

Risk Profile: EXC's post-merger business risk profile is
unchanged, with regulated earnings contributing nearly half of
projected 2012 EBITDA on either a standalone or a combined basis.
Moreover, the addition of CEG's retail energy business should
lower liquidity requirements.  By matching EXC's long generation
position and CEG's load-serving retail business, Fitch anticipates
net margin postings will decline.

The addition of CEG's retail energy business complements the cash
flow profile of EXC's wholesale generation business; high
wholesale power prices result in wider margins and greater cash
flow for the larger generation segment and compressed margins for
the retail segment and vice versa.

The post-merger credit profile of EXC's wholesale generation
subsidiary, Exelon Generation Company, LLC (Exgen), is expected by
Fitch to remain strong.  Including the debt to be assumed by EXC,
which Fitch expects will ultimately be refinanced at Exgen, debt
and leverage measures will weaken from historical levels, but
remain supportive of the existing ratings due to the headroom
provided by Exgen's currently low leverage and strong interest
coverage measures.

Going forward, Exgen's credit measures will be pressured by
Fitch's expectation that power prices will remain low for the next
several years and by a large capital spending program.  A
significant portion of the planned expenditures are discretionary.
Ultimately, credit quality measures and ratings will depend on the
level of capital investment and financing plan.  Fitch expects a
portion of the proceeds from asset sales required by the Federal
Energy Regulatory Commission (FERC) as a condition of the merger
will be applied to debt reduction.

The ratings of regulated subsidiaries Commonwealth Edison Company,
PECO Energy Company and Baltimore Gas and Electric Company are
unaffected by the proposed merger.

The combined company will have increased scale, with approximately
34,390 megawatts (MWs) of generating capacity (of which 18,967 MWs
would be nuclear), three regulated electric utilities serving 7.8
million customers in three states (Illinois, Pennsylvania and
Maryland,)and a national footprint serving retail and wholesale
load.

Fitch has upgraded the following ratings with a Stable Outlook:

Constellation Energy Group

  -- Senior unsecured debt to 'BBB+' from 'BBB-';
  -- Junior subordinated notes to 'BBB-' from 'BB'.

Fitch has affirmed the following ratings with a Stable Outlook:

Exelon Corp.

  -- IDR at 'BBB+';
  -- Senior unsecured debt at 'BBB+';
  -- Commercial paper at 'F2';
  -- Short-term IDR at 'F2'.

Exelon Generation Co., LLC

  -- IDR at 'BBB+';
  -- Senior unsecured debt at 'BBB+';
  -- Commercial paper at 'F2';
  -- Short-term IDR at 'F2'.

Commonwealth Edison Company

  -- IDR at 'BBB-;
  -- First mortgage bonds at 'BBB+';
  -- Senior unsecured debt at 'BBB';
  -- Preferred stock to at 'BB+';
  -- Short-term IDR at 'F3';
  -- Commercial paper at 'F3'.

ComEd Financing Trust III

  -- Preferred stock at 'BB+'.

PECO Energy Co.

  -- IDR at 'BBB+';
  -- First mortgage bonds at 'A';
  -- Secured pollution control bonds at 'A';
  -- Senior unsecured debt at 'A-';
  -- Preferred stock at 'BBB';
  -- Commercial paper 'F2';
  -- Short-term IDR at 'F2'.

PECO Energy Capital Trust III

  -- Preferred stock at 'BBB'.

PECO Energy Capital Trust IV

  -- Preferred stock at 'BBB'.

Baltimore Gas and Electric Company

  -- IDR at 'BBB;
  -- First mortgage bonds at 'A-';
  -- Senior unsecured debt at 'BBB+';
  -- Pollution control bonds at 'BBB+';
  -- Preferred stock to at 'BBB-';
  -- Short-term IDR at 'F2';
  -- Commercial paper at 'F2'.

BGE Capital Trust II

  -- Preferred stock at 'BBB-'.

Fitch has withdrawn the following ratings:

Constellation Energy Group

  -- IDR of 'BBB-';
  -- Commercial paper rating of 'F3';
  -- Short-term IDR of 'F3'.


COMPTON CALIF: S&P Lowers Lease-Revenue Bonds Rating to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Compton,
Calif.'s lease-revenue bonds two notches to 'BB' from 'BBB-'. The
outlook is negative.

The downgrade reflects Standard & Poor's assessment of the city's
continued deficit spending in fiscal years 2008-2011 and stressed
liquidity.

"The negative outlook reflects Standard & Poor's opinion of the
city's continued maintenance of a negative general fund balance
for at least the next four years while it works to balance the
budget. Standard & Poor's understands that the city's finance team
outlined a comprehensive plan to balance the budget but that the
plan does not foresee a positive reserve balance in the near-to-
medium future. The interim city manager who helped create the
recovery plan recently left Compton, and the city is performing a
comprehensive search for another city manager. In addition,
Standard & Poor's understands the city is experiencing some
liquidity pressure," S&P said.

"Should the cash position deteriorate or should the city fail to
implement its plans to return to balanced operations, we could
lower the rating further within the outlook's one-year period,"
said Standard & Poor's credit analyst Lisa Schroeer.

The rating also reflects Standard & Poor's view of the city's:

* Covenant to budget and appropriate;

* Access to the greater diverse Los Angeles economy; and

* Below-average wealth and income with, what Standard & Poor's
   views as, historically high unemployment.

"The lease-revenue bonds represent an interest in lease payments
made by the city, as lessee, for the use and possession of certain
leased assets through a lease-leaseback structure, in which the
city will make periodic, sufficient lease payments to amortize
lease-revenue bonds. The city has agreed to budget and appropriate
annual lease payments for the project's use. The city can abate
lease payments in the event of the assets' damage or destruction.
To mitigate abatement risk in such a case, the city has agreed to
maintain rental-interruption insurance equal to 24 months' lease
payments," S&P said.


DAVID KIRCHER: Judge Appoints Chapter 11 Trustee to Oversee Case
----------------------------------------------------------------
Annarbor.com reports that a judge on March 7 approved a motion to
appoint a chapter 11 trustee to oversee David Kircher's assets.

The report, citing court documents, says Mr. Kircher owns 36
properties in Ypsilanti and Ypsilanti Township, Michigan, which
are valued at approximately $5.6 million.  Of those, 10 are owned
by Mr. Kircher's Acme Building Company, and around 10 Ypsilanti
Township properties are headed to tax foreclosure this month.  The
report says Mr. Kircher's only income at present is listed as
$2,100 monthly from rental revenue, but he listed a net income of
negative $2,608.

The report says Mr. Kircher is serving his term in state prison in
Jackson for illegally diverting raw sewage into the Huron River
via a public sewer from the Eastern Highlands apartment complex he
owned.  Ypsilanti Township officials discovered Mr. Kircher was
dumping sewage there in 2004.

The report adds Mr. Kircher holds $2.7 million in debt.  The
largest debt is to the State of Michigan, to which he owes
$1.1 million, mostly stemming from a fine for dumping the raw
sewage.  He also owes $112,448 to DTE Energy and $80,000 to
Ypsilanti Township for legal fees.  His former attorney, George
Ward, is owed $25,000 for his services.

The report notes that Mr. Kircher is involved in numerous
lawsuits, one of which involves a dispute over the $3.5 million
Eastern Highlands complex on LeForge Road in Ypsilanti Township.

David Kircher filed for Chapter 11 protection (Bankr. E.D. Mich.
Case No. 12-42718) on Feb. 8, 2012.


DETROIT, MI: Will Not Receive a Loan Without Turnaround Plan
------------------------------------------------------------
American Bankruptcy Institute reports that the state of Michigan
has not received any request from Detroit for short-term funding
to help the city avoid running out of money soon, the governor's
office said on Friday.


DEXIA CREDIT: Moody's Reviews 'E+' BFSR for Downgrade
-----------------------------------------------------
Moody's Investors Service has assigned a Aa1 rating to New Albany
Plain Local School District's (OH) $35.9 million Various Purpose
Refunding Bonds, Series 2012 (General Obligation Unlimited Tax).
Concurrently, Moody's has affirmed the Aa1 rating on the
district's outstanding general obligation unlimited and limited
tax debt, affecting $71.8 million of post-sale debt.

Summary Ratings Rationale

The bonds are secured by the district's general obligation
unlimited tax pledge. Proceeds will be used to current refund a
portion of its Various Purpose Bonds, Series 2002; advance refund
a portion of its School Facilities Construction and Improvement
Bonds, Series 2003; current refund its Long Term Refunding Bond
Anticipation Notes, Series 2011; and terminate an interest rate
swap agreement with Dexia Credit Local Bank (long term rated Baa1
and bank financial strength rated E+, ratings under review for
possible downgrade). Assignment and affirmation of the Aa1 rating
on the district's general obligation unlimited and limited tax
debt reflects the district's moderately-sized and affluent tax
base in the Columbus (Aaa/stable outlook) metropolitan area;
financial operations that are currently healthy but are expected
to narrow in the near term; and above average but manageable debt
burden. The lack of rating distinction between the general
obligation unlimited and limited tax debt reflects the state
requirement that Ohio (Aa1/negative outlook) school districts use
all available revenues, including available property tax millage
under the ten mill limitation statutory code, for the payment of
debt service prior to any other uses.

STRENGTHS

- Favorable location in Columbus metropolitan area, bolstered by
   affluent and diverse tax base

- Solid financial operations, supported by strong operating levy
   history

CHALLENGES

- Significant property tax revenue declines in fiscal 2012
   following sexennial reappraisal that reduced its tax base
   valuation by 8.7%

- Recent, material decline in projected reserves for fiscal year
   end 2012; further declines possible in fiscal 2013

What could make the rating go - UP

- Significant tax base expansion

- Maintenance of strong General Fund reserve levels

What could make the rating go - DOWN

- Material declines in fund balances and liquidity

- Deterioration of the district's tax base and demographic
   profile

- Increases in the district's debt levels or debt service
   expenditures

Principal Methodology

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


EAGLE CROSSROADS: Now Has Cash, Obtains Case Dismissal
------------------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada has ordered the dismissal of the Chapter 11
case of Eagle Crossroads Center LLC.

As reported in the Troubled Company Reporter on Sept. 27, 2011,
the Debtor entered into a November 2007 loan agreement with Morgan
Stanley Mortgage Capital Holdings LLC, pursuant to which the
Debtor borrowed $52 million.  The Debtor used the proceeds of the
loan to own, maintain, and operate the retail shopping center
property located at 6464 Decatur Boulevard in North Las Vegas,
Nevada.

Subsequently, and effective as of Dec. 28, 2007, Morgan Stanley
assigned its rights, title and interest in the loan, and to the
loan documents, to Wells Fargo Bank, N.A., as trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2007-HQ13.  Six months later, i.e. effective
as of June 30, 2009, Wells Fargo assigned its rights, title and
interest in the loan, and to the loan documents, to the lender.

According to the Debtor, with Karlin's purchase of the BofA Note,
Debtor has been put in a position of being able to continue
payment to its new secured lender and in a position to obtain
conventional long-term financing and consequently, no longer needs
the protections of the Bankruptcy Code.  As such, dismissal of the
Chapter 11 case is in the best interest of the Debtor and its
creditors.

Additionally, the Debtor said it has sufficient cash flow and cash
on hand to pay all claims of the estate upon dismissal including
administrative, priority, and unsecured claims.

                   About Eagle Crossroads Center

Los Angeles, California-based Eagle Crossroads Center, LLC, owns
and operates a retail shopping center property located at 6464
Decatur Boulevard, in North Las Vegas, Nevada.  The Property has
consistently maintained strong occupancy rates, and is currently
roughly 95% occupied.

Eagle Crossroads Center filed for Chapter 11 bankruptcy (Bankr. D.
Nev. Case No. 11-23749) on Aug. 30, 2011, before Judge Bruce T.
Beesley.  Thomas H. Fell, Esq., at Gordon Silver, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated assets and
debts of $50 million to $100 million as of the Chapter 11 filing.


EASTERN LIVESTOCK: Assets Sold; Chapter 11 Case Dismissed
---------------------------------------------------------
Okie Farms, L.L.C., obtained an order from the Bankruptcy Court
dismissing its bankruptcy case.

Dustin R. DeNeal, Esq., at Faegre Baker Daniels LLP, submits that
Okie has no creditors and no business operations.  Since June 20,
2003, Eastern Livestock Co. LLC (ELC) has owned all of the
membership interests in Okie.  Okie's only assets at the Petition
Date were its ownership interests in Cattlemen's Feedlot, Ltd. and
Cattlemen's Feedlot Management Company, LLC.  Okie filed the
Chapter 11 case in order to close on the sale of the Interests and
maximize the value of the Interests for ELC as Okie's sole owner.

Mr. DeNeal relates that Okie filed a motion to approve sale
agreement and compromise of claims concerning Cattlemen's Feedlot,
Ltd.  The Court approved the Sale Motion by order entered in the
Okie Chapter 11 Case on Dec. 28, 2011.

Mr. DeNeal states that Okie has no remaining assets and no
creditors.  Continued prosecution of the Okie Chapter 11 Case
would not benefit any party.

                      About Eastern Livestock

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.

On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No.
10-93904) for the Company.  The creditors asserted $1.45 million
in claims for "cattle sold," and are represented by Greenebaum
Doll & McDonald PLLC.  The Court entered an Order for Relief on
Dec. 28, 2010.  Judge Basil H. Lorch III, at the behest of the
creditors, appointed a trustee to operate Eastern Livestock's
business.  The Chapter 11 trustee has tapped James M. Carr, Esq.,
at Baker & Daniels LLP, as counsel and Katz, Sapper & Miller, LLP,
as accountants.  BMC Group Inc. is the claims and notice agent.
The Debtor has disclosed $81,237,865 in assets and $40,154,698 in
papers filed in Court.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010,
estimating assets and debts of $1 million to $10 million.  The
petition was signed by Thomas P. Gibson, as manager.  Michael J.
Walro, appointed as Chapter 7 Trustee for East-West Trucking, has
tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis as counsel.

Mr. Gibson, together with his spouse, Patsy M. Gibson, pursued a
personal bankruptcy case (Bankr. S.D. Ind. Case No. 10-93867) in
2010.  Kathryn L. Pry, the court-appointed trustee for the
Gibson's Chapter 7 case, tapped Dale & Eke, P.C., as counsel.


ENIVA USA: Exits Chapter 11; To Repay Creditors Thru 2014
---------------------------------------------------------
American Bankruptcy Institute reports that Eniva USA Inc. will
repay its creditors through 2014 under a reorganization plan that
took effect on Friday.

Judge Robert J. Kressel confirmed Eniva USA, Inc.' Modified Plan
of Reorganization in February.

Under the Plan, general unsecured creditors will receive 7.5% of
the allowed amount of the claim, without interest, payable in
three years.  The distributions will amount to roughly $500,000.
The Home Federal Claim totaling $178,000 as of the Effective Date
will be treated as a fully secured claim.  Home Federal will
retain all of its pre- and post-petition lien and security
interests in all collateral previously pledged to it by the
Debtor.

As holders of the equity interests, Andrew Baechler and Benjamin
Baechler will hold 100% of the common stock of the Reorganized
Debtor.  The Equity Interests will be pledged to the Post-
Confirmation Lender to secure the personal guarantees of the Post-
Confirmation Credit Facility.

                       About Eniva USA

Headquartered in Plymouth, Minnesota, Eniva USA, Inc., fka Eniva,
Inc., in engaged in the business of development, production and
sale of nutritional supplements.  It is a wholly owned subsidiary
of Wellspring International, Inc.  It sells its products
throughout the U.S. through a network of approximately 25,000
active independent sales representatives, each under non-exclusive
membership contract with the Debtor.  It also sells its products
in Mexico, Puerto Rico, Bermuda, Canada and the U.K. through non-
Debtor affiliates owned by Wellspring.

Eniva USA filed for Chapter 11 bankruptcy protection (Bankr. D.
Minn. Case No. 11-41414) on March 1, 2011.  Michael F. McGrath,
Esq., and Will R. Tansey, Esq., at Ravich Meyer Kirkman Mcgrath
Nauman and Tansey, in Minneapolis, serve as the bankruptcy
counsel.  Leslie A. Anderson, Ltd., is special counsel in
connection with the appeal or amendment of prior year sales tax
returns.  GuideSource serves as financial consultant.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Habbo G. Fokkena, the U.S. Trustee for Region 12, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases.

Richard D. Anderson, Esq., at Briggs and Morgan, P.A., in
Minneapolis, Minn., represents Home Federal Savings and Loan as
counsel.


ENTRAVISION COMMS: Moody's Reviews 'B1' CFR for Possible Downgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Entravision
Communications Corporation on review for possible downgrade
following the company's earnings release for the 4th quarter of
2011. The review is driven primarily by the company's continued
high debt-to-EBITDA ratios, minimal cushion to financial covenants
under its revolver agreement (in effect only if drawn), and
Moody's view that the company will need more time than initially
expected to bring financial metrics in line with the B1 corporate
family rating.

On Review for Possible Downgrade:

Issuer: Entravision Communications Corporation

  Corporate Family Rating: Placed on Review for Possible
  Downgrade, currently B1

  Probability of Default Rating: Placed on Review for Possible
  Downgrade, currently B1

  $50 Million 1st Lien Senior Secured Revolver due 2013: Placed on
  Review for Possible Downgrade, currently B1, LGD3 -- 31%

  Senior Notes due 2017 (approximately $384 million outstanding):
  Placed on Review for Possible Downgrade, currently B1,
  LGD4 - 51%

Outlook Actions:

   Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

Recently reported financial results for Entravision were below
Moody's expectations for the 4th quarter of 2011. As a result, the
company will need more time than initially anticipated to bring
financial metrics, including debt-to-EBITDA ratios (approximately
7.0x as of December 2011 or 6.1x net debt-to-EBITDA, including
Moody's standard adjustments) and free cash flow-to debt ratios
(roughly 1% at December 2011) in line with the B1 rating category.
Although paid out of excess cash and in conjunction with a $16.2
million debt repurchase, Moody's is concerned that the company and
its board chose to fund a $5.1 million dividend in December 2011
in the face of operating performance below expectations and the
decision to loosen leverage test requirements under its revolver
due to minimal EBITDA cushion. Moody's review of ratings will
focus on Entravision's television and radio broadcasting
operations over the next 12 -- 18 months and will consider the
company's ability to reduce debt-to-EBITDA ratios while
maintaining at least adequate liquidity including EBITDA cushion
to financial covenants.

The principal methodology used in rating Entravision
Communications Corporation was the Global Broadcast Industry
Methodology published in June 2008. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Entravision Communications Corporation, headquartered in Santa
Monica, CA, is a diversified Spanish-language media company with
television and radio operations. Entravision owns or operates 53
primary television stations and is the largest affiliate group of
both the Univision television network and Univision's TeleFutura
network. The company also owns and operates a group of primarily
Spanish language radio stations, consisting of 48 stations in 19
U.S. markets. Revenues for the twelve months ended December 31,
2011, totaled $194 million with TV operations accounting for 68%
of this total and radio accounting for the reminder. Univision
owns 10% of Entravision's common stock on a fully-diluted basis
with limited voting rights. Since March 2009, the U.S. Department
of Justice limits Univision's ownership to no more than 10%.


EVERGREEN SOLAR: Sells Devens Plant to Hackman Capital
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Evergreen Solar Inc. found a buyer for the non-
operating plant in Devens, Massachusetts.  Hackman Capital
Acquisition Co. will pay $8.53 million, with $5 million going to
the Massachusetts Development Finance Agency and the remainder to
holders of Evergreen's 13% secured notes.  The plant was to have
been sold along with Evergreen's other assets at piecemeal
auctions in November and December.  When there were no buyers for
the Devens plant, the underlying land, and equipment, Evergreen
worked out a three-way transaction with Hackman and the state
agency.

According to the report, the agency, which was leasing the
underlying land to Evergreen, will convey the land outright to
Hackman and take $5 million in satisfaction of $10.1 million in
claims.  The transaction is to be a so-called private sale,
without auction.  The hearing to approve the sale is set for
March 23.

                      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.


EXELON CORP: Moody's Lifts Rating on Jr. Debentures From 'Ba1'
--------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of
Exelon Corporation (Exelon: senior unsecured to Baa2 from Baa1)
and its primary subsidiary, Exelon Generation Company, LLC (ExGen:
senior unsecured to Baa1 from A3) following Monday's closing of
Exelon's merger with Constellation Energy Group, Inc. (CEG).
Concurrently, Moody's affirmed the short-term rating for
commercial paper at Prime-2 for Exelon and ExGen. This rating
action concludes the rating review which initiated on April 28,
2011 when the merger was announced. The rating outlook for Exelon
and ExGen is negative.

"[The] rating action factors in Exelon's expansion of its
unregulated business platform through the merger with financially
weaker CEG," said A. J. Sabatelle, Senior Vice President at
Moody's. "While the merger benefits are notable, particularly from
a commercial and liquidity standpoint, the transaction increases
the potential for earnings and cash flow volatility during the
current down commodity cycle". Added Sabatelle, "Of particular
concern to Moody's is the manner in which the expected negative
free cash flow will be financed in light of Exelon's sizeable
common dividend and capital spending program."

Ratings Rationale

The rating downgrade for Exelon and ExGen reflects Moody's
expectation for a decline in financial metrics following the
merger driven in part by sustained low power prices. While the
rating action recognizes the strategic benefits of linking a
company that is long on generation with a company that is long on
customer load, Moody's believes that the combined entity will
still be exposed to earnings and cash flow volatility due to the
large unregulated business platform whose financial performance is
influenced by market determined commodity pricing levels.
Moreover, the transaction, in Moody's opinion, increases the
likelihood that future growth opportunities at Exelon will center
around the unregulated power space given the company's position as
the largest unregulated generation company in terms of production
and the largest retail energy supplier in North America. In that
vein, Moody's believes that it will be very challenging for Exelon
in the future to easily transform the company's business mix into
one that is materially more balanced across regulated operations
given the sheer size of the existing unregulated footprint. For
these reasons, Moody's believes the merged company's credit
metrics may need to be stronger than similarly rated peers while
maintaining access to amply sized liquidity sources.

The rating action also considers the likelihood that Exelon will
be negative free cash flow for the next several years, a change
from recent historical results, due to the current outlook for
power prices coupled with sizeable capital requirements for growth
investments and maintenance of the common dividend. Based on SEC
filings (including CEG's), Exelon's consolidated capital budget
for 2012 could exceed $6.6 billion, a more than $1 billion
increase above 2011 levels. Some of this incremental increase is
due to planned investments associated with its nuclear fleet
"uprate" program which, if fully implemented, could add up to
1,300 megawatts of incremental nuclear capacity, as well as
investments in solar and wind resources. Also, Exelon has a
sizeable annual common dividend requirement of approximately $1.8
billion. In light of the relative size of Exelon's regulated
operations, the capital requirements at each of the regulated
utilities, and specific regulatory limits imposed on dividends,
Moody's anticipates that the majority of the common dividend may
be funded by the more volatile unregulated business platform under
most scenarios examined.

Balancing these rating concerns are the expected benefits that
this merger should produce as the linkage of Exelon's generation
with CEG's retail business should considerably reduce consolidated
liquidity requirements and enable the company to secure somewhat
better and more sustainable margins for its electric output given
the stickiness of customer load. Moody's further recognizes that
completing the transaction enables Exelon gain access to end-use
customers within the retail supply chain at a much faster pace and
in a more efficient way than it could have otherwise achieved from
building it internally. While these factors add support for the
merger, Moody's observes that certain of the businesses being
added have little to do with matching generation with load but
could impact the potential capital and liquidity requirements of
the firm and increase the associated volatility with operating a
commodity business. To that end, Moody's note the $245 million
settlement announced on March 9th by CEG and FERC relating to
alleged market manipulation as a stark reminder of the pitfalls of
operating a commodity business.

As part of the merger agreement, Exelon has assumed all of CEG's
obligations, including CEG's $1.8 billion of senior Fixed-Rate
Notes, its $1.5 billion syndicated bank revolver, and the $450
million of Series A junior subordinated debentures. In light of
Exelon's assumption of all CEG obligations, Moody's has upgraded
the long-term rating one notch (to Baa2 from Baa3) on three series
of CEG senior unsecured debt to be in-line with the senior
unsecured rating at Exelon. Similarly, the rating on a $1.5
billion senior unsecured syndicated bank revolver was raised to
Baa2 from Baa3, and the rating on the Series A junior subordinated
debentures to Baa3 from Ba1.

The ratings and outlook for Exelon's regulated utilities,
Commonwealth Edison Company (ComEd: Baa2 sr unsecured; stable )
and PECO Energy Company (A3: Issuer Rating; stable outlook) are
unaffected by Monday's downgrade at Exelon and ExGen reflecting in
both cases an expectation for strong credit metrics for the
respective rating category at these utilities and a view that the
boards of both companies will continue to follow a responsible
dividend policy that first considers the capital and
infrastructure needs of each utility.

The rating affirmation of Exelon and ExGen's Prime-2 short-term
rating for commercial paper considers the substantial liquidity
arrangements that will remain at the company which factor in the
expected reduction in future collateral requirements. Moody's
understands that the consolidated multi-year liquidity
arrangements at Exelon are anticipated to decline in the near-term
by $2.7 billion to $9.8 billion, of which $2.2 billion will be
dedicated for the regulated utilities under separate syndicated
arrangements. Separately, commercial paper investors at Exelon
should be aware of the negative rating outlook that accompanies
the holding company's Baa2 senior unsecured rating. To the extent
that Exelon's Baa2 long-term rating was placed under review for
possible downgrade, the probability of a downgrade of Exelon's
commercial paper to Prime-3 would increase.

Exelon's rating outlook is negative reflecting the likelihood of
negative free cash over the next several years due to the expected
maintenance of the company's sizeable common dividend, the size of
capital investment program across the company, and the prospects
for weak margins and operating cash flow caused by low power
prices. The negative rating outlook also considers the sizeable
unregulated platform that the merger provides which increases the
likelihood that future acquisitions that augment this platform
will be pursued. The negative outlook further consider the degree
to which Exelon chooses to implement various levers that Moody's
believes exist over the next two years to address the expected
negative free cash flow at the corporation.

In light of the negative rating outlook, Exelon's rating is not
likely to be upgraded in the near-term. The rating outlook could
be stabilized once greater clarity is known about the company's
commercial strategy around retail including the implication for
hedging forward in light of Monday's weak commodity cycle. An
important factor to the future direction of the rating will be the
manner in which the company finances its expected negative free
cash flow.

The rating is likely to be downgraded if Exelon chooses to finance
the majority of its negative free cash with substantial
incremental debt thereby permanently weakening credit metrics
during this down cycle. Of particular concern to Moody's is the
reliance on unregulated operations for the ongoing payment of a
sizeable dividend, particularly given the firm's substantial
capital spending program. Moreover, should the consolidated credit
profile decline such that cash flow to debt is below 25%, retained
cash flow to debt below 15%, and cash flow interest coverage
approaches 5.5x, downward rating pressure could surface.

Affirmations:

  Issuer: Exelon Corporation

   -- Short-Term Rating for Commercial Paper at Prime-2

  Issuer: Exelon Generation Company, LLC

   -- Short-Term Rating for Commercial Paper at Prime-2

Downgrades:

  Issuer: Exelon Corporation

   -- Senior Unsecured and Issuer Rating, Downgraded to Baa2 from
      Baa1

   -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba1
      to (P)Baa2 from a range of (P)Baa3 to (P)Baa1

  Issuer: Exelon Generation Company, LLC

     -- Senior Unsecured and Issuer Rating, Downgraded to Baa1
        from A3

     -- Multiple Seniority Shelf, Downgraded to (P)Baa3, (P)Baa1
        from (P)Baa2, (P)A3


  Issuer: Pennsylvania Economic Dev. Fin. Auth. (for the benefit
          of Exelon Generation Company, LLC)

     -- Senior Unsecured Revenue Bonds, Downgraded to Baa1 from
        A3

  Issuer: Exelon Capital Trust I

    -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa2

  Issuer: Exelon Capital Trust II

    -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa2

  Issuer: Exelon Capital Trust III

    -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa2

Upgrades:

  Issuer: Constellation Energy Group, Inc. (Assumed by Exelon
          Corporation)

   -- 4.55% Senior Unsecured Notes due 2015, Upgraded to Baa2
      from Baa3

   -- 7.0% Senior Unsecured Notes due 2020, Upgraded to Baa2 from
      Baa3

   -- 7.60% Senior Unsecured Notes due 2032, Upgraded to Baa2
      from Baa3

   -- Bank Credit Facility, Upgraded to Baa2 from Baa3

   -- 8.625% Senior Unsecured Notes due 2063, Upgraded to Baa2
      from Baa3

   -- MTN program rating, Upgraded to (P)Baa2 from (P)Baa3

   -- Short-Term Rating for Commercial Paper, Upgraded to Prime-2
      from Prime-3

The merger documents contemplate that upon merger close CEG's
corporate existence will cease. As such, Moody's will withdraw
CEG's (P)Baa2 MTN program rating and its Prime-2 short-term rating
for commercial paper as these programs have terminated.

Outlook Changes:

  Issuer: Exelon Corporation

    -- Outlook, Changed To Negative From Rating Under Review

  Issuer: Exelon Generation Company, LLC

    -- Outlook, Changed To Negative From Rating Under Review

  Issuer: Exelon Capital Trust I

    -- Outlook, Changed To Negative From Rating Under Review

  Issuer: Exelon Capital Trust II

    -- Outlook, Changed To Negative From Rating Under Review

  Issuer: Exelon Capital Trust III

    -- Outlook, Changed To Negative From Rating Under Review

The principal methodology used in these ratings was Unregulated
Utilities and Power Companies published in August 2009.


EXPRESS INC: S&P Ups Corp. Credit Rating to 'BB'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Columbus, Ohio-based Express Inc. to 'BB' from 'BB-'.
"We also raised the issue-level rating on the company's senior
unsecured notes to 'BB' from 'B+' and revised the recovery rating
to '3' from '5'. The '3' recovery rating reflects our expectation
of meaningful (50% to 70%) recovery of principal in the event of
default. In addition, we withdrew the issue-level rating on the
company's $125 million secured term loan which the company repaid.
We removed these ratings from CreditWatch, where we had placed
them with positive implications on Dec. 7, 2011. The outlook is
stable," S&P said.

"The speculative ratings on Express Inc. reflect Standard & Poor's
expectation that the company's operating performance in fiscal
2012 will remain good, with revenue growth from store expansion
and positive same-store sales," said Standard & Poor's credit
analyst Helena Song. "Nevertheless, we see the business risk
profile remaining 'weak' under our criteria."

"Moreover, we view the company's financial risk profile as
'significant,' even though we think credit metrics could improve
modestly due to EBITDA growth and potential additional modest debt
reduction. We base this assessment on our belief that management
is not likely to maintain a low leverage capital structure, but
will rather begin to implement programs to return cash to
shareholders, and may use debt financing to accomplish this.
Our stable outlook on Express reflects our expectation that the
company's operating performance and credit metrics will remain
relatively stable or improve somewhat in 2012. We could lower the
ratings if the company's operating performance loses traction,
which would lead to weakened credit metrics, including leverage
above 2.5x. This could occur, for example, if fashion missteps
result in a 3% revenue drop and a margin contraction of 200 bps,
causing an EBITDA decline of 23% at the current debt level," S&P
said.

"Although unlikely in the near term, we would consider raising the
ratings if the company sustains an improved market position
through consistent positive sales and an effective merchandizing
strategy. This performance could warrant a change in our
assessment of its business risk profile, which currently limits
the ratings," S&P said.


EVERGREEN SOLAR: To Sell Hackman Assets for $8.53 Million
---------------------------------------------------------
BankruptcyData.com reports that Evergreen Solar filed with the
U.S. Bankruptcy Court a motion for an order (1) authorizing the
sale of the Company's Hackman acquired assets to 112 Barnum Road
for a purchase price of $8.53 million plus $5,000 per day from
March 31, 2012 through the closing date, and (2) approving a
$5 million settlement agreement with MassDevelopment governing
resolution of claims and distribution of proceeds from the sale of
the Hackman acquired assets.

The Court scheduled a March 23, 2012 hearing to consider the sale
motion.

                       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.

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.  As part of the bankruptcy
process the Company will undertake a marketing process and will
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 the
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.

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.

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
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.

Evergreen sold the assets piecemeal 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 wafermaking
assets.  Kimball Holdings LLC paid $3.8 million for solar panel
inventory while the 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.


FAIRFIELD SENTRY: Liquidator Files 45 Clawback Suits
----------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the foreign
representative liquidating Fairfield Sentry Ltd. and related
Madoff feeder funds filed 45 adversary proceedings Monday in
New York seeking to recover more than $300 million that was paid
out to the funds' shareholders before the massive Ponzi scheme
unfolded.

Law360 relates that Kenneth Krys, who is in charge of winding down
Fairfield Sentry, Fairfield Sigma Ltd. and Fairfield Lambda Ltd.
in a British Virgin Islands proceeding, filed the complaints
against Fortis Bank (Nederland) NV, Maple Key Market Neutral
Cayman Islands LP and dozens of others.

                     About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.  Fairfield Sentry and other Greenwich funds had among the
largest exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited filed for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of US$3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Mr. Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds
invested about US$4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.


FIRST DATA: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' issue-level
rating to First Data Corp.'s proposed $3.2 billion term loan D due
2017 and $850 million first-lien notes due 2019. "The recovery
rating is '2', reflecting our expectation of substantial (70% to
90%) recovery for the term loan lenders in the event of default,"
S&P said.

"In addition, we affirmed the 'B' corporate credit rating. The
rating outlook is stable," S&P said.

"The ratings reflect First Data's highly leveraged capital
structure, weak credit protection measures, and modest free cash
flow generation. Nevertheless, with segment revenues (excluding
reimbursable postage and debit network fees) of about $6.6 billion
for 2011, First Data retains a 'strong' business risk profile. The
company maintains a leading market presence as a provider of
payment processing services for merchants and financial
institutions, with high barriers to entry, significant recurring
revenues, and a broad customer base," S&P said.

"First Data reported 3% year-over-year business segment revenue
growth for 2011, with growth provided mainly from its
international business, offset by ongoing client losses and price
pressure in its U.S. financial institution services business.
Adjusted EBITDA margins (excluding reimbursable network fees) were
strong at about 34%, largely reflecting improvements in
international profitability," S&P said.

"We expect First Data to offset highly competitive industry
conditions and pricing pressure through its ongoing cost-reduction
initiatives and growth-driven economies of scale," said Standard &
Poor's credit analyst John Moore.

"The stable outlook reflects First Data's strong business profile
and relatively stable historical operating performance. Ratings
improvement is constrained by very high debt leverage for the
rating, and the company's limited capacity to reduce debt from
cash flow in the near term," S&P said.

"We could revise the outlook to negative if revenue weakness
and/or cost pressures result in reported annual EBITDA growth
below 5% in 2012," S&P said.


FULLER BRUSH: Conway MacKenzie's Perkins to Become CRO
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fuller Brush Co. is hiring Lawrence R. Perkins to
serve as chief restructuring officer.  Mr. Perkins' firm, Conway
MacKenzie Management Services LLC, is being retained
simultaneously to provide restructuring and advisory management
services.  The retentions are scheduled for approval at a March 23
hearing.

Mr. Rochelle notes that another Conway MacKenzie principal, Greg
Charleston, is being hired as the chief restructuring officer for
Dippin' Dots Inc., whose chief executive is stepping down.

                  About The Fuller Brush Company

The Fuller Brush Company -- http://www.fuller.com/-- sells
branded and private label products for personal care, commercial
and household cleaning and has a current catalog of 2,000 cleaning
products.  Some of Fuller's retail partners include Home Trends,
Bi-Mart, Byerly's, Lunds, Home Depot, Do-It-Best, Primetime
Solutions, Vermont Country Store and Starcrest.

Founded in 1906 and based in Great Bend, Kansas, The Fuller Brush
Company, Inc., and its parent, CPAC, Inc., filed for Chapter 11
protection (Bankr. S.D.N.Y. Case Nos. 12-10714 and 12-10715) in
Manhattan on Feb. 21, 2012.  Fuller Brush filed for bankruptcy
five years after the company was taken over by private equity firm
Buckingham Capital Partners.

Fuller said it will be business as usual while undergoing Chapter
11 restructuring.  But it said that while in reorganization, it
intends to trim about half of the current catalog of cleaning
products.

Herrick Feinstein LP is the bankruptcy counsel.

Fuller, which has 180 employees as of the Chapter 11 filing,
disclosed $22.9 million in assets and $50.9 million in debt.

An affiliate of the landlord, Victory Park Capital Advisors LLC,
is now the secured lender owed more than $22 million.  An
affiliate of Chicago-based Victory Park has agreed to provide
$5 million in secured financing for the Chapter 11 effort. The new
loan will come ahead of existing liens.

At the March 23 hearing, Fuller is hoping for final approval of a
$5 million loan.


GARDA SECURITY: Moody's Rates Sr. Sec. Bank Facilities at 'Ba1'
---------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to the new senior
secured bank facilities of The Garda Security Group Inc. ("GSG"),
a subsidiary of Garda World Security Corporation.  Garda's B1
corporate family rating, B1 probability of default rating, B2
senior unsecured notes ratings, SGL-3 speculative-grade liquidity
rating, and the stable ratings outlook for both Garda and GSG
remain unchanged.

Ratings Rationale

The new bank facilities consist of a $100 million revolving credit
facility and $175 million term loan. Net proceeds will be used to
repay amounts drawn under GSG's existing $125 million revolving
credit facility and $108 million term loan, for which the
associated Ba1 ratings will be withdrawn.

Garda's B1 corporate family rating is primarily influenced by its
high leverage and historical appetite for debt-financed
acquisitions. These factors are mitigated by the company's
competitive market position, recurring nature of its revenue
streams, high contract renewal rates, and good geographic and
customer diversity. While Garda's key credit metrics including
adjusted Debt/EBITDA of about 4.7x and EBITDA-Capex/Interest of
1.7x (pro-forma for recent small acquisitions) are currently weak
for its rating, Moody's expects the company to realize modest
growth in earnings and positive free cash flow from ongoing market
share gains and cost containment. In turn, Moody's expects Garda's
Debt/EBITDA will reduce towards 4x in the next 12 to 18 months,
which will solidify its position within the B1 rating.

The stable outlook incorporates Moody's expectation that growth in
earnings and free cash flow will enable Garda's key credit metrics
to improve to levels that are commensurate with a B1 rating
through the rating horizon.

For upward rating consideration Garda needs to sustain its
Debt/EBITDA below 4x and sustain its EBITDA-Capex/ Interest
towards 2.25x. Sustained metrics associated with a ratings
downgrade include Debt/EBITDA sustained above 5x and EBITDA-Capex/
Interest below 1.5x. Downward rating pressure could also arise
should the company pursue a material debt-financed acquisition
prior to strengthening its key credit metrics or if liquidity
pressures arose due to reduced cushion under bank financial
covenants.

The principal methodology used in rating Garda 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.

Headquartered in Montreal, Canada, Garda World Security
Corporation is a global provider of cash logistics (including
armored cars), physical security (including airport pre-screening
at 28 of Canada's airports) and risk consulting services (physical
security outside of North America). Revenue for the last twelve
months ended October 31, 2011 was about $1.2 billion.


GARDENS OF GRAPEVINE: Reorganization Plan Declared Effective
------------------------------------------------------------
The Gardens of Grapevine Development, L.P., has filed a notice
with the Bankruptcy Court for the Northern District of Texas that
the effective data of the Second Amended Joint Plan of
Reorganization occurred on Feb. 10, 2012.

Judge D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas in January confirmed The Gardens of
Grapevine Development, L.P., and The Gardens of Grapevine
Development GP, LLC's Second Amended Joint Chapter 11 Plan of
Reorganization dated Dec. 15, 2011.

As reported in the Troubled Company Reporter on Jan. 13, 2012,
the Debtors filed the Plan to provide for the continued sale
and/or development of their most significant asset, approximately
192 acres of land in Texas known as the Gardens of Grapevine.  The
Plan specifically contemplates:

  * The sale and/or development of the Property over a period of
    five years to maximize value of the Property;

  * Additional funding of up to $250,000 from the Palmeiros or
    one of their entities in order to pay Allowed Administrative
    Claims;

  * Contribution of up to $2.5 million by the Palmeiros from the
    sale of their house in Pebble Beach, California, to fund
    interest payments on Secured Claims.  The contribution will
    be secured by a second lien on the Pebble Beach house until
    it is sold;

  * Satisfaction of all Allowed Secured Claims in accordance with
    terms of the Plan and applicable state law from the net
    proceeds of the sales of the Property;

  * Distribution to holders of Allowed Unsecured Claims of all
    net proceeds received from the sales of the Property after
    payment of Allowed Secured, Priority and Administrative
    Claims;

  * Cancellation of the limited partnership interests in GOG and
    the member interests in GOG-GP; and

  * The issuance of new limited partnership interests in GOG and
    member interests in GOG-GP to Lynne Palmeiro in consideration
    for her contribution of her half interest in the Pebble Beach
    House as part of the $2.5 million contribution and in
    satisfaction of her half interest in the roughly $10 million
    owed to the Palmeiros in loans by GOG.

BB&T's secured claim of $19,605,884 will be satisfied by the
issuance of a new promissory note with a term of two years from
the Effective Date of the Plan.

Compass Bank's allowed secured claim of $5,600,000 will be
satisfied by the issuance of a new promissory note with a term of
five years from the Effective Date of the Plan.

Amegy Bank's allowed secured claim of $2,897,695 will be satisfied
by the issuance of a new promissory note with a term of five years
from the Effective Date of the Plan.

A copy of the Plan Order is available for free at:

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

                  About Gardens of Grapevine

The Gardens of Grapevine Development, L.P., and The Gardens of
Grapevine Development GP, LLC, filed voluntary Chapter 11
petitions (Bankr. N.D. Tex. Case No. 11-43260) in Fort Worth,
Texas, on June 6, 2011.  50% of GOG-GP and GOG are owned by RP
Financial Holdings LLC, which is jointly owned by Rafael and Lynne
Palmeiro.

Frank Jennings Wright, Esq., at Wright Ginsberg Brusilow P.C., in
Dallas, Texas, serves as counsel to the Debtor.  The Debtor
estimated $50 million to $100 million in assets and $10 million to
$50 million in liabilities as of the Chapter 11 filing.


GATEWAY HOTEL: Gets Approval to Use Cash Collateral Until March 31
------------------------------------------------------------------
The Hon. James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona, in a fourth stipulated order, authorized
Gateway Hotel, LLC's continued use of the cash collateral until
March 31, 2012.

The Debtor related that on May 3, 2011, the Court signed the final
order authorizing the Debtor's use of cash collateral until, among
other things July 30, 2011.  The final order also provided that,
and to the extent the Debtor had not otherwise breached any of the
provisions of the final order, the Debtor could seek approval from
the Bankruptcy Court for the continued use of cash collateral with
an express reservation of all rights of 2010-1 SFG Venture LLC, as
successor in interest to Specialty Finance Group LLC with respect
thereto.

A full-text copy of the order and budget is available for free at
http://bankrupt.com/misc/GATEWAYHOTEL_CC_4thorder_budget.pdf

                        About Gateway Hotel

Phoenix, Arizona-based Gateway Hotel, LLC -- aka Hilton Garden Inn
and Hilton Garden Inn Phoenix Airport North -- is primarily
engaged in the hotel and restaurant business.  It filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 11-
08302) on March 29, 2011.  Robert J. Miller, Esq., Bryce A.
Suzuki, Esq., Kyle S. Hirsch, Esq., at Bryan Cave LLP, serve as
the Debtor's bankruptcy counsel.  The Debtor estimated its assets
and debts at $10 million to $50 million.

Affiliate Windsor Commercial Construction, LLC, filed a separate
Chapter 11 petition (Bankr. D. Ariz. Case No. 09-25724) on
Oct. 13, 2009.


GELT PROPERTIES: Committee, Secured Lender Oppose Plan Disclosures
------------------------------------------------------------------
Parties-in-interest filed with the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania objections to the disclosure
statement explaining Gelt Properties, LLC, et al.'s proposed Plan
of Reorganization.

The Official Committee of unsecured Creditors asks the Court to
deny approval of the plan disclosures.

Schoff McCabae, P.C., on behalf of the Committee, argued that the
Disclosure Statement failed to provide adequate information
because, among other things:

   -- it is unclear whether the Class 15A claimants are to
      receive only: (a) 50% of the distribution amount on sales of
      properties or loans or loan payoffs or their pro rata
      distribution of the distribution amount until their claims
      are paid in full; or (b) 50% of the distribution amount on
      sales or properties or loans or loan payoffs and their pro
      rata distribution of the distribution amount until their
      claims are paid in full; and

   -- there's a lack of detailed explanation as to the treatment
      to holders of Class 15A claims.

Secured lender, Fox Chase Bank, by and through its counsel,
Spector Gadon & Rosen, P.C., in its objection, says:

    * the Plan is patently unconfirmable; and

    * the disclosures are not adequate to render the document
      sufficient to be circulated.

The Debtors, as of July 25, 2011, owe Fox Chase $1,344,080 and
$422,085.

In a separate filing, secured creditor Vist Bank, by and through
its counsel, Barry W. Sawtelle, Esq., and Kozloff Stoudt told the
Court that the Disclosure Statement provides inadequate
information to allow a creditor to assess the likelihood of the
Debtor to successfully make the transformation.

VIst added that the Debtor needed to provide adequate detail to
explain how it expects to accomplish the transformation and repay
its secured indebtedness.

As reported in the Troubled Company Reporter on Feb. 20, 2012,
according to the Disclosure Statement, the Plan provides that all
of the assets of the Debtors will be sold and liquidated, rented
or leased, developed and maintained, in the ordinary course of the
Debtor's business.  Cash payments made pursuant to the Plan will
be in the United States funds, by check drawn on a domestic bank
pr by wire transfer from a domestic bank.  All cash distributions
will be made by the Debtors.  A full-text copy of the Disclosure
Statement is available for free at:

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

                       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 (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.


GELT PROPERTIES: Vist Bank Says Protection Payment Not Sufficient
-----------------------------------------------------------------
Vist Bank filed with the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania its objections to Gelt Properties, LLC,
et al.'s motion for authorization to use cash collateral.

According to the Vist, the Debtors' proposed adequate protection
payments, which must be $6,529, are proposed to be a substantially
lesser amount.

As reported in the Troubled Company Reporter on Feb. 20, 2012, the
Court has continued until March 20, 2012, at 11:00 a.m., the
hearing to consider the Debtors' motion to use cash collateral.

The Debtors owe to prepetition lenders $4,545,344, secured by
collateral assignment of mortgages and rents and leases.

A prior order authorizing the Debtors to use cash collateral
provides that as adequate protection for the use of cash
collateral, the lenders are granted replacement liens on all now
owned or hereafter acquired property and assets of the Debtors and
all proceeds, products, rents and profits thereof.  The Debtors
were also directed to pay the lenders in accordance with the
budget.

                       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 (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.


GEORGE NEWKIRK: Court Denies Confirmation of Chapter 11 Plan
------------------------------------------------------------
Bankruptcy Judge Randy D. Doub denied confirmation of the Chapter
11 Plan of Reorganization filed Oct. 31, 2011, by George Whitfield
Newkirk and Rachel Walker Newkirk, saying the Disclosure Statement
explaining the Plan does not provide adequate information within
the meaning of 11 U.S.C. Sec. 1125(a).  Accordingly, the Plan does
not satisfy the requirements of Sec. 1129.

Judge Doub said the Disclosure Statement must include at the very
minimum projections of the Debtors' income and expenses as well as
a history of Coastal Plains Milling LLC and Newkirk Farms, and the
Debtors' involvement with those companies.  The complexity of the
case requires inclusion of this information because without
knowledge of the Debtors' income or the arrangement with CPM,
parties voting on the Plan cannot make an informed decision.

The United States Bankruptcy Administrator, the North Carolina
Agricultural Finance Authority, and PSB Credit Services objected
to the Plan.

George Whitfield Newkirk and Rachel Walker Newkirk, in Duplin
County, North Carolina, filed a voluntary Chapter 11 petition
(Bankr. E.D.N.C. Case No. 11-05896) on Aug. 2, 2011.  Mr. Newkirk
was formerly employed by Coastal Plains Pork LLC as Vice President
for Production.  The Debtors were also contract hog growers for
Coastal Plains Pork.

Coastal Plains Pork LLC filed a Chapter 11 petition on Sept. 28,
2009, and subsequently converted its case to a Chapter 7
liquidation.  The downfall of Coastal Plains Pork substantially
harmed the Newkirks' financial condition.  Mr. Newkirk lost
employment with Coastal Plains Pork and shut down operation of the
hog farm.

Mr. Newkirk owns and operates Coastal Plains Milling.  For several
years, CPM operated a feed mill that was leased by Coastal Plains
Pork. The feed mill was eventually sold to Coastal Plains Pork.
After the sale of the feed mill, Mr. Newkirk continued to operate
a farm production consulting business out of CPM from 2005 until
his contract with Coastal Plains Pork ended in approximately 2009.
In 2010, Newkirk Farms, Inc., another entity held by the Debtors,
transferred approximately 100 head of cattle and various farm
equipment to CPM.

In 2010, Mr. Newkirk began operating his consulting business
through CPM once again. Mr. Newkirk independently contracts as a
consultant to a local farm where he works three to four days a
week and earns $385.00 per day. This income is paid to CPM and is
generally used to pay its debts. Mr. Newkirk provides consulting
services through CPM in order to generate a stream of income for
the cattle operation. The purpose of the cattle operation is to
make the Debtors' property productive without resorting to less
desirable uses, such as chicken or turkey houses.  The Debtors'
ultimate desire is to hold onto their land, which has been passed
down through their family for centuries.

The Debtors also own multiple tracts of land totaling 442.92 acres
in Duplin and Sampson Counties. Of this property, 378.53 acres are
subject to a first deed of trust in favor of PSB that secures a
promissory note of $1,058,726.  The remaining 64.39 acres are
subject to a first deed of trust in favor of PSB that secures a
second promissory note of $396,716.  The 442.92 acres are also
subject to a second deed of trust in favor of NCAFA securing a
promissory note of $797,221.  PSB also holds a security interest
in all livestock, equipment, machinery, and accounts belonging to
the Debtors and Newkirk Farms.  The Debtors defaulted on their
obligations to PSB.  The Debtors filed the bankruptcy petition
because of foreclosure proceedings initiated by PSB.

The Plan provides that the Debtors will treat PSB's claims in
Class 9 as a fully secured obligation in the amount of $597,900
and an unsecured claim in the amount of $460,826.  The fully
secured portion of the claim will be amortized over twenty years
with interest accruing at a rate of prime plus 1% with a final
balloon payment due after 10 years.

The Plan also provides that the Debtors consent to PSB's
foreclosure on 64.39 acres on Wallace Highway as well as
additional property owned by Newkirk Farms securing a $396,716
promissory note held by PSB. Upon completion of the foreclosure
sale, PSB shall credit the Debtors' account in the amount of at
least $303,780.00 and shall have 180 days to file a proof of claim
for any deficiency.  Finally, the Plan provides that Class 8,
comprised of the claim of NCAFA, will be treated as an unsecured
claim along with the general unsecured claims in Class 11.

At the hearing, the parties agreed to value the property securing
the first promissory note to PSB at $661,000.  The Debtors'
amended treatment of PSB by proposing to sell two tracts of land,
30.59 acres and 25.436 acres, subject to the first deed of trust
of PSB and second deed of trust of NCAFA, for the appraised value
of $179,000 pursuant to an offer the Debtors received Feb. 14,
2012.  The Debtors intend to retain 322.5 acres subject to the
first deed of trust in favor of PSB.

The Bankruptcy Administrator, NCAFA, and PSB all objected to the
Plan and Disclosure Statement on the basis that the Disclosure
Statement provides insufficient information for creditors to
determine the source of income to fund the Debtor's Plan and
determine if the Plan is feasible.  The Disclosure Statement
provides the Debtors will fund the plan through "income earned
though future farming operations, wages earned, and the sale of
certain real and personal property." The Disclosure Statement does
not provide any specific information as to future farming
operations and wages to be earned.

Mr. Newkirk testified that in order to fund the Plan, CPM will
begin paying $2,500 in rent each month to the Debtors for the
cattle operation's use of the property. Other than the rental
payments from CPM, Mr. Newkirk would not personally receive any
other income. The Debtors also intend to fund the Plan with the
approximately $9,455 each month Mrs. Newkirk earns through
employment at Purdue Pharma, L.P. The Debtors introduced
projections of income and expenses at the hearing. The projections
indicate that for the first year of the Plan, the Debtors will
have a disposable income of at least -($47.00) each month. CPM
receives at least $4,620 in income each month from Mr. Newkirk's
consulting services and the Debtors propose that CPM will pay
$2,500 each month in rent, leaving CPM holding almost $2,000 each
month.

After solicitation of votes, only four out of 11 classes voted on
the Plan.  All four classes that voted accepted the Plan.
However, three of those classes were unimpaired under the Plan.
Neither PSB nor NCAFA cast a ballot.  At the hearing, NCAFA stated
it accepted the Plan based on an agreement struck with the
Debtors, whereby Class 11 would receive a junior lien on the
Debtors' residence securing a $110,000 payment to the unsecured
class.

A copy of Judge Doub's March 9, 2012 Order is available at
http://is.gd/ZPWVdHfrom Leagle.com.


GLOBAL AVIATION: Proposes $45MM DIP Loan from First Lien Lenders
----------------------------------------------------------------
Global Aviation Holdings Inc., et al., ask the U.S. Bankruptcy
Court for the Eastern District of New York for authorization to:

   a) enter into a senior secured superpriority debtor-in-
      possession facility in an aggregate principal amount of
      $45 million, for which the Debtors seek immediate access to
      at least $15 million on an interim basis;

   b) replace the existing interim cash collateral order with the
      proposed interim order, thereby authorizing the debtors to
      use cash collateral on a further interim basis; and

   c) grant certain adequate protection to the Prepetition Secured
      Parties in connection with the use of cash collateral and
      any diminution in the value of the prepetition secured
      parties' interests in the prepetition collateral.

The Debtors previously obtained interim approval to use cash
collateral to operate their businesses.  This use of cash
collateral was to act as a bridge to securing postpetition
financing which, once secured, would enable the Debtors to operate
their businesses and prosecute these Chapter 11 cases.

In that regard, the Debtors engaged in negotiations with a group
of their prepetition first lien secured lenders -- holding
approximately 70% of the first lien notes -- regarding
postpetition financing and, through their financial advisors,
explored the availability of financing from other third parties.

The Debtors and the group of first lien lenders have agreed on the
terms of a postpetition financing facility that will satisfy the
Debtors' short term liquidity needs and enable the Debtors to fund
the Chapter 11 cases.

As of the Commencement Date, the Debtors have prepetition secured
obligations consisting of: (a) approximately $156.2 million plus
any additional fees and expenses outstanding under certain 14%
senior secured notes due August 2013; (b) approximately
$86.8 million plus any accrued and unpaid interest and any
additional fees and expenses outstanding under a second lien term
loan due September 2014; and (c) $251,000 outstanding under a
capital lease facility.

The Debtors have an immediate need to obtain loans under the DIP
Facility and use cash collateral to, among other things, permit
the orderly continuation of the operation of their businesses, to
maintain business relationships with vendors, suppliers and
customers, to make payroll, to make capital expenditures, and to
satisfy other working capital and operational needs, and to
facilitate the orderly liquidation of the Debtors' businesses
through one or more sales of substantially all of the Debtors'
assets.

The salient terms of the DIP agreement include, among other
things:

   Borrower:                      Global Aviation Holdings Inc.

   Guarantors:                    The Debtors other than Global
                                  Aviation Holdings Inc.

   DIP Agent:                     Cantor Fitzgerald Securities

   DIP Lenders:                   IN-FP2 LLC, Guggenheim
                                  Investment Management, LLC,
                                  Beach Point Capital Management
                                  LP, Chatham Credit Management
                                  III, LLC

   DIP Facility:                  $45 million (no less than
                                  $15 million on an interim
                                  basis).

   Cash Collateral:               Under the proposed interim
                                  order, the Debtors seek
                                  authority to use all the cash
                                  collateral.

   Interest Rates:                ABR Loans.  Alternate Base Rate
                                  (floor of 3%) plus 9%.

                                  Eurodollar Loans.  Adjusted
                                  LIBOR Rate (floor of 2%) plus
                                  10%.

                                  Default Rate. Non-default rate
                                  plus 2.0%.

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

                      GSO Capital's Objection

GSO Capital Partners LP, as investment manager to the second lien
lenders, filed a limited objection to the Debtors' DIP loan
motion, solely to the provision in the DIP agreement and proposed
DIP order permitting the Debtors and their Chapter 11 estates to
pay a so-called "arranger fee" of $450,000 to Houlihan Lokey, the
firm that is acting as financial advisor to the very same first
lien lenders who seek to provide the DIP financing -- with the fee
to be paid immediately to Houlihan Lokey as a "condition
precedent" to provision of the DIP loan.

GSO is represented by:

          David C. Bryan, Esq.
          Joshua A. Feltman, Esq.
          WACHTELL, LIPTON, ROSEN & KATZ
          51 West 52nd Street
          New York, NY 10019
          Tel: (212) 403-1000
          Fax: (212) 403-2000

               About Global Aviation Holdings Inc.

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.


HARBINGER GROUP: Moody's Confirms 'B3' CFR; Outlook Negative
------------------------------------------------------------
Moody's Investors Service confirmed all ratings of the Harbinger
Group ("HRG"), including its B3 CFR. The outlook has been revised
to negative. These actions conclude a review for downgrade that
was initiated on December 12, 2011.

Moody's expects HRG to identify strategic acquditions. "We are
concerned that the combination of negative events for Harbinger
Capital and for the executive officers of Harbinger Group may
divert the executive officer's attention away from identifying
such acquisitions, " said Kevin Cassidy, Senior Credit Officer at
Moody's Investors Service. Acquiring a non strategic acquidition
could also put pressure on the rating.

The following ratings were confirmed:

   -- Corporate Family Rating at B3;

   -- Probability of Default Rating at B3;

   -- $500 million senior secured notes rating at Caa1
     (LGD4, 50%);

The following rating was affirmed:

   -- Speculative grade liquidity rating at SGL 3

Ratings Rationale

HRG's B3 Corporate Family Rating reflects the effective
subordination of HRG to the direct claims on the assets and cash
flows of Spectrum Brands and F&G, HRG's two current subsidiaries,
which are rated B1 and Ba1 respectively. HRG's nascent history and
only about $20 million of "committed" cash flow and just $60
million of potential cash flow this year is also factored into the
rating. Possible event risk associated with Harbinger Capital
constrains the rating. The likelihood of HRG making additional
acquisitions is considered highly probable as is the potential
diversification benefits of future acquisitions.

Spectrum Brands B1 Corporate Family Rating reflects its high,
albeit decreasing, financial leverage at over 4.5x and its modest
size with revenues around $3 billion. The highly competitive
industry that Spectrum operates in competing against bigger and
better capitalized companies also constrains the rating.
Spectrum's history of being financially aggressive, culminating
with the February 2009 bankruptcy is a constraint, although this
factor is becoming less important as time goes on. Spectrum's
ratings benefit from its good product diversification with
products ranging from personal care items, to pet food and small
appliances. The B1 Corporate Family Rating also reflects the
general stability in performance during the recession and Moody's
expectation that credit metrics will continue improving in the
near to mid-term. Spectrum's good liquidity profile is also
reflected in the rating as is its increasing international
penetration.

Moody's rates Fidelity & Guaranty Life Insurance Company (Fidelity
& Guaranty Life - formerly OM Financial Life Insurance Company)
Ba1 (stable outlook) for insurance financial strength (IFS).
Fidelity & Guaranty Life's IFS rating is constrained by the
considerably weaker financial flexibility expected under its new
ownership. The rating reflects the view that, Harbinger, in a
stress scenario, would be less able to extend the same level of
financial and strategic support that the company received from its
former parent. Moody's expects that under Harbinger's ownership,
Fidelity & Guaranty Life's capital management, including dividend
policy, use of reinsurance, and relative quality of capital, is
likely to be more aggressive than in the past.

Fidelity & Guaranty Life's rating incorporates the significant
progress the company has made in the last year in de-risking its
investment portfolio and clear improvements in its operations and
risk management. The company's strengths of flexible operating
costs and targeted distribution are partially offset by the
following: hedging challenges associated with its major presence
in the fixed-indexed annuities (FIA) sector; relatively small size
in a consolidating industry; and heavy reliance upon outsourcing
vendors.

The negative outlook for HRG reflects the risk that managements
attention will be diverted away from identifying dividend paying
acquisitions as a result of the unrelenting negative headlines.
The outlook also incorporates the refinancing risk in 2015 that
HRG could encounter if is not able to identify enough dividend
paying acquisitions.

The rating could be downgraded if additional dividend paying
acquisitions are not completed in the near to mid term. The rating
could also be downgraded if the company does not refinance its
senior secured notes well before its November 2015 maturity date.

An upgrade in HRG' rating would require acquisitions of other
businesses with strong credit profiles that have a history of
paying dividends. Interest coverage (dividends/interest) in the
neighborhood of 1.5x would also be helpful for an upgrade to be
considered.

Harbinger Group is majority owned by Harbinger Capital. Last month
the U.S. Federal Communications Commission (FCC) said it won't let
LightSquared begin service because its signals interfere with GPS
navigation of cars, boats and planes. This reverses an earlier
decision by the FCC. Harbinger Capital has invested $3 billion in
LightSquared. The Wells Notice that Harbinger Capital and certain
of its affiliates received In December 2011 states that the SEC
staff intends to recommend or is considering recommending that the
Commission file civil injunctive actions against HCP, some of its
affiliates, Mr. Falcone, Mr. Asali, and Ms. Roger alleging
violations of the federal securities laws' anti-fraud provisions.
"We think the combination of negative events for Harbinger Capital
and for the executive officers of Harbinger Group may divert the
executive officer's attention away from identifying dividend
paying acquisitions," said Kevin Cassidy, Senior Credit Officer at
Moody's Investors Service. "HRG must start acquiring dividend
paying companies soon, as the money they receive or could
potentially receive from their two portfolio companies is not
sufficient to cover interest and preferred dividends," he noted.

Located in New York City, HRG is a holding company that is
majority owned by the Harbinger Group and its related entities.
The company's principal focus is to identify and evaluate business
combinations or acquisitions of businesses. The company has
generated less than $50 million in revenue for the year ending
December 31, 2011.

The principal methodologies used in rating HRG was Moody's Global
Packaged Goods Industry methodology published in July 2009,
Moody's Rating Methodology for U.S. Health Insurance Companies
published in May 2011 and Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
on Moody's Web site.


HARDAGE HOTELS I: May Use OneWest Bank Collateral Through April 2
-----------------------------------------------------------------
Bankruptcy Judge H. Christopher Mott granted Hardage Hotels I,
LLC, interim authority to use hotel revenues that constitute cash
collateral of OneWest Bank, FSB.

OneWest asserts an interest in the Debtor's Cash Collateral, and
has objected to the cash collateral use.

Hardage Hotels I filed with the Bankruptcy Court a "Notice of
Debtor's Intent to Use Cash," which indicates that:

     -- Security Bank of Kansas City is the lender on three of
        the Debtor's seven hotel properties located in Newark,
        California, Kansas City, Missouri, and Overland Park,
        Kansas;

     -- OneWest Bank is the lender on three different hotel
        properties of the Debtor located in Lincoln, Nebraska,
        El Paso, Texas, and Dublin, Ohio;

     -- California First National Bank NA is the lender on the
        seventh property of the Debtor located in Des Moines,
        Iowa.

The Debtor said it does not know with certainty whether OneWest
owns the liens to which it asserts a Cash Collateral interest.
However, the Debtor argue that it has a need to use Cash
Collateral to fund postpetition operations of its business and
preserve the property of the estate.  The Debtor asserts a need to
use Cash Collateral to avoid irreparable harm to the Debtor's
bankruptcy estate.

OneWest, in its objection, disputes the Debtor's contention that
the bank does not have a lien on the Debtor's cash generated by
the bank's collateral.  Indeed, contrary to the Debtor's
contention, all the cash generated by OneWest's collateral is
subject to OneWest's liens and constitutes OneWest's cash
collateral.

OneWest said it will provide greater detail at a final hearing
that the Debtor is the obligor under, and OneWest is the current
holder of, three separate notes executed by the Debtor:

     -- Promissory Note dated Oct. 26, 2004, in the original
        principal amount of $11,525,000, as amended by an
        Amendment to Promissory Note dated Oct. 26, 2004;

     -- Promissory Note dated July 8, 2004 in the original
        principal amount of $5,742,000, as amended by an Amendment
        to Promissory Note dated July 8, 2004; and

     -- Promissory Note dated July 8, 2004 in the original
        principal amount of $5,304,500, as amended by an Amendment
        to Promissory Note dated July 8, 2004.

Each of the Notes is secured by, among other things, deeds of
trust or mortgages against the Debtor's hotels in El Paso, Texas,
Dublin, Ohio, and Lincoln, Nebraska, respectively; and commercial
security agreements, and assignments of rents.

Pursuant to the Interim Order, the cash generated by the hotels on
which OneWest has a lien will be segregated and not be commingled
with the collateral accounts of any other lender on any other
hotel.  The Debtor may expend, pay and use Cash Collateral only as
authorized by the Interim Order and in accordance with a budget
filed with the Court.

To the extent OneWest can establish that it has liens on the
hotels securing the obligations owing to it, the Interim Order
provides that OneWest will continue to have a lien in the Debtor's
postpetition assets to the same extent and priority as those
prepetition liens.  In addition, as adequate protection for the
use of Cash Collateral, OneWest is granted a ?like kind?
replacement lien and security interest in, to and against all
property acquired by the Debtor.

The Replacement Lien will not extend to Chapter 5 causes of action
and will be limited to the diminution, if any, in the value of
OneWest's collateral.

A final hearing on the Debtor's Motion will be held April 2, 2012,
beginning at 10:00 a.m. in Austin, Texas.

Counsel to OneWest Bank are:

          Monica S. Blacker, Esq.
          Charles L. Perry, Esq.
          ANDREWS KURTH LLP
          1717 Main Street, Suite 3700
          Dallas, Texas 75201
          Telephone: (214) 659-4400
          Facsimile: (214) 659-4401
          E-mail: jbrookner@andrewskurth.com
                  monicablacker@andrewskurth.com
                  charlesperry@andrewskurth.com

                      About Hardage Hotels I

Hardage Hotels I, LLC, filed for Chapter 11 bankruptcy (Bankr.
W.D. Tex. Case No. 12-30443) on March 6, 2012.  Hardage is a hotel
and real estate development company headquartered in San Diego,
California.  Hardage operates seven hotels in seven states under
the brand of "Chase Suites".  The hotels are located in El Paso,
Texas; Overland Park, Kansas; Newark, California; Kansas City,
Missouri; Des Moines, Iowa; Lincoln, Nebraska; and Dublin, Ohio.

Hardage operates the hotels under the "Chase Suites" name pursuant
to franchise agreements with Hardage Hospitality, LLC.  The Debtor
has no employees -- all employees at the hotels are employed by
non-debtor Hardage Hospitality, which provides hotel management
services.

The Debtor has outstanding secured debt of $34.2 million plus
interest.  The lenders are OneWest Bank, FSB; California First
National Bank, N.A., and Security Bank of Kansas City.  OneWest is
the lender under a $5.74 million Dublin loan agreement, a $5.3
million Lincoln loan agreement, and an $11.5 million El Paso loan
agreement.

Hardage was forced to file for bankruptcy when Hardage reached an
out-of-court restructuring of its debts with OneWest and then
OneWest reneged on its commitment.  In September 2010, OneWest
filed a collection against Hardage and sought the appointment of a
receiver over the El Paso property.  A receivership order was
entered but was vacated, although Hardage was ordered to make
payments to OneWest.  The parties then entered into a series of
tolling agreements, under which Hardage paid OneWest $700,000 so
that OneWest would not pursue any further action.  Following
negotiations, the parties signed a "final term sheet" on a
restructuring on Dec. 2, 2011.

But, according to the Debtor, OneWest reneged on the agreement.
In November, OneWest sought foreclosure of, and a receiver for,
the Dublin and El Paso properties.

The Debtor on March 5, 2012, initiated a lawsuit against OneWest
in the Superior Court of the State of California for the County of
Los Angeles, Central District.  The suit alleges several causes of
action, including fraud and breach of contract.

Judge H. Christopher Mott presides over the Chapter 11 case.  The
Debtor has tapped Haynes and Boone LLP as attorneys, and
Transitional Finance Partners LLC as financial advisor.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $50 million to $100 million in debts.  The petition
was signed by Samuel A. Hardage, president.


HARDAGE HOTELS I: Wants OneWest Barred From Suing Management
------------------------------------------------------------
When it filed for Chapter 11 bankruptcy, Hardage Hotels I, LLC,
also commenced an adversary proceeding to enjoin OneWest Bank FSB,
as successor to La Jolla Bank, from pursuing tactical litigation
against the Debtor's Managing Member, Samuel A. Hardage,
including, without limitation, on account of guaranty agreements.
The Debtor seeks an injunction against OneWest until after such
time that the Debtor confirms its Chapter 11 plan.

OneWest has represented that it is the successor to La Jolla Bank
in connection with five commercial loans which have unpaid
principal balances of more than $26 million plus alleged
arrearages of roughly $2.5 million.  Three of the Hardage Loans
with OneWest are traditional first mortgage refinancing loans,
secured by first trust deed liens on three hotel properties in El
Paso, Texas, Lincoln, Nebraska and Dublin, Ohio.  Hardage Hotels
I, LLC is the borrower and the owner of the three properties.  The
other two Hardage Loans with OneWest are Lines of Credit loans
made by La Jolla Bank to Hardage Suite Hotels, LLC and Woodfin
Suite Hotels, LLC, neither of which are debtors.  All of the
Hardage Loans are secured by the three hotel properties in El
Paso, Texas, Lincoln, Nebraska and Dublin, Ohio.

Sam Hardage has personally guaranteed all five loans.

OneWest was formed in 2009 to purchase the remnants of collapsed
lender IndyMac from the Federal Deposit Insurance Corp.  OneWest
purchased IndyMac's $20.7 billion in loans and other assets for
$16 billion.  That included $9 billion in financing from the FDIC
and the Federal Home Loan Bank.  OneWest was capitalized with less
than $1.6 billion.

OneWest is controlled and owned by private financiers made up of a
group of private equity and hedge fund investors, including former
Goldman Sachs executive vice president Steven Mnuchin, hedge-fund
operators George Soros and John Paulson, and bank buyout expert J.
Christopher Flowers.

The Debtor's complaint recounts the long history of negotiations
with OneWest to restructure the Hardage Loans, as well as numerous
actions between the parties.

The Debtor said there is a substantial risk of irreparable harm to
the Debtor if litigation against the Debtor's management is not
enjoined.

                      About Hardage Hotels I

Hardage Hotels I, LLC, filed for Chapter 11 bankruptcy (Bankr.
W.D. Tex. Case No. 12-30443) on March 6, 2012.  Hardage is a hotel
and real estate development company headquartered in San Diego,
California.  Hardage operates seven hotels in seven states under
the brand of "Chase Suites".  The hotels are located in El Paso,
Texas; Overland Park, Kansas; Newark, California; Kansas City,
Missouri; Des Moines, Iowa; Lincoln, Nebraska; and Dublin, Ohio.

Hardage operates the hotels under the "Chase Suites" name pursuant
to franchise agreements with Hardage Hospitality, LLC.  The Debtor
has no employees -- all employees at the hotels are employed by
non-debtor Hardage Hospitality, which provides hotel management
services.

The Debtor has outstanding secured debt of $34.2 million plus
interest.  The lenders are OneWest Bank, FSB; California First
National Bank, N.A., and Security Bank of Kansas City.  OneWest is
the lender under a $5.74 million Dublin loan agreement, a $5.3
million Lincoln loan agreement, and an $11.5 million El Paso loan
agreement.

Hardage was forced to file for bankruptcy when Hardage reached an
out-of-court restructuring of its debts with OneWest and then
OneWest reneged on its commitment.  In September 2010, OneWest
filed a collection against Hardage and sought the appointment of a
receiver over the El Paso property.  A receivership order was
entered but was vacated, although Hardage was ordered to make
payments to OneWest.  The parties then entered into a series of
tolling agreements, under which Hardage paid OneWest $700,000 so
that OneWest would not pursue any further action.  Following
negotiations, the parties signed a "final term sheet" on a
restructuring on Dec. 2, 2011.

But, according to the Debtor, OneWest reneged on the agreement.
In November, OneWest sought foreclosure of, and a receiver for,
the Dublin and El Paso properties.

The Debtor on March 5, 2012, initiated a lawsuit against OneWest
in the Superior Court of the State of California for the County of
Los Angeles, Central District.  The suit alleges several causes of
action, including fraud and breach of contract.

Judge H. Christopher Mott presides over the Chapter 11 case.  The
Debtor has tapped Haynes and Boone LLP as attorneys, and
Transitional Finance Partners LLC as financial advisor.

In its petition, the Debtor estimated $10 million to $50 million
in assets and $50 million to $100 million in debts.  The petition
was signed by Samuel A. Hardage, president.


HARRISBURG, PA: To Skip Bond Payments Due March 15
--------------------------------------------------
Harrisburg, Pennsylvania, for the first time will default on
general-obligation bonds by skipping $5.27 million in payments due
March 15 on $51.5 million of bonds.

                   About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.


HARRON COMMUNICATIONS: S&P Keeps 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' issue-level
ratings on Frazer, Pa.-based cable system operator Harron
Communications, L.P.'s senior secured credit facility on
CreditWatch with positive implications. The borrowers under the
credit facility are subsidiaries of Harron and include Gans
Communications L.P., MetroCast Cablevision of New Hampshire LLC,
MetroCast Communication of Connecticut LLC, and MetroCast
Communications of Mississippi L.P.

This action follows the company's announcement that it is seeking
to amend its existing facility. The proposed amendments include
allowing for the issuance of structurally subordinated debt,
reducing the size of the revolving credit facility by $40 million
to $60 million, modifying pricing, and loosening financial
covenants (total leverage, senior secured leverage, and interest
coverage). Along with the amendments, Harron plans to issue senior
unsecured notes and use the proceeds to support a management
buyout of certain existing shareholders and repay $55 million of
term loan debt. The amendment to the credit facility is contingent
on completing the notes issuance.

"With the reduction in the size of the revolver and the $55
million prepayment, recovery prospects for the facility could
improve. Therefore, if the contemplated notes issuance is
completed, we will raise the issue-level rating on the credit
facility by one notch and revise the recovery rating to '2' from
'3'. The current '3' recovery rating indicates expectations for
meaningful (50%-70%) recovery in the event of a payment default.
The '2' recovery rating indicates expectations for substantial
(70%-90%) recovery in the event of a payment default," S&P said.

The 'B' corporate credit rating remains unchanged by this rating
action.

Ratings List

Harron Communications L.P.
Corporate Credit Rating      B/Stable/--

Rating Placed On CreditWatch Positive

Harron Communications L.P.
                              To            From
Senior Secured cred fac      B/Watch Pos   B
   Recovery Rating            3             3


HOSTESS BRANDS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Interstate Brands Corporation filed with the U.S. Bankruptcy Court
for the Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property              $185,414,799
  B. Personal Property        $1,302,241,073
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $861,224,776
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $52,900,962
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $28,026,652
                                 ------------     -----------
        TOTAL                  $1,487,655,872    $942,152,390

Debtor-affiliates also filed their respective schedules,
disclosing:

     Company                       Assets        Liabilities
     -------                       ------        -----------
IBC Services, LLC                $20,041,117    $912,615,991
IBC Trucking, LLC                $$7,649,000    $916,255,449
IBC Sales Corporation           $219,731,555  $1,581,252,342
MCF Legacy, Inc.                          $0     $54,893,100

Full-text copies of the schedules are available for free at

http://bankrupt.com/misc/HOSTESS_BRANDS_interstatebrands_sal.pdf
http://bankrupt.com/misc/HOSTESS_BRANDS_ibcsales_sal.pdf
http://bankrupt.com/misc/HOSTESS_BRANDS_ibcservices_sal.pdf
http://bankrupt.com/misc/HOSTESS_BRANDS_ibctrucking_sal.pdf
http://bankrupt.com/misc/HOSTESS_BRANDS_mcflegacy_sal.pdf

                      About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.  Gregory F. Rayburn is appointed as president and
chief executive officer for the Debtor.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel.  Tom Mayer and Ken Eckstein
will head up the legal team for the committee.

The bankruptcy judge on Feb. 3 gave Hostess Brands final authority
for $75 million in secured financing.  The day following the Jan.
11 Chapter 11 filing, Hostess had secured interim approval for a
$35 million loan.


HOSTESS BRANDS: Taps Garden City as Communications Services Agent
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Hostess Brands, Inc., asks the U.S. Bankruptcy Court
Southern District of New York for permission to retain The Garden
City Group, Inc., as its communications services agent.

The hourly rates of GCG's personnel are:

         Administrative and Claims Control      $45 -  $55
         Project Administrators                 $70 -  $85
         Quality Assurance Staff                $80 - $125
         Project Supervisors                    $95 - $110
         Systems, Graphic Support &
           Technology Staff                    $100 - $200
         Project Managers and Senior
           Project Managers                    $125 - $175
         Directors and Asst. Vice Presidents   $200 - $295
         Vice Presidents and above                 $295

                      About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.  Gregory F. Rayburn is appointed as president and
chief executive officer for the Debtor.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel.  Tom Mayer and Ken Eckstein
will head up the legal team for the committee.

The bankruptcy judge on Feb. 3 gave Hostess Brands final authority
for $75 million in secured financing.  The day following the Jan.
11 Chapter 11 filing, Hostess had secured interim approval for a
$35 million loan.


INNKEEPERS USA: Trustee Settles $84-Mil. PE Firms Claim Dispute
---------------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that Five Mile Capital
Real Estate Advisors LLC and Apollo Investment Corp., special
servicer and equity holder in the Innkeepers USA Trust bankruptcy,
reached an agreement with the trustee Friday to allow Five Mile's
$83.9 million claim against Innkeepers parent company Grand Prix
Holdings LLC.

According to Law360, the parties had been fighting in New York
bankruptcy court over the distribution of more than $500 million
in claims related to Innkeepers' Chapter 11 proceeding, with Five
Mile representing the creditors and Apollo the holders of Grand
Prix's equity.

                     About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-13800) on July 19, 2010.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred $1.29 billion of secured debt.

Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup
Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in
Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in
Washington, D.C., serve as counsel to the Debtors.  AlixPartners
is the restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

In October, Innkeepers USA Trust and its affiliates disclosed that
the company had successfully completed its restructuring and
emerged from Chapter 11.

The Company emerged following the closing of the $1.02 billion
sale of 64 Innkeepers' hotels to a joint venture between the
private equity firm Cerberus Capital Management, L.P. and the real
estate investment trust Chatham Lodging that was approved by the
U.S. Bankruptcy Court, Southern District of New York.  Chatham
Lodging had previously purchased five of the Company's hotels that
served as collateral for loan trusts serviced by LNR Partners,
LLC, for approximately $195 million.

A substantial majority of the Company's unsecured creditors are
expected to receive a recovery of more than 90 cents on the
dollar.


ISAACSON STEEL: Wants Access to Cash Collateral Until April 13
--------------------------------------------------------------
Isaacson Steel, Inc., and Isaacson Structural Steel, Inc., ask the
the U.S. Bankruptcy Court for the District of New Hampshire to
authorize the continued use of the cash collateral until April 13,
2012.

The Debtors would use the cash collateral to pay costs and
expenses.  The Budget includes the interest payment due for New
Hampshire Business Finance Authority.

A copy of the proposed budget is available for free at:

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

As reported in the Troubled Company Reporter on Feb. 21, 2012, as
adequate protection from diminution in value of the lenders'
collateral, the Debtor will:

   1. pay interest due New Hampshire Business Finance Authority
      on account of its loan;

   2. pay Passumpsic Savings Bank $15,000 as adequate protection;

   3. grant BFA and Passumpsic replacement liens in all
      postpetition property of the estate.

                  About Isaacson Structural Steel

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
filed for Chapter 11 bankruptcy (Bankr. D. N.H. Case No. 11-12416)
on June 22, 2011.  Bankruptcy Judge J. Michael Deasy presides over
the case.

Isaacson Structural Steel estimated both assets and debts of
$10 million to $50 million.  The petition was signed by Arnold P.
Hanson, Jr., president.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.  Nixon Peabody LLP represents
the Committee.

A bankruptcy petition was also filed for Isaacson Steel, Inc.
(Bankr. D. N.H. Case No. 11-12415) on June 22, 2011, estimating
assets and debts of $1 million to $10 million.  The petition was
signed by Arnold P. Hanson, Jr., president.  William S. Gannon,
Esq., also represents Isaacson Steel.


KEELEY AND GRABANSKI: Lease to Owner's Friend Declared Fraudulent
-----------------------------------------------------------------
Bankruptcy Judge Thad J. Collins ruled on an adversary case
commenced by Kip Kaler, the chapter 7 trustee for Keeley and
Grabanski, Land Partnership, to set aside a lease KGLP entered
into with Louie Slominski immediately before or shortly after an
involuntary Chapter 11 petition was filed against KGLP.  The
Trustee seeks to avoid the lease as a fraudulent transfer or
obligation under 11 U.S.C. Sec. 548(a) if the transfer occurred
pre-petition.  Alternatively, if the lease was signed after the
filing, the Trustee seeks to avoid the lease under Sec. 549 as an
unauthorized post-petition transfer of an interest of the Debtor.

Mr. Slominski asserts that the lease was formed pre-petition and
cannot be set aside under Sec. 549.  He also asserts it was a
valid, non-fraudulent, pre-petition obligation that cannot be
avoided under Sec. 548(a).  Mr. Slominski also argues that the
lease cannot be terminated for failure to make payment because he
provided the bulk of the lease payment to his attorney's trust
account immediately after receiving the Trustee's notice of the
termination.  Mr. Slominski asserts that the deposit in his
attorney's trust account cured any default under the lease and was
entirely appropriate given unresolved issues about set-offs and
credits due Slominski.

Mr. Slominski also asserted a counter-claim to the Trustee's
adversary complaint. In the counter-claim, he asserts a claim for
intentional interference with his contract with KGLP.

In its ruling, the Court held that the Trustee can set aside the
lease as a fraudulent transfer under both Sec. 548(a)(1)(A) and
(B).  The Court said there is no direct evidence of fraudulent
intent, but there are badges of fraud as shown by the "special
relationship" between Mr. Slominski and KGLP, through Thomas
Grabanski.  The Court said it believes Mr. Slominski intended to
help the Grabanskis in any way he could.

"He was a very good friend to the Grabanski family. Unfortunately,
his acts that helped the Grabanskis -- at a minimum -- also
'hindered' or 'delayed' KDLP's creditors," the Court said.

KGLP's involuntary bankruptcy is one of three cases filed in the
Bankruptcy Court for District of North Dakota involving Thomas and
Mari Grabanski.  The other two cases are the voluntary Chapter 11
filing of Thomas and Mari Grabanski individually (aka Grabanski
Grain LLC, aka G & K Farms Farms, aka MTM Farms (No. 10-30902))
and Grabanski Grain LLC (No. 10-30924).  The KGLP involuntary
Chapter 11 was subsequently converted to Chapter 7.  It is most
closely aligned with the case of Thomas and Mari Grabanski
individually.

The involuntary Chapter 11 bankruptcy of KGLP was converted to a
Chapter 7 on Oct. 11, 2011.

The question of confirmation of the Chapter 11 reorganization plan
of Thomas and Mari Grabanski is also pending before the Court.
The decision in the adversary case will affect the plan on file.

The case is KIP M. KALER, TRUSTEE, Plaintiff, v. LOUIE SLOMINSKI,
Defendant, Adv. Proc. No. 11-7021 (Bankr. D. N.Dak.).  A copy of
Judge Collins' March 7, 2012 Order is available at
http://is.gd/YaY2yUfrom Leagle.com.

                  About Keeley and Grabanski

Thomas Grabanski, a North Dakota farmer, is mired in three
separate Chapter 11 bankruptcy cases.

Mr. Grabanski and his wife Mari filed a personal Chapter 11
bankruptcy petition (Bankr. D. N.D. Case No. 10-30902) on July 22,
2010.  DeWayne Johnston, Esq., at Johnston Law Office, represents
the Grabanskis in their Chapter 11 case.  The Grabanskis estimated
assets between $1 million and $10 million, and debts between $10
million and $50 million.

On July 23, 2010, Mr. Grabanski signed a Chapter 11 petition for
Grabanski Grain LLC (Bankr. D. N.D. Case No. 10-30924).  DeWayne
Johnston, Esq., also represents Grabanski Grain.  The Debtor is
estimated to have assets and debts of $1 million to $10 million.

Former owners, John and Dawn Keely, in December 2010 forced the
partnership Keeley and Grabanski Land Partnership in Texas into
Chapter 11.  The former owners filed an involuntary Chapter 11
bankruptcy petition against the partnership (Bankr. D. N.D. Case
No. 10-31482) on Dec. 6, 2010.  Kenneth Corey-Edstrom, Esq., at
Larkin Hoffman Daly & Lindgren Ltd., represents the petitioner.
The U.S. Bankruptcy Appellate Panel for the Eighth Circuit later
affirmed the Bankruptcy Court's order appointing a trustee in
Keeley and Grabanski Land Partnership's involuntary Chapter 11
case.  Kip M. Kaler, Chapter 11 trustee of Keeley and Grabanski
Land Partnership, won authority to employ Kaler Doeling Law Office
as counsel.

Keeley and Grabanski Land Partnership in Texas -- since 2009 doing
business as Grabanski Land Partnership -- was formed in 2007 for
Texas farming operations between farmers Thomas Grabanski and John
Keeley of Grafton, N.D., and their wives.  K&G Land, along with a
separate farming partnership, operated more than 10,000 acres of
corn and sunflowers from 2007 to 2009 in two locations in Texas
near the towns of Blossom and DeKalb.

In separate, related lawsuits, the Grabanskis face several
"adversarial" lawsuits, filed by certain creditors.  The creditors
who filed suits include Crops Production Services Corp., AgCountry
Farm Credit Services, and PHI Financial.


KINDER MORGAN: S&P Keeps 'BB' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' rating to
Kinder Morgan Energy Partners L.P.'s (KMP) issuance of $1 billion
of senior unsecured notes. KMP intends to use proceeds from the
notes to repay $450 million of notes due March 15, 2012, repay
commercial paper, and for general partnership purposes.

"Our rating on Houston-based midstream energy transport and
storage company KMP reflects the company's 'strong' business risk
profile, which its 'significant' financial risk profile partly
offsets," said Standard & Poor's credit analyst William Ferara.
"The rating also reflects the link between KMP and its lower-rated
parent, Kinder Morgan Inc. (KMI; BB/Stable/--). KMP owns and
operates natural gas pipelines, refined products pipelines,
liquids and bulk terminal facilities, carbon dioxide pipelines,
and crude oil production. As of Dec. 31, 2011, KMP had about $14
billion of total reported debt."

"On Oct. 17, 2011, KMI announced an agreement to purchase El Paso
Corp. for $38 billion. The combination will create the fourth-
largest energy company in North America, with the largest natural
gas pipeline network by a significant margin. The parties expect
to close the transaction in second-quarter 2012. We affirmed the
ratings on KMI, El Paso, and KMP on Oct. 17, 2011, as a result of
the announcement," S&P said.

"Our stable outlook on the ratings reflects our expectations for a
slightly improving near-term financial profile, a well-managed
capital spending program, and stand-alone debt to EBITDA in the
low-4x area. We could lower the ratings if debt to EBITDA were to
increase to over 4.5x. We are unlikely to raise ratings unless the
partnership shows less willingness to use debt to fund growth-
related capital expenditures. We also consider KMI's systemwide
leverage in our ratings on KMP. If we downgraded KMI, our ratings
on KMP would likely be affected due the linkages between the two
entities. We would not anticipate the ratings differential between
KMP and KMI to exceed three notches. On the other hand, we would
not likely raise our ratings on KMP if we raised our ratings on
KMI," S&P said.


LICHTIN/WADE: Hires HP&G as Accountant
--------------------------------------
Lichtin/Wade LLC asks the U.S. Bankruptcy Court permission to
employ A. Kent Pittman, CPA of Hughes, Pittman & Gupton, LLP as
accountant.

HP&G was owed $14,915 for pre-petition services rendered to the
Debtor.  The firm agreed to waive this pre-petition balance in
order to represent the Debtor's estate.

HP&G is charging the Debtor a flat fee of $5,000 for the
preparation for the 2011 federal and NC partnership income tax
returns.

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

                       About Lichtin/Wade

Lichtin/Wade LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C.
Case No. 12-00845) on Feb. 2, 2012.  Lichtin/Wade, based in Wake
County, North Carolina, owns and operates an office park known as
the Offices at Wade, comprised of two Class A office buildings and
vacant land approved for additional office buildings.  The
buildings are known as Wade I and Wade.  Each building is over 90%
leased, with only three vacant spaces remaining between the two
buildings.

Judge Randy D. Doub presides over the case.  Trawick H. Stubbs,
Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A.,
serve as the Debtor's counsel.

The Debtor estimated $10 million to $50 million in assets and
debts.

The petition was signed by Harold S. Lichtin, president of Lichtin
Corporation, the Debtor's manager.


LPL HOLDINGS: Moody's Affirms 'Ba2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Corporate Family Rating
of LPL Holdings, Inc. ("LPL") and expects to assign a Ba2 rating
to the company's proposed $1.6 billion refinancing of its existing
senior secured bank credit facilities. The rating outlook for LPL
remains stable.

Ratings Rationale

LPL is the largest independent retail brokerage firm in the United
States with 12,800 financial advisors while managing $330 billion
in clients' assets as of December 31, 2011. The scale of LPL's
franchise and favorable long-term industry trends have allowed LPL
to produce sufficient and predictable operating earnings relative
to its debt service requirements. Moody's said that LPL has
achieved consistent growth in revenues and operating earnings that
have resulted in continuing and significant cash flow deleveraging
since its buyout in 2005.

At the same time, substantial, though improving, financial
leverage and a tangible equity deficit remain as primary credit
challenges facing LPL. Other challenges include modest operating
profitability relative to non-independent broker dealer peers, as
well as a high dependency on annuity and mutual fund commissions -
- asset classes that may be threatened by less expensive
investment alternatives (e.g. ETF index funds). Lastly, Moody's
noted that LPL, like all brokers with a fiduciary responsibility,
is vulnerable to regulatory or litigation risk. Although the
company's compliance record and function have been strong, any
problems that expose LPL to material financial or reputational
damage would be negative for the company.

Moody's expects LPL's credit metrics to continue their gradual
improvement. LPL should continue to benefit from the continual
addition of brokers and their increased productivity as they
transition their business from legacy firms, a steady stream of
asset-based revenue from approximately $310 billion of non-cash
client assets, and in the medium to longer-term, rising interest
rates would increase LPL's interest income and fee revenue being
generated from more than $20 billion in customer cash assets. In
addition, under the terms of the proposed new bank credit
facilities, LPL would benefit from reduced borrowing costs and
also would enjoy greater financial flexibility by extending the
company's term debt maturities until 2017 and 2019.

LPL is also seeking under the terms of the proposed refinancing
facilities to declare a one-time special dividend to all common
shareholders of up to $230 million from cash on hand. Moody's
notes that a special dividend payment to shareholders would
further increase LPL's tangible common equity deficit and would
reduce the company's financial flexibility to grow and invest in
the franchise, which is a negative for creditors. Moody's stated
that the one-time special dividend payment, as proposed, would not
change LPL's rating in light of the fact that the company has $528
million of available unsegregated cash on its balance sheet, as of
December 31, 2011, and due to the fact that the company has been
able to generate consistent and significant operating cash even
under recent moderate customer trading volumes and the ongoing low
interest rate environment.

The principal methodology used in this rating was Global
Securities Industry Methodology published in December 2006.
For fiscal-year end December 31, 2011, LPL reported $3.4 billion
net revenue and $170 million in net earnings.


MIRION TECHNOLOGIES: S&P Gives 'B' Prelim. Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' preliminary
corporate credit rating to San Ramon, Calif.-based Mirion
Technologies, Inc. "At the same time, we assigned our 'B'
preliminary issue-level rating to the company's proposed senior
secured credit facilities, including a $25 million revolver and a
$200 million first-lien term loan. The preliminary recovery rating
on this debt is '3', indicating our expectation of a meaningful
(50% to 70%) recovery in a default scenario. The outlook is
stable," S&P said.

"The preliminary ratings on Mirion reflect the company's 'highly
leveraged' financial risk profile and 'weak' business risk
profile, as we define these terms. The financial profile is marked
by 'aggressive' financial policies and limited free cash flow
generation," S&P said.

"Although Mirion's business risk profile is considered weak, it
has a good position in a niche industry and good recurring
revenue," said Standard & Poor's credit analyst John Sico. He
added, "We expect the company's revenue to increase modestly in
2012 due to predictable replacement cycles of the installed base
coupled with new plant build growth in Asia and Europe."

The company's credit metrics should improve in the next few
quarters, primarily reflecting its debt repayment.

"The outlook is stable. We expect the company to operate within
credit measures commensurate for the rating such as adjusted
leverage of 5x to 6x. However, we could lower the ratings if
weaker-than-expected demand in the nuclear end market results in
revenues that decline by 5% to 10% or if EBITDA margins decline to
the mid-teens area. We could also lower ratings if debt-financed
activities hurt liquidity or result in a meaningful deterioration
of credit measures--for example, if debt to EBITDA remains
meaningfully higher than 6x for an extended period of time. On the
other hand, if the long-term competitiveness of Mirion's business
improves over time--and this is supported by the company's credit
measures, liquidity, and less aggressive financial policies--we
could raise the ratings," S&P said.


MOHEGAN TRIBAL: S&P Raises Issuer Credit Rating to 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Uncasville, Conn.-based Mohegan Tribal Gaming Authority
(MTGA) to 'B-' from 'SD'. The rating outlook is stable.

At the same time, S&P took these issue-level rating actions:

- Assigned its 'B-' issue-level rating to MTGA's new $475
   million credit facility, comprising a $75 million revolving
   credit facility and a $400 million term loan due March 31,
   2015;

- Assigned its 'CCC+' issue-level rating to MTGA's new $225
   million first-lien, second-out term loan, which matures March
   31, 2016;

- Assigned its 'CCC' issue-level rating to the new notes offered
   as part of the exchange offers, including $199.8 million 11.5%
   second-lien senior secured notes due 2017, $417.8 million 10.5%
   third-lien senior secured notes due 2016, and $344.2 million
   11% senior subordinated toggle notes due 2018;

- Raised its issue-level ratings on MTGA's old notes, including
   the senior notes due 2013, and subordinated notes due 2012,
   2014, and 2015, to 'CCC' from 'D';

- Raised its issue-level rating on MTGA's old second-lien
   senior secured notes to 'CCC' from 'CCC-' and removed the
   rating from CreditWatch, where it had been placed with
   developing implications on Jan. 25, 2012;

- Raised its issue-level rating on the Mohegan Tribe of Indians'
   priority distribution bonds to 'B' from 'CCC+' and removed the
   rating from CreditWatch; and

- Withdrew its issue-level rating on its previous $675 million
   revolving credit facility.

"Standard & Poor's does not assign recovery ratings to Native
American debt issues, as there are sufficient uncertainties
surrounding the exercise of creditor rights against a sovereign
nation. These include: whether the U.S. Bankruptcy Code would
apply, whether a U.S. court would ultimately be the appropriate
venue to settle such a matter, and to what extent a creditor would
be able to enforce any judgment against the sovereign nation. The
notching of our issue-level ratings from our issuer credit rating
on a given Native American issuer reflects the relative position
of each security in the capital structure, incorporating the
amount of higher ranking debt ahead of each issue. We also believe
first-lien lenders receive meaningful collateral value from
Mohegan Sun at Pocono Downs, a commercial casino not located on
Tribal land. Our notching related to the Tribe's priority
distribution bonds (one notch higher than MTGA's issuer credit
rating) reflects the priority distribution that the Tribe receives
from MTGA and our belief that it is more than sufficient to cover
debt service on these bonds and would likely continue to be paid
even in the event of a default at MTGA," S&P said.

"The upgrade to 'B-' reflects our reassessment of the Authority's
capital structure following the completion of its comprehensive
debt refinancing plan," said Standard & Poor's credit analyst
Melissa Long. "While the completed transactions were not a de-
leveraging event, the post-exchange capital structure
substantially reduced MTGA's debt maturities over the next few
years," S&P said.

"However," added Ms. Long, "MTGA is still highly leveraged and the
transaction weakens interest coverage somewhat given the higher
cost of debt in the post-exchange capital structure. Additionally,
over the intermediate term, MTGA is likely to face meaningful
changes in its competitive landscape that will pressure cash flow
at its property in Connecticut, which represents the vast majority
of MTGA's cash flow. Despite the likelihood of additional
competitive pressures over the next few years, we believe MTGA
will generate good discretionary cash flow after capital spending
needs and distributions to the Tribe, and we expect it will use
this cash flow to repay debt to improve its credit profile ahead
of new competition," S&P said.

"The stable rating outlook reflects our expectation that credit
measures will remain at a level in line with a 'B-' rating over
the next two years. While we expect leverage will remain high, we
believe MTGA will focus its cash flow generation on paying down
debt, and will improve leverage a full turn by the end of fiscal
2013. We expect MTGA to begin building in cushion into its
financial profile to allow flexibility to withstand cash flow
declines likely to result from changes in the competitive
landscape over the longer term," S&P said.


NEBRASKA BOOK: Plans to Shut Down Ann Arbor & Ypsilanti Outlets
---------------------------------------------------------------
Annarbor.com reports that Nebraska Book Co. said it plans to close
Ann Arbor's Michigan Book & Supply and Ypsilanti's Campus Book &
Supply and Mike's Bookstore.

According to the report, the company had announced in January that
it was considering closing four of its Ann Arbor area stores.

NBC has filed a revised bankruptcy reorganization plan declaring
that it would close about 40 stores by March 31, reflecting about
one-third of its remaining off-campus locations.  The company is
preserving its on-campus stores, which are performing better.

                        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.

Nebraska Book has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure $250
million in exit financing.


NEWASURION CORP: S&P Affirms 'B+' Counterparty Credit Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' counterparty
credit ratings on Lonestar Intermediate Super Holdings LLC (a
wholly owned subsidiary of NEWAsurion Corp.) and its operating
subsidiary, Asurion LLC. "The recovery rating on the company's
first-lien term loan and revolving credit facility is '2',
indicating our expectation for substantial (70%-90%) recovery for
lenders in the event of a payment default. The recovery rating on
the company's second-lien term loan is '6', indicating our
expectation of negligible (0% to 10%) recovery for lenders in the
event of a payment default. The recovery rating on the company's
senior unsecured term loans facilities is '6', indicating our
expectation of negligible (0% to 10%) recovery for lenders in
the event of a payment default," S&P said.

"The affirmation reflects our view that the overall leverage
position of the group will not change upon completion of the
transaction," said Standard & Poor's credit analyst Polina
Chernyak. "The ratings on the company reflect NEWAsurion's
significant leverage--resulting in a leveraged balance sheet,
which, in addition to the company's financial management strategy,
are weaknesses to the rating. NEWAsurion's dependence on new
subscribers and contract renewals could challenge the
sustainability of its leading competitive position," S&P said.

"Offsetting these weaknesses are NEWAsurion's operating
performance, which we view as a key strength to the rating, as
well as its cash generating capabilities (as measured by revenue
and EBITDA) despite difficult market conditions, which support the
company's deleveraging capabilities. In addition, NEWAsurion has a
well-integrated and effective business model and an experienced
and knowledgeable management team with a long and effective track
record in the handset protection industry," S&P said.

NEWAsurion is one of the largest global technology protection
companies focusing on the telecommunication industries.

"The stable outlook reflects our view that NEWAsurion will
continue to generate solid cash flow and will be able to service
its debt adequately. We believe that the company's cash-flow
generating ability and EBITDA growth result largely from its
successful international expansion, strong attachment rates, solid
competitive position in the handset protection and extended
service warranty market, and the value it offers to its clients
and customers. We believe that these factors will enable the
company to sustain favorable operating performance despite the
weak economy," S&P said.

"Additionally, it is our viewpoint that despite difficult economic
conditions and the global pullback in consumer spending, extended
service warranty and handset protection coverage will remain a
growing business for NEWAsurion. We believe that NEWAsurion's
solid client relationships will enable the company to generate
cash flow that supports the current rating for the next 24 months.
We believe the company will continue to expand its products and
services successfully on a global basis and to gain additional
market share through market penetration," S&P said.

"We expect projected cash flows to support the rating and allow
the company to maintain adequate debt leverage for the current
rating. The outlook also incorporates our belief that NEWAsurion's
credit metrics could be pressured by the company's financial
management strategy, which we consider to be a weakness to the
rating. Therefore, it is unlikely that we would raise the
rating in the next 12-24 months because of financial profile
constraints. We could take a negative rating action if the company
cannot maintain its current operating performance, debt leverage,
and EBITDA coverage that are appropriate for the rating level. In
the longer term, if NEWAsurion can sustain its competitive
position, favorable client relationships, and good operating
performance results, we could consider raising the rating," S&P
said.


NICHOLAS HOMES: Bankr. Court Rules on Couch's $41K Judgment Lien
----------------------------------------------------------------
Bankruptcy Judge Jack Caddell denied Nicholas Homes, LLC's motion
for summary judgment on its complaint to avoid a $41,125 judgment
lien obtained by Keith Couch pursuant to 11 U.S.C. Sec. 547 as a
preferential transfer.  The Court finds that judgment is due to be
entered in favor of Mr. Couch based on the Debtor's failure to
prove that the transfer enabled Mr. Couch to receive more than he
would have otherwise received in a hypothetical Chapter 7
liquidation.  A copy of the Court's March 7, 2012 Memorandum
Opinion is available at http://is.gd/FiNmqefrom Leagle.com.

The case is NICHOLAS HOMES, LLC, v. KEITH COUCH, Adv. Proc. No.
11-80063 (Bankr. N.D. Ala.).

Nicholas Homes, LLC, in Brownsboro, Alabama, filed for Chapter 11
bankruptcy (Bankr. N.D. Ala. Case No. 11-81869) on May 24, 2011.
Judge Jack Caddell presides over the case.  Kevin D. Heard, Esq.,
at Heard Ary, LLC, serves as the Debtor's counsel.  The Debtor
scheduled $1,335,586 in assets and $1,580,315 in liabilities.  The
petition was signed by Nicholas B. Johnson, managing member.


PACIFIC CAPITAL: Moody's Reviews 'B2' Issuer Rating for Upgrade
---------------------------------------------------------------
Moody's Investors Service affirmed its ratings and stable outlook
on UnionBanCal Corporation and its subsidiaries following its
announcement that it has agreed to acquire Pacific Capital
Bancorp. UnionBanCal is rated Baa1 for subordinated debt. Its
operating bank subsidiary, Union Bank, N.A., is rated C+ for
stand-alone bank financial strength, which maps to A2 on the long-
term scale, A2 for long-term deposits and Prime-1 for short-term
obligations.

In a related action, Moody's placed its ratings on Pacific Capital
Bancorp and its operating subsidiary, Santa Barbara Bank & Trust,
N.A., under review for possible upgrade. Pacific Capital Bancorp
has an issuer rating of B2. Santa Barbara Bank & Trust is rated D-
for stand-alone bank financial strength, which maps to Ba3 on the
long-term scale, Ba3 for long-term deposits, Not Prime for short-
term deposits, and B1 for issuer and other senior obligation
ratings.

Ratings Rationale

The transaction is scheduled to close in the second half of 2012.
At that time, Moody's expects to move Santa Barbara Bank & Trust's
ratings to match those of Union Bank, N.A. Following the close,
Santa Barbara Bank & Trust will be merged into Union Bank and its
ratings will be withdrawn.

In affirming UnionBanCal's ratings, Moody's noted that
UnionBanCal's high capital ratios and overall solid credit profile
are maintained despite this cash-financed acquisition. On a pro
forma basis, UnionBanCal's Tier 1 Common ratio is expected to fall
from 13.8% to 12.4%, which is still a high ratio. Pacific Capital
relative to UnionBanCal is only 6.5% of assets. Meanwhile, Pacific
Capital's assets were marked down at the time of its
recapitalization in 2010 and have performed better than expected
since then, which results in UnionBanCal recognizing a small
credit reversal. The acquisition fills in UnionBanCal's existing
California franchise and provides incremental core deposit
funding. Moody's added that UnionBanCal has a proven track record
in successfully merging bank operations.

The ratings of UnionBanCal could be adversely influenced by future
acquisitions and/or growth initiatives if they increase
UnionBanCal's risk profile. This could include acquisitions that
are not within or contiguous to the existing franchise or sizeable
acquisitions. A material increase in leverage compared to
similarly-rated peers, resulting from an acquisition, would also
be viewed negatively.

The methodologies used in this rating were "Bank Financial
Strength Ratings: Global Methodology" published in February 2007,
"Incorporation of Joint-Default Analysis into Moody's Bank
Ratings: A Refined Methodology" published in March 2007, and
"Moody's Guidelines for Rating Bank Hybrid Securities and
Subordinated Debt" published in November 2009.

UnionBanCal Corporation is headquartered in San Francisco, CA and
reported assets of $89.7 billion as of December 31, 2011. Pacific
Capital Bancorp is headquartered in Santa Barbara, CA and reported
assets of $5.9 billion.


PACIFIC CAPITAL: DBRS Places 'B' Issuer Debt Rating on Review
-------------------------------------------------------------
DBRS, Inc. has placed all ratings of Pacific Capital Bancorp (PCBC
or the Company) and its bank subsidiary, Santa Barbara Bank &
Trust, N.A. (the Bank), including the Company's Issuer & Senior
Debt rating at B (high), Under Review with Positive Implications.
The ratings action follows the Company's announcement that it has
agreed to be acquired by UnionBanCal Corporation (UnionBanCal or
UB) in an all cash transaction valued at approximately $1.5
billion.  The acquisition, subject to various regulatory
approvals, is expected to close in 4Q12.

The Under Review with Positive Implications status reflects DBRS's
view that PCBC should benefit from the broader product
capabilities, abundant resources and strong financial fundamentals
of UnionBanCal.  UB's Issuer & Senior Debt rating is 'A' and its
Short-Term Instruments rating is R-1 (low), both with Stable
trends.  DBRS expects to conclude the review upon closing, at
which time the ratings would likely be equalized with those of
UnionBanCal.

Pacific Capital Bancorp, a bank holding company headquartered in
Santa Barbara, CA, reported $5.9 billion in assets at December 31,
2011.


PALM BEACH FINANCE: Trustee Allowed to Intervene in Petters Case
----------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that U.S. District
Judge Ann D. Montgomery on Monday allowed Barry E. Mukamal, the
liquidating trustee of Palm Beach Finance Partners Liquidating
Trust and Palm Beach Finance II Liquidating Trust, to intervene in
the suit against Ponzi schemer Thomas Petters but refused to lift
a stay on litigation against a co-conspirator until a criminal
case and liquidation are completed.

                       About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped aynes and Boone, LLP as special counsel, and Martin
J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.

                      About Palm Beach Funds

Palm Beach Gardens, Florida-based Palm Beach Finance Partners,
L.P., was a hedge fund.  The Company solicited capital
contributions from third-party limited partners, and proceeded to
invest substantial amounts of the capital with the Petters
Company, Inc.

The Company filed for Chapter 11 on Nov. 30, 2009 (Bankr. S.D.
Fla. Case No. 09-36379.)  The Debtor's affiliate, Palm Beach
Finance II, L.P., also filed for bankruptcy (Bankr. S.D. Fla. Case
No. 09-36396).  Paul A. Avron, Esq., and Paul Steven Singerman,
Esq., assisted the Debtors in their restructuring efforts.  Palm
Beach Finance II estimated $500 million to $1 billion in assets
and liabilities in its petition.

In October 2010, Judge Paul G. Hyman confirmed the Plan of
Liquidation for Palm Beach Finance Partners, L.P., and Palm Beach
Finance II, L.P., proposed by Barry Mukamal, as Chapter 11 trustee
and Geoffrey Varga, as joint official liquidator of the Debtors.
The Chapter 11 trustee is represented by Michael S. Budwick, Esq.
at Meland Russin & Budwick, P.A.


PEGASUS RURAL: Xanadoo Units Have Final $3-Mil. Loan Approval
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that subsidiaries of Xanadoo Co. were given final approval
at the end of last week to borrow $3 million from the parent to
support the Chapter 11 effort.

According to the report, the companies filed an operating report
last week showing a $1.57 million net loss on revenue of $309,300.
The net loss was the product in part of $534,000 in depreciation,
$700,000 in interest owing to the parent, and $144,000 in
reorganization costs.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May 2011 of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

The Court denied a motion by the secured noteholders to dismiss
the Chapter 11 case and appoint a Chapter 11 trustee.

The companies filed a proposed reorganization plan in February
predicting sale of licenses in the 700 megahertz spectrum would
pay all secured and unsecured creditors in full, with interest.
In a separate filing, the companies said the assets will be turned
over to secured lenders if there is neither a lender nor a buyer
to finance a plan.  The plan will be funded either by a new loan
or by selling the business and the assets.


PFF BANCORP: Disclosure Statement for Liquidating Plan Approved
---------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has approved the disclosure statement in
support of PFF Bancorp, Inc. and its subsidiaries' Joint Plan of
Liquidation dated Feb. 8, 2012, disregarding objections.

The confirmation hearing on the plan of liquidation is set on
April 25, 2012, at 11:00 a.m.  Objections to the disclosure
statement are due on April 16.

The classification and treatment of claims of PFF Bancorp under
the plan are:

     A. Administrative Claims - Paid in full in Cash on the
        Initial Distribution Date or as soon thereafter as is
        practical.  Estimated recovery is 100%.

     B. Priority Tax Claims - Paid in full in Cash on the Initial
        Distribution Date or as soon thereafter as is practical.
        Estimated recovery is 100%.

     C. Class 1A (Secured Claims) will be paid in full to the
        extent of any security interest.  Estimated recovery is
        100%.

     D. Class 2A (PBGC Claims) - Pursuant to the PBGC Allowed
        Claim Distribution Agreement, distributions of the full
        remaining unsatisfied amount, if any, of the PBGC General
        Unsecured Claim Distribution Amount, after the payments
        made on account of the PBGC General Unsecured Claim
        Distribution by the other Debtor estates.  Estimated
        recovery is 45%.

     E. Class 3A (General Unsecured Claims) - Paid distributions
        from all remaining Creditors Trust Assets held or
        collected by Bancorp, plus all remaining Creditors Trust
        Assets from GIA, DBS, PFF Real Estate, and GIS.  Estimated
        recovery is 11%.

     F. Class 4A (TruPS Claims) - Paid distributions from all
        remaining Creditors Trust Assets pari passu with Class 3.A
        General Unsecured Claims, provided, however, that all
        amounts payable to holders of Allowed TruPS Claims will be
        paid first to M&I Marshall & Isley Bank until the time
        that M&I Marshall & Isley Bank will have received 100% of
        its Allowed General Unsecured Claims (exclusive of
        postpetition interest) against Bancorp in Class 3A and
        then to the applicable Allowed TruPS Claim holder in
        accordance with its remaining pro rata share.  Estimated
        recovery is less than 1%.

     G. Class 6A (Equity Interests) - All equity interests in
        Bancorp shall be cancelled.  Estimated recovery is 0%.

The classification and treatment of claims against Glencrest
Investment Advisors Inc. (GIA) under the plan are:

     A. Class 2B (PBGC Claims) - Pursuant to the PBGC Allowed
        Claim Distribution Agreement, distributions of up to the
        full remaining unsatisfied amount, if any, of the PBGC
        General Unsecured Claim Distribution Amount after payment
        in full of all GIA General Unsecured Claims.  Estimated
        recovery is 45%.

     B. Class 3B (General Unsecured Claims) - Paid in full from
        Creditors Trust Assets plus interest from the Petition
        Date through the Effective Date at the Federal Judgment
        Rate in effect as of as of the Petition Date.  Estimated
        recovery is 100%.

     C. Class 6B (Equity Interests in GIA) - Distributions from
        Creditors Trust Assets only after payment, in full, of the
        PBGC Allowed Claim Distribution Amount, and only after
        payment, or reservation, in full, of all GIA General
        Unsecured Claims.  Estimated recovery is less than 1%.

The classification and treatment of claims against Diversified
Builder Services (DBS) under the plan are:

     A. Class 2C (PBGC Claims) - Pursuant to the PBGC Allowed
        Claim Distribution Agreement, distributions of up to the
        full remaining unsatisfied amount, if any, of the PBGC
        General Unsecured Claim Distribution Amount after payment
        in full of all DBS General Unsecured Claims.  Estimated
        recovery is 45%.

     B. Class 3C (General Unsecured Claims) - Paid in full from
        Creditors Trust Assets plus interest from the Petition
        Date through the Effective Date at the Federal Judgment
        Rate in effect as of as of the Petition Date.  Estimated
        recovery is 100%.

     C. Class 5C (Intercompany Claims) - All Intercompany Claims
        will be cancelled.  Estimated recovery is 0%.

     D. Class 6C (Equity Interests) - Distributions from Creditors
        Trust Assets only after payment of the PBGC Allowed Claim
        Distribution Amount, and only after payment, or
        reservation in full, of all DBS General Unsecured Claims.
        Estimated recovery is less than 1%.

The classification and treatment of claims against PFF Real Estate
under the plan are:

     A. Class 2D (PBGC Claims) - Pursuant to the PBGC Allowed
        Claim Distribution Agreement, distributions of up to the
        full remaining unsatisfied amount, if any, of the PBGC
        General Unsecured Claim Distribution Amount after payment
        in full of all PFF Real Estate General Unsecured Claims.
        Estimated recovery is 45%.

     B. Class 3D (General Unsecured Claims) - Paid in full from
        Creditors Trust Assets plus interest from the Petition
        Date through the Effective Date at the Federal Judgment
        Rate in effect as of as of the Petition Date.  Estimated
        recovery is 100%.

     C. Class 6D (Equity Interests) - Distributions from Creditors
        Trust Assets only after payment, in full, of the PBGC
        Allowed Claim Distribution Amount, and only after payment,
        or reservation, in full, of all PFF Real Estate General
        Unsecured Claims.  Estimated recovery is less than 1%.

The classification and treatment of claims against Glencrest
Insurance Services Inc. (GIS) under the plan are:

     A. Class 2E (PBGC Claims) - Pursuant to the PBGC Allowed
        Claim Distribution Agreement, distributions of up to the
        full remaining unsatisfied amount, if any, of the PBGC
        General Unsecured Claim Distribution Amount after payment
        in full of all GIS General Unsecured Claims.  Estimated
        recovery is 45%.

     B. Class 3E (General Unsecured Claims) - Paid in full from
        Creditors Trust Assets plus interest from the Petition
        Date through the Effective Date at the Federal Judgment
        Rate in effect as of as of the Petition Date.  Estimated
        recovery is 100%.

     C. Class 6E (Equity Interests) - Distributions from Creditors
        Trust Assets only after payment, in full, of the PBGC
        Allowed Claim Distribution Amount, and only after payment,
        or reservation, in full, of all GIS General Unsecured
        Claims.  Estimated recovery is less than 1%.

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

Holdco Advisors L.P., as agent for Financials Restructuring
Partners, Ltd. (FRP) and Financials Restructuring Partners III,
Ltd. (FRP III), creditors of PFF Bancorp, objected to the
Disclosure Statement on the ground that it does not provide
creditors with adequate information to make an informed decision
with respect to the Proposed Plan.  FRP holds $7 million of
unsecured debt and FRP III holds $15 million of unsecured debt,
which are classified as Class 4 claims under the plan.

Holdco submits that the Disclosure Statement is deficient in
providing the following categories of information that courts have
identified, inter alia, that should be included in a typical
disclosure statement:

    (i) a complete description of the available assets and their
        value;

   (ii) information regarding claims against the estate;

  (iii) an estimate of all administrative expenses, including
        attorneys' fees and accountants' fees; and

   (iv) any financial information, valuations or pro forma
        projections that would be relevant to creditors'
        determinations of whether to accept or reject the plan.

                         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
(Bankr. D. Del. Case No. 08-13127 to 08-13131) on Dec. 5,
2008.  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.


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

Moody's current ratings on PHH Corporation are:

   -- Long Term Corporate Family Ratings of Ba2

   -- Senior Unsecured (domestic currency) Ba2

   -- Senior Unsecured MTN Program (domestic currency) ratings of
(P)Ba2

Commercial Paper ratings of NP

RATINGS RATIONALE

PHH Corporation (PHH)'s corporate family and senior unsecured debt
ratings are Ba2 and its commercial paper rating is NP. The rating
outlook for the senior unsecured debt and corporate family ratings
is negative.

On January 10, 2012, the outlook was changed to negative from
stable reflecting the company's recent difficulties in accessing
the corporate debt market on reasonable terms which is compounded
by the company's relatively short corporate debt and revolver
maturity profile. On January 17, 2012, the company issued $250
million of unsecured convertible bonds which mature on June 15,
2017. While the $250 million convertible bond offering was a step
in the right direction, a more positive outcome would have been
accessing the non-convertible bond market. To further address
their short-to-medium-term liquidity needs, the company may still
need to take additional actions that have negative consequences
for the company's earnings and franchise value.

PHH's current liquidity position is characterized by: 1) short
maturity profile of corporate debt and revolver, 2) high level of
encumbered assets, and 3) high level and short maturity profile of
secured debt. As of December 21, 2011, the company had $510
million available under its committed unsecured revolving facility
which matures February 29, 2012. At its sole option, which the
company is expected to exercise, the maturity can be extended
until February 2013 provided the company has $500 million of
liquidity comprised of availability under the revolver and cash as
of February 29, 2012. As of December 21, 2011, liquidity stood at
approximately $835 million. In addition to the $250 million of
recently issued unsecured convertible debt, the company had $1,379
million of unsecured corporate debt. $250 million of which matures
in April 2012, $421 million in March 2013, $250 million in
September 2014, and the remaining $450 million in March 2016.

The $250 million April 2012 debt is expected to be repaid from the
approximately $325 million cash on hand as of December 22, 2011.
With the completion of the $250 million of unsecured convertible
bonds the remaining cashflow needs to repay the $421 million of
March 2013 notes could be met by a variety of actions including
but not limited to: a) operating cashflow, b) assuming the
revolver is extended, drawing down on the revolver, c) monetizing
some of or all of their Atrium reinsurance affiliate, d)
syndicating certain unencumbered fleet leases, e) reducing their
correspondent mortgage originations, f) monetizing subordinated
notes in fleet vehicle securitizations, g) selling MSRs, and/or h)
additional unsecured debt offerings.

Rating Outlook

The rating outlook on the corporate family and senior unsecured
debt ratings reflects the company's recent difficulties in
accessing the corporate debt market which is compounded by the
company's relatively short corporate debt and revolver maturity
profile.

The outlook could return to stable once the company further
develops and is able to execute on a more robust short-to-medium
term liquidity plan. This quite likely includes reentering on
reasonable terms the medium term (5 years or longer) non-
convertible corporate debt markets as well as extending the
revolver beyond 2013. A further positive would be if the company
were able to obtain a revolver of similar or larger size with a
maturity of three or more years.

What Could Change the Rating - Up

Given the negative outlook, an upgrade is unlikely at this time.

What Could Change the Rating - Down

A downgrade to the rating could result if the company is unable to
execute on its liquidity plan as well as generate sufficient
liquidity to repay the $421 million 2013 unsecured debt well in
advance of its March 2013 maturity. In addition, a downgrade to
the rating could result if the company is unable to consistently
achieve profitability.

The principal methodology used in this rating was Analyzing The
Credit Risks of Finance Companies published in February 2012.


PHILADELPHIA ORCHESTRA: Exclusive Filing Period Extended to May 11
------------------------------------------------------------------
The Hon. Eric L. Frank has extended the exclusive periods of The
Philadelphia Orchestra Association and the Academy of Music of
Philadelphia, Inc., to file a chapter 11 plan of reorganization
for approximately 90 days, through and including May 11, 2012, and
the time to solicit acceptances of the plan through and including
July 10, 2012.

In the Debtors' request for an extension, Anne M. Aaronson, Esq.,
at Dilworth Paxson LLP, noted that the Debtors are operating a
world renowned orchestra and performance venue, and there are
myriad large and complex issues that must be addressed by the
Debtors in the Chapter 11 Cases.  The Debtors have focused
substantial time and effort on stabilizing operations,
fundraising, negotiating with significant creditors, and ensuring
a smooth transition into chapter 11.  The Debtors have also spent
considerable time on employee-related issues, including employee
benefits and pension issues and the Debtors' union contracts,
which involved intense and lengthy negotiations.

Ms. Aaronson also noted that the Debtors have made a great deal of
progress in the Chapter 11 cases, including negotiating a
settlement agreement with Peter Nero and the Philly Pops and a new
collective bargaining agreement with the American Federation of
Musicians, Local 77.  Additionally, since the Petition Date, the
Debtors have managed their organizations in very difficult
economic times while also attending to the heightened requirements
of the bankruptcy process.  The Debtors are not seeking this
extension to delay administration of their Chapter 11 Cases or to
exert pressure on their creditors.

                    About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.

The orchestra postpetition signed a new contract with musicians
and authority to terminate the existing musicians' pension plan.


PJ FINANCE: Wants One-Month Plan Exclusivity Extension
------------------------------------------------------
PJ Finance Company, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to further extend the exclusive
solicitation of acceptances of the plan through April 30, 2012.

The TCR reported on Feb. 6, 2012 that the Court approved the First
Amended Disclosure Statement explaining the Debtors' First Amended
Plan.  The Debtors conducted an extensive marketing process that
led to an auction.  The Debtors estimate that, when compared to
the original Joint Plan of Reorganization filed in September 2011,
the net present value of recoveries to the senior lender under the
First Amended Joint Plan filed in January 2012 is approximately
$120 million higher, and includes several additional and material
enhancements to the Debtors and their estates and, further, it is
anticipated that confirmation of the First Amended Joint Plan will
be fully consensual amongst all of the Debtors' creditor
constituents and the Debtors' current equity holders.  The Debtors
have commenced solicitation of the First Amended Joint Plan, and
accordingly request the Court for an extension of the exclusive
solicitation period in order to finalize plan documentation prior
to the April 2, 2012 hearing date on confirmation of the First
Amended Joint Plan.

                         About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M.
Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve
as bankruptcy counsel.  Ernst & Young LLP serves as the Debtors'
independent auditors.  Kurtzman Carson Consultants, LLC, is the
Debtors' claims and notice agent.  An official committee of
unsecured creditors has been named in the case.  Christopher A.
Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and
Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y.
represent the committee as lead counsel.  Kimberly A. Brown, Esq.,
Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis
Rath & Cobb, in Wilmington, Del., serve as the Committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).


PL PROPYLENE: Moody's Assigns 'B1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
(CFR) to PL Propylene LLC (PLP, more commonly known as the
PetroLogistics). Moody's also rated the company's new $120 million
guaranteed senior secured revolving credit facility and $350
million guaranteed senior secured term loan B at B1. Proceeds from
the transaction are expected to be used to repay roughly $74
million of remaining construction loan debt, net of cash and
return approximately $250 million of construction capital to the
sponsors. These are first time ratings for the company and are
dependent upon completion of the transaction with terms that are
substantially similar to those provided to Moody's. The outlook is
stable.

"Propylene prices are expected to remain elevated relative to
ethylene for the foreseeable future as the move to lighter
feedstocks in North America has fundamentally changed the supply
demand dynamics for propylene", stated John Rogers, Senior Vice
President at Moody's. "However, the single product and plant site
will limit the rating, despite the prospect for strong financial
metrics."

Ratings assigned:

PL Propylene LLC

  Corporate Family Rating -- B1

  Probability of Default Rating -- B1

  $120 million 4.5 year Sr. Sec. Revolving Credit Facility
  due 2016 -- B1 (LGD4, 53%)

  $350 million 5 year Sr. Sec. Term Loan B due 2017-- B1
(LGD4, 53%)

  Outlook -- Stable

Ratings Rationale

PLP's B1 CFR reflects its strong financial metrics and the
expectation that the market for its main product, propylene, will
remain strong over the next three to five years. The company's
credit metrics are offset by its single site location on the
Houston ship channel, its limited operating history, exposure to
volatile feedstock and selling prices, customer and supplier
concentration, and its planned conversion to a limited partnership
(LP) that will likely result in nearly all free cash flow being
returned to unit holders on a quarterly basis. The combination of
a single site location and the financial constraints imposed by
the LP structure will likely limit the rating at its current
level, despite the likely generation of investment grade financial
metrics over the next several years. Multi-year contracts with
large customers, as well as its geographic location and ample
pipeline connectivity are also viewed as credit positives.

PLP owns the largest propane dehydrogenation facility (converts
propane into propylene) in the world, which has achieved an annual
rated production capacity of 1.45 billion pounds. Construction was
completed in October 2010 and it achieved nameplate capacity
production of 1.2 billion pounds in April 2011. After an extended
start-up period, it has achieved or exceeded nameplate capacity
since end of November 2011. During a November 2011 shutdown to
upgrade its main compressor, the company made other changes to its
operations that have enabled it to operate at 110%-120% of
nameplate capacity for extended periods. However, as a single site
operation on the Gulf Coast, the company is subject to unique
operational and infrastructure risks that will likely limit its
ability to remain at this level for a full year.

PetroLogistics financial performance and credit metrics should
remain robust even if the facility does not operate near capacity
due to the elevated spread between propane and propylene prices.
While the company operated at only 58% of capacity in 2011, credit
metrics were still strong with EBITDA margins above 23%,
Debt/EBITDA at 2.4x (pro forma for the new Term Loan), and Funds
From Operations/Debt of over 35% (after Moody's standard
adjustments). As production ramps up closer to nameplate capacity,
PLP could potentially generate EBITDA margins north of 30% and
reduce leverage below 1.5x. The company's Retained Cash Flow/Debt
and Free Cash Flow/Debt will be commensurate with the rating due
to the large dividend payout under the LP structure.

PLP has five main customers - Dow Chemical, Total Petrochemicals,
INEOS, BASF, and LyondellBasell - that have obligations to
purchase at least 74% of the plant's nameplate capacity and rights
to purchase up to 100%. However, there is standard force majeure
language in these contracts, which allows the buyer to avoid
purchasing propylene if their production facility is not
operating. In the current environment where propylene is in tight
supply in North America, the five primary customers will likely
elect to take their contract maximums to ensure availability of
this feedstock except during period like the fourth quarter of
2011, when prices decline rapidly and there is significant de-
stocking in downstream industries. To the extent that these
customers do not take their maximum volumes or PLP has additional
volumes to sell, it is connected to a dedicated propylene pipeline
that will allow it to monetize its production quickly on the spot
market.

The stable outlook reflects the expectation of strong financial
metrics but limited product and geographical diversity. However,
if the facility incurs persistent operational issues that limit
production to less than 80% of nameplate capacity for an extended
period or if leverage rises above 4x, Moody's could lower the
company's CFR. As stated previously, the rating has limited upside
due to the single product and single production site, as well as
the limitations of the LP structure.

PetroLogistics' liquidity is likely to be good, due to its undrawn
$120 million revolver. If oil prices increase significantly, the
revolver could be utilized to a much greater degree. The company
is expected to maintain a very small cash balance as the LP
structure will encourage the distribution of all available cash
and prevent any reduction in debt beyond scheduled amortizations.
The revolving credit facility will have a maximum total leverage
ratio of 4.0x once borrowing under the revolver exceed $100
million. The company is expected to remain well in compliance with
this covenant over the next 12-18 months, barring an extended
unplanned outage.

The principal methodology used in rating PL Propylene LLC was the
Global Chemical Industry Methodology, published December 2009.
Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

PetroLogistics owns and operates North America's only, and the
world's largest, propane dehydrogenation plant with annual
capacity of 1.45 billion pounds of propylene. The facility, in the
planning stages since 2003, first came online in 2010 and achieved
full production in April 2011. The company is 80% owned by Lindsay
Goldberg and 20% owned by York Capital Management.


PMI GROUP: Committee Has Nod to Retain Roshka as Special Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of The PMI Group,
Inc., obtained permission from the Hon. Brendan Linehan Shannon of
the U.S. Bankruptcy Court for the District of Delaware as its
special counsel, nunc pro tunc to Jan. 24, 2012.  Roshka Dewulf
will assist the Committee in addressing certain actions taken by
the Arizona Department of Insurance.

As reported by the Troubled Company Reporter on Feb. 28, 2012, the
lead attorneys who will represent the Committee and their current
hourly rates are:

          Paul J. Roshka Jr.     $500
          Matthew J. Derstine    $400
          Jennifer A. Baker      $300

                         About PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.


PMI GROUP: Committee Has OK to Tap Peter Solomon as Fin'l Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of The PMI Group,
Inc., obtained permission from the Hon. Brendan Linehan Shannon of
the U.S. Bankruptcy Court for the District of Delaware to retain
Peter J. Solomon Company as its financial advisor, nunc pro tunc
to Jan. 24, 2012.

As reported by the Troubled Company Reporter on Feb. 28, 2012,
PJSC will, among other things, advise and assist the Committee
(a) in assessing the operating and financial performance of, and
strategies for, the Debtor, (b) in evaluating the Debtor and its
assets and liabilities, including valuations proposed by any
interested party, and (c) regarding restructuring of the Debtor's
existing indebtedness.  PJSC will seek payment (i) for
compensation on a fixed monthly basis of $75,000 per month, plus
(ii) reimbursement of actual and necessary expenses incurred by
it.  PJSC will also be entitled to receive a transaction fee equal
to 1.0% of Recovery Amount.  Once the Monthly Fees paid to PJSC
exceed $225,000, PJSC will begin crediting 50% of its monthly fees
going forward against the Transaction Fee.

                         About PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.


R&G MORTGAGE: Quantum G&A Joint Venture to Serve as Consultant
--------------------------------------------------------------
R&G Mortgage Corp., seeks to hire and compensate Quantum G&A Joint
Venture to provide services to the Debtor in the ordinary course
of the Debtor's business.

Prior to the Petition Date, the Debtor contracted with the Federal
Deposit Insurance Company, in its capacity as receiver for R-G
Premier Bank of Puerto Rico pursuant to a Subsidiary Agency
Agreement, to provide the Debtor with management, accounting,
marketing and administrative support services.

The Debtor also retained Quantum as a consultant to provide
administrative, accounting and other support services required on
a day-to-day basis to manage the Debtor's affairs.  FDIC-R
negotiated the terms of the contract with Quantum.

As part of its bankruptcy, the Debtor wants to continue the
retention of Quantum without the necessity of a formal retention
application approved by the Court, and compensate Quantum on a
monthly basis for postpetition services pursuant to historical
payment terms without the necessity of a formal fee application
approved by the Court.

The Debtor said Quantum may hold an unsecured claim against the
bankruptcy estate with respect to prepetition services rendered,
however, to the best of the Debtor's knowledge, the Debtor does
not believe that Quantum 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 listed
$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: Files Schedules of Assets and Liabilities
-------------------------------------------------------
R&G Mortgage Corporation filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     Name of Schedule                   Assets      Liabilities
     ----------------                   ------      -----------
   A - Real Property                  $833,244

   B - Personal Property            $9,678,850

   C - Property Claimed
         as Exempt

   D - Creditors Holding
         Secured Claims                              $2,161,815

   E - Creditors Holding
         Unsecured
         Priority Claims                             $1,231,479

   F - Creditors Holding
         Unsecured
         Nonpriority Claims                            $194,489
                                   -----------      -----------
         Total                     $10,512,094       $3,587,783

                       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 listed
$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: Sec. 341 Creditors' Meeting Set for April 18
----------------------------------------------------------
The United States Trustee in Orlando, Florida, will hold a Meeting
of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11
case of R&G Mortgage Corporation on April 18, 2012, at 1:00 p.m.,
at Suite 1-200, 300 North Hogan St., in Jacksonville.

Proofs of claim are due in the case by July 17, 2012.

                       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 listed
$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: Deadline for Residual Causes of Action Extended
-----------------------------------------------------------
R.E. Loans, LLC, et al., ask the U.S. Bankruptcy Court for the
Northern District of Texas approve a Second Supplemental
Stipulation extending to the deadline for R.E. Loans, LLC, et al.,
and the Official Committee of Note Holders in the Debtors' case to
assert the Residual Alleged Causes of Action from Feb. 29, 2012,
to March 30.

The stipulation was entered among the Debtors, the Committee, and
Wells Fargo.

Absent the second stipulation, the final financing order provides
for a Feb. 29 deadline for the Debtors and Committee to file any
objection, complaint or other challenge.

The Debtors and Committee have requested additional time to
complete their ongoing investigation of certain alleged claims and
causes of action against Wells Fargo constituting the Residual
Alleged Causes of Action, and Wells Fargo has agreed to extend the
Feb. 29, deadline to March 30, solely as to Residual Alleged
Causes of Action, and solely on the limited terms.

The stipulation also provides that:

   -- except as to the Residual Alleged Causes of Action, the
Debtors and the Committee agree that all other objections,
challenges, avoidance actions, and claims of any kind or nature
against Wells Fargo, its prepetition claims, and prepetition
liens, are barred and waived; and

   -- the Debtors and the Committee are barred from asserting any
other causes of action against Wells Fargo.

                        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.


REAL MEX: Court Approves CRG Partners and Gene R. Baldwin as CRO
----------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized Real Mex Restaurants Inc., to
employ CRG Partners Group, LLC; and appoint Gene R. Baldwin as
chief restructuring officer.

As reported in the Troubled Company Reporter on March 6, 2012,
pursuant to the engagement agreement, among other things:

   1. CRG will, among other things assist the Debtors (i) in
implementing the sale to RM Opco LLC; and (ii) with respect to
certain operational and business plan issues for the going forward
business being sold to purchaser;

   2. All of CRG's fees and expenses will be paid directly by the
purchaser;

   3. CRO will be covered as an officer under the Debtor's
existing director and officer liability insurance; and

   4. The purchaser, not the Debtor, will provide CRG with an
indemnity.

                         About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


RENEGADE HOLDINGS: Owner to Plead Guilty on Criminal Charges
------------------------------------------------------------
Richard Craver at Winston-Salem Journal, citing court documents,
reports that Calvin Phelps, owner of three tobacco manufacturers
-- Renegade Holdings Inc., Renegade Tobacco Co. and Alternative
Brands Inc. -- is expected to plead guilty in May to three
unidentified criminal charges.

The report notes a hearing has been set for 1:30 p.m. May 17 in
the U.S. District Court for the Northern District of Mississippi.

In May 2010, U.S. attorney William Martin said Mr. Phelps and the
companies were being investigated "for unlawful trafficking in
cigarettes and other related crimes."

According to Winston-Salem Journal, Mr. Craver says Mr. Phelps has
agreed to a waiving of indictment and plans to make a plea on
three counts before District Judge Sharion Aycock.  A pre-sentence
interview will take place immediately after the plea proceedings.
Because Mr. Phelps has not been indicted, the charges against him
are not public record, Ginger Sisk, courtroom deputy for the
Mississippi court, said.  Christie Moore, an attorney from
Louisville, Ky., represents Mr. Phelps.

The report relates that the three companies filed a reorganization
plan in October 2009 that was opposed by the National Association
of Attorneys General, representing 16 states, but approved by
other creditors.  Judge William Stocks of the U.S. Bankruptcy
Court for the Middle District of North Carolina approved the
reorganization plan in April 2010, and the companies left
bankruptcy June 1, 2010.

The report relates that, about six weeks later, Judge Stocks
vacated the reorganization plan upon hearing a presentation by the
attorneys general about the criminal investigation of Mr. Phelps.

The report adds Gene Tarr, who served as bankruptcy examiner for
the manufacturers until his death in July 2011, filed a lawsuit in
September 2010 against Mr. Phelps, his wife and 13 limited-
liability companies that Mr. Phelps owns or controls.  The lawsuit
accuses Mr. Phelps of making a fraudulent transfer of $8.1 million
in assets from three companies to the LLCs, which he used to help
buy the plantation, two corporate jets, cigar-manufacturing
equipment and a 2008 Maserati.

Mr. Phelps is accused of issuing 16 unsecured promissory notes to
the companies "at a time when debtors were in dire need of
capital," the report notes.

The report relates Peter Tourtellot, bankruptcy trustee for
Renegade, said the expected plea agreement by Mr. Phelps should
not affect his attempt to bring the manufacturers out of
bankruptcy.

The report notes that a hearing was set for March 13, 2012, to
hear an objection filed by the attorneys general to the exit plan,
which would remove Mr. Phelps as the manufacturers' owner and from
any investor and operational role.  The exit plan also could be
heard during the hearing.  The plan calls for the companies'
financial obligations to be paid within four years of their exit
from bankruptcy.

According to the report, the attorneys general claim Renegade
Holdings owes them a delinquent escrow amount of $16.7 million.
Mr. Tourtellot said the plan pegs that claim to $7.93 million.
The states are listed as the first priority of the creditors' fund
once federal and state excise taxes of about $870,000 are paid.

The report notes, in the objection, North Carolina is listed as
claiming $344,034 in escrow payments due.  Mr. Tourtellot is
objecting to $150,035 of that amount.

                     About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.


RENEGADE HOLDINGS: Iron Horse to Auction Assets in April
--------------------------------------------------------
Richard Craver at Winston-Salem Journal reports that Peter
Tourtellot, bankruptcy trustee for Renegade Holdings Inc.,
Renegade Tobacco Co. and Alternative Brands, Inc., said more than
1,000 lots of rare antiques, art and statuary of Chinqua Penn
Plantation are up for auction and are valued at $1.5 million.  Mr.
Tourtellot said the value of the plantation has been listed at
$1.56 million and the lien against it at $3.7 million.  He said
SunTrust Mortgage has commenced foreclosure proceedings on its
interest on the plantation.

The report notes Iron Horse Auction Co. Inc. will conduct an
absolute auction on April 25-26 in the west wing of the Greensboro
Coliseum.  The items will be on display at the 27-room home near
Reidsville on April 22-24.  Other property listed for auction
are vehicles and boats, a musical-instrument collection, a gun
collection, household goods, tools, garden statuary and a Chinese
pagoda.  The sale of 60 musical instruments, primarily Les Paul
Gibson guitars, will take place in the auction gallery of Leland
Little at 620 Cornerstone Court, Hillsborough. The value of the
instruments is estimated at more than $150,000.

According to the report, Mr. Tourtellot said he will garnish
$174,949 in a BB&T account that represents a tax-escrow account.

The report says Mr. Tourtellot listed the value of three pieces of
property controlled by Calvin Phelps, owner of the companies, and
the lien against each property: a plant at 195 Ken Dwiggins Drive
in Mocksville ($275,000 value, $1.75 million lien); home at 721
Trails End Road, Wilmington ($800,000 value, $4.5 million lien);
home at 6291 Styers Ferry Road, Lewisville ($100,000 value, $1.65
million lien).

                     About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.


RES-CARE INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Louisville, Ky.-based Res-Care Inc. The outlook
is stable.

"At the same time, we assigned a 'BB' issue-level rating to the
company's $175 million term loan A and $175 million revolving
credit facility. We assigned a '1' recovery rating to the new
credit facility, indicating expectations for very high (90%-100%)
recovery of principal in the event of default," S&P said.

The 'B-' issue-level rating on the senior unsecured notes and its
'6' recovery rating, indicating expectations for negligible (0%-
10%) recovery, remain unchanged.

"The ratings on Res-Care reflect its 'weak' business risk profile
due to the company's high exposure to state budget cuts, slim
profit margins, and ongoing competitive pressures tied to its
operation in a highly fragmented market. Res-Care's 'aggressive'
financial risk profile is highly influenced by its sponsor
ownership," S&P said.

"We expect mid-single-digit revenue growth in 2012, supported by
tuck-in acquisitions in its home care and residential services
divisions," said Standard & Poor's credit analyst Tahira Wright,
"with about 1% of growth derived from organic initiatives." "Res-
Care generated about -3% organic growth in 2011 that was more than
offset by acquisitive growth, but in the absence of meaningful
rate cuts and lost contracts, we expect organic growth to recover
modestly in 2012. We expect the company to generate EBITDA margins
of about 8%, equal to 2008 levels."

"Our stable outlook reflects our expectations that continued
modest EBITDA growth, supported primarily through acquisitions
will support adjusted leverage around 4x through 2012. An upgrade
could occur if the company successfully reduces leverage below
3.5x on a sustained basis and we have confidence that there are no
significant near-term challenges to any of its government-
supported programs," S&P said.

"A downgrade could occur if we feel the company's priorities shift
to a more aggressive growth strategy where debt capacity might be
used to finance a dividend or large acquisition. We could also
lower the rating if unanticipated budget cuts contribute to a
decline in EBITDA margins of 200 basis points, in which would lead
to adjusted leverage over 5x," S&P said.


RICHMOND COUNTY: Fitch Raises Rating on Preferred Stock to 'BB-'
----------------------------------------------------------------
Fitch Ratings has upgraded New York Community Bancorp's (NYB)
long-term Issuer Default Rating (IDR) to 'BBB+' from 'BBB'.  The
Rating Outlook has been revised to Stable from Positive.

The upgrade reflects NYB's leading franchise in multi-family
lending in NYC as well as its solid asset quality metrics.  The
company has demonstrated consistently robust earnings performance,
which is underpinned by its attractive efficiency ratio and
organic loan growth opportunities.  Conversely, the ratings are
constrained by the nature of the company's loan portfolio, which
exhibits single-name and geographic concentrations.  Furthermore,
NYB's balance sheet is more reliant on wholesale funding than many
other commercial banks.

Solid asset quality remains one of the key strengths of NYB's
franchise.  The company's business model is built around low
credit losses, owing to its focus on rent-controlled and rent-
stabilized properties.  This is further bolstered by the
management team's familiarity and experience with NYB's core
market, which is seen as one of the key positive drivers for asset
quality.  Although not expected, any significant changes in the
mix of business, either by product type or geography, would be
considered by Fitch to determine any potential ratings impact.

Non-performing assets (NPAs) have declined by 43% over the last
five quarters, an improvement Fitch attributes to a more stable
economy and NYB's efforts to quickly resolve problem loans.
Credit losses have remained considerably lower than most peers,
mainly due to the company's conservative underwriting standards
and focus on rent-controlled and rent-stabilized properties.  As
of Dec. 31, 2011, NPAs (including accruing troubled debt
restructurings) and net charge-offs (NCOs) stood at 1.85% and
0.35%, respectively.  These positive trends are tempered to some
extent by the nature of company's loan portfolio, which exhibits
large single-name and geographic concentrations.

Operating performance was slightly weaker in 2011 but continues to
outpace most of NYB's peers.  Profitability is underpinned by one
of the lowest efficiency ratios in the industry as well as low
credit costs.  The efficiency ratio, 39% for FY11, is driven
primarily by the company's broker-driven lending model and its
strategy of acquiring deposits.  Net income in 2011 was impacted
by lower mortgage banking fees, which were down 56% from the prior
year.  Net interest income was supported by robust prepayment
penalty fees, which contributed 25 bps to NYB's NIM in 2011.
Pressure on the margin will persist in 2012 as interest rates
remain low and prepayments tend to be fairly lumpy.

NYB's balance sheet is more reliant on wholesale funding than most
of the company's peers, with over 30% in FHLB advances and repos.
Recent acquisitions have increased deposit funding and further
reductions in wholesale funding would be viewed favorably.
Liquidity at both the holding company and the bank subsidiaries is
considered sufficient.  As of Dec. 31, 2011, NYB had access to
$3.7 billion of additional FHLB advances and had $2 billion in
cash and equivalents.  The holding company had $241 million in
cash, which provides adequate coverage for interest and operating
expenses.  Additionally, the banking subsidiaries had $297 million
of dividend capacity.

Capital measures have remained fairly consistent over the past
year and fall in line with similarly-rated peers.  In the past,
NYB has typically raised equity capital in connection with any
sizeable acquisitions, which has been viewed positively by Fitch.
Fitch Core Capital stood at 8.05% as of Dec. 31, 2011, virtually
unchanged from the prior year period.  Fitch would expect this
metric to remain around current levels for the foreseeable future.
As of Dec. 31, 2011, the company had $428 million of trust
preferred securities in its capital structure, which will be
phased out of Tier I capital starting in 2013 under Dodd-Frank,
resulting in a modest impact on some capital measures.

Fitch believes the company's acquisition strategy will continue to
focus on adding quality deposits to fund growth of its multifamily
and CRE loans.  However, the additional costs of reaching $50
billion in assets may limit the potential list of targets to
larger institutions.  Fitch would review the specific merits of
any larger transactions and determine the impact on NYB's Outlook
and/or ratings.  Key considerations would be strategic direction,
capital levels, purchase price premium and loan portfolio quality
and mix.

NYB's current ratings capture the company's position as a
franchise player in the NYC multifamily market as well as its
solid track record.  Therefore, Fitch believes the ratings are
well situated at the current level.  Factors that could have
negative implications for the ratings and/or Outlook include a
further deterioration in NPAs and/or credit losses and changes to
NYC rent stabilization laws that could negatively impact vacancy
rates and introduce more volatility into cash flows and property
valuations.  Escalated pressure on earnings, resulting from the
interest rate environment on market dynamics, could also cause
Fitch to revisit the ratings.

NYB, with $42 billion of assets at Dec. 31, 2011, is headquartered
in Westbury, NY and primarily provides multi-family loans for
rent-controlled and rent-stabilized properties.

Fitch has upgraded the following ratings with a Stable Outlook:

New York Community Bancorp

  -- Long-term IDR to 'BBB+' from 'BBB';
  -- Viability rating to 'bbb+' from 'bbb'.

New York Community Bank

  -- Long-term IDR to 'BBB+' from 'BBB';
  -- Long-term deposits to 'A-' from 'BBB+';
  -- Viability rating to 'bbb+' from 'bbb'.

New York Commercial Bank

  -- Long-term IDR to 'BBB+' from 'BBB';
  -- Long-term deposits to 'A-' from 'BBB+';
  -- Viability rating to 'bbb+' from 'bbb'.

Richmond County Capital Corporation

  -- Preferred stock to 'BB-' from 'B+'.

Fitch has affirmed the following ratings with a Stable Outlook:

New York Community Bancorp

  -- Short-term IDR at 'F2';
  -- Support at '5';
  -- Support floor at 'NF';
  -- Long-term FDIC guaranteed debt at 'AAA';

New York Community Bank

  -- Short-term IDR at 'F2';
  -- Support at '5';
  -- Support floor at 'NF';
  -- Short-term deposits at 'F2'.

New York Commercial Bank

  -- Short-term IDR at 'F2';
  -- Support at '5';
  -- Support floor at 'NF';
  -- Short-Term deposits at 'F2'.

Fitch has withdrawn the following ratings:

New York Community Bancorp

  -- Short-term FDIC guaranteed debt 'F1+'.

New York Community Bank

  -- Short-term FDIC guaranteed debt 'F1+'.


ROTHSTEIN ROSENFELDT: Trustee Seeks $10 Million From Insurer
------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that the Chapter 11
trustee for convicted Ponzi schemer Scott Rothstein's Florida law
firm on Friday asked the liability insurer for the accounting firm
that allegedly enabled Rothstein's $1.2 billion scheme to pay the
$10 million it had agreed to in their settlement.

In a motion filed in Florida bankruptcy court, trustee Herbert
Stettin said the agreement between Lexington Insurance Co.,
defunct law firm Rothstein Rosenfeldt Adler PA and its accounting
firm Berenfeld Spritzer Shechter & Sheer LLP has now become final,
according to Law360.

                      About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  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.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


SERENA SOFTWARE: S&P Keeps 'B+' Rating on New $117-Mil. Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services' 'B+' rating on Redwood City,
Calif.-based Serena Software Inc.'s proposed $117 million term
loan B due 2016 remains unchanged. The recovery rating remains
'2', indicating substantial (70%-90%) recovery in the event of a
payment default by the borrower.

"Our 'B' corporate credit rating and stable outlook on Serena
remain unchanged, along with our other issue and recovery ratings
on the company's debt," S&P said.

"The ratings on Serena reflect its narrow business profile, a
highly competitive business environment with significantly larger
competitors, and a 'highly leveraged' financial risk profile.
Serena has a solid No. 2 position in the software configuration
management (SCM) market, but this is a limited - and highly
competitive - market. The company's large maintenance revenue
base, which provides a measure of revenue visibility and
'adequate' liquidity provide support for the rating," S&P said.

"Serena provides integrated software and related services that
help companies' IT departments manage the custom software
application development cycle and associated business processes
across both their mainframe and distributed systems. The company
targets large, Fortune 100 global firms in North America and
Europe. Many of its customers are in the financial or health care
fields and subject to substantial mandatory auditing requirements,
providing demand for the type of services that Serena offers.
Still, the competitive environment is intense and includes major
rivals such as Rational Software (IBM), Computer Associates, and
Compuware, and customers that could potentially handle 'change
management' tasks internally," S&P said.

"Debt to EBITDA improved to about 5.3x as of fiscal year ended
January 2012, down from 6.7x on Oct. 31, 2008, as the company has
used cash flow to repay debt throughout the capital structure.
Standard & Poor' expects debt to adjusted EBITDA to drop slightly
over the next year, reflecting scheduled debt paydowns. However,
Serena benefits from relatively low capital expenditure
requirements, enabling the company to generate modest
discretionary cash flow, which it has historically used for
voluntary debt repayment and small acquisitions, and which could
reduce debt and leverage further," S&P said.

Ratings List

Serena Software Inc.
Corporate Credit Rating        B/Stable/--
$117 mil term loan B due 2016  B+
   Recovery Rating              2


SILGAN HOLDINGS: S&P Affirms 'BB+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings,
including the 'BB+' corporate credit rating, on Stamford, Conn.-
based Silgan Holdings Inc. The recovery ratings on Silgan's senior
unsecured debt remain unchanged at '6' and the recovery rating on
Silgan's senior secured debt remains unchanged at '2'.

"At the same time, we assigned our 'BB-' (two notches below the
corporate credit rating) senior unsecured debt rating to Silgan's
proposed $300 million senior unsecured notes due 2020. We also
assigned this debt a '6' recovery rating, indicating our
expectation for a negligible (0% to 10%) recovery in the event of
a payment default," S&P said.

"The ratings on Silgan reflect its satisfactory business position
as a major North American producer of rigid consumer goods
packaging, with steady earnings and free cash flow generation,"
said Standard & Poor's credit analyst Liley Mehta.

"Somewhat aggressive financial policies and other risks associated
with the company's growth strategy via acquisitions offset these
strengths. We characterize Silgan's business risk profile as
'satisfactory' and its financial risk profile as 'significant',"
S&P said.

"Silgan has annual revenues of $3.5 billion. Its business mix is
about 63% metal food cans, 20% metal and plastic closures, and 17%
plastic containers. Silgan is the largest producer of metal food
cans in North America, with an estimated 50% share of market
volume, and has relatively stable end markets. The company
produces about 90% of its metal container output under long-term
supply contracts, which should continue to provide significant
protection against volatile raw material prices. Nevertheless, the
mature metal can industry is competitive and subject to seasonal
variations in food production and consumer buying habits, as well
as substitution risk," S&P said.

Customer concentration is also a risk: Silgan's sales to its top
three customers--Campbell Soup Co., Nestle Food Co. (a subsidiary
of Nestle S.A.), and Del Monte Corp.--account for about 27% of its
2011 revenues. Silgan has grown primarily by acquiring food
processors' in-house can manufacturing operations and retaining
these companies as customers. The resulting proximity of some of
Silgan's operations to those of its customers provides a barrier
to potential new competitors. Higher earnings in the metal food
can segment in 2011 compared with 2010 reflected the benefit of
recently acquired business, offset by lower volumes in the U.S.
owing to one of the worst vegetable and fruit packing seasons in
recent history.

Acquisitions remain an important component of the company's growth
strategy, and management has a history of purchasing complementary
businesses at reasonable valuations and successfully integrating
operations. The company completed about $291 million in
acquisitions in 2011, including the metal container operations of
Vogel & Noot Holding AG, an Austrian manufacturer of metal food
and general line containers.

"The outlook is stable. Silgan's relatively steady profitability,
consistent free cash generation, and credit measures commensurate
with the rating support credit quality. While Silgan has
demonstrated a willingness to use leverage for strategic
opportunities, we expect it to take a disciplined approach
toward potential large acquisitions in order to maintain credit
measures at appropriate levels," S&P said.

"We could lower the rating if sizable acquisitions or other
strategic actions result in a significant deterioration in credit
measures from current levels; specifically, if FFO to total debt
declines to less than 15% with no clear prospects for recovery,"
Ms. Mehta continued. "We could raise the rating if stable earnings
coupled with strong cash flow generation support improved credit
measures, with FFO to adjusted total debt remaining at about 30%
over the business cycle. In such a scenario, a gradual improvement
in economic conditions would result in revenue growth of 5% and an
improvement of 50 basis points in operating margins from current
levels. However, if we were to consider raising the ratings, we
would have to conclude that Silgan would place a higher priority
on preserving strong credit protection measures than on near-term
growth objectives or shareholder rewards."


SOUTHERN MONTANA: Trustee Gets OK to Hire Eide as Accountant
------------------------------------------------------------
Lee A. Freeman, the duly appointed and acting Chapter 11 trustee
in Southern Montana Electric Generation And Transmission
Cooperative, Inc.'s bankruptcy case, sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
Montana to employ Eide Bailly LLP as his audit and tax
accountants.

The Trustee selected Eide Bailly because he requires audit and tax
accounting services, including those related to (i) auditing the
Debtor's books and records; (ii) preparation of federal and state
income tax returns, and (iii) otherwise addressing accounting
matters, like those related to federal and state tax reporting.

The hourly rates for Eide Bailly accountants and assistants who
may be expected to work on this case are:

           Derrick Larson            $300
           James Schmidt             $350
           Tim Cook                  $175
           Brian Chouinard           $185
           Janine Brester            $160
           Torrey Fleming            $150

Derrick Larson, a partner with Eide Bailly, assured the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                  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.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
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,
Southern Montana also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

Also in December, Lee A. Freeman was appointed as 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.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.


SPROUTS FARMERS: Moody's Reviews 'B2' CFR for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service placed Sprouts Farmers Market Holdings,
LLC's ratings on review for possible downgrade including its
Corporate Family Rating, its Probability of Default Rating and the
rating on its senior secured credit facilities. The review for
possible downgrade follows Sprouts' announcement on March 9, 2012
that is has signed a definitive agreement to merge with Sunflower
Farmers Market ("Sunflower"), a natural food store chain with 35
stores. The transaction is subject to regulatory approval and is
expected to close in the second quarter of 2012.

The following ratings were placed on review for possible
downgrade:

   -- Corporate Family Rating at B2

   -- Probability of Default rating at B2

   -- $310 million Senior Secured Term Loan maturing 2018 at B2
     (LGD4, 50%)

   -- $50 million Senior Secured Revolving Credit Facility
      maturing 2016 at B2 (LGD4, 50%)

Ratings Rationale

The review for possible downgrade will focus on the combined
company's future capital structure, projected credit metrics,
liquidity, and performance expectations over the next 12-18
months. The review will also focus on the execution and
integration risk associated with the acquisition and the company's
financial policies.

The principal methodology used in rating Sprouts was the Global
Retail Industry Methodology published in June 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.

Sprouts is a specialty food retailer headquartered in Phoenix,
Arizona and operates 104 stores under the Sprouts banner in
Arizona, California, Texas and Colorado. Sprouts is privately held
by an affiliate of Apollo Management.


STOCKTON, CA: Sued by Indenture Trustee After Missed Payment
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Stockton, California, was sued by the indenture
trustee after failing to make a payment of about $780,000 due
Feb. 25 on $32.8 million in parking garage revenue bonds. The city
council voted in February to default on about $2 million in bond
payments as a prelude under state law for conducting workout
negotiations with bondholders.


T-L BRYWOOD: Files for Chapter 11 in Chicago
--------------------------------------------
T-L Brywood LLC filed a bare-bones Chapter 11 petition (Bankr.
N.D. Ill. Case No. 12-09582) in Chicago on March 12, 2012.

The Debtor estimated assets and debts of $10 million to
$50 million and said that funds will be available for distribution
to unsecured creditors.

Tri-Land Kansas City Investors LLC, owns 100% of the Debtor.  The
Debtor is a unit of Westchester, Illinois-based Tri-Land
Properties Inc.

According to the Web site http://www.brywoodcentre.com/T-L
Brywood owns the Brywood Centre, a shopping center in Kansas City,
Missouri.  T-L Brywood and Kansas entered into an agreement for
the redevelopment of the 183,464-square-foot property, which
redevelopment was scheduled to be completed by the Spring of 2011.


T-L BRYWOOD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: T-L Brywood LLC, a Delaware Limited Liability Company
        c/o Tri-Land Properties, Inc.
        One Westbrook Corporate Center, Suite 520
        Westchester, IL 60154

Bankruptcy Case No.: 12-09582

Chapter 11 Petition Date: March 12, 2012

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

Judge: Donald R. Cassling

About T-L Brywood: According to the Web site
                   http://www.brywoodcentre.com/T-L Brywood owns
                   the Brywood Centre, a shopping center in Kansas
                   City, Missouri.  T-L Brywood and Kansas entered
                   into an agreement for the redevelopment of the
                   183,464-square-foot property, which
                   redevelopment was scheduled to be completed by
                   the Spring of 2011.

Debtor's Counsel: David K. Welch, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S. Lasalle Street, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: dwelch@craneheyman.com

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

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

The petition was signed by Richard Dube, president of Tri-Land
Properties, Inc., manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
PKFC, Inc. dba Planet Fitness      --                     $200,000
4251 NE Port Drive
Lee?s Summit, MO

G4 Security Services               --                      $23,856
P.O. Box 277469
Atlanta, GA

Piping Concepts                    --                      $18,031
520 W. 103rd Street, Suite 311
Kansas City, MO

Sunrise Electric                   --                      $15,326

Seal O?Matic                       --                      $11,873

Black Top Paving                   --                      $11,095

KCMO Water Services                --                      $10,569

JPI Glass                          --                       $9,604

Law/Kingdon Inc.                   --                       $8,840

Kissick Construction Company       --                       $6,872

Voltage Enterprises Inc.           --                       $5,000

Terracon Consultants, Inc.         --                       $4,851

All Care Sweeping LLC              --                       $4,768

Shafer, Klein, & Warren            --                       $4,768

Terracon                           --                       $4,540

Snowmen, Inc.                      --                       $3,000

Stucco Repair Specialists LLC      --                       $2,233

Stinson, Morrison, Hecker, LLP     --                       $2,133

Custom Engineering, Inc.           --                       $2,075

Taliaferro & Browne, Inc.          --                       $2,000


TBS INTERNATIONAL: Can Hire AlixPartners LLP as Financial Advisors
------------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized TBS International plc, et
al., to employ AlixPartners, LLP as financial advisors.

As reported in the Troubled Company Reporter on March 7, 2012,
AlixPartners is expected to, among other things:

   -- evaluate the feasibility of extending age of owned fleet
      beyond 30 years;

   -- review operations cost components and evaluating impact on
      financial projections; and

   -- assist the Debtors in developing and executing a
      communications strategy covering all key constituents,
      including customers, suppliers, employees, creditors and the
      media.

The Debtors and AlixPartners intend that all of the services
provided will be appropriately directed by the Debtors so as to
avoid duplicative efforts among the other professionals, including
the Debtors' investment banker, Lazard Freres & Co., retained in
the Chapter 11 cases.

The hourly rates of AlixPartners' personnel are:

         Managing Directors        $815 - $970
         Directors                 $620 - $760
         Vice Presidents           $455 - $555
         Associates                $305 - $405
         Analysts                  $270 - $300
         Paraprofessionals         $205 - $225

Notwithstanding the provisions of the Engagement Letter,
AlixPartners will not seek an administrative fee equal to 2% of
the fees to cover other indirect administrative costs as postage,
courier, routine copying, telephone, messenger and facsimile
charges.

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

                     About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers.  Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.  Cardillo & Corbett serves as special
maritime and corporate counsel, Garden City Group serves as
administrative agent and Gibson, Dunn & Crutcher as counsel.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.

No official committee has yet been appointed by the Office of the
United States Trustee.


TBS INTERNATIONAL: Cardillo & Corbett OK'd as Corporate Counsel
---------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized TBS International plc, et
al., to employ Cardillo & Corbett as special maritime and
corporate counsel.

As reported in the Troubled Company Reporter on March 7, 2012,
Cardillo & Corbett will, among other things:

   -- provide advice to the Debtors with respect to their rights
      and duties under the general maritime law and under maritime
      contracts, including marine insurance contracts, entered
      into in connection with the operation of the fleet of ocean
      going vessels owned by the Debtors;

   -- negotiate with creditors of the Debtors claiming maritime
      liens against the fleet of vessels owned by them and
      participating in negotiations with respect to financing a
      plan of reorganization; and

   -- prepare on the Debtors' behalf necessary motions, answers,
      replies, discovery requests forms of orders, reports and
      other pleadings and legal documents.

The Debtors and Cardillo & Corbett intend that all of the services
provided will be appropriately directed by the Debtors so as to
avoid duplicative efforts among the other professionals retained
in the Chapter 11 cases.

Cardillo & Corbett received an initial advance retainer on Feb. 3,
2012, in the amount of $75,000 from the Debtors.  Prepetition, the
Debtors paid Cardillo & Corbett a total of $61,109 incurred in
providing services to the Debtors in connection with prepetition
restructuring activities.

The hourly rates of Cardillo & Corbett's personnel are:

         Partners               $350
         Paralegals             $150

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

                     About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers.  Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.  Cardillo & Corbett serves as special
maritime and corporate counsel, Garden City Group serves as
administrative agent and Gibson, Dunn & Crutcher as counsel.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.

No official committee has yet been appointed by the Office of the
United States Trustee.


TBS INTERNATIONAL: Court OKs Access to AIG Cash Collateral
----------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York, in a final order, authorized TBS
International plc, et al.'s continued use of the AIG Collateral.

The Debtors would use the cash collateral as working capital to
support general vessel maintenance and capital expenditures
required to support operation of the AIG Vessels.

As of Petition Date, outstanding obligations under the AIG
Facility (including interest, fees, expenses and other
disbursements payable thereunder) equaled $4,945,099.

As adequate protection from diminution in value of the lender's
collateral, the Debtor will grant AIG replacement liens and
replacement security interests on the AIG Collateral, and any and
all proceeds thereof, including postpetition AIG cash collateral,
and superpriority administrative claims status.

                      About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers.  Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.  Cardillo & Corbett serves as special
maritime and corporate counsel, Garden City Group serves as
administrative agent and Gibson, Dunn & Crutcher as counsel.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.

No official committee has yet been appointed by the Office of the
United States Trustee.


TBS INTERNATIONAL: Finally OK'd to Pay $22MM to Critical Vendors
----------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York, in a final order, authorized TBS
International plc, et al., to pay in the ordinary course of
businesses some or all of the prepetition claims which are due and
owing to the critical and foreign vendors, in an aggregate amount
not to exceed $21.9 million.

The Debtors are authorized to pay such critical vendors (subject
to the critical and foreign vendor claims cap) who agree to
continue to supply goods or services to the Debtors on such
critical vendor's customary trade terms or on other such favorable
terms as are acceptable to the Debtors.

                      About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers.  Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.  Cardillo & Corbett serves as special
maritime and corporate counsel, Garden City Group serves as
administrative agent and Gibson, Dunn & Crutcher as counsel.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.


TBS INTERNATIONAL: Gets Final Nod to Incur $41.5MM Loan from BofA
-----------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York, in a final order, authorized TBS
International plc, et al., to:

   -- obtain secured, superpriority postpetition financing with
      Bank of America N.A., administrative agent and DVB Group
      Merchant Bank (Asia) Ltd., as co-agent, pursuant to the DIP
      Loan Documents, postpetition financing in an aggregate
      principal amount of up to $41,300,000;

   -- use the cash collateral.

As of the Petition Date, the outstanding amount of all loans and
hedging obligations under the Bank of America Prepetition Credit
Documents aggregated $125,670,498 (including interest and fees)

As of the Petition Date, the outstanding amount of all loans and
hedging obligations under the DVB Prepetition Credit Documents
aggregated being no less than $26,145,134 (including interest and
fees).

The Debtors would use the cash collateral and financing to fund
their operations postpetition.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtors will grant the DIP Agents and the
DIP Lenders replacement liens on all of the DIP Collateral,
allowed superpriority administrative expense claims.

                     About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers.  Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.  Cardillo & Corbett serves as special
maritime and corporate counsel, Garden City Group serves as
administrative agent and Gibson, Dunn & Crutcher as counsel.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.

No official committee has yet been appointed by the Office of the
United States Trustee.


TERRESTAR CORP: Hearing on Exclusivity Extensions Set for March 20
------------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on March 20,
2012, at 10:00 a.m. (ET), to consider Terrestar Corporation, et
al.'s request for exclusivity extensions.  Objections, if any, are
due March 13, at 5:00 p.m.

In a Feb. 10 order, the Court issued an ex parte bridge order,
extending the TSC Debtors' exclusive filing period until such time
as the Court has entered an order determining the motion.

The Debtors asked that the Court extend their exclusive periods to
file and solicit acceptances for the proposed a chapter 11 plan
until May 14, and July 13, respectively.

         About TerreStar Corp. and TerreStar Networks

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL).  The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.
TSC estimated assets and debts of $100 million to $500million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases.  FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar has signed a contract to sell its business to Dish
Network Corp. for $1.38 billion.  TerreStar cancelled a June 30
auction because there were no competing bids submitted by the
deadline.

As reported in the TCR on Nov. 23, 2011, TerreStar Networks Inc.
sold the business to Dish Network Corp. for $1.38 billion,
negotiated a settlement with creditors, and filed a liquidating
Chapter 11 plan.  Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reports the hearing to approve the explanatory
disclosure statement is set for Dec. 16.  If the plan stays on
track, the confirmation hearing for approval of the plan would
take place Feb. 13.


TRACY PRESS: Phoenix Publishing Offers to Buy Biz for $758,500
--------------------------------------------------------------
Patterson Irrigator, citing court documents, reports that Phoenix
Publishing Co. Inc., and its principal, H. Lee Wilcox, have
offered $758,500 to buy Tracy Press Inc.

According to the report, Phoenix Publishing has offered to buy the
Patterson Irrigator as part of an agreement to purchase its parent
company, Tracy Press.  A Sacramento bankruptcy court will consider
the bid March 28, 2012.   The report notes the business includes
the Tracy Press newspaper and the Press-Banner, which publishes a
weekly edition in Scotts Valley and the San Lorenzo Valley in the
Santa Cruz Mountains.

The report adds that Phoenix and Mr. Wilcox have also offered to
purchase the Patterson Irrigator, a limited liability company and
newspaper in Patterson owned by Tracy Press for about $250,000.
The Irrigator remains solvent to this day.

Based in Tracy, California, Tracy Press, Inc., is the publisher of
the weekly Tracy Press and, in Santa Cruz County, the Press-
Banner. It also has published the Patterson Irrigator since 2003,
but that paper's own limited liability company -- which includes a
print shop -- has not filed for bankruptcy.

Tracy Press filed for Chapter 11 on July 2, 2010 (Bankr. E.D.
Calif. Case No. 10-37525), estimating assets of $500,001 to
$1 million and debts of $1 million to $10 million.


TRAINOR GLASS: Files for Chapter 11 in Chicago
----------------------------------------------
Trainor Glass Company filed a bare-bones Chapter 11 petition
(Bankr. N.D. Ill. Case No. 12-09458) in its hometown in Chicago on
March 9, 2012.

Trainor Glass, doing business as Trainor Modular Walls, Trainor
Solar, and Trainor Florida, estimated $50 million to $100 million
in assets and liabilities.  The Debtor estimates that funds will
be available for distribution to unsecured creditors.

United Architectural Metals, Viracon, Inc., and EFCO, sit atop the
list of largest unsecured creditors.  The three creditors are each
owed at least $1 million.


U.S. STEEL: Fitch Rates New Senior Notes at 'BB'
------------------------------------------------
Fitch Ratings assigns a 'BB' rating to United States Steel
Corporation's (U.S. Steel; NYSE: X) new senior notes.  U.S. Steel
stated that it intends to use the net proceeds of the notes to
redeem the outstanding $300 million 5.65% notes due 2013 and for
general corporate purposes.

The ratings reflect adequate liquidity, weak but improving market
conditions, and a period of higher financial leverage while
earnings are below expected average.

The Negative Outlook reflects the possibility of credit
deterioration should the recovery weaken further or stall.

Fitch believes that U.S. Steel will generate positive free cash
flow (FCF) in 2012 following negative FCF of $709 million for
2011, $1 billion in 2010 and $736 million (after of $147 million
of capital expenditures by variable interest entities) in 2009.
While management has a high degree of control over its raw
materials, the company has a large fixed cost base and capacity
utilization in North America has been less than 80%, thereby
pressuring earnings and cash flow.  There is no visibility into
when capacity utilization will improve materially.

Operating EBITDA is expected to be about $1.5 billion in 2012,
compared with $836 million for 2011, $520 million for 2010, and a
loss of $1.1 billion for 2009.  Debt at Dec. 31, 2011 was $4.3
billion.

Liquidity is adequate with cash on hand at year-end at $408
million; the $875 million inventory revolving credit facility was
fully available and $245 million of the $625 million accounts
receivable facility was available.  The inventory facility expires
July 20, 2016, and the receivables facility expires July 18, 2014.
The inventory facility has a 1.00:1.00 fixed charges coverage
ratio requirement only at such times as availability under the
facility is less than the greater of 10% of the total aggregate
commitments and $87.5 million.

As of Dec. 31, 2011, scheduled maturities of debt were $20 million
in 2012, $430 million in 2013, $863 million in 2014, $178 million
in 2015 and $42 million in 2016.  The 2013 maturities include the
$300 million notes to be repaid from the proceeds of the new
notes.  The $863 million due in 2014 is an out-of-the-money
convertible issue.

Capital expenditure guidance for 2012 is $900 million. Fitch
expects interest expense in the range of $230 million to $240
million.

A downgrade of the ratings would be warranted should liquidity
deteriorate beyond current expectations or if results are weaker
than expected.

Fitch currently rates U.S. Steel as follows:

  -- Long-term Issuer Default Rating (IDR) at 'BB';
  -- Senior secured credit facility at 'BB+'; and
  -- Senior unsecured notes at 'BB'.


UNITED RETAIL: Gets Final OK to Obtain Financing from Wells Fargo
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized, in a final order, United Retail Group Inc. and its
debtor-affiliates to:

   1) obtain $40,000,000 postpetition secured financing with Wells
      Fargo N.A., in its capacity as administrative and collateral
      agent, and the other credit parties;  and

   2) use cash collateral.

As reported in the Troubled Company Reporter on Feb. 13, 2012,
Wells Fargo Capital Finance, LLC, serves as sole lead arranger and
bookrunner under the DIP Facility.

The DIP Agreement will terminate at the earliest to occur of,
among others, (i) the date which is 210 days after the Petition
Date, (ii) the date of the effectiveness of a plan of
reorganization or liquidation for the Borrowers and the Guarantors
in the Chapter 11 Cases, or (iii) the consummation of the sale or
sales of all or substantially all of the Borrowers' assets and
properties or of all equity interests in Borrowers.

Before Nov. 22, 2011, Redcats USA funded certain of the Debtors'
operational expenses on an unsecured basis pursuant to a cash
management agreement dated Aug. 29, 2008.  The Debtors relied
exclusively on the Cash Management Agreement to fund, among other
things, payroll, trade obligations, service contracts and other
daily operating expenses.  The Cash Management Agreement was
effectively a cash pooling arrangement that allowed Redcats USA to
sweep positive balances in the Debtors' operating accounts on a
daily basis and net the cash against amounts owed to Redcats
USA for, among other things, loans to the Debtors and/or costs
associated with a variety of intercompany services Redcats USA
provided to the Debtors.  While Redcats USA largely funded the
Debtors with the Debtors' own cash flow, negative balances
accumulated over time, leading to a current unsecured balance of
$48.5 million owed to Redcats USA as of Nov. 22, 2011.

In late 2011, Redcats USA informed the Debtors that it was no
longer willing to fund the Debtors' operations on an unsecured
basis.  Accordingly, on Nov. 22, 2011, the Debtors and Redcats USA
amended the Cash Management Agreement pursuant to which Redcats
USA agreed to provide funding to the Debtors on a second-lien
secured basis (junior to the liens held by Wells Fargo pursuant to
the Redcats ABL Facility).

To facilitate financing of foreign-product sourcing for many of
Redcats USA's subsidiaries, including the Debtors, on July 28,
2011, Redcats USA and certain of its affiliates, including United
Retail Incorporated, as borrowers, and Avenue Gift Cards, Inc. and
United Retail Group, Inc., as guarantors, entered into a credit
agreement with Wells Fargo and the other lenders party thereto
that provides for a revolving asset-based loan facility.  The
Redcats ABL Facility provides for, among other things, revolving
credit with a maximum aggregate commitment of $60 million,
including the issuance of letters of credit.

The Debtors would use the money to operate their businesses in the
ordinary course.

As adequate protection for the diminution in value of the lenders'
collateral, the Debtors will grant the lenders replacement liens,
a superpriority administrative expense status, subject to certain
carve out expenses.

                     Committee's Objection

On Feb. 20, 2012, the Official Committee of Unsecured Creditors
expressed a reservation of rights and conditional objection with
respect to the Debtors' motion.

The Committee said it has been privy to certain highly
objectionable revisions and modifications to the Proposed Final
Financing Order proposed by Versa which, if ultimately included in
the form of order filed with the Court, would not be acceptable to
the Committee.

On Feb. 23, the Debtor notified the Court that it entered a non-
material amendment to financing agreements with Wells Fargo.

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

                      About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.


VITRO SAB: April 9 Trial on Enforcement of Plan in U.S.
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB de CV will learn after a trial beginning
April 9 in Dallas whether the bankruptcy reorganization approved
by a court in Mexico will be enforced in the U.S.  If it's not
enforced in the U.S., bondholders may be able to frustrate the
reorganization by seizing assets in the U.S. or glomming payments
from U.S. customers headed for Mexico.

The report relates that before the April trial, U.S. Bankruptcy
Judge Harlin "Cooter" Hale is stopping holders of $1.2 billion in
defaulted bonds from collecting judgments or seizing assets.
Judge Hale is allowing bondholders to continue lawsuits in the
U.S. "to reduce their claims to judgment."

According to the report, until the trial is concluded, Judge Hale
told the Vitro companies they may "only operate in the ordinary
course" and are prohibited "from moving assets or diverting
business opportunities."

Judge Hale made his four-page ruling March 12 following a March 5
hearing where Vitro was seeking enforcement of the Mexican
reorganization and an injunction against creditor actions in the
U.S. Hale declined to make a final ruling March 12, saying he will
issue a decision at the end of the trial to begin April 9 and
consume 24 hours spread over the week.

The suit in bankruptcy court to enjoin actions by the bondholders
is Vitro SAB de CV v. ACP Master Ltd. (In re Vitro SAB de CV),
12-03027, U.S. Bankruptcy Court, Northern District of Texas
(Dallas). The bondholders' appeal in the circuit court is Ad Hoc
Group of Vitro Noteholders v. Vitro SAB de CV (In re Vitro SAB de
CV), 11-11239, 5th U.S. Circuit Court of Appeals (New Orleans).
The appeal in district court was In re Vitro SAB de CV, 11-3554,
U.S. District Court, Northern District of Texas (Dallas).

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11- 11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the $1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of $1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.


WATERFORD GAMING: S&P Affirms 'CCC' Issuer Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'CCC' issuer credit rating, on Waterford Gaming LLC. "At the
same time, we removed the ratings from CreditWatch with negative
implications, where they were placed on Dec. 2, 2010. The rating
outlook is negative," S&P said.

"The rating affirmation and removal from CreditWatch follow the
recent completion of Mohegan Tribal Gaming Authority's (MTGA)
comprehensive debt refinancing transactions," said Standard &
Poor's credit analyst Carissa Schrek. "The CreditWatch listing
reflected our belief that, absent the successful execution of
MTGA's refinancing plan, payments to Waterford Gaming could have
been affected. With the completion of MTGA's transactions, we
believe there is no longer risk that the cash flow stream to
Waterford Gaming from MTGA will be disrupted. However, the
affirmation of our 'CCC' issuer credit rating on Waterford Gaming
with a negative rating outlook reflects our view that, absent much
more significant growth in revenue generation at Mohegan Sun over
the next few years than we believe is feasible, we do not expect
Waterford to be able to generate sufficient excess cash flow to
repay its notes by maturity in 2014."

"Our 'CCC' issuer credit rating on Waterford Gaming reflects our
assessment of the company's financial risk profile as 'highly
leveraged' and our assessment of the company's business risk
profile as 'vulnerable,'" according to our criteria.

"Our assessment of Waterford Gaming's financial risk profile as
highly leveraged reflects our expectation that it is unlikely to
generate sufficient excess cash flow to repay its notes upon
maturity in 2014. Our assessment of Waterford Gaming's business
risk profile as vulnerable reflects the company's reliance on
Mohegan Sun Casino, a single property operated by the MTGA, for
its cash flow. Partly offsetting these factors are credit measures
that are good for the rating and the provision that excess cash
flow be swept against the notes balance. Waterford Gaming is a
wholly owned subsidiary of Waterford Group LLC. Since Waterford
Gaming is not a bankruptcy-remote entity, the ratings for this
company also take into consideration the credit quality of its
parent," S&P said.

Waterford Gaming relies solely on distributions from Trading Cove
Associates (TCA), a Connecticut-based general partnership that
formerly managed the Mohegan Sun in southeastern Connecticut, to
service its debt obligations. Waterford holds 50% partnership
interest in TCA and Kerzner International Ltd. owns the other 50%
partnership interest. TCA ceased managing the Mohegan Sun at the
end of 1999, at which time it entered into a relinquishment
agreement with MTGA under which it receives 5% of Mohegan Sun's
gross revenue (excluding those from Casino of the Wind) until the
end of 2014. TCA was also involved with the development of Mohegan
Sun's initial $1 billion expansion, completed in 2002.


WINTDOTS DEVELOPMENT: Files for Chapter 11 in Virgin Islands
------------------------------------------------------------
Wintdots Development, LLC, filed a Chapter 11 petition (Bankr. D.
V.I. Case No. 12-30003) in its hometown in St. Thomas, Virgin
Islands on March 11, 2011.

The Debtor disclosed $56.42 million in assets and $10.79 million
in liabilities in its schedules.  A copy of the schedules attached
to the petition is available for free at
http://bankrupt.com/misc/wintdots_SALs.pdf

The Debtor has three properties totaling 21 acres in St. Thomas
that are valued at $56.40 million.  Each of the properties secures
a $9.60 million first lien debt to Kennedy Funding, Inc., and a
$225,000 second lien debt to Marvin & Evelyn Freund.

Benjamin A. Currence P.C., represents the Debtor.


WINTDOTS DEVELOPMENT: Case Summary & Creditors List
---------------------------------------------------
Debtor: Wintdots Development, LLC
        P.O. Box 12089
        St. Thomas, VI 00801

Bankruptcy Case No.: 12-30003

Chapter 11 Petition Date: March 11, 2012

Court: U.S. Bankruptcy Court
       District Court of the Virgin Islands (St. Thomas)

About the Debtor:  The Debtor has three properties totaling 21
                   acres in St. Thomas that are valued at
                   $56.40 million.  Each of the properties secures
                   a $9.60 million first lien debt to Kennedy
                   Funding, Inc., and a $225,000 second lien debt
                   to Marvin & Evelyn Freund.

Debtor's Counsel: Benjamin A. Currence, Esq.
                  BENJAMIN A. CURRENCE P.C.
                  P.O. Box 6143
                  St. Thomas, VI 00804-6143
                  Tel: (340) 775-3434
                  E-mail: currence@surfvi.com

Scheduled Assets: $56,423,025

Scheduled Liabilities: $10,792,424

The petition was signed by Glenn Elskoe, managing member.

Debtor's List of Its 14 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Banco Popular De Puerto Rico       Bank Loan              $300,000
P.O. Box 362708
San Juan, PR 00936

Turner Construction                Trade Debt             $251,542
375 Hudson Street
New York, NY 10014

Jessica Dinisio                    Trade Debt             $101,006
6204 St. Joseph & Rosendahl
St. Thomas, VI 00802

Tracy Wayman                       Trade Debt              $94,310

Broadway Capital, LLC              Trade Debt              $50,000

Fenton Enterprises                 Trade Debt              $38,500

Bureau of Internal Revenue         Trade Debt              $34,097

VI Government/Lt. Governor?s Ofc.  Trade Debt              $22,705

Ruth Ann Magnuson, PC              Trade Debt              $21,500

Internal Revenue Service           Trade Debt              $15,465

VI Government/Tax Assessor?s       Trade Debt              $14,337
Office

Cox, Castle & Nicholson, LLP       Trade Debt              $12,266

AT&T Mobility                      Trade Debt               $7,769

Vincent Fuller, Esq.               Trade Debt                 $286


WOLF LANDSCAPE: Can Use IRS Cash Collateral Until April 20
----------------------------------------------------------
Bankruptcy Judge Robert A. Gordon approved a Stipulation and
Consent order between Wolf Landscape Company and the Internal
Revenue Service permitting the Debtor to use cash collateral until
April 20, 2012, and granting adequate protection.

Prior to the Debtor's bankruptcy, the Internal Revenue Service
filed notices of federal tax lien for various tax liabilities of
the Debtor.  The IRS asserts a secured claim against the debtor's
Cash Collateral in the amount of $750,036 by virtue of its
prepetition liens.

The IRS and the Debtor have agreed to the Debtor's continued use
of Cash Collateral for the purpose of paying the reasonable,
necessary and ordinary expenses of operating the Debtor's business
accruing from and after the Petition Date.

The Debtor agrees to pay the IRS as adequate protection$21,171 on
or before March 23, 2012, and $21,171 on or before April 20, 2017.
Payment will be delivered to Anita Jackson, Advisor, Internal
Revenue Service, Insolvency Unit, Room 1150, 31 Hopkins Plaza,
Baltimore, Maryland.  The IRS is granted a valid, enforceable,
perfected replacement security interest in and lien on all of the
Debtor's prepetition collateral, to the extent of any diminution
in value of such collateral, retroactive to the Petition Date in
addition to its existing prepetition security interests, subject,
however, to a "carve out" of $50,000 for the benefit of
administrative expense priority fees of professionals in this case
allowed following submission of an appropriate fee application and
Court order.

A copy of the Stipulation and Consent Order dated March 7, 2012.,
is available at http://is.gd/4cJCkXfrom Leagle.com.

Based in Marriottsville, Maryland, Wolf Landscape Company, dba
Wolf Contractors, filed for Chapter 11 bankruptcy ((Bankr. D. Md.
Case No. 12-10937) on Jan. 19, 2012.  Ronald J. Drescher, Esq., at
Drescher & Associates, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $500,001 to $1 million in assets
and $1 million to $10 million in debts.  The petition was signed
by David E. Wolf, secretary.


YELLOWSTONE MOUNTAIN: Court Nixes Blixseth Bid to Reconsider Order
------------------------------------------------------------------
The Bankruptcy Court denied Timothy L. Blixseth's Motion for
Reconsideration of Allowance of Claim in Favor of the 7 Non-
Settling Class B Shareholders, saying Mr. Blixseth has failed to
satisfy the requirements of F.R.C.P. Rule 60(b).

The Yellowstone Club Liquidating Trust -- which was formed
pursuant to the confirmed Third Amended Joint Plan of
Reorganization in the bankruptcy cases of Yellowstone Mountain
Club LLC, Yellowstone Development Club LLC, Big Sky Ridge LLC, and
Yellowstone Club Construction Company LLC -- on Dec. 11, 2009,
filed a motion for approval of post-effective date agreement with
the so-called 7 Class B Shareholders for modification of payment
priority.  The "Term Sheet for Arrangement among the Liquidating
Trust, the 7 Non Settling Class B Members and First Lien Agent, on
behalf of the First Lien Lenders," provided that the 7 Class B
Shareholders would transfer any and all their claims against Mr.
Blixseth, Edra D. Blixseth and BLX Group, Inc., or the proceeds
thereof, to YCLT and in turn, the 7 Class B Shareholders would be
allowed an unsecured claim in the collective amount of $22 million
to be paid at the fourth level of priority in accordance with the
Debtors' confirmed Plan.

Ross P. Richardson, Chapter 7 Trustee of the Estate of Yellowstone
Club World LLC, and Mr. Blixseth filed objections to YCLT's motion
and scheduled the matter for hearing.  Following a hearing held
Feb. 11, 2010, the Court entered a Memorandum of Decision and
Order on March 24, 2010, sustaining Mr. Blixseth's objection in
part and granted YCLT leave to refile its motion in accordance
with the Court's March 24, 2010 Memorandum of Decision.

YCLT refiled its motion on March 30, 2010.  Again, YCLT's motion
was accompanied by a "Notice of Opportunity to Respond."  After
receiving no further objections, the Court, on April 19, 2010,
granted YCLT's March 30, 2010 motion.  The Court's April 19, 2010
Order specifically provided that: "(1) The Amended Term Sheet is
approved and the Trustee may enter into the Definitive Agreement
without further proceedings; and (2) The payment priority set
forth in Section 7.17 of the Plan is modified to include the 7 Bs
in the fourth distributional priority with an allowed claim of
$22,000,000.00."  The Court's April 19, 2010 Order was not
appealed and is now final.

During the same period of time YCLT was negotiating with the 7
Class B Shareholders, YCLT was also participating in the second
phase of trial in Adversary Proceeding 09-00014, wherein YCLT was
seeking an award against Mr. Blixseth of $286.4 million for funds
Mr. Blixseth allegedly took from the Yellowstone Club entities.
In August 2010, the Court entered a Memorandum of Decision finding
the evidence supported the claims asserted by YCLT against Mr.
Blixseth.  However, the Court was not willing to award YCLT its
requested judgment of $286.4 million, and instead awarded YCLT an
amount sufficient to pay Class 1, 2, 4, 5, 6, 9, 10, 11, 12, 13,
and 14 claims and those claims that Mr. Blixseth identified as
"not classified".

While YCLT put on ample evidence to support its $286.4 million
claim, YCLT could not have anticipated the Court's ultimate
ruling, and thus, YCLT did not put on evidence as to the total of
the claims in Class 1, 2, 4, 5, 6, 9, 10, 11, 12, 13, and 14.
Based upon an affidavit, the Court set that number at $40,067,962
and entered judgment accordingly on Sept. 7, 2010.  The 7 Class B
Shareholders' claim of $22 million, as allowed pursuant to the
Court's April 19, 2010 Order, is an amount that is included and
contemplated by the Court's Sept. 7, 2010, judgment.

In denying Mr. Blixseth's Motion for Reconsideration, the Court
held that Mr. Blixseth did not timely appeal the Court's April 19,
2010 Order, even though Mr. Blixseth opposed approval of YCLT's
original motion.  Furthermore, even after learning in September
2010 of the Court's amended judgment in Adversary Proceeding
09-00014, Mr. Blixseth took no action until over a year later.
Mr. Blixseth provides no explanation for such delay.

A copy of Bankruptcy Judge Ralph B. Kirscher's March 9, 2012
Memorandum of Decision is available at http://is.gd/d0vGv5from
Leagle.com.

                    About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.

Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.


* Seventh Circuit Permits Suit on Undisclosed Claim
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that as a result of a March 9 opinion by the U.S. Court of
Appeals in Chicago, an individual in bankruptcy who hadn't
disclosed the existence of a discrimination claim was allowed to
reinstate the closed Chapter 13 case and continue the lawsuit.
The case is Rainey v. United Parcel Service Inc., 11-3106,
7th U.S. Circuit Court of Appeals (Chicago).


* Junior Lien Stripping Permitted in Chapter 20 Case
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Morrison C. England Jr. in
Sacramento, California, ruled on March 8 that individuals in a
so-called Chapter 20 case are allowed to strip off an out-of-the-
money second mortgage by confirming a Chapter 13 plan.  The case
is Frazier v. Real Time Resolutions, 11-00290, U.S. District
Court, Eastern District of California (Sacramento).


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.


                            *********

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
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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
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The TCR subscription rate is $775 for 6 months delivered via e-
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