TCR_Public/130314.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 14, 2013, Vol. 17, No. 72

                            Headlines

1617 WESTCLIFF: Filing of Amended Plan Moved to April 17
710 LONG RIDGE: Schedules Deadline Extended to March 29
A123 SYSTEMS: Fisker in Talks with New Co. for Battery Contract
ADVANCED COMPUTER: Plan Filing Deadline Extended to April 30
AEOLUS PHARMACEUTICALS: To Sell 1.5 Million Units for $390,500

AHERN RENTALS: Debtor and Noteholders Amend Competing Plans
ALLIED IRISH: To Release Annual Results on March 27
AMERICA'S SUPPLIERS: Reports $91,000 Net Income in 2012
AMERICAN AIRLINES: Ruling on BNY Adequate Protection Bid Deferred
AMERICAN AIRLINES: Proposes Bill Isenegger as Special Counsel

AMERICAN AIRLINES: Proposes Covington as Special Counsel
AMERICAN AIRLINES: Committee Taps Heidrick as Consultant
AMERICAN AIRLINES: Consolidated PRASM Increased 4.7% in February
AMERICAN AIRWAYS: Judge OKs Aircraft Deal with Republic Airlines
AMERICAN INT'L GROUP: Ex-CEO Forges Ahead with Suit over Bailout

AMN HEALTHCARE: Moody's Changes Outlook on Ba3 CFR to Positive
ARROW ALUMINUM: Secured Creditors' Transfer Request Denied
ASARCO LLC: $80M CERCLA Contribution Suit Paused
ATHERTON BAPTIST: Fitch Cuts Ratings on Series 2010A Bonds to 'B+'
ATP OIL: Hon. D. Jones Named Mediator in Diamond Offshore Dispute

ATP OIL: Wants to Tap Motley Rice, Fayard & Honeycutt on BP Claim
ATP OIL: Inks Fee Reduction Settlement with PwC
AVANTAIR INC: Marxe & Greenhouse Hold 30% Stake at Feb. 28
BEAZER HOMES: 7.50% Convertible Notes Delisted From NYSE
BIG M: Court Approves Cooley LLP as Committee Attorney

BIG M: Files Schedules of Assets and Liabilities
BION ENVIRONMENTAL: Backs Nitrogen Reductions Purchase Programs
BIOVEST INTERNATIONAL: Two Directors Quit from Board
BONDS.COM GROUP: Oak Investment Holds 70.7% Stake at Oct. 17
BONDS.COM GROUP: GFINet Inc Discloses 63.1% Stake at Oct. 17

BRONX PARKING: Retains Bankruptcy Law Firm
CAREY LIMOUSINE: Mediation Brings Parties Together on Plan
CASCADE BANCORP: Bank's Regulators Halt Cease-and-Desist Order
CENTENNIAL BEVERAGE: Gets Final Order to Use Cash Collateral
CENTENNIAL BEVERAGE: Hires Jack Martin as Special Counsel

CENTENNIAL BEVERAGE: Taps Haynes & Boone as Attorneys
CENTRAL ENERGY: RBI Demands $1.9 Million Payment From Regional
CLAIRE'S STORES: Selling $210 Million Sr. Secured Notes at Par
CLEAR CHANNEL: Director Charles Brizius Won't Seek Re-Election
CNO FINANCIAL: Fitch Affirms 'BB' Issuer Default Rating

COMMERCIAL BARGE: S&P Gives 'B-' Rating to $450MM Sr. Secured Loan
COUNTRYWIDE FIN'L: Asks Appeals Court to Undo MBIA Ruling
DAVID COOK: 10th Cir. Affirms Dismissal of Civil Suit
DETRIOT, MI: Chrysler Bankruptcy Lawyer Top Pick for Manager
DEWEY & LEBOEUF: 3 Ex-Partners Want Aviva Suit in Bankr. Court

DIGITAL ANGEL: Sells Newly Formed Subsidiary for $852,000
DIGITAL DOMAIN: Amends FTI Advisory Fees Following Asset Sale
DILLARD'S INC: S&P Raises Corporate Credit Rating to 'BB+'
DYNEGY INC: Plan to Liquidate 4 Units Wins Judge's OK
e4L INC: Appeals Court Says Breach of Fiduciary Claim Time-Barred

EASTMAN KODAK: Inks Deal to Permit EPM to File Non-Renewal Notice
EMG UTICA: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
ENDEAVOUR INTERNATIONAL: Lord Abbett Does Not Own Common Shares
ENERGY TRANSFER: Fitch Affirms 'BB' Secured Term Loan Rating
ENTERTAINMENT PUBLICATIONS: Files for Chapter 7 in Delaware

ENVIRONMENTAL CAREERS: Jury Trial in Breach of Fiduciary Duty Suit
EURAMAX HOLDINGS: SVP-HR Resigns; SVP & General Counsel Named
EXIDE TECHNOLOGIES: Weak Margins Cue Moody's to Cut CFR to Caa1
FANNIE MAE: FHFA Releases Performance Goals for 2013
FLAT OUT CRAZY: U.S. Trustee Appoints 5-Member Creditors Panel

FNB UNITED: Incurs $40 Million Net Loss in 2012
FOURTH QUARTER PROPERTIES: Proposes Stone as Counsel
FREESEAS INC: Hanover No Longer Owns Shares at March 7
FRUEHAUF TRAILER: Denial of Former Trustee's Claims Upheld
GATEHOUSE MEDIA: Incurs $4.7 Million Net Loss in Fourth Quarter

GEO GROUP: New $1-Bil. Debt Facility Gets Moody's 'Ba3' Rating
GEO GROUP: S&P Affirms 'B+' CCR & Rates $1-Bil. Facility 'BB'
GENERATION RESOURCES: 10th Circ. Rules on Asset Transfer Issue
GOOD SAM: Hikes Borrowings Under Amended Credit Pact to $35-Mil.
GREAT PLAINS: PCO-Mayfield Wants Chapter 11 Trustee to Take Over

H.J. HEINZ: Fitch Lowers Sr. Unsecured Notes Rating to 'BB-'
H.J. HEINZ: S&P Gives 'BB' Rating to $12-Bil. Sr. Sec. Facilities
HANOVER INSURANCE: S&P Raises Jr. Subordianted Debt Rating to 'BB'
HAWK ACQUISITION: Moody's Assigns First-Time 'Ba3' CFR
HELLER ERHMAN: Partners' New Firms on Hook

HOVNANIAN ENTERPRISES: Files Form 10-Q, Incurs $11.3MM Loss in Q1
IMAGEWARE SYSTEMS: Inks Employment Agreements with 3 Executives
IN THE PLAY: Secured Creditors Want Chapter 11 Trustee
IN THE PLAY: Secured Creditors Obtain TRO
INTERFAITH MEDICAL: Seeks Authority to Employ E&Y as Auditor

INVESTORS CAPITAL: Court OKs DelCotto as Bankruptcy Counsel
JAMES RIVER: Incurs $138.9 Million Net Loss in 2012
K-V PHARMACEUTICALS: Tells Circ. FDA Promoted Illegal Compounding
LAKELAND DEVELOPMENT: Files Combined Liquidating/Reorganizing Plan
LEHMAN BROTHERS: Rips Bid to Halt 'London Whale' Deposition

LYMAN LUMBER: Court Approves Employment of Deloitte Tax
MARITIME COMMUNICATIONS: Case Reassigned to Judge Olack
MARONDA HOMES: Plan Not Binding on Homeowner Without Notice
MF GLOBAL: Trustee, et al. Ink Deal to Allow Late Filing of Claim
MODERN PRECAST: EisnerAmper Okayed as Committee Advisor

MOTORS LIQUIDATION: Committee Appeals Avoidance Action Denial
MSR RESORT: Lender Can't Fight Wealth Fund's $1.5-Bil. Asset Bid
MUNDY RANCH: Objects to Bank's Bid for Chapter 7 Conversion
NAVISTAR INTERNATIONAL: Incurs $123-Mil. Net Loss in 1st Quarter
NAVISTAR INTERNATIONAL: Names CEO and Non-Executive Chairman

NEW LEAF: Lorraine DiPaolo Holds 13.1% Equity Stake at Feb. 14
NEWARK HOUSING: S&P Withdraws 'BB' Rating on 2004 & 2007 Bonds
NEXSTAR BROADCASTING: Reports $161.1MM Net Income in 4th Quarter
NPS PHARMACEUTICALS: Columbia Wanger Holds 7% Stake at Feb. 28
OMEGA NAVIGATION: Subsidiary Sold Again After Sale Unwound

OPFM INC: Judge Revives $26M Clawback Suit in Mortgage Ponzi Case
ORBITZ WORLDWIDE: S&P Rates New $450MM Sr. Secured Loan 'B+'
PENSON WORLDWIDE: Plan Outline and Asset Sale Hearing on Mar. 26
PENSON WORLDWIDE: Ct. to Rule on Bid to Honor D&O Obligations
PENSON WORLDWIDE: Seeks Further Waiver of Sec. 345 Guidelines

PINNACLE AIRLINES: Suspending Filing of Reports with SEC
PLAYBOY ENTERPRISES: Expects to Resolve "Technical Issue"
PRECISION OPTICS: A. Marx Hikes Equity Stake to 42.2% at Feb. 28
REDDY ICE: Moody's Assigns 'B3' Corporate Family Rating
REDDY ICE: S&P Assigns 'B-' Corp. Credit Rating; Outlook Stable

REVOLUTION DAIRY: U.S. Trustee Forms 5-Member Creditors Committee
RODEO CREEK: Seeks Authority to Hire Key Bankruptcy Professionals
RUBICON FINANCIAL: Sells $426,000 Series B Shares to Director
SALON MEDIA: Announces Recapitalization Results
SAN BERNARDINO, CA: Threatens to Sue California over Taxes

SCHOOL SPECIALTY: Committee Seeks to Retain Bankr. Professionals
SEQUENOM INC: Incurs $32.8 Million Net Loss in Fourth Quarter
SIONIX CORP: President and Chief Financial Officer Resigns
SNO MOUNTAIN: To Close $4.6MM Sale to DFM by April 19
SOLYNDRA LLC: Hurt by Rivals, Not Collusion, Chinese Companies Say

SORENSON COMMUNICATIONS: Moody's Cuts Rating on $550MM Loan to B2
SQUARETWO FINANCIAL: S&P Affirms 'B' ICR, Outlook Negative
STANFORD INT'L: Receivers Settle Row Over Overseas Assets
STEEL DYNAMICS: Moody's Rates Senior Notes Offer 'Ba2'
STEEL DYNAMICS: S&P Rates New $400MM Sr. Unsecured Notes 'BB+'

SUSQUEHANNA BANCSHARES: Moody's Assigns '(P)Ba1' Shelf Rating
THE OUTLET COLLECTION: Moody's Maintains 'Ba2' Rating on Bonds
THERAPEUTICSMD INC: Plans to Offer $50 Million Common Shares
TRAVELCLICK INC: Moody's Rates New US$90MM Sr. Term Loan 'Caa1'
TRAVELCLICK INC: S&P Rates New $90MM Second Lien Loan 'CCC+'

TRAVELPORT LTD: Launches Comprehensive Restructuring Plan
TRINITY COAL: Environmental Regulators Protest Request
UNIVAR INC: Debt Facility Amendments No Impact on Moody's B2 CFR
UNIVERSAL HEALTH: Bankruptcy Court Okays Citrus Offer for Units
VANGUARD HEALTH: S&P Retains 'BB-' Rating After $300M Loan Add-On

VELATEL GLOBAL: Inks Waiver Agreement with Ironridge
VIGGLE INC: More Than 2MM Registered Viggle Users at Feb. 2013
VTE PHILADELPHIA: Files Schedules of Assets and Liabilities
WINLAND ELECTRONICS: Gets NYSE MKT Listing Non-Compliance Notice
ZACHRY HOLDINGS: S&P Assigns 'BB-' CCR & Rates $250MM Notes 'B+'

* Moody's Notes Record Low for North American Bond Covenants
* Apartments Lead Price Performance for Properties, Says Moody's

* De Novo Review for Summary Judgment on Stern Claims
* Bankruptcy Can't Stop Student Loan Collections: 6th Circ.

* EEOC Bias Case OK Despite JPMorgan Worker's Chapter 7 Slip
* White Says Her SEC Would Be Tough on Wall Street
* Underwater Americans Skirting Default as HARP Use Rises

* Heller, Howrey Clawbacks Make Firms Rethink Ex-Partner Hires
* Wilk Auslander Among Latin Lawyer Deal of the Year Nominees

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1617 WESTCLIFF: Filing of Amended Plan Moved to April 17
--------------------------------------------------------
1617 Westcliff, LLC, asks the U.S. Bankruptcy Court for the
Central District of California to approve a stipulation extending
the deadline to file a First Amended Plan of Reorganization from
Jan. 31, 2013, to April 17, 2013.

The stipulation was entered among the Debtor, Wells Fargo Bank,
N.A., as trustee for the Registered Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004-C3, acting by and through its special
servicer, and the U.S. Trustee for Region 16.

The parties agreed that in light of the pending sale, and given
the possibility that the Debtor may seek dismissal of the
bankruptcy case if the sale is consummated, the Debtor's deadline
to file any plan of reorganization must be continued approximately
75 days to allow the Debtor and the Bank to close the pending
sale.

                       About 1617 Westcliff

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-19326) on Aug. 2, 2012, in Santa
Ana, California.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.
Bankruptcy Judge Mark S. Wallace oversees the case.  D. Edward
Hays, Esq., at Marshack Hays LLP, serves as the Debtor's counsel.


710 LONG RIDGE: Schedules Deadline Extended to March 29
-------------------------------------------------------
710 Long Ridge Road Operating Company II, LLC, and its affiliates
obtained from the Bankruptcy Court an extension until March 29,
2013, of the deadline to file their schedules of assets and
liabilities and statement of financial affairs.

                       About 710 Long Ridge

710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut.  The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.

710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013 to
modify their collective bargaining agreements with the New England
Health Care Employees Union, District 1199, SEIU.

The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors.  Logan & Company, Inc.
is the claims and notice agent.


A123 SYSTEMS: Fisker in Talks with New Co. for Battery Contract
---------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reported that Fisker Automotive Inc., the struggling maker
of $100,000 sports cars powered by lithium ion batteries, is in
talks with A123 Systems' new owner on a revamped battery-supply
deal while sparring with the part of the battery maker's estate
left behind in bankruptcy.

                        About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designed,
developed, manufactured and sold advanced rechargeable lithium-ion
batteries and battery systems and provided research and
development services to government agencies and commercial
customers.  A123 was the recipient of a $249 million federal grant
from the Obama administration.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.
A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Lawyers at Richards, Layton & Finger, P.A., and
Latham & Watkins LLP serve as the Debtors' counsel.  Lazard Freres
& Co. LLC acts as the Debtors' financial advisors, while Alvarez &
Marsal serves as restructuring advisors.  Logan & Company Inc.
serves as the Debtors' claims and noticing agent.  Brown Rudnick
LLP and Saul Ewing LLP serve as counsel to the Official Committee
of Unsecured Creditors.

Prior to the bankruptcy filing, A123 had an agreement to sell an
80% stake in the business to Chinese auto-parts maker Wanxiang
Group Corp.  U.S. lawmakers opposed the deal over concerns on the
transfer of American taxpayer dollars and technology to China.
When it filed for bankruptcy, the Debtors presented a deal to sell
all assets to Johnson Controls Inc., subject to higher and better
offers.  At the auction in December 2012, most of the assets ended
up being sold for $256.6 million to Wanxiang.

Wanxiang America Corporation and Wanxiang Clean Energy USA Corp.
are represented in the case by lawyers at Young Conaway Stargatt &
Taylor, LLP, and Sidley Austin LLP.  JCI is represented in the
case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP.

A123 has filed a liquidating Chapter 11 plan designed to give
holders of $143.75 million in subordinated notes a recovery of
about 65%.  General unsecured creditors with $124 million in
claims are to have the same recovery.  The plan provides for
holders of $35.7 million in senior note claims to be paid in full.


ADVANCED COMPUTER: Plan Filing Deadline Extended to April 30
------------------------------------------------------------
At the request of Advanced Computer Technology, Inc., the
Bankruptcy Court extended until April 30, 2013, the Debtor's
deadline to file a Chapter 11 plan and disclosure statement.

As reported in the March 11, 2013 edition of the TCR, the Debtor
in August 2012 filed two separate motions for the turnover of
property, requesting:

   a) The turnover to the Debtor of $262,307.60 deposited by
      the Public Buildings Authority of Puerto Rico in Civil
      Case No. KCD2004-0604, with the Clerk of the Court of
      First Instance of Puerto Rico, San Juan Section;

   b) The turnover to the Debtor of $692,340.24, deposited
      by Banco Santander Puerto Rico and Doral Bank in Civil
      Case No. KAC2009-1257, with the Clerk of the Court of
      First Instance.

During a hearing held Sept. 25 on the Debtor's motion for leave to
use Banco Bilbao Vizcaya Argentaria's cash collateral, the Debtor
and BBVA agreed on a stipulation for the interim use of cash
collateral and adequate protection, and for the Court to enter an
order directing the Court of First Instance to turn over the funds
deposited in Civil Cases Nos. KCD2004-0604 and KAC2009-1257 in
order for those funds to be deposited with the Clerk of the
Bankruptcy Court.

On Nov. 30, 2012, the Bankruptcy Court entered the orders
directing the Court of First Instance to turn over the funds
deposited in Civil Cases Nos. KCD2004-0604 and KAC2009-1257 in
order for those funds to be deposited with the Clerk of the
Bankruptcy Court.

On Dec. 5, 2012, the Debtor informed -- and requested -- the Court
of First Instance to comply with the turnover orders.  On Dec. 18,
Gomez Holdings, Inc., filed an opposition to Debtor's motion for
turnover in Civil Case No. KAC2009-1257.  On Dec. 21, the Court of
First Instance in Civil Case No. KAC2009-1257 entered an order for
the turnover of funds as unopposed.   On Dec. 28, the Court of
First Instance in Civil Case No. KAC2009-1257 entered an order
denying GHI's opposition.  On Jan. 2, 2013, GHI filed a motion for
reconsideration of the order of Dec. 21 and requested the stay of
the turnover.  On Jan. 4, GHI filed a motion for reconsideration
of the Dec. 28 order, and also requested the stay of the turnover.

On Jan. 23, 2013, the Court of First Instance in Civil Case No.
KAC2009-1257 notified the entry of its order directing Debtor to
respond to GHI's motions.

In its request for extension of the Plan filing deadline, the
Debtor noted that it is currently preparing its response to GHI's
motions.  As to Civil Case No. KCD2004-0604, the Public Buildings
Authority of Puerto Rico filed an opposition to the turnover order
and requested the Court of First Instance not to proceed until its
counsel returned from vacation.  In addition, GHI filed a request
for intervention under Rule 21 of the Rules of Civil Procedure of
Puerto Rico in Civil Case No. KCD2004-0604.

The Debtor also is in the process of recovering the funds
deposited with the Clerk of the Court of First Instance, which
will allow it to determine the nature of its bankruptcy exit plan.
Therefore, the Debtor said, it is indispensable for the Debtor to
recover the funds prior to the filing of its Plan and Disclosure
Statement.

                      About Advanced Computer

San Juan, Puerto Rico-based Advanced Computer Technology, Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-04454) in
Old San Juan on June 6, 2012.  The Debtor, an information system
consulting firm, disclosed $10.34 million in assets and $6.176
million in liabilities in its schedules.  It said software and
licenses rights are worth $6.30 million.  The value of its 100%
ownership of Sprinter Solutions, Inc., is unknown.

The Debtor's only shareholder is Investigacion Y Programas, S.A.
Its president is Jaime Romano and its secretary and chief
executive officer is Osvaldo Karuzic, none of whom hold any shares
in the Debtor.

Bankruptcy Judge Brian K. Tester presides over the case.  Charles
Alfred Cuprill, Esq., at Charles A. Cuprill, PSC Law Offices, in
San Juan, P.R., serves as the Debtor's counsel.

William Santiago-Satre, Esq., at De Diego Law Offices, in
Carolina, P.R., represents Banco Bilbao Vizcaya Argentaria Puerto
Rico as counsel.


AEOLUS PHARMACEUTICALS: To Sell 1.5 Million Units for $390,500
--------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., entered into a Securities Purchase
Agreement with certain accredited investors to sell and issue to
the Purchasers in reliance on Section 4(2) of the Securities Act
of 1933, as amended, and Rule 506 promulgated thereunder, an
aggregate of 1,562,000 units at a purchase price of $0.25 per
unit, resulting in aggregate gross proceeds to the Company of
$390,500.  Each Unit consists of (i) one share of the Company's
common stock and (ii) a five year warrant to purchase one share of
the Company's common stock.  The Warrants have an initial exercise
price of $0.25 per share.

In connection with the Purchase Agreement, the Company entered
into a Registration Rights Agreement with the Purchasers.

In addition, the Company issued warrants to purchase an aggregate
of 357,000 Common Shares to placement agents for services rendered
in the Private Placement and in the Company's private placement of
Common Shares and warrants announced on Feb. 19, 2013.  The
warrants issued to the placement agents are in substantially the
same form as the Warrants.

                   About Aeolus Pharmaceuticals

Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a
Southern California-based biopharmaceutical company leveraging
significant government investment to develop a platform of novel
compounds in oncology and biodefense.  The platform consists of
over 200 compounds licensed from Duke University and National
Jewish Health.

The Company's lead compound, AEOL 10150, is being developed as a
medical countermeasure ("MCM") against the pulmonary sub-syndrome
of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome"
or "Lung-ARS") as well as the gastrointestinal sub-syndrome of
acute radiation syndrome ("GI-ARS").  Both syndromes are caused by
acute exposure to high levels of radiation due to a radiological
or nuclear event.  It is also being developed for use as a MCM for
exposure to chemical vesicants such as chlorine gas, sulfur
mustard gas and nerve agents.

Grant Thornton LLP, in San Diego, Calif., expressed substantial
dobut about Aeolus Pharmaceuticals' ability continue as a going
concern following the annual report for the fiscal year ended
Sept. 30, 2012.  The independent auditors noted that the Company
has incurred recurring losses and negative cash flows from
operations, and management believes the Company does not currently
possess sufficient working capital to fund its operations through
fiscal 2013.

The Company reported net income of $1.7 million (including a non-
cash gain for decreases in valuation of warrants of approximately
$4.1 million) on $7.3 million of contract revenue in fiscal 2012,
compared with net income of $299,000 (including a non-cash gain
for decreases in valuation of warrants of $3.9 million) on
$4.8 million of contract revenue in fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.3 million
in total assets, $21.6 million in total liabilities, and a
stockholders' deficiency of $20.3 million.


AHERN RENTALS: Debtor and Noteholders Amend Competing Plans
-----------------------------------------------------------
BankruptcyData reported that certain holders of Ahern Rentals' 9
1/4% Senior Secured Second Lien Notes due 2013 filed with the U.S.
Bankruptcy Court a Second Amended Plan of Reorganization and
related Disclosure Statement. The Noteholders' Disclosure
Statement explains, "The restructuring will reduce the principal
amount of the Debtor's outstanding indebtedness by at least $267.7
million by converting all of the Second Lien Notes into New Equity
Interests of Reorganized Ahern."

The report further related that Debtors also filed a Second
Amended Plan of Reorganization and related Disclosure Statement.
The Debtors' Disclosure Statement asserts, "Notwithstanding the
Noteholder Proponents' contentions regarding the Debtor Plan, the
Debtor believes that the Debtor Plan is the best alternative for
Creditors to realize the full extent of their Claims and to
maximize the value for the Debtor's Estate."

The hearing to consider confirmation of the competing plans for
Ahern Rentals has been moved to June 3 at 9:30 a.m. and will
continue June 5 to 6 before Judge Bruce Beesley of the U.S.
Bankruptcy Court for the District of Nevada.  Objections to the
confirmation of the Plans should be filed on or before May 13.

                        About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  In its schedules, the Debtor disclosed $485.8 million
in assets and $649.9 million in liabilities.

Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.

Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.

Attorney for GE Capital is James E. Van Horn, Esq., at
McGuirewoods LLP.  Wells Fargo Bank is represented by Andrew M.
Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.
Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert
LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.


ALLIED IRISH: To Release Annual Results on March 27
---------------------------------------------------
Allied Irish Banks, p.l.c., will publish its 2012 annual results
at 07.00 GMT on Wednesday March 27, 2013.

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.




AMERICA'S SUPPLIERS: Reports $91,000 Net Income in 2012
-------------------------------------------------------
America's Suppliers, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income of $91,409 on $16.34 million of revenue for the year
ended Dec. 31, 2012, as compared with net income of $5,395 on
$16.82 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.93 million
in total assets, $1.80 million in total liabilities, all current,
and $131,642 in total stockholders' equity.

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

                        http://is.gd/WtKY7S

Scottsdale, Ariz.-based America's Suppliers, Inc., is an Internet-
based provider of general merchandise through its wholly owned
subsidiaries, DollarDays International, Inc., and
http://www.WowMyUniverse.com/

                           *     *     *

This concludes the Troubled Company Reporter's coverage of
America's Suppliers until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


AMERICAN AIRLINES: Ruling on BNY Adequate Protection Bid Deferred
-----------------------------------------------------------------
AMR Corp. and The Bank of New York Mellon Trust Company, N.A.,
agreed to adjourn to April 23 the hearing on the bank's motion
for adequate protection.  The companies also agreed to extend the
deadline for filing objections to the motion to April 9.  Replies
to the objections are due by April 16.

The hearing on the motion has been extended by the parties several
times.

In the motion, BNY Mellon, rather than engage at this time in a
full scale valuation process to determine the precise amount of
lost value, seeks protection in the form of additional liens and
an allowed superpriority claim pursuant to Section 507(b) of the
Bankruptcy Code.

BNY Mellon is indenture trustee for roughly $1.3 billion in JFK
Special Facility Revenue Bonds, $300 million in LAX Facilities
Sublease Revenue Bonds, and $450 million in Tulsa Revenue Bonds.
These tax-exempt municipal Bonds were issued by special financing
entities of the cities of New York, Los Angeles, and Tulsa,
respectively, and the proceeds of the issuances were provided to
the Debtors to finance improvements and the construction of
certain terminal and maintenance facilities occupied and used by
American at the John F. Kennedy International Airport, Los Angeles
International Airport, and Tulsa International Airport.

The principal collateral securing repayment of the Bonds consist
of the Indenture Trustee's interests in certain ground leases of
terminal and maintenance facilities at the Airports.

"With every day that passes in these cases, American is consuming
the Collateral Leases as the remaining terms of these ground
leases run.  As time passes, the value of the Indenture Trustee's
security interests decreases as well . . .," Amy Caton, Esq., at
Kramer Levin Naftalis & Frankel LLP, in New York, said in the
motion.

                      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.

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.

AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

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: Proposes Bill Isenegger as Special Counsel
-------------------------------------------------------------
AMR Corp. filed an application seeking court approval to hire
Bill Isenegger Ackermann AG as its special counsel.

The Zurich-based law firm has provided legal services to AMR as
an "ordinary course" professional since the company's bankruptcy
filing.  Its fees, however, have already exceeded $500,000,
prompting the company to file the application pursuant to Section
327 of the U.S. Bankruptcy Code.

The firm will continue to provide the same services, which
include advising AMR on matters related to its operations in
Switzerland and in other European countries.

Bill Isenegger will be paid on an hourly basis in one-tenth hour
increments in accordance with its hourly rates:

   Professionals          Hourly Rates
   -------------          ------------
   Partners                $470 - $500
   Counsel                 $415 - $435
   Associates              $360 - $410
   Paraprofessionals       $165 - $215

AMR will also reimburse the firm for its work-related expenses.

Urs Isenegger, Esq., a partner at Bill Isenegger, disclosed in a
declaration that the firm does not represent interest adverse to
AMR and its affiliated debtors.

                      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.

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.

AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

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: Proposes Covington as Special Counsel
--------------------------------------------------------
AMR Corp. is seeking court approval to hire Covington & Burling
LLP as its special counsel.

AMR previously hired the firm as an "ordinary course"
professional.  Covington's fees, however, have exceeded $500,000
over the course of AMR's Chapter 11 case, prompting the company
to hire the firm pursuant to Section 327 of the U.S. Bankruptcy
Code.

Covington will be paid on an hourly basis in one-tenth hour
increments in accordance with its hourly rates, which range from
$620 to $995 for partners and counsel, $290 to $615 for
associates, and $205 to $370 for paraprofessionals.  The firm
will also receive reimbursement for work-related expenses.

Covington firm will provide AMR with a 15% discount off of its
standard rates due to their long-standing client relationship and
volume of work performed, according to court filings.

Nigel Howard, Esq., a partner at Covington, said the firm does
not represent any interest adverse to AMR and its affiliated
debtors.

                      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.

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.

AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

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 Taps Heidrick as Consultant
--------------------------------------------------------
The Official Committee of Unsecured Creditors in AMR Corp.'s cases
asks the U.S. Bankruptcy Court in Manhattan for approval to hire
Heidrick & Struggles as its consultant.

The committee tapped Heidrick to assist in the recruitment of new
non-executive directors, and in the assessment of the new board
structure for the new American Airlines Inc.

The move came after the airline's parent AMR Corp. and US Airways
Group Inc. announced an $11 billion deal, which calls for the
merger of the two airlines to create a premier global carrier.

Heidrick will be compensated for services rendered at a flat rate
of $650,000, invoiced in monthly increments of $200,000 each.
The firm will also receive reimbursement for work-related
expenses.

The firm is a "disinterested person" as defined by Section
101(14) of the Bankruptcy Code and does not hold or represent
interest adverse to the interests of the AMR estate, according to
a declaration by   Heidrick Vice-Chairman Theodore Dysart.

                      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.

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.

AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

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: Consolidated PRASM Increased 4.7% in February
----------------------------------------------------------------
AMR Corporation reported February 2013 consolidated revenue and
traffic results for its principal subsidiary, American Airlines,
Inc., and its wholly owned subsidiary, AMR Eagle Holding
Corporation.

Consolidated load factor in February was an all-time record high
for the month, at 77.9%, 2.6 points higher versus the same period
last year.  Consolidated capacity and traffic were 4.4% and 1.1%
lower year-over-year, respectively.

Domestic capacity and traffic were 5.0% and 1.3% lower year-over-
year, respectively, resulting in a domestic load factor of 81.2%,
3.0 points higher compared to the same period last year.

International load factor of 74.6% was 2.2 points higher year-
over-year, as traffic decreased 0.8% on 3.8% less capacity.  The
Pacific entity recorded the highest load factor of 78.1%, an
increase of 7.6 points versus February 2012.

February's consolidated passenger revenue per available seat mile
(PRASM) increased an estimated 4.7% versus the same period last
year.  On a consolidated basis, the company boarded 7.9 million
passengers in February.

A copy of the detailed results is available for free at:

                       http://is.gd/ldKdTK

                      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.

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.

AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

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 AIRWAYS: Judge OKs Aircraft Deal with Republic Airlines
----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that a New York
bankruptcy judge on Tuesday gave American Airlines Inc. the go-
ahead to purchase 47 aircraft from regional carrier Republic
Airlines Inc., casting aside the protests of American Eagle Inc.
unions.

The report related that the deal provides American with 47 76-seat
planes over 12 years. American did not release the cost of the
deal in court filings, and an attorney for the company said
Tuesday that the airline is very concerned about keeping the
dollar amount under wraps, the BLaw360 report said.

                      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.

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.

AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.  The deal is
subject to clearance by U.S. and foreign regulators and by the
bankruptcy judge overseeing AMR's bankruptcy case.

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 INT'L GROUP: Ex-CEO Forges Ahead with Suit over Bailout
----------------------------------------------------------------
Michael J. De la Merced, writing for The New York Times' DealBook
reported that the American International Group's former chief
executive is moving ahead with a lawsuit against the federal
government over its $182 billion rescue of the insurer -- even
without the backing of the company itself.

A.I.G.'s former leader, Maurice R. Greenberg, filed an amended
complaint against the government on Tuesday, largely restating his
arguments that 2008 bailout of the insurer was unconstitutional
and wrongly cheated shareholders out of billions of dollars,
according to the NY Times report.  His case received support on
Monday, when the federal judge overseeing the case granted the
lawsuit class-action status.

The NY Times related that A.I.G. itself declined to join the
lawsuit in January, after the insurer faced an enormous public
uproar over the prospect of suing the source of its lifeline.
Lawmakers and others had strongly criticized the company after The
New York Times reported on the deliberations, with some
legislators deeming it "the poster company for corporate
ingratitude and chutzpah."

By forgoing the lawsuit, A.I.G. risks missing out on billions of
dollars that Mr. Greenberg and his fellow plaintiffs would garner
if they win, the NY Times said.  That might also invite a
multitude of lawsuits against the insurer.

In the amended complaint, filed by Mr. Greenberg's Starr
International Company, lawyers for Mr. Greenberg argued that
A.I.G. was under pressure from its onetime largest shareholder,
the federal government, not to join the legal fight, according to
the NY Times.


AMN HEALTHCARE: Moody's Changes Outlook on Ba3 CFR to Positive
--------------------------------------------------------------
Moody's Investors Service affirmed AMN Healthcare Inc.'s Ba3
corporate family rating and B1-PD probability of default rating,
and revised the rating outlook to positive from stable.

The positive outlook reflects AMN's significant deleveraging
during 2012 as a result of both debt repayment and earnings
growth, as well as Moody's expectations of continued EBITDA
improvement in 2013 as nurse staffing demand recovers further with
improved economic conditions.

The following ratings were affirmed (with LGD point estimates
revised):

Issuer: AMN Healthcare, Inc.

Corporate Family Rating, at Ba3

Probability of Default Rating, at B1-PD

$50 million Senior Secured Revolving Credit Facility due 2017, at
Ba2 (LGD2-22% from LGD2-24%)

$160 million (original face value $200 million) Senior Secured
Term Loan due 2018, at Ba2 (LGD2-22% from LGD2-24%)

Speculative-Grade Liquidity Rating, at SGL-2

Ratings Rationale:

The Ba3 Corporate Family Rating is primarily constrained by the
highly cyclical nature of the company's nurse and allied staffing
segment, and its modest scale and narrow focus relative to larger,
more diversified staffing industry peers. The CFR reflects the
meaningful improvement in credit metrics during 2012 as a result
of earnings growth, debt repayment and repricing, as well as the
company's growth potential driven by increased penetration of
managed service programs. The CFR also continues to benefit from
AMN's leading market position in the temporary healthcare staffing
industry, diversified customer base, favorable long-term industry
trends and good liquidity position.

The positive outlook anticipates continued moderate earnings
improvement, and expectations for leverage to trend towards the
mid 2 times debt/EBITDA in the next 12 to 18 months. The outlook
also assumes that AMN will maintain its good liquidity position.

The ratings could be upgraded if AMN reduces debt or grows
earnings such that Moody's expects that financial leverage and
free cash flow to debt could be sustained below 3.5 times and
above 10%, respectively, through the economic cycle.

The outlook could be stabilized if AMN does not improve its
leverage though continued debt repayment and earnings growth, or
if liquidity deteriorates. The ratings could be downgraded if
Moody's expects debt/EBITDA to be sustained above 4.5 times. Debt-
financed acquisitions, shareholder-friendly activities and reduced
cash flow generation could also have negative rating implications.

The methodologies used in this rating were Global Business &
Consumer Service Industry Rating Methodology published in October
2010, and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

AMN Healthcare Services, Inc. is a leading healthcare staffing
provider in the United States. The company recruits physicians,
nurses and allied health professionals, and places them on
assignments at acute care hospitals, physician practice groups,
and other healthcare settings. For the year ended December 31,
2012, AMN reported revenues of approximately $954 million.


ARROW ALUMINUM: Secured Creditors' Transfer Request Denied
----------------------------------------------------------
Judge Jennie D. Latta of the U.S. Bankruptcy Court for the Western
District of Tennessee, Western Division, entered an order
conditionally denying First Citizens National Bank's request for
the transfer of Arrow Aluminum Industries, Inc.'s Chapter 11 case
to the Eastern Division at Jackson, Tennessee.  Judge Latta said
that in the event a transfer is still desired on or after Aug. 27,
2013, First Citizens may renew the motion.

First Citizens is a secured creditor having security in certain
property of the Debtor located in Weakley County, Tennessee.
First Citizens noted in its transfer motion that, according to the
Debtor's schedules, the Debtor is a corporation with its principal
business location and business assets located in Weakly County,
Tennessee.

                       About Arrow Aluminum

Arrow Aluminum Industries, Inc., filed a Chapter 11 petition
(Bankr. W.D. Tenn. Case No. 13-21470) in Memphis on Feb. 11, 2013.
The petition was signed by William Ted Blackwell as president.
The Debtor has scheduled assets of $126,246,137 and scheduled
liabilities of $3,130,103.  The Debtor is represented by
Harris Shelton Hanover Walsh, PLLC.

Arrow Aluminum previously sought Chapter 11 protection (Case No.
12-1348) in December but the case was promptly dismissed.  In
that case, the U.S. Trustee sought dismissal or conversion to
Chapter 7, while Citizens National Bank sought appointment of a
Chapter 11 trustee to take over management of the Debtor's
properties.


ASARCO LLC: $80M CERCLA Contribution Suit Paused
------------------------------------------------
Gavin Broady of BankruptcyLaw360 reported that a Missouri federal
judge on Monday halted Asarco LLC's $80 million environmental
cleanup contribution lawsuit over the bankrupt mining company's
objections, saying he could not rule on how much the defendants
might owe until the total cost of cleanup is determined.

The report related that U.S. District Judge John A. Ross stayed
proceedings in the dispute, including a barrage of pending
dismissal motions brought by the defendants. He said it would be
more efficient to wait until the government reached a final
determination on the costs of pollution at various sites, the
BLaw360 report added.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ATHERTON BAPTIST: Fitch Cuts Ratings on Series 2010A Bonds to 'B+'
------------------------------------------------------------------
Fitch Ratings has downgraded the rating on approximately $35.3
million series 2010A and B bonds issued by the city of Alhambra,
CA on behalf of Atherton Baptist Homes to 'B+' from 'BB'.

The Rating Outlook is revised to Stable from Negative.

SECURITY

The bonds are secured by gross revenue pledge, mortgage, and debt
service reserve fund.

KEY RATING DRIVERS

WEAK FINANCIAL PROFILE: The rating downgrade reflects Atherton's
continued weak financial performance, which was the result of
ongoing challenges with occupancy in 2012 (Dec. 31 year end;
unaudited interim financials). Atherton's financial profile is
characterized by low liquidity, poor profitability and inability
to meet debt service coverage. In addition, there is concern with
Atherton's ability to reach stabilization on its Courtyard project
(50 independent living unit (ILU) expansion that opened in June
2011), which will pressure Atherton to meet its bond covenant
calculations, which are required to be met beginning in fiscal
2014.

CONTINUED CHALLENGES WITH OCCUPANCY: Atherton's ILU occupancy has
remained around 82%-83% over the last three years while the
Courtyard has been slow to fill with 30 of the 50 units occupied
as of the end of 2012. The missed occupancy targets resulted in a
consultant call in and a management report, which suggested
several recommendations, including personnel changes in the sales
and marketing department as well as increased management
accountability. These recommendations have recently been adopted,
notably the split of the sales and marketing functions and the
hiring of a new Director of Sales in January 2013.

MANAGEMENT PRACTICES A CREDIT CONCERN: Management was slow in
addressing the occupancy issues and has only recently restructured
the sales and marketing staff after numerous consultant
engagements have made these similar recommendations. In addition,
management is finally implementing expense cuts to address poor
profitability with a bottom line loss of $3.2 million in fiscal
2012 and an original budget of negative $3.8 million for fiscal
2013. The unexpected departure of Atherton's chief operating
officer and the chief executive officer residing in another state
are additional concerns about management.

SUCCESSFUL SALES AND MARKETING EXECUTION IS KEY: It is imperative
that Atherton achieves stabilized occupancy in a timely manner to
pay down the remaining $6 million of 2010B bonds that is due in
2017 as well as provide sufficient cash flow to cover its debt
service requirements. Debt service coverage (including turnover
entrance fees only) was below 1x in 2011 and 2012.

LIMITED FINANCIAL FLEXIBILITY: Atherton's liquidity position is
very low and provides limited financial flexibility if improved
occupancy does not occur. At Dec. 31, 2012, Atherton had $6.2
million of unrestricted cash and investments, which equated to
2.2x cushion ratio and 17.5% cash to debt.

RATING SENSITIVITIES

FAILURE TO IMPROVE DEBT SERVICE COVERAGE: The inability to meet
required debt service coverage level (1.2x) in fiscal 2014 and
beyond would result in further downward rating pressure.

CREDIT PROFILE

The rating downgrade is due to Fitch's concern about management's
ability to generate sufficient entrance fee receipts to support
its debt service requirements as Atherton has had a history of
missed occupancy targets with a slow response to rectifying issues
identified in prior consultant engagements. Atherton needs to
improve occupancy to generate sufficient entrance fee receipts to
cover its debt service requirements beginning in fiscal 2014.
Atherton budgeted 140 of 170 (82.4%) occupancy in its Classic
units (existing ILUs) and 37 of 50 (74%) occupancy in its
Courtyard units for 2012 compared to actual of 81.8% and 60%,
respectively.

The Courtyard project was part of Atherton's campus improvement
plan. The project added 50 ILUs to the existing campus and
included the renovation and upgrade of existing common facilities.
The total construction cost was $33.4 million and the Courtyard
opened on time and within budget in June 2011.

Atherton issued $29.3 million fixed rate series 2010A bonds and
$14.64 million of series 2010B bonds to fund the project.

The series 2010B bonds are being paid down with initial entrance
fees generated from the Courtyard project. Atherton has had to use
some of the initial entrance receipts to cover operating
shortfalls and to maintain a required $2 million operating reserve
fund (included in unrestricted cash and investments). Total
initial entrance fees received to date is $10.5 million and the
remaining par amount of the series 2010B bonds is $6.02 million.
The final maturity of the series 2010B bonds is Jan. 1, 2017,
however, management expects to continue to redeem the 2010B bonds
as initial entrance fees are received and the current projection
is to sell 16 Courtyard units (average entrance fee of $350,000)
in 2013.

Occupancy has dropped in its existing ILUs (Classic - 170 units)
to 81.8% in 2012 from 82.4% in 2011 and 82.9% in 2010. Fill up of
the Courtyard has been slow with 30 units occupied in 2012 (four
move-ins during the year) compared to 26 units in 2011 (when
Courtyard initially opened). Total move-ins were 27 in 2012, 42 in
2011, seven in 2010 and 13 in 2009. Greenbrier was engaged as a
management consultant to cure the missed occupancy targets under
the bond documents. The report by Greenbrier in August 2012 had
several recommendations for management regarding following best
practices in sales especially utilizing its lead management system
and holding sales staff accountable. Atherton has restructured its
sales and marketing staff and split the two functions. A new
Director of Sales was hired in January 2013. Although these
changes are viewed favorably, a track record of sales targets
being met will need to be demonstrated.

As of March 8, 2013, sales activity has been much higher than
historical performance. To date, there have been 10 sales and
there are nine additional in the pipeline. Current occupancy in
the Classic units is 84.7% and 31 (62%) of the Courtyard units are
occupied. Current marketing initiatives include targeted marketing
campaigns featuring resident testimonials, more events on campus,
and additional entrance fee pricing options on the Courtyard
units. Fitch believes there is potential for improved occupancy as
Atherton has a good position in a market with decreased
competition (two competitors have exited the market), good pricing
relative to local housing prices, and ability to draw from area
churches.

Atherton's financial profile is characteristic of a non-investment
grade credit with a high debt burden, poor profitability, and
light liquidity. Fitch used maximum annual debt service (MADS) of
$2.8 million, which assumes the series 2010B bonds remain
outstanding through 2017. MADS would be $2.557 million after the
paydown of the series 2010B bonds (currently expected in 2013).
MADS comprised 16.5% of total revenue in 2012. Currently, MADS
cannot be covered by turnover entrance fees and was 0.8x in 2012.

Profitability has been poor with operating ratios in excess of
100% and the management of workers' compensation claims became an
issue and will result in higher than expected expenses in 2013.
Management has implemented a cost reduction initiative which
totals approximately 3.8% of total expenses ($800,000) and the
savings will mainly be in the area of employee benefit costs.
Revenue enhancement initiatives include bringing therapy services
on site and increasing its Medicare census in its skilled nursing
unit.

Atherton's fiscal 2013 budget has a negative $3.8 million bottom
line (prior to $800,000 cost reduction initiative). However, net
entrance fees from turnover units are budgeted at $5.2 million (36
Classic units), which will bring debt service coverage to 2x. The
ability to achieve the $5.2 million would be impressive as
Atherton's recent history of net entrance fees from turnover units
has been $1.36 million in fiscal 2012, $1.2 million in 2011,
$733,000 in 2010, and $1.765 million in 2009.

Unrestricted cash and investments totaled only $6.2 million as of
Dec. 31, 2012, which translated to a low 132.7 days cash on hand
and a very light 17.5% cash to debt. Atherton has a liquidity
covenant of maintaining at least 180 days cash on hand starting in
fiscal 2014. Fitch believes Atherton's asset allocation targets
are aggressive for its rating level with 75% equities and 25%
fixed income securities. Projected capital needs are approximately
$1 million a year.

The Stable Outlook reflects Fitch's belief that Atherton's rating
is stabilized at the lower rating level. In addition, the momentum
of stronger than historical sales activity through year to date
2013 is encouraging. However, the inability to meet required debt
service coverage level (1.2x) in fiscal 2014 and beyond would
result in further downward rating pressure.

Atherton Baptist Homes is a Type C continuing care retirement
community (CCRC) located in Alhambra, CA with 170 Classic ILUs, 50
Courtyard ILUs 38 ALU, and 99 SNF beds. Total revenue in fiscal
2012 was $16.4 million. Disclosure is excellent with monthly
financials and occupancy statistics posted on EMMA. In addition,
management hosts quarterly investor calls.


ATP OIL: Hon. D. Jones Named Mediator in Diamond Offshore Dispute
-----------------------------------------------------------------
The Honorable David R. Jones has been appointed as mediator of all
dispustes between Diamond Offshore Company and ATP Oil & Gas
Corporation, including an adversary complaint and in ATP Oil's
bankruptcy case.

The Oct. 8, 2012 edition of the Troubled Company Reporter related
that Diamond Offshore Company filed with the U.S. Bankruptcy Court
a lawsuit against ATP Oil & Gas seeking a declaratory judgment.
According to the suit, on August 4, 2008, ATP and Diamond entered
into a Domestic Daywork Drilling Contract - Offshore, under which
(i) Diamond agreed and committed to conduct drilling and related
operations on oil and gas leases owned by ATP using a drilling
unit and personnel provided by Diamond.  Diamond alleged that ATP
has failed to pay Diamond the net profit amount due July 30, 2012
which totals over $2.5 million.  Diamond is seeking a declaratory
judgment that the net profit amounts are (a) property of Diamond
and not property of the Debtor's estate and (b) not executory
contract or lease interests that the Debtor may reject.

Judge Jones will be acting in his official capacity as a United
States Bankruptcy Judge at all times and is entitled to absolute
judicial immunity in his role as a mediator.

The mediation will occur on March 19, 2013, starting at 9:00 a.m.
The mediation will be subject to all confidentiality rules
normally applicable to mediations conducted in a federal court.

The Debtor and Diamond will appear at the mediation, with counsel
and with one or more representatives who are fully authorized to
settle all disputes, subject only to Court approval of a 9019
motion.

The Official Committee of Unsecured Creditors and Credit Suisse AG
are ordered to have counsel present at the mediation. Each must
have a client representative who is authorized to make
recommendations to the Committee or the DIP lending group, as the
case may be.  Other parties to the adversary proceeding may attend
the mediation by notifying Judge Jones' case manager of the
party's intention to attend.

                           About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor
and Jefferies & Company is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

ATP reported a net loss of $145.1 million in the first quarter
on revenue of $146.6 million. Income from operations in the
quarter was $11.8 million.  For 2011, the net loss was
$210.5 million on revenue of $687.2 million.

An official committee of unsecured creditors has been appointed in
the case.


ATP OIL: Wants to Tap Motley Rice, Fayard & Honeycutt on BP Claim
-----------------------------------------------------------------
ATP Oil & Gas Corporation is seeking bankruptcy court approval to
employ Motley Rice LLC and Fayard & Honeycutt, APC as special
counsel in relation to the investigation and prosecution of its
claims related to the April 2010 blowout of BP's Macondo well and
the resulting explosion of the Deepwater Horizon in the Gulf of
Mexico.

In January 2013, with the assistance of the Firms, the Debtor has
submitted a claim to BP under the Oil Pollution Act of 1990 for
loss of profits and earning capacity as a result of the Deepwater
Horizon Spill in an amount not less than $3.01 billion.

The Debtor proposes to pay the Firms' services on a contingency
fee basis.  In particular, the Firms will be entitled to receive,
1/3 of any gross recovery on account of the Claims.  The Firms
will also be entitled to the reimbursement of actual and necessary
expenses.

In separate affidavits, Joseph F. Rice, Esq. of Motley Rice; and
Calvin C. Fayard, Jr., Esq. of Fayard & Honeycutt aver that their
firms do not have any connection with the Debtor's creditors and
are "disinterested persons" as defined under Sec. 101(14) of the
Bankruptcy Code.

The Firms' contact details are:

          Joseph R. Rice, Esq.
          MOTLEY RICE LLC
          28 Bridgeside Boulevard
          Mount Pleasant, South Carolina 29464
          Tel: (843)216-9000
          Fax: (843)216-9290
          E-mail: jrice@motleyrice.com

               -- and --

          Calvin C. Fayard, Jr., Esq.
          FAYARD & HONEYCUTT, APC
          519 Florida Avenue, SW
          Denham Springs, LA 70726
          Tel: (225)664-4193
          E-mail: calvinfayard@fayardlaw.com

                        About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor
and Jefferies & Company is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

ATP reported a net loss of $145.1 million in the first quarter
on revenue of $146.6 million. Income from operations in the
quarter was $11.8 million.  For 2011, the net loss was
$210.5 million on revenue of $687.2 million.

An official committee of unsecured creditors has been appointed in
the case.


ATP OIL: Inks Fee Reduction Settlement with PwC
-----------------------------------------------
ATP Oil & Gas Corporation has reached a settlement with
PricewaterhouseCoopers, by which the Debtor agree to pay the firm
$864,499, in full and final settlement of outstanding fees and
expenses requested in the firm's first interim fee application.

PwC was retained by the Debtor to provide independent auditing
services with respect to the Debtor's consolidated financial
statements for December 31, 2012, culminating in the production of
an integrated audit report.  The firm was to be paid a $1,870,000
fixed fee for the services.

By its First Interim Fee Application for the period Aug. 17, 2012
through Nov. 30, 2012, PwC seeks payment of $1,613,344 in
outstanding fees and expenses.

However, in December 2012, the ATP has determined that it no
longer required delivery of an Integrated Audit Report.

To this end, the Debtor negotiated with PwC for a reduction of
outstanding fees and expenses considering that payment for the
Integrated Audit Report was approved as a fixed fee.

The Debtor now seeks bankruptcy court approval of its fee
settlement with PwC.

                        About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor
and Jefferies & Company is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

ATP reported a net loss of $145.1 million in the first quarter
on revenue of $146.6 million. Income from operations in the
quarter was $11.8 million.  For 2011, the net loss was
$210.5 million on revenue of $687.2 million.

An official committee of unsecured creditors has been appointed in
the case.


AVANTAIR INC: Marxe & Greenhouse Hold 30% Stake at Feb. 28
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Austin W. Marxe and David M. Greenhouse
disclosed that, as of Feb. 28, 2013, they beneficially own
15,185,087 shares of common stock of Avantair, Inc., representing
30.8% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/moar1W

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company's balance sheet at Dec. 31, 2012, showed $81.56
million in total assets, $120.25 million in total liabilities,
$14.84 million in series a convertible preferred stock, and a
$53.53 million total stockholders' deficit.


BEAZER HOMES: 7.50% Convertible Notes Delisted From NYSE
--------------------------------------------------------
The New York Stock Exchange LLC filed a Form 25 with the U.S.
Securities and Exchange Commission to remove from listing or
registration the 7.50% Mandatory Convertible Subordinated Notes
due Jan. 15, 2013, of Beazer Homes USA Inc.

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at Dec. 31, 2012, showed $1.92 billion
in total assets, $1.67 billion in total liabilities and $242.61
million in total stockholders' equity.

Beazer Homes incurred a net loss of $145.32 million for the fiscal
year ended Sept. 30, 2012, a net loss of $204.85 million for the
fiscal year ended Sept. 30, 2011, and a net loss of $34.04 million
for the fiscal year ended Sept. 30, 2010.

                           *     *     *

Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.

In the Jan. 30, 2013, edition of the TCR, Moody's Investors
Service raised Beazer Homes USA, Inc.'s corporate family rating to
Caa1 from Caa2 and probability of default rating to Caa1-PD from
Caa2-PD.  The ratings upgrade reflects Moody's increasing
confidence that Beazer's credit metrics, buoyed by a stregthening
housing market, will gradually improve for at least the next two
years and that the company may be able to return to a modestly
profitable position as early as fiscal 2014.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the Stable
Outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BIG M: Court Approves Cooley LLP as Committee Attorney
------------------------------------------------------
The Official Committee of Unsecured Creditors of Big M, Inc.
sought and obtained approval from the U.S. Bankruptcy Court to
retain Cooley LLP as its counsel, nunc pro tunc to Jan. 16, 2013.

Cooley has agreed to reduce its standard hourly rates by 10% for
this engagement.  The firm's rates are:

  Professional          Position     Reduced Rate
  ------------          --------     ------------
  Jay R. Indyke         Partner         $805.50
  Richard S. Kanowitz   Partner         $715.50

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

                            About Big M

Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez,
and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC,
funding the Chapter 11 effort.

The Mandee brand is a juniors fashion retailer with 84 stores in
Illinois and along the East Coast. Annie sez is a discount
department-store retailer for women with 35 stores. Afaze is
10-store jewelry and accessory chain.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.  PricewaterhouseCoopers LLP has
been tapped to serve as financial advisor.  GRL Capital Advisors
LLC's Glenn R. Langberg has been hired to serve as chief
restructuring officer.

The Debtor estimated up to $100 million in both assets and
liabilities.


BIG M: Files Schedules of Assets and Liabilities
------------------------------------------------
Big M, Inc. filed with the Bankruptcy Court for the District of
New Jersey its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                         $0
  B. Personal Property            $21,384,430
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $4,989,565
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $16,384,491
                                 -----------      -----------
        TOTAL                    $21,384,430      $21,374,057

                            About Big M

Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez,
and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC,
funding the Chapter 11 effort.

The Mandee brand is a juniors fashion retailer with 84 stores in
Illinois and along the East Coast. Annie sez is a discount
department-store retailer for women with 35 stores. Afaze is
10-store jewelry and accessory chain.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.  PricewaterhouseCoopers LLP has
been tapped to serve as financial advisor.  GRL Capital Advisors
LLC's Glenn R. Langberg has been hired to serve as chief
restructuring officer.

The Debtor estimated up to $100 million in both assets and
liabilities.


BION ENVIRONMENTAL: Backs Nitrogen Reductions Purchase Programs
---------------------------------------------------------------
During February 2013 Bion Environmental Technologies, Inc.,
intensified its previously disclosed political and lobbying
efforts in Pennsylvania to support establishment of programs for
purchase of nitrogen reductions consistent with the Pennsylvania
Legislative Budget and Finance Committee's recently published
study detailing the economic and environmental benefits that would
result from the implementation of a competitively bid, request for
proposal (RFP) program for nitrogen reductions to fulfill
Pennsylvania's obligations under the US EPA-mandated Chesapeake
Bay Total Maximum Daily Load (CB TMDL).  Links to both the full
report and a summary are available on the homepage of Bion's Web
site at www.biontech.com.  Bion's efforts have included meetings
with numerous governmental (from local and county level up through
state level legislative and executive officials) and non-
governmental organizations and stakeholders.  The Company
anticipates that those efforts will continue throughout the next
several months with the goal of securing appropriate legislation
and administrative rulings related to such a nitrogen reduction
purchase program.

A portion of the Company's efforts on this matter will take place
as part of an ad hoc 'coalition' named 'Coalition for an
Affordable Bay Solution' with other stakeholders (including
livestock industry producer groups and other technology providers)
who agree with Bion's positions and goals.  Mr. Edward Schafer,
Bion's Executive Chairman, will head the CABS coalition.

Additionally, during February 2013, the Company further
intensified its activities aimed at commencing development of its
initial Integrated Project in Pennsylvania later this calendar
year.  These efforts have included meetings with Pennsylvania
stakeholders and large agri-industry companies related to the
initial Integrated Project.  The Company anticipates that its
efforts in this area will be continuing for the rest of this year.

                     About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).

The Company reported a net loss applicable to the Company's common
stockholders of $7.35 million on $0 of revenue for the year ended
June 30, 2012, compared with a net loss applicable to the
Company's common stockholders of $7.54 million on $0 of revenue
for the same period during the prior year.

GHP Horwath, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended June 30, 2012.  The independent auditors noted
that the Company has not generated revenue and has suffered
recurring losses from operations which raise substantial doubt
about its ability to continue as a going concern.

The Company's balance sheet at Dec. 31, 2012, showed $8.27 million
in total assets, $10.11 million in total liabilities, $20,400 in
Series B Redeemable Convertible Preferred Stock, and a
$1.85 million total deficit.


BIOVEST INTERNATIONAL: Two Directors Quit from Board
----------------------------------------------------
Biovest International, Inc., accepted the resignations of Francis
E. O'Donnell, Jr., M.D., as executive chairman and director of the
Company and Christopher C. Chapman, M.D., as director and member
of the Compensation Committee and the Nominating and Governance
Committee of the Board.  The resignations were voluntary and did
not result from any disagreement with the Company.

                     About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on
Nov. 10, 2008.  Biovest emerged from Chapter 11 protection, and
its reorganization plan became effective, on Nov. 17, 2010.

Biovest International Inc., filed a petition for Chapter 11
reorganization (Bankr. M.D. Fla. Case No. 13-02892) on March 6,
2013, in Tampa, Florida.  The new bankruptcy case was accompanied
by a proposed reorganization plan supported by secured lenders
owed about $38.5 million.  Total debt is $44.9 million, with
assets listed in a court filing as being valued at $4.7 million.
About $5.4 million is owing to unsecured creditors, according to a
court paper.


BONDS.COM GROUP: Oak Investment Holds 70.7% Stake at Oct. 17
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Oak Investment Partners XII, Limited
Partnership and its affiliates disclosed that, as of Oct. 17,
2012, they beneficially own 235,365,737 shares of common stock of
Bonds.com Group, Inc., representing 70.7% of the shares
outstanding.  Oak Investment previously reported beneficial
ownership of 229,337,631 common shares or a 68.7% equity stake as
of June 8, 2012.

On Feb. 28, 2013, the Company, Oak Investment Partners XII and the
other parties thereto entered into an Amended and Restated Series
E Stockholders' Agreement.  The Amended and Restated Series E
Stockholders' Agreement was entered in connection with the
purchase of shares of Series E-2 Preferred Stock and  warrants
exercisable for shares of Common Stock by Trimarc Capital Fund,
L.P., pursuant to the Unit Purchase Agreement, dated as of
Feb. 28, 2013, by and between Trimarc and the Company.  In
connection with, and as a condition to, the transactions
contemplated by the Trimarc Purchase Agreement, Trimarc executed
the Amended and Restated Series E Stockholders? Agreement.
Trimarc is not affiliated with the Reporting Persons.  However, by
virtue of its ownership of Series E-2 Preferred Stock and its
entry into the Amended and Restated Series E Stockholders'
Agreement, Trimarc may be deemed to be a Non-Reporting Person for
purposes of the Schedule 13D.

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

                        http://is.gd/o3eHgd

                       About Bonds.com Group

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

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

The Company reported a net loss of $14.45 million in 2011,
compared with a net loss of $12.51 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $9.45 million in total
assets, $11.12 million in total liabilities and a $1.67 million
total stockholders' deficit.

Daszkal Bolton LLP, in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2011, citing recurring losses and
negative cash flows from operations that raise substantial doubt
about the Company's ability to continue as a going concern.


BONDS.COM GROUP: GFINet Inc Discloses 63.1% Stake at Oct. 17
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, GFINet Inc. and GFI Group Inc. disclosed
that, as of Oct. 17, 2012, they beneficially own 166,832,265
shares of common stock of Bonds.com Group, Inc., representing
63.1% of the shares outstanding.  GFINet previously reported
beneficial ownership of 162,130,097 common shares or a 60.8%
equity stake as of June 8, 2012.

On Feb. 28, 2013, the Company, GFINet and the other parties
thereto entered into an Amended and Restated Series E
Stockholders' Agreement.  The Amended and Restated Series E
Stockholders' Agreement was entered in connection with the
purchase of shares of Series E-2 Preferred Stock and warrants
exercisable for shares of Common Stock by Trimarc Capital Fund,
L.P., pursuant to the Unit Purchase Agreement, dated as of
Feb. 28, 2013, by and between Trimarc and the Company.  In
connection with, and as a condition to the transactions
contemplated by, the Trimarc Purchase Agreement, Trimarc executed
the Amended and Restated Series E Stockholders' Agreement.
Trimarc is not affiliated with the Reporting Persons.  However, by
virtue of its ownership of Series E-2 Preferred Stock and its
entry into the Amended and Restated Series E Stockholders'
Agreement, Trimarc may be deemed to be a Non-Reporting Person
Stockholder for purposes of the Schedule 13D.

A copy of the amended regulatory filing is available for free at
http://is.gd/OaKjhj

                       About Bonds.com Group

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

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

The Company reported a net loss of $14.45 million in 2011,
compared with a net loss of $12.51 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $9.45 million in total
assets, $11.12 million in total liabilities and a $1.67 million
total stockholders' deficit.

Daszkal Bolton LLP, in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2011, citing recurring losses and
negative cash flows from operations that raise substantial doubt
about the Company's ability to continue as a going concern.

BRONX PARKING: Retains Bankruptcy Law Firm
------------------------------------------
Martin Z. Braun, writing for Bloomberg News, reported that the
operator of parking garages at the new Yankee Stadium, which
haven't generated enough revenue to pay $240 million in tax-exempt
debt, has hired bankruptcy attorneys, according to a securities
filing.

Bronx Parking Development Corp. will pay Willkie Farr & Gallagher
$18,750 a month to serve as bankruptcy counsel, according to the
corporation's 2013 operating budget filed with the Municipal
Securities Rulemaking Board, the Bloomberg report said.

Bronx Parking is in discussions with creditors and isn't planning
a bankruptcy filing, Edward Moran, the firm's chief restructuring
officer, in a telephone interview with Bloomberg.  "We're still
trying to work things through with bondholders," Moran said,
declining to offer specifics. "It's very, very delicate times."

The garages and lots, which have about 9,300 spaces, have suffered
as more fans take public transportation to Major League Baseball
games and drivers balk at paying $35 to park, according to
Bloomberg.  The facilities averaged about 4,000 cars on event days
and had an occupancy rate of 43 percent, according to filings. The
Yankees have exclusive use of 600 spaces.

Nuveen Asset Management is the biggest holder of Bronx Parking
debt, with $116.1 million of bonds maturing in 2037 and 2046 as of
Feb. 28, according to data compiled by Bloomberg. The Chicago-
based company held $15 million in bonds maturing in 2017 and 2027
as of Jan. 31.  Bonds maturing in 2046 traded on March 8 at 42.5
cents on the dollar, the data show.

Bloomberg related that Bronx Parking issued $237.6 million of
municipal bonds in 2007 through New York City's Industrial
Development Agency to build three garages, renovate two others and
refurbish six lots near the 50,287-seat Yankee Stadium. It opened
in 2009 adjacent to the site of the team's old ballpark.  The
project received a $70 million subsidy from New York state and
about $39 million from the city, according to Bloomberg.

Bronx Parking's next interest payment of $6.9 million is due April
1 and there is an $8.1 million payment due Oct. 1, Bloomberg
added.

Bloomberg further said the corporation had about $13.5 million in
various funds as of Dec. 31, 2012 which will decline to about $6
million at the end of 2013, according to the budget. Net operating
income is forecast at $4.8 million.


CAREY LIMOUSINE: Mediation Brings Parties Together on Plan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Carey Limousine L.A. Inc. used mediation to reach an
agreement with the official creditors' committee on a
reorganization plan carving out $1.1 million for unsecured
creditors with $5 million in claims.

According to the report, the predicted recovery is 21.8%,
according to the proposed disclosure statement explaining the
Chapter 11 plan.  The plan and disclosure statement were both
filed on March 8 in U.S. Bankruptcy Court in Wilmington, Delaware.

The report discloses that in exchange for providing the
$1.1 million to fund payment for unsecured creditors, an affiliate
named Carey International Inc. will become the new owner.  Secured
claims won't be affected.

There will be an April 16 hearing for approval of disclosure
materials.  The company is seeking a confirmation hearing on
May 30 for approval of the plan.

                       About Carey Limousine

Carey Limousine L.A., Inc., a subsidiary of Carey International,
is one of the largest chauffeured transportation services
companies in Southern California.  Carey Limousine filed a Chapter
11 petition (Bankr. D. Del. Case No. 12-12664) on Sept. 25, 2012.

The Debtor operates from a centralized location with convenient
proximity to Los Angeles International Airport, Beverly Hills,
Downtown Los Angeles, and other centers of business and tourism
in Southern California.  The Debtor has 17 employees and utilized
30 independent owner-operators.  Seventeen farm-out companies,
providing chauffeurs, fulfill overflow customer requests.

The Debtor estimated just under $500,000 in assets and at least
$100 million in liabilities.  The Debtor said it owes $146.6
million in term loans provided by lenders led by Highland
Financial Corp., as arranger and NexBank, SSB, as administrative
agent.

The Debtor has tapped Young, Conaway, Stargatt & Taylor, as
counsel; Willkie Farr & Gallagher LLP, as bankruptcy co-counsel;
and Kurtzman Carson Consultants LLC as the claims and notice
agent.


CASCADE BANCORP: Bank's Regulators Halt Cease-and-Desist Order
--------------------------------------------------------------
Cascade Bancorp, the holding company for Bank of the Cascades,
announced that the Bank's regulators have terminated the cease-
and-desist order put in place in August of 2009.  The Federal
Deposit Insurance Corporation and the Oregon Division of Finance
and Corporate Securities are the Bank's primary regulators.  In
connection with the termination of the Order, the Bank has entered
into a memorandum of understanding with its regulators.

"Relief from the Order underscores significant progress made at
Bank of the Cascades, and is a result of actions taken to
strengthen its financial position.  Importantly, we believe this
underscores the improvements in the economies of the communities
and customers we serve," said Terry Zink, CEO.  Termination of the
Order recognizes the Bank's improved capital position which
exceeds minimum capital ratios required to qualify as a 'well
capitalized' institution."

Zink continued, "We are very pleased the Bank returned to
profitability in 2012."  He added, "We will be announcing our
year-end and fourth quarter results prior to the end of March.  As
we have continued to move forward, we have also successfully
focused our efforts on lending to small business and consumers."
In that regard, the Bank is working hard to honor its commitment
to extend $1 billion in credit between 2012 and 2014.  "The
revitalization of our mortgage production in 2012 was a priority
accomplishment," said Zink.  "In this lower interest rate climate,
a local bank originator of mortgages can help customers reduce
mortgage costs while contributing to the real estate recovery."

"On behalf of Bank of the Cascades and its many great employees, I
would like to thank the community and our customers for their
support over the past several years in an environment that was
challenging to us all," said Ryan R. Patrick, Chairman of the
Board of Directors.  "The removal of the Order is a very positive
inflection point in the history of the Bank.  Our commitment to
the economic well-being and prosperity of our customers has always
been resolute; we look forward with confidence as we partner with
our local businesses and retail customers into an optimistic
future."

                       About Cascade Bancorp

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

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

Cascade reported a net loss of $47.27 million in 2011, a net loss
of $13.65 million in 2010, and a net loss of $114.83 million in
2009.

The Company's balance sheet at Sept. 30, 2012, showed $1.29
billion in total assets, $1.15 billion in total liabilities and
$139.27 million in total stockholders' equity.


CENTENNIAL BEVERAGE: Gets Final Order to Use Cash Collateral
------------------------------------------------------------
The bankruptcy judge in February signed off on an agreed final
order authorizing Centennial Beverage Group LLC to use cash
collateral until April 30, 2013.

The Debtor is strictly prohibited from using cash collateral
except in accordance with the cash collateral budget filed with
the Court.  The Debtor is required to submit a report to its
prepetition lender every Tuesday.

With regard to the provision in the budget for funding by the
Debtor to JWV Associates, Ltd. of term loan payments to secured
lender Compass Bank in the monthly amount of $146,963, the
Official Committee of Unsecured Creditors does not waive and
reserves the right to object that such monthly payment(s) should
not exceed $107,933. In addition, the parties reserve their right
to review and object to any updated budget incorporating changes
relating to the sale or rejection of the properties which the
Debtor currently leases from National Retail Properties.

Compass Bank is owed at least $6.08 million on a revolving loan
and $11.6 million under a term loan.  Compass Bank has consented
to the use of cash.

As adequate protection, the Debtor is granting the lender
additional and replacement security interests in the Debtor's
assets, an allowed superpriority administrative expense claim,
payment of postpetition interest, and reimbursement of out-of-
pocket disbursements.

                     About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) on Dec. 17, 2012, amid lower sales
brought by competition from big-box retailers.

The 75-year-old-company once had 70 stores throughout Texas. They
are now concentrated in the Dallas-Fort Worth area.  Sales for the
year ended in November were $158 million. Year-over-year, revenue
was down 50%, according to a court filing.

The Debtor estimated assets and debts in excess of $10 million as
of the Chapter 11 filing.  Liabilities include $17.4 million owing
to Compass Bank on a secured revolving credit and term loan.  The
Debtor also owes $15.5 million in unsecured subordinated debt and
$5 million to a wholesaler.

Robert Dew Albergotti, Esq., at Haynes and Boone, LLP, in Dallas,
serves as the Debtor's counsel.  RGS LLC serves as the Debtor's
financial advisor.

The Official Committee of Unsecured Creditors appointed in the
case has retained Munsch Hardt Kopf & Harr, P.C. as attorneys; and
Lain, Faulkner & Co., P.C. as financial advisors.


CENTENNIAL BEVERAGE: Hires Jack Martin as Special Counsel
---------------------------------------------------------
Centennial Beverage Group LLC asks the U.S. Bankruptcy Court for
permission to employ Jack Martin & Associates as special counsel,
effective as of the Petition Date.

JMA has extensive experience representing clients in connection
with legal issues relating to the Texas Alcoholic Beverage
Commission.  Moreover, JMA has begun working with the Debtor in
anticipation of potential interactions with the TABC.
Postpetition, JMA will continue to represent the Debtor in its
dealings with the TABC.

Compensation will be payable to JMA on an hourly basis, plus
reimbursement of actual, necessary expenses.  The primary
attorneys and paralegals within JMA who will represent Centennial
and their hourly rates for representing Centennial are:

  Professional                            Rates
  ------------                            -----
  M. Jack Martin III, Shareholder          $395
  Kimberly A. Frost, Shareholder           $375
  Lou Bright, Of Counsel                   $375
  Kyle V. Hill, Associate                  $275
  Amy Igo, Paralegal                       $150
  Rebecca Dacke, Paralegal                 $150

Prior to the petition date, JMA received a $15,000 retainer for
work to be performed by the firm during this bankruptcy case.

The firm can be reached at:

         M. Jack Martin, III, Esq.
         JACK MARTIN & ASSOCIATES
         3345 Bee Cave Rd., Suite 150
         Austin, TX 78746
         Tel: 512-473-0300
         Fax: 903-386-2714
         E-mail: jmartin@jmartinlaw.com

The Debtor believes JMA has no connection with creditors or other
parties with respect to the matters on which JMA is to be retained
that would prevent JMA from representing the Debtor.

                     About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas. They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November were
$158 million. Year-over-year, revenue was down 50%, according to a
court filing.  In its schedules, the Debtors disclosed $24,053,049
in assets and $48,451,881 in liabilities as of the Petition Date.
Robert Dew Albergotti, Esq., at Haynes and Boone, LLP, in Dallas,
serves as counsel to the Debtor.


CENTENNIAL BEVERAGE: Taps Haynes & Boone as Attorneys
-----------------------------------------------------
Centennial Beverage Group LLC filed papers with the Bankruptcy
Court seeking permission to employ Haynes & Boone, LLP as
attorneys, effective as of the Petition Date.

Compensation will be payable to Haynes on an hourly basis, plus
reimbursement of actual, necessary expenses incurred by Haynes.

The firm's rates are:

                                     Hourly
   Professional                      Rates
   ------------                      -----
   Robert D. Albergotti, Partner      $810
   Ian Peck, Partner                  $535
   John Middleton, Associate          $369
   Jarom Yates, Associate             $324
   Kimberly Morzak, Paralegal         $234

The Debtor believes that Haynes and Boone does not represent or
hold any interest adverse to the Debtor, and attests the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Prepetition, Haynes served as general corporate counsel to
Centennial.

                     About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas. They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November were
$158 million. Year-over-year, revenue was down 50%, according to a
court filing.  In its schedules, the Debtors disclosed $24,053,049
in assets and $48,451,881 in liabilities as of the Petition Date.
Robert Dew Albergotti, Esq., at Haynes and Boone, LLP, in Dallas,
serves as counsel to the Debtor.


CENTRAL ENERGY: RBI Demands $1.9 Million Payment From Regional
--------------------------------------------------------------
Regional Enterprises, Inc., a wholly-owned subsidiary of Central
Energy Partners LP, received, on March 1, 2013, a "Notice of
Default, Demand for Payment and Reservation of Rights" from RB
International Finance (USA) in connection with the Loan Agreement
dated as of July 26, 2007, between Regional (as successor by
assumption of obligations to Central Energy) and RBI.

The Loan Agreement relates to a $5,000,000 demand loan provided by
RBI to the Company and certain affiliates in connection with its
acquisition of Regional in July 2007.  The Loan was converted to a
term loan in June 2009 in connection with the Sixth Amendment,
Assumption of Obligations and Release Agreement between Regional,
Central Energy and RBI.  The Sixth Amendment provided for an
increase in the principal amount of the note to $4,250,000 as the
result of an "incremental loan" of $250,000, established a monthly
amortization for the principal amount of the Loan, increased the
annual interest rate to 8%, and extended the Maturity Date to
April 30, 2012, among other terms and conditions.  Regional
assumed all obligations of the Company under the Loan and related
collateral agreements upon execution of the Sixth Amendment.  The
Maturity Date of the Loan was extended to May 31, 2014, in
connection with the Seventh Amendment to the Loan Agreement among
the parties dated May 21, 2010.

Regional and RBI entered into a "Limited Waiver and Ninth
Amendment" to the Loan Agreement.  The Ninth Amendment waived the
defaults outstanding as set forth in the "Notice of Default,
Demand for Payment and Reservation of Rights" delivered by RBI to
Regional on Oct. 4, 2012, as previously reported by the Company.
The Ninth Amendment also amended certain other terms of the Loan
Agreement.

Under the terms of the Ninth Amendment, the maturity date of the
RBI note was changed from May 31, 2014, to March 31, 2013, the
required monthly amortization payments were reduced to only
require monthly amortization payments of $50,000 per month
beginning Jan. 31, 2013, and the applicable base margin rate as
defined under the Loan Agreement increased from 4.0% to 8.0%.  In
addition, under the Ninth Amendment, Regional was required to
deliver to RBI by Jan. 13, 2013, a copy of an executed letter of
intent evidencing the intent of an investor to provide sufficient
financing to Regional to repay the balance of the outstanding
obligations under the RBI Note by March 31, 2013, and deliver to
RBI by Feb. 12, 2013, evidence that the preparation of definitive
legal documentation evidencing the transaction contemplated by the
Letter of Intent had commenced.  Regional made the Jan. 31, 2013,
monthly amortization payment and delivered to RBI the Letter of
Intent and evidence that legal documentation evidencing the
transaction contemplated by the Letter of Intent had commenced.

The March 1, 2013, Demand Notice was delivered as the result of
Regional's failure to pay the monthly principal payment in the
amount of $50,000 due and payable on Feb. 28, 2013, as prescribed
under the Ninth Amendment and the continued default with respect
to the non-payment of interest and principal due under the Loan
Agreement which had been previously waived pursuant to the Ninth
Amendment.  The March 1, 2013, Demand Notice declares all
Obligations immediately due and payable and demands immediate
payment in full of all Obligations, including fees, expenses and
other costs of RBI.  The March 1, 2013 Demand Notice also (1)
contemplates the initiation of foreclosure proceedings in respect
of the property owned by Regional and covered by that certain
Mortgage, Deed of Trust and Security Agreement dated as of
July 26, 2007, and (2) demands immediate payment of all rents due
upon the property pursuant to the terms of the Assignment of
Leases and Rents dated July 26, 2006.

Under the terms of the Loan Agreement, upon an Event of Default,
RBI, at its sole discretion, may declare all amounts owing in
connection with the Loan Agreement immediately due and payable and
take all actions prescribed under the Loan Agreement and the
related security documents, as amended, including a foreclosure on
the assets and common stock of Regional which are held as
collateral for the Loan.  As a result of an Event of Default,
interest accrues at the Default Rate, and is payable on demand.
Currently the amount of principal owing under the Loan Agreement
is $1,920,000 with interest due and owing of approximately $26,382
as of March 1, 2013.

Regional does not currently have sufficient cash from operations
to make the monthly principal or interest payments due.  There is
no assurance that the Regional will be able to close the
transaction to refinance Regional as provided for in the Letter of
Intent and repay RBI or that that RBI will not pursue its rights
to foreclose on the property and take all other assets of Regional
in satisfaction of the Loan prior to the closing of the
transaction of the transaction contemplated by the Letter of
Intent.

A copy of the Notice of Default is available for free at:

                        http://is.gd/wu5ent

                       About Central Energy

Dallas, Tex.-based Central Energy Partners LP is a publicly-traded
Delaware limited partnership.  It currently provides liquid bulk
storage, trans-loading and transportation services for hazardous
chemicals and petroleum products through its wholly-owned
subsidiary, Regional Enterprises, Inc. ("Regional").

As reported in the TCR on April 5, 2012, Burton McCumber & Cortez,
L.L.P., in Brownsville, Texas, expressed substantial doubt about
Central Energy's ability to continue as a going concern, following
the Partnership's results for the fiscal year ended Dec. 31, 2011.
The independent auditors noted that the Company has insufficient
cash flow to pay its current debt obligations and contingencies as
they become due.

The Partnership's balance sheet at Sept. 30, 2012, showed
$8.27 million in total assets, $8.44 million in total liabilities,
and a partners' deficit of $170,000.

                        Bankruptcy Warning

The Company said in its quarterly report for the period ended
June 30, 2012, that, "Substantially all of Central's assets are
pledged or committed to be pledged as collateral on the RZB Note,
and therefore, Central is unable to obtain additional financing
collateralized by those assets.  Until such time as the Storage
Tank is placed back into service and the only remaining available
storage tank at June 30, 2012, is leased, Regional does not expect
to have sufficient working capital from operations to cover
ongoing monthly debt service obligations on the RZB Note, and
therefore, the amount which can be provided to Central, if any, to
fund general overhead is limited.  Should Central need additional
capital in excess of cash generated from operations to make the
RZB Note payments, for payment of the contingent liabilities, for
expansion, repair of the Storage Tank, capital improvements to
existing assets, for working capital or otherwise, its ability to
raise capital would be hindered by the existing pledge.  In
addition, the Partnership has obligations under existing
registrations rights agreements.  These rights may be a deterrent
to any future equity financings.  If additional amounts cannot be
raised and cash flow is inadequate, Central and/or Regional would
be required to seek other alternatives which could include the
sale of assets, closure of operations and/or protection under the
U.S. bankruptcy laws."

On July 26, 2007, the Partnership borrowed $5,000,000 (RZB Loan)
from RB International Finance (USA) LLC, formerly known as RZB
Finance LLC (RZB), the proceeds of which were used in connection
with the acquisition of Regional.


CLAIRE'S STORES: Selling $210 Million Sr. Secured Notes at Par
--------------------------------------------------------------
Claire's Stores, Inc., announced the sale of $210 million
aggregate principal amount of 6.125% senior secured first lien
notes due 2020.  The notes were priced at par.  Settlement is
scheduled to occur on March 15, 2013.

The Company intends to use the net proceeds of the offering,
together with cash on hand, to purchase up to $210 million
aggregate principal amount of its 9.25% senior notes due 2015 and
its 9.625%/10.375% senior toggle notes due 2015 pursuant to an
Offer to Purchase dated March 1, 2013, or a subsequent redemption.
The closing of the note offering will satisfy the Financing
Condition in the Offer to Purchase.

The notes are being offered only to "qualified institutional
buyers" in reliance on Rule 144A under the Securities Act of 1933,
as amended, and outside the United States only to non-U.S. persons
in reliance on Regulation S under the Securities Act.  The notes
have not been and will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities laws.

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

                           *     *     *

As reported by the TCR on Oct. 1, 2012, Moody's Investors Service
upgraded Claire's Stores, Inc.'s Corporate Family and Probability
of Default ratings to Caa1 from Caa2.  The upgrade of Claire's
Corporate Family Rating to Caa1 reflects its ability to address
its substantial term loan maturity in 2014 by refinancing it with
a $625 million add-on to its existing senior secured first lien
notes due 2019.

Claire's Stores, Inc., carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


CLEAR CHANNEL: Director Charles Brizius Won't Seek Re-Election
--------------------------------------------------------------
Charles A. Brizius, a current member of the Board of Directors of
Clear Channel Communications, Inc., indicated his intention not to
stand for re-election by the Company's stockholders.  Mr. Brizius
informed the Company that his decision not to stand for re-
election is not the result of any disagreement with the Company on
any matter relating to the Company's operations, policies or
practices.

                        About Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

Clear Channel reported a net loss of $302.09 million on $6.16
billion of revenue in 2011, compared with a net loss of $479.08
million on $5.86 billion of revenue in 2010.  The Company had a
net loss of $4.03 billion on $5.55 billion of revenue in 2009.

The Company's balance sheet at June 30, 2012, showed
$16.45 billion in total assets, $24.31 billion in total
liabilities, and a $7.86 billion total shareholders deficit.

                         Bankruptcy Warning

At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.

The Company said in its quarterly report for the period ended
March 31, 2012, that its ability to restructure or refinance the
debt will depend on the condition of the capital markets and the
Company's financial condition at that time.  Any refinancing of
the Company's debt could be at higher interest rates and increase
debt service obligations and may require the Company and its
subsidiaries to comply with more onerous covenants, which could
further restrict the Company's business operations.  The terms of
existing or future debt instruments may restrict the Company from
adopting some of these alternatives.  These alternative measures
may not be successful and may not permit the Company or its
subsidiaries to meet scheduled debt service obligations.  If the
Company and its subsidiaries cannot make scheduled payments on
indebtedness, the Company or its subsidiaries, as applicable, will
be in default under one or more of the debt agreements and, as a
result the Company could be forced into bankruptcy or liquidation.

                           *     *     *

The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary.  The Rating Outlook is Stable.

Fitch's concerns center on the company's highly leveraged capital
structure, with significant maturities in 2014 and 2016; the
considerable and growing interest burden that pressures free cash
flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.

As reported by the TCR on Feb. 25, 2013, Standard & Poor's Ratings
Services affirmed its 'CCC+' corporate credit rating on Texas-
based Clear Channel Communications Inc. and CC Media Holdings.
Standard & Poor's Ratings Services' rating on CC Media Holdings
Inc. reflects the risks surrounding the long-term viability of its
capital structure--in particular, refinancing risk relating to
significant 2016 debt maturities of about $10 billion.


CNO FINANCIAL: Fitch Affirms 'BB' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed the ratings assigned to CNO Financial
Group, Inc.'s insurance subsidiaries and debt issues. At the same
time, the holding company Issuer Default Rating (IDR) has been
upgraded one notch to 'BB'. The Rating Outlook is Stable.

KEY RATING DRIVERS

The upgrade of CNO Financial's IDR reflects a 'technical' decision
linked to Fitch's rating criteria to narrow notching relative to
its insurance subsidiary ratings, and reflects the company's
progress over the past year to transition closer to a more
traditional holding company capital structure.

The affirmation of all other ratings tied to CNO Financial and its
insurance subsidiaries reflect Fitch's view that the company's
balance sheet fundamentals and recent financial performance remain
in line with expectations.

CNO Financial's pre-tax operating earnings decreased about 17% to
$284 million in 2012, but would have increased 4% after adjusting
for the effects of Accounting Standards Update 2010-26 (ASU-2010-
26) on 2011 earnings. Pre-tax operating earnings are adjusted for
the impact of losses on extinguishment of debt, changes in its
deferred tax valuation allowance and the fair value of embedded
derivatives. Pre-tax operating earnings also include the negative
impact of $41 million in 2012 litigation settlements, which Fitch
views as a favorable development.

CNO Financial's 2012 statutory earnings were $350 million, just
slightly below earnings of $367 million for 2011. Total adjusted
statutory capitalization (TAC) of $1.8 billion at Dec. 31, 2012
was up $36 million or 2% from year-end 2011 and reported RBC was
up 9 percentage points to 367%. Operating leverage of
approximately 13.2 times (x) at Dec. 31, 2012 also improved from
14.7x at year-end 2011. Fitch believes the company will continue
to make incremental improvements in capital as it generates good
statutory earnings.

Fitch expects the GAAP interest coverage ratio to return to the 5x
range in 2013 after falling to 2.1x in 2012 due to the negative
immediate earnings effects of the recapitalization, and litigation
settlement mentioned above. The expected range is consistent with
2011 and the rating category guidelines.

CNO Financial's financial leverage increased to approximately
20.7% (excluding Accumulated Other Comprehensive Income) at Dec.
31, 2012 from 16.3% at year-end 2011, although it remains below
Fitch's ratings guidelines for the current rating level and should
decrease in 2013 as debt is retired. Approximately half the
increase was partially due to extra debt taken on to recapitalize
the company, which lowered cost of debt and extended debt
maturities, but also increased debt. The other half is due to
restatement of 2011 financials for the retrospective effects of
ASU-2010-26.

The company's total financings and commitments (TFC) ratio is
slightly above average at 0.69x. Most of the TFC is derived from
CNO Financial's use of $1.65 billion in Federal Home Loan Bank
borrowing to generate investment income from a spread income
program, counteracting the low interest rate environment.

RATING SENSITIVITIES:

Key rating triggers that could lead to an upgrade include:

-- Continued generation of stable earnings free of significant
    special charges;

-- Expansion of margin versus existing covenant requirements;

-- GAAP interest coverage ratio and NAIC risk based capital (RBC)
    above 6x and 350%, respectively.

Key rating triggers that could lead to a downgrade include:

-- Combined NAIC RBC ratio less than 300% and operating leverage
    above 20x;

-- Deterioration in operating results;

-- Significant increase in credit-related impairments in 2013;

-- Financial leverage above 30% and Total Financing and
    Commitments ratio above 0.65x.

Fitch expects that over the next few years, CNO Financial will
attempt to migrate its capital structure away from secured debt to
unsecured senior debt. During this transition, the mix of secured
versus unsecured debt may fluctuate. Fitch does not expect to
change its current notching of CNO Financial's secured and
unsecured debt relative to the IDR in reaction to such
fluctuations in the secured and unsecured mix. Currently, CNO's
secured debt benefits by one notch, and the unsecured debt is
lower by one notch, compared to how Fitch would traditionally rate
unsecured senior debt when there is no secured debt in the capital
structure.

At the end of this transition, Fitch will revisit its debt issue
notching. In addition, Fitch does not anticipate any further
changes in CNO Financial's IDR based on changes in the company's
mix of secured and unsecured debt outstanding.

Fitch has upgraded these rating:

CNO Financial Group, Inc.
-- IDR to 'BB' from 'BB-'.

Fitch has affirmed the following ratings:

CNO Financial Group, Inc.
-- $293 million 7% senior unsecured convertible note ($93 million
    outstanding at Dec. 31, 2012) due Dec. 30, 2016 at 'B+';

-- Senior secured bank credit facility (Tranches of $250 million
    and $425 million due Sept. 30, 2016 and 2018, respectively)
    at 'BB';

-- $275 million senior secured note 6.375% due Oct. 1, 2020 at
    'BB'.

Bankers Life and Casualty Company
Bankers Conseco Life Insurance Company
Colonial Penn Life Insurance Company
Washington National Insurance Company
-- Issuer Financial Strength (IFS) at 'BBB'.

Conseco Life Insurance Company
-- IFS at 'BB+'.

The Outlook for all the above ratings is Stable:


COMMERCIAL BARGE: S&P Gives 'B-' Rating to $450MM Sr. Secured Loan
------------------------------------------------------------------
Commercial Barge Line Co. (CBL) is revising the terms of its
proposed recapitalization by splitting its proposed $650 million
second-lien term loan into a $450 million secured term loan B and
a $200 million second-lien term loan.  Based on the revised
transaction, Standard & Poor's Ratings Services is assigning a
'B-' issue rating to the proposed $450 million senior secured term
loan B, issued by CBL, with a recovery rating of '3'.  S&P is also
lowering its ratings on the newly reduced $200 million second-lien
term loan to 'CCC' (from 'B-') with a recovery rating of '6' (from
'4').

S&P is maintaining its 'B-' corporate credit ratings on both CBL
and its parent company, American Commercial Lines Inc.  S&P
downgraded both entities on Feb. 25, 2013, based on its view that
the company is weakening its already highly leveraged financial
risk profile by paying a $210 million debt-financed dividend to
its owners pro forma for the refinancing.

RATINGS LIST

Commercial Barge Line Co.
American Commercial Lines Inc.
Corporate credit rating                B-/Stable/--

Ratings Assigned
Commercial Barge Line Co.
Senior secured
  $450 mil. term loan B                 B-
    Recovery rating                     3

Ratings Lowered
                                        To             From
Commercial Barge Line Co.
Senior secured
  $200 mil. second-lien term loan       CCC            B-
    Recovery rating                     6              4


COUNTRYWIDE FIN'L: Asks Appeals Court to Undo MBIA Ruling
---------------------------------------------------------
Chris Dolmetsch & David McLaughlin of Bloomberg News reported that
Bank of America Corp. asked a New York appeals court to overturn
portions of a lower-court ruling that improved bond insurer MBIA
Inc. (MBI)'s chances of recovering losses on mortgage loans.

According to the report, lawyers for the bank's Countrywide unit
argued in Manhattan that State Supreme Court Justice Eileen
Bransten was wrong when she ruled last year that MBIA doesn't need
to establish a "direct causal link" between misrepresentations
about the loans and claims payments made by the insurer.
Countrywide attorneys also argued that Bransten was wrong when she
said MBIA was entitled to rescissory damages if it proved its
claims for fraudulent inducement and breach of contract. The
insurer seeks damages in the amount it has paid on the insurance
policies, minus premiums it has received, according to Bransten's
ruling, Bloomberg recalled.

Barry Ostrager, an attorney with Simpson Thacher & Bartlett LLP
representing Countrywide, said that the insurer waived its rights
to such damages by issuing the policies and reaffirmed the
agreement by collecting premiums after learning of possible
grounds for rescission, Bloomberg cited.  The only remedy in the
contract is the repurchase of non-performing loans, he said.

"These are sophisticated parties who entered into complicated
transactions at arm's length," Ostrager said during a hearing
before the First Department of the New York State Supreme Court's
Appellate Division, according to Bloomberg.

The case is MBIA Insurance Corp. v. Countrywide Home Loans Inc.,
602825-2008, New York State Supreme Court, New York County
(Manhattan).


DAVID COOK: 10th Cir. Affirms Dismissal of Civil Suit
-----------------------------------------------------
The U.S. Court of Appeals for the Tenth Circuit affirmed the
dismissal of David W. Cook's complaint, in part, and remanded with
instructions to modify a portion of the dismissal from a dismissal
with prejudice to a dismissal without prejudice for lack of
subject matter jurisdiction.  The Appellate Court affirmed the
remainder of a district court's orders on the complaint.

A copy of the Tenth Circuit's March 7, 2013 Order and Judgment is
available at http://is.gd/GILeipfrom Leagle.com.

Mr. Cook sued over the alleged failure to implement a 2001
settlement agreement involving (1) Mr. Cook and his wife, Yolanda,
now deceased, (2) their company Hydroscope Group, Inc. and its
subsidiaries; (3) a related company known as Hydroscope Canada,
Inc. (HCAN); (4) Scott Garrett and the Garrett Trust, prospective
investors in the Group; and (5) Wells Fargo Bank N.A.

Mr. Cook, proceeding pro se, appealed from the district court's
orders in his civil rights case that dismissed his first amended
complaint for failure to state a claim, denied his motion to
re-open and for reconsideration, and denied his motion for leave
to amend.

The appeals case is DANIEL W. COOK, individually, Plaintiff-
Appellant, v. THE HONORABLE THEODORE C. BACA, individually and in
his official capacity; WELLS FARGO BANK, N.A.; WELLS FARGO &
COMPANY; JAY D. HERTZ, Esq.; MICHELLE K. OSTRYE, Esq., both
individually and as counsels for Wells Fargo Bank, N.A. and Wells
Fargo Company; PENNY T. KNIPPS, individually and in her capacity
as a V.P. of Wells Fargo Bank, N.A.; SUTIN, THAYER AND BROWN P.C.;
SCOTT GARRETT, individually; SCOTT AND PAMELA GARRETT TRUST DATED
JUNE 14, 1999; BID GROUP, INC.; GARRETT CAPITAL, LLC; JULIE
VARGAS, Esq.; CATHERINE DAVIS, Esq., both counsels for Scott
Garrett, the Garrett Trust, Garrett Capital, LLC, and Bid Group,
Inc.; HUNT & DAVIS, P.C., JOHN DOE and/or JANE DOE, Defendants-
Appellees, Case No. 12-2023 (10th Cir.).

                        About Daniel Cook

Daniel W. Cook filed a Chapter 11 bankruptcy petition on Oct. 21,
2004.  In July 2006, at Wells Fargo's behest, the bankruptcy court
appointed Linda Bloom as the Chapter 11 trustee for the Cook
estate.  In March 2008, the case was converted to a Chapter 7
proceeding.


DETRIOT, MI: Chrysler Bankruptcy Lawyer Top Pick for Manager
------------------------------------------------------------
Steve Neavling, writing for Reuters, reported that Kevyn Orr, a
bankruptcy expert who collected more than $1 million in fees in
Chrysler's restructuring, is the top candidate to take over
Detroit as emergency financial manager.

Orr, a partner in Washington with the law firm Jones Day, is
expected to be named to the post by Michigan Governor Rick Snyder
this week, a source with direct knowledge of the matter said on
Tuesday, according to Reuters.

According to Reuters, Orr, 54, was Jones Day's third most active
partner on the Chrysler restructuring, piling up $1 million in
fees in the first year on the case.  Reuters note that one
decision that Orr is likely to face is whether to recommend the
city file for bankruptcy, which, if allowed by the state, would be
the biggest municipal bankruptcy in U.S. history.

"Facts are stubborn things, and Kevyn is willing to be bound by
those and willing to make courageous decisions," Ben Wilson,
Managing Principal at the Washington law firm Beveridge & Diamond,
told Reuters.

On Monday, Detroit Mayor Dave Bing said the city had chosen Jones
Day as its restructuring counsel, Reuters said.


DEWEY & LEBOEUF: 3 Ex-Partners Want Aviva Suit in Bankr. Court
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the three former top executives from Dewey & LeBoeuf
LLP, the defunct law firm, are trying to extricate themselves from
a lawsuit filed against them in Iowa by Aviva Life & Annuity Co.

According to the report, the Des Moines, Iowa-based insurance
company explained in the complaint filed in December how the trio
induced the insurance company into purchasing $35 million of
secured notes in April 2010.  Aviva said the firm represented it
was "financially sound" when there was $100 million in
"undisclosed debt to certain highly compensated partners."

The report relates that Aviva sued Steven Davis, the former Dewey
chairman; Stephen DiCarmine, the former executive director; and
Joel Sanders, the chief financial officer.  The firm itself wasn't
named as a defendant in the suit.

The Dewey managers filed papers this week asking the district
judge in Des Moines to transfer the case to the bankruptcy court
in New York, where Dewey's bankruptcy is pending.  The firm's
liquidating Chapter 11 plan was approved with a confirmation order
signed in February.

The Dewey managers, the report discloses, argue that the suit
belongs in bankruptcy court because it's really a claim against
the firm.  The suit also involves the bankrupt estate because
recovery would come from an insurance policy that is Dewey's
property.

Aviva's complaint alleges that Dewey kept obligations secret even
from the firm's own partners to avoid the "possibility of a mass
defection" and misstated "revenues by over $100 million per year."
The firm managers say that the insurance company was given a
private placement memorandum that "clearly explained the dire
financial situation."

Previously, Ned Bassen from Hughes Hubbard & Reed LLP, attorneys
for DiCarmine and Sanders, said the suit was "preposterous."

The Iowa lawsuit is Aviva Life & Annuity Co. v. Davis, 12-603,
U.S. District Court, Southern District of Iowa (Des Moines).

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey filed a Chapter 11 Plan of Liquidation and an accompanying
Disclosure Statement on Nov. 21, 2012.  It filed amended plan
documents on Dec. 31, in an attempt to address objections lodged
by various parties.  A second iteration was filed Jan. 7, 2013.
The plan is based on a proposed settlement between secured lenders
and Dewey's official unsecured creditors' committee, as well as a
settlement with former partners.

On Feb. 27, 2013, the Bankruptcy Court confirmed Dewey & Leboeuf's
Second Amended Chapter 11 Plan of Liquidation dated Jan. 7, 2013,
As of the Effective Date of the Plan, the Debtor will be
dissolved.


DIGITAL ANGEL: Sells Newly Formed Subsidiary for $852,000
---------------------------------------------------------
Digital Angel Corporation entered into a Share Purchase Agreement
with Michael Cook, John Grant and Yee Lawrence pursuant to which
all of the outstanding capital stock of Digital Angel Radio
Communications Limited, a recently formed, wholly-owned subsidiary
of the Company registered in the UK, was purchased by the Buyers
in a management buyout.  In connection with the transaction, the
radio communications business of Signature Industries Limited's
was transferred into DARC.  Signature Industries Limited is a
98.5% owned subsidiary of the Company and Messrs. Cook and Grant
were former directors of SIL.

The aggregate share purchase price for DARC was approximately
GBP562,000, or approximately US$852,666 based on the pound
sterling to dollar exchange rate on March 1, 2013.  Per the terms
of the Purchase Agreement, the purchase price will be paid as
follows: the Company will receive GBP150,000 in a cash down
payment on March 31, 2013, and 18 equal monthly installments of
approximately GBP9,444 under the terms of a non-interest bearing
note in the amount of GBP170,000; GBP175,000 by the assumption by
the Buyers of SIL's obligations under an invoice discount
facility; and GBP67,000 by the assumption by the Buyers of certain
obligations under existing consulting and severance agreements
with Mr. Cook.
Immediately upon completion of the sale of DARC, the Company will
begin liquidating SIL.  The Company presently expects that
approximately GBP40,000 of the GBP150,000 cash down payment
received from the sale of DARC will be used to satisfy outstanding
SIL liabilities.

The Company has previously disclosed its intention and efforts
over the past two years to sell the radio communications business
as it was deemed non-core.  The Company's remaining business
activities include the Company's mobile games applications and
resolution of the Allflex escrow related to the sale of Destron
Fearing Corporation in July 2011.

The Company has not yet determined if there will be a gain or loss
on the sale of DARC.  However, since the sale was to former
employees and directors of SIL and a portion of the purchase price
will be paid in installments, the Company anticipates that the
gain, if any, will be deferred and recognized when collection of
the note is assured.  Any gain or loss recognized will be
reflected in the Company's results from discontinued operations.

A copy of the Share Purchase Agreement is available at:

                       http://is.gd/ld29Tp

A copy of the Business Purchase Agreement is available at:

                       http://is.gd/kkTyaZ

                      About Digital Angel

Headquartered in New London, Connecticut, Digital Angel
Corporation has two business segments, Digital Games and Signature
Communications.  Digital Games designs, develops and plans to
publish consumer applications and mobile games for tablets,
smartphones and other mobile devices.  Signature Communications is
a distributor of two-way communications equipment in the U.K.
Products offered range from conventional radio systems used by the
majority of SigComm's customers, for example, for safety and
security uses and construction and manufacturing site monitoring,
to trunked radio systems for large scale users, such as local
authorities and public utilities.

The Company's balance sheet at Sept. 30, 2012, showed $5.7 million
in total assets, $7.5 million in total liabilities, and a
stockholders' deficit of $1.8 million.

The Company said in its quarterly report for the period ended
Sept. 30, 2012, "Our historical sources of liquidity have included
proceeds from the sale of businesses, the sale of common stock and
preferred shares and proceeds from the issuance of debt.  In
addition to these sources, other sources of liquidity may include
the raising of capital through additional private placements or
public offerings of debt or equity securities, as well as joint
ventures.  However, going forward some of these sources may not be
available, or if available, they may not be on favorable terms.
In addition, our factoring line may also be amended or terminated
at any time by the lender with six months' notice.  These
conditions indicate that there is substantial doubt about our
ability to continue operations as a going concern, as we may be
unable to generate the funds necessary to pay our obligations in
the ordinary course of business."


DIGITAL DOMAIN: Amends FTI Advisory Fees Following Asset Sale
-------------------------------------------------------------
DDMG Estate, et al., notified the U.S. Bankruptcy Court for the
District of Delaware that they have amended their engagement
agreement with FTI Consulting, Inc., as their postpetition crisis
and turnaround manager and financial advisor.

Under the amended engagement agreement, the Debtors agreed to pay
FTI a monthly, non-refundable advisory fee of $260,000 for the
first month of the Chapter 11 cases, $210,000 for the second
month, and $180,000 for the third month, and $130,000 for the
fourth month for the services of Michael E. Katzenstein, John T.
Debus, Ranjit Mankekar, Luke Schaeffer, Roger Scadron and Zach
Huntley.

The Debtors also agreed that following the consummation of the
sale of their material assets, beginning Jan. 2013, FTI will be
paid a monthly, non-refundable advisory fee of $44,000 for Jan.
2013 and $20,000 per month for each month thereafter for the
remainder of the cases for the services of Messrs. Katzenstein,
Debus and Mankekar.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.
As the result of a settlement negotiated by the unsecured
creditors' committee with secured lenders, there will be some
recovery for the committee's constituency.


DILLARD'S INC: S&P Raises Corporate Credit Rating to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Service raised its corporate credit
rating on Little Rock, Ark.-based moderate department store
Dillard's Inc. to 'BB+' from 'BB'.  At the same time, S&P raised
the issue-level rating on the company's unsecured debt to 'BB+'
from 'BB' and maintained the '3' recovery rating.  The outlook is
stable.

"The upgrade reflects performance that was ahead of our
expectations over the past year, a moderate improvement in
operating metrics, and our view that the company will make further
operational gains over the next 12 months while maintaining
conservative financial policies," said Standard & Poor's credit
analyst David Kuntz.

The ratings on moderate department store Dillard's reflect
Standard & Poor's assessment of its "fair" business risk profile
and "intermediate" financial risk profile.  The business risk
profile incorporates the risks S&P sees of operating in a highly
competitive retailing sector and Dillard's relatively small
position in its sector.  The company has demonstrated meaningful
improvement in its productivity measures over the past year and
has narrowed the gap between it and higher-rated peers such as
Macy's, Kohl's, and Nordstrom.

Performance was ahead of S&P's expectations for the fiscal year
ended Feb. 2, 2013.  Same-store sales increased 4% and EBITDA
margins increased to about 12.1% from 10.7% year-over-year.  The
company's performance benefited from lower markdown activity, an
enhanced inventory flow, and positive operating leverage.

The stable outlook reflects S&P's view that Dillard's will
continue to perform well over the next 12 months.  S&P anticipates
that the company's enhanced merchandising and improved operating
efficiency will result in moderate sales growth and some modest
margin gains.  S&P also notes that the company has demonstrated
stronger operating metrics and has narrowed the gap between itself
and higher rated department store peers.  The outlook also
incorporates S&P's view that the company will maintain its
conservative financial policies and solid credit protection
metrics over that time.

With a 'BB+' corporate credit rating, any upgrade would move the
rating into investment grade.  Currently, S&P's assessment of the
financial risk profile as intermediate is already characteristic
of investment grade, but S&P do not yet view the company's
business risk profile as indicative of an investment-grade
company.  To raise the rating, S&P would need to conclude that
Dillard's could demonstrate further operational gains to minimize
the difference between it and other investment-grade department
stores with regard to sales per square feet, EBITDA margins, and
other operating metrics.  In S&P's view, stable operating
performance without meaningful volatility and successful
navigation of a weak economic recovery would be important factors
in its consideration of a positive re-evaluation of the company's
business risk.  Furthermore, an investment-grade rating would also
be predicated on stable cash flow generation, conservative
financial policies, and maintenance of credit protection measures
in-line with current levels.

Although unlikely, S&P would consider a downgrade if the company
becomes meaningfully more aggressive with shareholder-friendly
activities.  Under this scenario, the company would issue over
$1 billion of debt to use for share repurchases.  This would
result in leverage in the mid-2.0x area.


DYNEGY INC: Plan to Liquidate 4 Units Wins Judge's OK
-----------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Dynegy Inc. on
Tuesday scored a New York bankruptcy judge's approval to liquidate
its four subsidiaries remaining in bankruptcy, allowing it to wind
up operations and close a $23 million asset sale.

The report related that the confirmation of the plan resolves the
affairs of the "operating debtors" -- Dynegy Northeast Generation
Inc., Hudson Power LLC, Dynegy Danskammer LLC and Dynegy Roseton
LLC -- the four wholly-owned subsidiaries of Dynegy Holdings LLC
that did not exit bankruptcy as part of the reorganized company in
October.

                         About Dynegy

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

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

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

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1,
2012.  Under the terms of the DH/Dynegy Plan, DH merged with and
into Dynegy, with Dynegy, Inc., remaining as the surviving entity.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., remain under
Chapter 11 protection.


e4L INC: Appeals Court Says Breach of Fiduciary Claim Time-Barred
-----------------------------------------------------------------
The Court of Appeals of California, Second District, upheld a
trial court ruling on a breach of fiduciary duty claim in a
complaint commenced by the Chapter 7 trustee of e4L, Inc., against
three of the company's executives.

The appellate case is captioned NANCY HOFFMEIER ZAMORA, as Trustee
in Bankruptcy, etc., Plaintiff and Appellant, v. STEPHEN C. LEHMAN
et al., Defendants and Respondents, Case No. B237984.

In a Dec. 19, 2005 action, Nancy Zamora, as e4L's bankruptcy
trustee, alleged that three executives -- Stephen C. Lehman,
chairman and chief executive of the company; Eric R. Weiss, vice-
chairman and chief operating officer; and Daniel M. Yukelson,
chief financial officer -- breached their fiduciary duty to the
company.  The Trustee alleged that the executives controlled and
dominated e4L for their own personal benefit by, among other
things, (1) issuing misleading press releases on a $22 million
amount; (2) allowing the company to engage in improper billing
procedures; and (3) causing the company to inflate its earnings
and net worth artificially.

In late 2007, after litigating the breach of fiduciary duty claim
in court but before trial, all three executives moved to compel
arbitration of the claim pursuant to an arbitration clause in
their employment agreements.  The trial court granted the motions
to compel.

"On appeal, we concluded that Lehman and Weiss had waived the
right to arbitration by engaging in discovery, and we reversed the
trial court's order as to them," said Presiding Justice Robert
Mallano, who penned the decision.

The Appellate Court went on to conclude that the third executive,
Yukelson, had not waived the right to arbitration, but the trustee
declined to arbitrate the claims against him, and he was therefore
dismissed from the suit.

In August 2011, Messrs. Lehman and Weiss filed a summary judgment
motion, contending that the breach of fiduciary claim was time-
barred pursuant to one-year notice provision in their employment
agreements and statutes of limitations in Delaware and California.
The trial court granted summary judgment in favor of the two
executives on the ground that neither e4L nor the trustee in
bankruptcy had satisfied the contractual one-year notice
provisions.

The Appellate Court agreed with the trial court and affirmed the
lower court's ruling on the summary judgment motion.

A copy of the Appeals Court's March 7, 2013 decision is available
at http://is.gd/irmHP6from Leagle.com.  Associate Justices
Frances Rothschild and Jeffrey W. Johnson concur with the Apellate
Court ruling.

The bankruptcy trustee is represented by:

          John Shaeffer, Esq.
          Randy Shaeffer, Esq.
          Randy Merritt, Esq.
          Emily Birdwhistell, Esq.
          LATHROP & GAGE, LLP
          1888 Century Park East, Suite 1000
          Los Angeles, CA 90067-1623
          Tel: 310-789-4600
          Fax: 310-789-4601
          E-mail: jshaeffer@lathropgage.com
                  rshaeffer@lathropage.com
                  rmerritt@lathropage.com
                  ebirdwhistell@lathropage.com

The executive defendants are represented by:

          David A. Schwarz, Esq.
          Mark Paluch, Esq.
          IRELL & MANELLA, LLP
          1800 Avenue of the Stars, Suite 900
          Los Angeles, CA 90067-4276
          Tel: 310-277-1010
          Fax: 310-203-7199
          Email: dschwarz@irell.com

               - and -

          Robert L. Dell Angelo, Esq.
          Benjamin J. Maro, Esq.
          Jeremy A. Lawrence, Esq.
          MUNGER, TOLLES & OLSON, LLP
          355 South Grand Ave., 35th Floor
          Los Angeles, CA 90071
          Tel: (213) 683-9100
          Email: Robert.DellAngelo@mto.com
                 Jeremy.Lawrence@mto.com
                 Benjamin.Maro@mto.cm

                             About e4L

e4L, Inc. was a direct marketing company that promoted a wide
variety of products via television, radio and the Internet.  Each
week, e4L broadcast more than 3,000 half-hour television programs,
commonly known as infomercials, around the world.

On March 5, 2001, e4L filed for Chapter 11 protection.  The
proceeding was later converted to a Chapter 7 case.  Nancy
Hoffmeier Zora was appointed as chapter 7 trustee.


EASTMAN KODAK: Inks Deal to Permit EPM to File Non-Renewal Notice
-----------------------------------------------------------------
Eastman Kodak Co. signed a stipulation in connection with Eastman
Park Micrographics Inc.'s request to cancel a revised service
provider agreement with the company.

The stipulation calls for the lifting of the automatic stay to
allow Eastman Park to file a notice of non-renewal of the SPA such
that it will terminate at the end of its initial term effective
March 31, 2014, unless the parties mutually agree otherwise.

The stipulation also permits Eastman Park to file a notice of the
termination of another agreement dated Nov. 15, 2011 with Kodak,
effective March 31, 2014 or such later date as may be specified by
Eastman Park in its termination notice.  A copy of the stipulation
can be accessed for free at http://is.gd/iEyC29

As reported on Feb. 28 by TCR, Eastman Park proposed the
cancellation of the revised SPA after it signed a new media supply
contract with another manufacturer of micrographic film products,
and decided to establish its own equipment sales and service
delivery capabilities.

Kodak signed a service provider agreement with Eastman Park to
provide services to its customers in U.S. and Canada.  It is one
of the contracts executed by the companies after Eastman Park
acquired substantially all of Kodak's worldwide microfilm sales
and service line of business in March 2011.

                       About Eastman Kodak

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

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

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

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC,
as Bankruptcy Consultants and Financial Advisors; and the Segal
Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.


EMG UTICA: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to EMG Utica LLC (EMG Utica).  At the same
time, S&P assigned an issue-level rating of 'B' and a recovery
rating of '3' to EMG Utica's $325 million senior secured term loan
due 2020.  The '3' recovery rating indicates that lenders can
expect meaningful (50% to 70%) recovery if a payment default
occurs.  The outlook is stable.

EMG Utica's ratings reflect a "weak" business risk profile and a
"highly leveraged" financial risk profile as defined by S&P's
criteria.  Factors that influence the rating include uncertainty
regarding the pace of the anticipated cash flow ramp-up, EBITDA
that is largely volume dependent, the weak average credit rating
of the anchor producers, construction risk, and high financial
leverage.

EMG Utica LLC is a holding company that owns The Energy & Minerals
Group's 40% interest in MarkWest Utica EMG LLC, a joint venture
with MarkWest Energy Partners L.P.  The term loan proceeds will
partially fund EMG Utica's requirement to fund its $950 million
capital investment, which will be used to build about 785 million
cubic feet per day of processing capacity and 100,000 barrels per
day of fractionation capacity by the end of 2014.  S&P do not
factor sponsor support into EMG Utica's rating.

"The ratings outlook on EMG Utica is stable, and reflects our
belief that the company will have sufficient liquidity to meet its
obligations during the next 12 months, that construction at the
Utica joint venture will proceed on time and on budget, and that
leverage will begin to decrease as distributions from the joint
venture ramp up in the second half of 2013," said Standard &
Poor's credit analyst Michael Grande.

Higher ratings are unlikely at this time, but S&P could consider
them when it is confident that distributions are sufficient to
decrease financial leverage to about 4x.  S&P could lower the
ratings if there are significant construction overruns or delays,
such that liquidity becomes constrained, and sponsor EMG does not
infuse additional equity.


ENDEAVOUR INTERNATIONAL: Lord Abbett Does Not Own Common Shares
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Lord, Abbett & Co. LLC disclosed that, as of
Feb. 28, 2013, it does not beneficially own shares of common stock
of Endeavour International Corp.  A copy of the amended regulatory
filing is available for free at http://is.gd/TqbK0e

                  About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

                           *     *     *

As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1.  Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'.  The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.


ENERGY TRANSFER: Fitch Affirms 'BB' Secured Term Loan Rating
------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) for
Energy Transfer Partners, L.P. and its affiliates, Sunoco, Inc.,
Southern Union Co., and Panhandle Eastern Pipeline Co. LP at
'BBB-'.  ETP's Rating Outlook is revised to Stable from Negative.
In addition, Energy Transfer Equity, L.P.'s IDR was placed on
Rating Watch Positive.

Approximately $12.8 billion of outstanding long-term debt is
affected by today's action.

KEY RATING DRIVERS

Increased scale and diversity: Recently completed merger
transactions and pending asset sales will result in a larger, more
diversified, and generally financially stronger family of Energy
Transfer companies. On a consolidated basis the percentage of
contractually supported fee-based margins increases. For ETP and
SUG, commodity price exposure is reduced. At ETE, it is expected
that a portion of the pending asset sale proceeds will be used to
reduce outstanding debt, improving its standalone parent company
leverage metrics.

Summary of completed transactions: In October 2012, ETP merged
with SUN and contributed to ETP the 2% general partner (GP)
interest, incentive distribution rights, and 32.4% limited partner
(LP) interest in Sunoco Logistics Partners, L.P. (SXL; IDR 'BBB',
Stable Outlook). Additionally, immediately following the merger,
ETE, owner of ETP's GP, contributed its interest in SUG to ETP
HoldCo Corporation (ETP Holdco) in exchange for a 60% equity
interest in ETP Holdco. In conjunction with ETE's contribution,
ETP contributed its interest in SUN to ETP Holdco and retained a
40% equity interest in ETP Holdco. Pursuant to a shareholder
agreement between ETP and ETE, ETP controls ETP Holdco. SUN and
SXL add crude oil, refined products, and retail operations. SUG
provides stable interstate pipelines. Also, in January 2012 ETP
sold its propane operations which reduced its sensitivity to
weather and commodity prices.

Pending asset sales: In December 2012, SUG entered into an
agreement to sell its gas utility operations for $1.015 billion of
cash and $20 million of assumed debt in a transaction expected to
close by the end of the third quarter of 2013. In February 2013,
SUG entered into an agreement to contribute its natural gas
midstream operations to Regency Energy Partners LP (RGP) for $1.5
billion comprising $900 million of RGP units and $600 million of
cash. The cash proceeds from the transactions are expected to be
used to reduce debt at SUG, PEPL, and ETE.

Leverage reduced at ETE: Fitch expects that a portion of the cash
proceeds from the transactions will be used to reduce debt at ETE
and that its adjusted debt-to-EBITDA, which measures ETE parent
company debt against the distributions it receives from its
affiliates, will drop below 3.0x in 2013. ETP's pro forma
consolidated debt-to-EBITDA should end 2013 at approximately 4.2x,
which is down from 4.6x in 2012. ETP is ramping down its
aggressive capital expansion program with many projects coming on
line in late 2012 and 2013, strengthening its cash flow. Also
considered are ETP's structural subordination to approximately
$6.9 billion of subsidiary debt and the uncertainties resulting
from ongoing structural and operational changes and potential
future structural changes as management attempts to simplify the
organization.

Fitch expects ETP management to manage credit metrics at SUG and
PEPL at levels to maintain their current ratings, although the
amount of de-leveraging at these entities resulting from 2013
asset sales has not been determined. However, Fitch expects SUG's
consolidated leverage be maintained in the 4.0x to 4.5x range. ETP
is co-obligor on SUN's outstanding notes and, as a result, its
rating equates to ETP's.

Liquidity is adequate: ETP has access to a $2.5 billion unsecured
revolving credit facility that matures on Oct. 27, 2016. At Feb.
5, 2013, approximately $500 million of borrowings and letters of
credit were outstanding under the revolver. The revolver has one
financial covenant, a maximum leverage test of 5.0x (5.5x
following acquisitions of $100 million or more). At Dec. 31, 2012,
ETP's revolver leverage ratio, which includes a material projects
adjustment, was 4.72x. ETE has a $200 million secured credit
facility that matures on June 15, 2015. At Dec. 31, 2012, $60
million was outstanding. SUG has a $700 million unsecured credit
facility that matures on May 16, 2015. At Dec. 31, 2012, $210
million was outstanding under the revolver. SUN's revolver was
terminated in 2012.

RATING SENSITIVITIES:

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

ETE
-- Parent company debt to EBITDA maintained below 3.0x;
-- An improving credit profile at ETP, the primary provider of
    cash for ETE.

ETP and SUN
-- A material improvement in credit metrics with ETP leverage
    sustained at between 3.5x and 4.0x;
-- A lessening of consolidated company business risk as ETP
    acquires and expands pipeline and fixed-fee operations.

SUG and PEPL
-- Improving credit metrics with leverage sustained at 3.25x
    to 3.75x;
-- Improving credit profile at ETP.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

ETE
-- Inability to lower leverage as anticipated;
-- Weakening credit profile at ETP.

ETP and SUN
-- Weakening credit metrics with ETP consolidated leverage above
    5.0x;
-- Increasing commodity exposure.

SUG and PEPL
-- Weakening credit metrics with leverage above 5.0x;
-- Downgrade at ETP.

The following ratings have been affirmed by Fitch with a Stable
Outlook:

Energy Transfer Partners, L.P.
-- IDR at 'BBB-';
-- Senior unsecured debt at 'BBB-'.

Southern Union Company
-- IDR at 'BBB-';
-- First Mortgage Bonds at 'BBB';
-- Senior unsecured debt at 'BBB-';
-- Junior subordinate at 'BB'.

Panhandle Eastern Pipeline Company, LP
-- IDR at 'BBB-';
-- Senior unsecured at 'BBB-'.

Fitch also affirmed:

Sunoco, Inc. (Energy Transfer Partners, L.P. is co-obligor on
Sunoco, Inc. debt, which is listed under Energy Transfer Partners,
L. P. on the Fitch web site)
-- Senior unsecured notes at 'BBB-'.

The following ratings were placed on Rating Watch Positive:

Energy Transfer Equity, L.P.
-- IDR 'BB-';
-- Secured senior notes 'BB';
-- Secured term loan 'BB';
-- Secured revolving credit facility 'BB'.


ENTERTAINMENT PUBLICATIONS: Files for Chapter 7 in Delaware
-----------------------------------------------------------
Entertainment Publications LLC, a producer of discount and
promotion products, filed for Chapter 7 liquidation on March 12 in
Delaware (Case No. 13-10496), without giving reasons why it didn't
file in Michigan.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Troy, Michigan-based company was founded in 1962
and acquired in 2008 by an affiliate of MHE Private Equity Fund
LLC, according to the company Web site. Indianapolis-based MHE
said at the time that the sale and accompanying tax benefit to
seller IAC/InterActive Corp. was valued at about $135 million.

The petition described the assets as worth less than $50 million
with debt totaling more than $50 million.

Bill Shea of Crain's Detroit Business said William Daddi of New
York City-based Daddi Brand Communications, which has handed media
requests for Entertainment for several years, acknowledged the
bankruptcy filing.  He referred questions on the situation to
Delaware attorney Christopher Ward, vice chairman of the
bankruptcy and financial restructuring practice group at the
Kansas City, Mo.-based law firm Polsinelli Shughart.

Crain's Detroit said the company is thought to have about 250
employees, and Daddi said he believed all have been laid off.

In March 2011, the company rebranded itself as Entertainment
Promotions LLC, which has been its d.b.a. since then.

The company was founded in 1962 by Hughes and Sheila Potiker as
Sports Unlimited, selling 8,000 coupon books in the Detroit area,
according to the company's online history. It took the
Entertainment name two years later.  The company's coupons are
primarily offers of buy one, get one free and percentage discounts
on meals and admissions, along with discounts on goods and
services at retailers, the report noted.  It had expanded into
online and mobile offerings in recent years.

The Crain's report also noted that Entertainment Promotions has
gone through a number of ownership swaps, the most recent being
Indianapolis-based MH Equity Investors buying the company in 2010
from New York-based IAC/InterActive Corp. in a deal reportedly
worth $135 million.

According to Crain's Detroit, the bankruptcy appears to be fallout
between Menard and his longtime friend and former business partner
in MH Equity Partners, Steve Hilbert. Hilbert was removed this
week from control of the private equity fund.  Menard, the report
said, wanted Hilbert out because MH Private Equity's investments
have lost 70 percent of their value, according to a lawsuit filed
in November in Wisconsin by Merchant Capital and Menard Inc., the
Indianapolis Business Journal reporter this month.  MH Private
Equity spent $495 million to buy or invest in eight companies,
including Entertainment Publications. Those investments have lost
$344 million of their value since the fund was founded in 2005,
the business newspaper reported the lawsuit as saying.


ENVIRONMENTAL CAREERS: Jury Trial in Breach of Fiduciary Duty Suit
------------------------------------------------------------------
Gary Cruikshank, Chapter 7 trustee of the bankruptcy estate of
Environmental Careers Organization, Inc. (Bankr. D. Mass. Case No.
12-10928), filed a complaint in the bankruptcy case against John
Cook, former president of ECO, for Mr. Cook's alleged breach of
fiduciary duties.  In his complaint, Mr. Cruikshank alleges that
this breach arose "as a result of, among other things, [Cook's]
negligence in failing  to adopt appropriate accounting procedures
and in failing to ensure ECO was in compliance with  [certain]
financial and program management standards. . . ."  In his
complaint, Mr. Cruikshank seeks money damages from Mr. Cook.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge George A. O'Toole Jr. in Boston
on March 11 reversed the bankruptcy court to rule that a lawsuit
in bankruptcy court against a corporate officer for breach of
fiduciary duty partly sought money damages, thus giving the
defendant the right to a jury trial.

The bankruptcy judge denied a request for jury trial, saying the
relief sought was equitable in nature. Allowing an interlocutory
appeal, Judge O'Toole reversed.  Judge O'Toole followed
Granfinanciera SA v. Nordberg, where the Supreme Court in 1989
said that a court most importantly must analyze whether the relief
sought is only restitution, an equitable remedy to restore
property held by the defendant that belongs to the plaintiff.

If the suit also seeks damages in addition to restitution, the
suit becomes legal in nature, giving rise to a right of jury
trial.  Because the complaint sought damages for breach of
fiduciary duty, there was a right to jury trial, Judge O'Toole
said.

The case is Cruikshank v. Cook (In re Environmental Careers
Organization Inc.), 12-10928, U.S. District Court, District of
Massachusetts (Boston).


EURAMAX HOLDINGS: SVP-HR Resigns; SVP & General Counsel Named
-------------------------------------------------------------
Jeffrey Hummel resigned as Senior Vice President - Human Resources
of Euramax International, Inc.  Mr. Hummel has agreed to provide
services to the Company through September of 2013 or until the
Company has effectively transitioned his responsibilities.  There
is no disagreement between Mr. Hummel and the Company on any
matter relating to the Company's operations, policies, or
practices.

On March 1, 2013, Shyam Reddy was appointed Senior Vice President
- General Counsel, effective March 18, 2013.  Mr. Reddy is
currently the Southeast Sunbelt Region Regional Administrator for
the U.S. General Services Administration.  Prior to joining the
U.S. General Services Administration, Mr. Reddy practiced law as a
Partner in the Corporate Group at Kilpatrick Townsend & Stockton,
an Atlanta based international law firm.  Mr. Reddy earned both a
Bachelor of Arts Degree and a Masters in Public Health from Emory
University and his Juris Doctorate from the University of Georgia.
Mr. Reddy has entered into certain compensation arrangements which
are consistent with those of similarly situated executives.

                        About Euramax Holdings

Euramax Holdings Inc. is an international producer of metal and
vinyl products sold to the residential repair and remodel, non-
residential construction and recreational vehicle markets
primarily in North America and Europe.  It considers itself a
leader in several niche product categories, including preformed
roof-drainage products sold in the U.S., metal roofing and siding
for wood frame construction in the U.S., and aluminum siding for
towable RVs in the U.S. and Europe.

The Company's balance sheet at Sept. 30, 2012, showed $636.72

million in total assets, $712.54 million in total liabilities and

a $75.81 million total shareholders' deficit.

                           *     *     *

As of June 30, 2010, Euramax carries "Caa1" long-term debt ratings
from Moody's and "B-" long-term debt ratings from Standard &
Poor's.


EXIDE TECHNOLOGIES: Weak Margins Cue Moody's to Cut CFR to Caa1
---------------------------------------------------------------
Moody's Investors Service lowered the ratings for Exide
Technologies - Corporate Family and Probability of Default Ratings
to Caa1 and Caa1-PD, respectively. In a related action the rating
for the senior secured note was lowered to B3, and the Speculative
Grade Liquidity Rating was lowered to SGL-4. The rating outlook is
negative.

Ratings Lowered:

Corporate Family Rating, to Caa1 from B3;

Probability of Default Rating, to Caa1-PD from B3-PD;

$675 million of senior secured notes due 2018, to B3 (LGD3 35%)
from B2 (LGD3 35%);

Speculative Grade Liquidity Rating, to SGL-4 from SGL-3

Ratings Rationale:

Exide's Caa1 Corporate Family Rating incorporates the company's
weak operating margins and resulting credit metrics along with
Moody's belief that the company's liquidity profile has been
weakened by higher than anticipated working capital levels
expected by fiscal year-end March 31, 2013. For the LTM period
ending December 31, 2012, Exide's EBIT margin was 2.4% (including
Moody's standard adjustments), and debt/EBITDA was 7.9x. As a
result of higher than expected working capital levels, management
has indicated that it expects its fourth fiscal quarter free cash
flow to be in the $30 million range, resulting in free cash flow
for the company's second half at approximately $20-25 million,
which is much weaker than previously anticipated by Moody's.
Exide's deteriorating profitability appears to have stabilized,
reflecting the idling of secondary lead recycling operations which
should reduce the lead recycling operation's exposure to recently
volatile core costs.

Supporting Exide's ratings continues to be the company's business
focus on the more stable automotive aftermarket replacement
battery market which represents about 78% of Exide's
transportation revenues (and 48% percent of total revenues). About
half of Exide's transportation revenues are generated in North
America where industry shipments of both aftermarket and OEM
batteries remain strong. As a provider of network power batteries
(about 18% of total revenues), Exide also is positioned for growth
in back-up power for use with telecommunications systems, computer
data centers, hospitals, air traffic control, security systems,
utility, railway, and military applications.

Exide's negative rating outlook reflects Moody's concern that the
weak macroeconomic environment in the company's European markets
(approximately 56% of revenues) continues to pose a risk to the
timing a recovery of the company's operating performance.
Additionally, the delay in the timing of the receipt of proceeds
from the sale of the Frisco, Texas property may also delay the
investment in capital expenditures required to support Exide's
business prospects which is required by the reinvestment covenants
of the bond indenture.

The Speculative Grade Liquidity Rating of SGL-4 reflects Moody's
anticipation that Exide's liquidity profile will be weak over the
near-term. The weak liquidity profile is driven by Moody's
expectation that Exide's free cash flow generation for the second
half of its fiscal year ending March 31, 2013 will be well below
Moody's previous expectations. In addition, management has
indicated that it now expects the net proceeds of approximately
$37 from the sale of a portion of the Frisco, Texas location to be
delayed to the second half of calendar 2013. Exide's seasonal
working capital needs, which typically result in free cash
outflows in the first half of the fiscal year, along with the
maturity of the $56 million convertible notes in September 2013
are expected to limit operating flexibility over the near-term. As
such, management has indicated that it may hold back on capital
investments in the Americas until the proceeds from the Frisco,
Texas are received.

Exide's liquidity is supported by approximately $80 million of
cash on hand as of December, 31, 2012 and availability of $81.7
million under the company's asset based revolving credit facility,
maturing in January 2016. Availability under the revolver excludes
$30 million of the facility as a result of not meeting the
required fixed charge coverage ratio. While Exide's liquidity
profile is further pressured by the company's use of short term
uncommitted factoring programs which amounted to $82.8 million as
of December 31, 2012, Moody's anticipates that a large share of
these programs will continue.

Future events that have the potential to lower Exide's outlook or
ratings include lower global demand in the company's end markets,
an inability to manage commodity cost fluctuations, lower
operating performance due to the inability to offset lower demand
with restructuring savings, market share losses, or a more
competitive pricing environment. The inability to achieve
consecutive sequential improvement in operating profits and
operating profit margin until EBIT/Interest is sustained above
1.0x could result in a rating downgrade. Consideration for a lower
rating also could result from a further deteriorating liquidity
profile.

Consideration for a stable rating outlook could arise if the
company is able to sustain sufficient profit levels which return
the liquidity profile to adequate and generate positive free cash
flow on LTM basis to support debt paydowns and EBIT/interest
coverage over 1.0x.

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

Exide, headquartered in Milton, GA, is one of the largest global
manufacturers of lead acid batteries. The company manufactures and
supplies lead acid batteries for transportation and industrial
applications worldwide. Revenues for the LTM period ending
December 31, 2012 were $3.0 billion.


FANNIE MAE: FHFA Releases Performance Goals for 2013
----------------------------------------------------
Federal Housing Finance Agency Acting Director Edward J. DeMarco
released the 2013 corporate performance goals and related targets
for Fannie Mae and Freddie Mac, including the relative weighting
of each goal.  These corporate performance goals and targets are
referred to as the 2013 conservatorship scorecard.

Of the Company's senior executives' 2013 at-risk deferred salary,
one-half is subject to reduction based on the company's
performance against the 2013 conservatorship scorecard.  FHFA will
have the primary role in determining whether the Company has
achieved the goals set forth in the 2013 conservatorship
scorecard, with input from management and the Board of Directors.

A copy of the 2013 Performance Goals is available at:

                        http://is.gd/KZhuld

                          About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since Sept. 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

Fannie Mae reported a net loss of $16.85 billion in 2011, a net
loss of $14.01 billion in 2010, and a net loss of $72.02 billion
in 2009.

The Company's balance sheet at June 30, 2012, showed
$3.19 trillion in total assets, $3.19 trillion in total
liabilities, and $2.77 billion in total equity.


FLAT OUT CRAZY: U.S. Trustee Appoints 5-Member Creditors Panel
--------------------------------------------------------------
The U.S. Trustee appointed five members to the official committee
of unsecured creditors in the Chapter 11 cases Flat Out Crazy LLC,
et al.  The Creditors Committee members are:

      1. Sysco Corporation
         1390 Enclave Parkway
         Houston, Texas 77077
         Tel.: 218-584-2596
         Attn: Robin Walters

      2. B In It, LLC
         c/o Blumenfeld Development Group, Ltd.
         300 Robbins Lane
         Syosset, New York 11791
         Tel.: 516-624-1919
         Attn: David Blumenfeld

      3. Edward Don & Company
         9801 Adam Don Parkway
         Woodbridge, Illinois 60517
         Tel.: 708-883-8362
         Attn: John Fahey

      4. Simon Property Group, Inc.
         225 West Washington Street
         Indianapolis, Indiana 46204
         Tel.: 317-263-2346
         Attn: Ronald M. Tucker, Esq.

      5. GGP Limited Partnership
         110 North Wacker Drive
         Chicago, Illinois 60606
         Tel.: 312-960-2707
         Attn: Julie Minnick Bowden

                      About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; Getzler Henrich as their financial
advisor and William H. Henrich and Mark Samson from Getzler
Henrich as their co-chief restructuring officers; and (c) J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtors disclosed total assets of $28.0 million and
liabilities of $37.5 million as of Nov. 28, 2012.


FNB UNITED: Incurs $40 Million Net Loss in 2012
-----------------------------------------------
FNB United Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$40 million on $77.98 million of total interest income for the
year ended Dec. 31, 2012, as compared with a net loss of $137.31
million on $63.13 million of total interest income during the
prior year.  The Company incurred a net loss of $131.82 million on
$82.28 million of total interest income in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $2.15 billion
in total assets, $2.05 billion in total liabilities and $98.44
million in total shareholders' equity.

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

                        http://is.gd/1ZibMT

                         About FNB United

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


FOURTH QUARTER PROPERTIES: Proposes Stone as Counsel
----------------------------------------------------
Fourth Quarter Properties XXXVIII, LLC, filed an application to
employ the firm of Stone & Baxter, LLP of Macon, Georgia as its
counsel in the bankruptcy case.

Attorneys and other professional personnel within the firm will
undertake this representation at their standard hourly rates,
which now range between $185 to $410 for each attorney, and $125
per hour for research assistants and paralegals, including all
travel time.

The firm is currently holding $3,470 as retainer.

To the best of the Debtor's knowledge, neither the firm nor any of
its attorney has any connection with the Debtor, its creditors or
any other party in interest.

                  About Fourth Quarter Properties

Fourth Quarter Properties XXXVIII, LLC, filed a Chapter 11
petition (Bankr. N.D. Ga. Case No. 13-10585) in Newnan, Georgia,
on March 5, 2013.  The Debtor is a single asset real estate debtor
as defined in 11 U.S.C. Sec. 101(51B) and has property in 45, 47
& 59 Ansley Drive, in Newnan.  The Debtor estimated at least
$10 million in assets and at least $1 million in liabilities as of
the Chapter 11 filing.

Matthew Cathey, Esq., at Stone & Baxter, LLP, in Macon, Georgia,
serves as the Debtor's counsel.  According to the docket, the
Chapter 11 plan and disclosure statement are due July 3, 2013.


FREESEAS INC: Hanover No Longer Owns Shares at March 7
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Hanover Holdings I, LLC, and Joshua Sason
disclosed that, as of March 7, 2013, they do not beneficially own
shares of common stock of FreeSeas Inc.  Hanover previously
reported beneficial ownership of 1,850,000 common shares as of
Feb. 13, 2013.  A copy of the amended filing is available for free
at http://is.gd/5uBo8y

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

As reported in the Troubled Company Reporter on July 18, 2012,
Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, expressed substantial doubt about FreeSeas'
ability to continue as a going concern, following its audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  "In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements with banks."

The Company's balance sheet at June 30, 2012, showed
US$120.8 million in total assets, US$104.1 million in total
current liabilities, and shareholders' equity of US$16.7 million.


FRUEHAUF TRAILER: Denial of Former Trustee's Claims Upheld
----------------------------------------------------------
District Judge Dean D. Pregerson upheld a bankruptcy court
decision denying relief and/or continuance of trial in lawsuits
involving successor and former trustees of the bankruptcy estate
of Fruehauf Trailer Corporation.


District Judge Dean D. Pregerson upheld a bankruptcy court
decision denying the request of Chriss W. Street, former trustee
of Fruehauf Trailer Corporation, for relief from judgment and/or a
continuance of trial in lawsuits involving successor and former
trustees of the bankruptcy estate of Fruehauf Trailer Corporation.
Daniel W. Harrow, as Successor Trustee of The End of the Road
Trust, and American Trailer Industries, Inc., urged the District
Court to affirm.

The heart of Mr. Street's appeal is that his attorney Phillip
Greer allegedly provided inadequate representation during the
trial and pretrial stages of the case.

In February 2007, Mr. Harrow, as successor trustee, filed a
complaint against Mr. Street, former trustee of the Debtor, in
Delaware bankruptcy court.  Mr. Street also filed an action in the
Delaware Chancery Court against Mr. Harrow seeking advancement of
costs and attorneys' fees he incurred as former trustee.  Mr.
Harrow removed the Street action to the Delaware district court,
which referred it to the bankruptcy court.

In October 2008, both actions were transferred to the Bankruptcy
Court for the Central California District Court.  Mr. Harrow
subsequently filed a second adversary complaint alleging that Mr.
Street breached his fiduciary duties.

On March 5, 2010, the bankruptcy court issued a memorandum opinion
and entered judgment in favor of Mr. Harrow, et al., awarding them
approximately $7 million in damages.  The court also found for Mr.
Harrow on Street's counterclaim for indemnification.

On Nov. 7, 2011, Mr. Street took an appeal from the bankruptcy
court's order denying his motion for relief.

In a March 5, 2013 order, Judge Pregerson said, "While Street may
have claims that Greer's representation was negligent and harmful
to his interests, the present record discloses no reason to
conclude that the bankruptcy court abused its discretion by
denying Street's motion."

The appellate case is captioned CHRISS W. STREET, Plaintiffs, v.
DANIEL W. HARROW, AS SUCCESSOR TRUSTEE OF THE END OF THE ROAD
TRUST, AND AMERICAN TRAILER INDUSTRIES, INC., Defendants, (Case
No. CV 11-09218 DDP, Bankruptcy Court Case No. 2:96-bk-1563-RN,
Adversary No. 2:08-ap-1865-RN, BAP Case No. cc-11-1585) (C.D.
Cal.).  A copy of Judge Pregerson's March 5, 2013 order is
available at http://is.gd/JQzGFofrom Leagle.com.

                      About Fruehauf Trailer

Fruehauf Trailer Corporation was engaged in the design,
manufacture, sale, and service of truck trailers, and related
parts and accessories.  As of September 30, 1996. Fruehauf's
products were sold and used throughout the United States and in
various foreign countries.

On Oct. 7, 1996, Fruehauf Trailer Corp. and related entities
sought Chapter 11 protection (Bankr. D. Del. Case No. No. 96-
01563), and later confirmed a liquidating Chapter 11 plan in 1998
that returned approximately $18 million to secured bondholders
owed $57.7 million.  Unsecured creditors received less than a
penny on the dollar and shareholders received nothing.

Pursuant to the plan, Chriss W. Street and Fruehauf entered into a
trust agreement creating The End of the Road Trust.  Mr. Street
served as trustee of the Trust from October 1998 to August 2005.
Daniel Harrow replaced Mr. Street as trustee of the Trust on
August 1, 2005.


GATEHOUSE MEDIA: Incurs $4.7 Million Net Loss in Fourth Quarter
---------------------------------------------------------------
GateHouse Media, Inc., reported a net loss of $4.68 million on
$125.56 million of total revenues for the three months ended
Dec. 30, 2012, as compared with net income of $6.19 million on
$142 million of total revenues for the three months ended Jan. 1,
2012.

For the 12 months ended Dec. 30, 2012, the Company incurred a net
loss of $30.33 million on $490.96 million of total revenues, as
compared with a net loss of $22.22 million on $516.96 million of
total revenues for the 12 months ended Jan. 1, 2012.

The Company's balance sheet at Dec. 30, 2012, showed $469.76
million in total assets, $1.30 billion in total liabilities and a
$834.15 million total stockholders' deficit.

Commenting on GateHouse Media's results, Michael E. Reed, chief
executive officer of GateHouse Media, said, "During 2012 we made
significant progress along the path of transforming our
organization into a truly multi-media company, focusing on our
primary strategic objectives, including growing our digital
product portfolio, audience and revenues, stabilizing the core
business, driving permanent expense reduction and redeploying some
of those expenses toward growth initiatives that leverage our key
assets and strengths.  We experienced strong growth in digital
revenues this year with an increase of 28.0% on a same store
basis, and we saw some improvement in circulation revenues.  While
we continued to make progress on reducing core operating expenses,
some of these cost savings were invested in new growth
initiatives, particularly new digital service offerings, which
extend our product offerings with the goal of capturing a greater
portion of our advertising customers' marketing spend and reaching
new customers."

A copy of the press release is available for free at:

                         http://is.gd/GVLbZ0

                        About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

                          Bankruptcy Warning

"Our ability to make payments on our indebtedness as required
depends on our ability to generate cash flow from operations in
the future.  This ability, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond our control.

"There can be no assurance that our business will generate cash
flow from operations or that future borrowings will be available
to us in amounts sufficient to enable us to pay our indebtedness
or to fund our other liquidity needs.  Currently we do not have
the ability to draw upon our revolving credit facility which
limits our immediate and short-term access to funds.  If we are
unable to repay our indebtedness at maturity we may be forced to
liquidate or reorganize our operations and business under the
federal bankruptcy laws," the Company said in its annual report
for the year ended Dec. 30, 2012.


GEO GROUP: New $1-Bil. Debt Facility Gets Moody's 'Ba3' Rating
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to GEO Group's
proposed $1 billion senior secured credit facility consisting of a
$700 million 5-year credit facility and $300 million 7-year term
loan and a B1 rating to the proposed $300 million senior unsecured
debt issuance due 2023. Concurrently, Moody's affirmed GEO Group's
corporate family rating at Ba3 and senior unsecured rating at B1.
The outlook was revised to positive from stable.

The proposed financings will replace GEO's existing $1.1 billion
in secured facilities and proceeds are expected to pay down GEO's
secured revolver and outstanding balances on its existing term
loans. The rating of the existing senior secured credit facility
will be withdrawn upon closing of the new facility.

The following ratings were assigned with a positive outlook:

  GEO Group Inc., - $300 million senior unsecured notes at B1; $1
  billion senior secured credit facility at Ba3

The following ratings were affirmed with a positive outlook:

  GEO Group Inc., - Senior secured credit facility at Ba3; Senior
  unsecured rating at B1; Corporate family rating at Ba3

Over the years, GEO group has built a diversified operating
platform, enhancing its position as a leader in the private
corrections industry, particularly with the acquisitions of
Cornell Companies and BI Incorporated in 2010 and 2011,
respectively. The addition of these business segments have
expanded the company's revenue sources and mitigates the risk in
GEO's core business which is highly vulnerable to government
budgetary restraints. Moody's also notes GEO's success in
converting to a REIT structure effective January 1, 2013.

The rating action reflects GEO's strong credit metrics for its
rating category. Despite higher levels of leverage and secured
debt as a result of acquisitions, the company has maintained a
good credit profile as reflected in improving operating margins
and solid fixed charge coverage at 2.0x for YE12 (EBITDAR/fixed
charges (inclusive of interest expense, capitalized interest,
income taxes, principal amortization and rent expense)). GEO's
leverage as measured by net debt/EBITDA was 4.8x at YE12, down
from 5.3x at YE11. Moody's also expects the company's secured debt
levels to be closer to 20% of gross assets pro-forma for the
financings, a credit positive.

GEO's liquidity profile is healthy with no substantial debt
maturities until 2017 when $250 million of senior unsecured notes
come due. However, Moody's notes that GEO's lack of unencumbered
assets does limit the company's financial flexibility and any
increase in the unencumbered pool would be favorable for the
rating.

The positive outlook reflects Moody's expectation that GEO will
maintain, if not improve, its current credit metrics coupled with
sufficient liquidity coverage. It also factors Moody's concerns
surrounding federal, state and local government budget pressures
which may lead to cancellation of existing contracts and demand
for new contracts.

Moody's would likely upgrade GEO should the company sustain fixed
charge coverage (EBITDAR/fixed charges (inclusive of interest
expense, capitalized interest, income taxes, principal
amortization and rent expense)) in excess of 2.0x over the next
several quarters, maintain gross operating margins closer to 20%,
and keep secured debt levels closer to 20% of gross assets.

A return to a stable outlook would likely result from any
increases in secured debt, net debt to EBITDA above 5x, fixed
charge coverage below 2.0x, and or a stall in revenue growth due
to major client loss.

Moody's last rating action with respect to GEO Group, Inc. was on
February 1, 2011 when Moody's assigned a B1 rating to the
company's senior unsecured debt issuance of approximately $300
million.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.

GEO Group, Inc. (NYSE: GEO) provides government outsourced
services focused on the management and ownership of correctional,
detention and residential community based services to Federal,
State, and local governments in the United States, Australia, the
United Kingdom, South Africa and Canada.


GEO GROUP: S&P Affirms 'B+' CCR & Rates $1-Bil. Facility 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B+' corporate
credit rating on Boca Raton, Fl.-based The GEO Group Inc.  The
outlook is stable.

At the same time, S&P assigned a 'BB' issue rating to the proposed
$1 billion senior secured credit facility, which is composed of a
$700 million five-year revolving credit facility and a
$300 million seven-year term loan B.  The recovery rating is '1',
which indicates S&P's expectation of very high recovery (90% to
100%) for senior secured creditors in the event of a payment
default.  S&P also assigned a 'B+' issue rating to the proposed
$300 million 10-year senior unsecured notes.  The recovery rating
is '4', which indicates S&P's expectation of average recovery (30%
to 50%) for senior unsecured creditors in the event of a payment
default.

The 'B+' issue ratings and '4' recovery ratings on the existing
7.75% $250 million senior unsecured notes due 2017 and $6.625%
$300 million senior unsecured notes due 2021 remain unchanged.
S&P will withdraw the 'BB' issue ratings and '1' recovery ratings
on the existing senior secured credit facility upon repayment.

The ratings on The GEO Group reflect S&P's assessment that the
company's business risk profile will remain "fair" and its
financial risk profile will remain "highly leveraged" over the
next one to two years, even after considering the REIT conversion.

"The company benefits from high barriers to entry in the private
correctional industry, but it is vulnerable to the decision-making
of a concentrated base of customers from various levels of the
U.S. government," said Standard & Poor's credit analyst Brian
Milligan.  "We continue to forecast credit ratios will remain weak
and financial policy will remain aggressive."

The stable outlook reflects S&P's expectation that organic growth
will remain low, given ongoing U.S. government budget deficit
issues, and debt reduction will remain limited, given an
aggressive financial policy.


GENERATION RESOURCES: 10th Circ. Rules on Asset Transfer Issue
--------------------------------------------------------------
Brian Mahoney of BankruptcyLaw360 reported that allegedly
fraudulently transferred property is not part of a bankruptcy
estate until recovered and is therefore beyond the reach of an
automatic stay, the Tenth Circuit said Tuesday in a circuit-
splitting decision arising from the Chapter 7 of wind power
company Generation Resources Holding Company LLC.

The report related that in a precedential ruling, a three-judge
panel said that a standard interpretation of the federal statute
governing the recovery of property in bankruptcy does not include
fraudulently transferred property that has yet to be recovered.

                  About Generation Resources

Headquartered in Leawood, Kansas, Generation Resources Holding Co.
-- http://www.grhc.biz/-- was building or had built several wind-
energy projects in Pennsylvania when it filed a Chapter 7
bankruptcy petition in 2008 to relieve itself of monetary
obligations.

The company owed $6 million unsecured nonpriority claims to
creditors.  Black & Veatch Corp. holds a $2.2 million claim
against Generation Resources in the form of a contingent interest
promissory note, while two community foundations in Pennsylvania
also hold an evenly divided promissory note against the company
worth $2.6 million.  Freestream Capital LLC, which has a $1
million contract with Generation Resources, also holds an
unsecured claim.


GOOD SAM: Hikes Borrowings Under Amended Credit Pact to $35-Mil.
----------------------------------------------------------------
Good Sam Enterprises, LLC, and The Bank of New York Mellon Trust
Company, N.A., as trustee under the Indenture dated Nov. 30, 2010,
governing the Company's 11.5% Senior Secured Notes due 2016,
executed an amendment to the Indenture modifying the definition of
"Permitted Debt" to increase the amount of indebtedness that may
be incurred pursuant to the Credit Facilities from $25 million to
$35 million.  Also on March 6, 2013, the Company, Trustee and
SunTrust Bank, as administrative agent, entered into an amendment
to the Intercreditor Agreement dated Nov. 30, 2010, relating to
the Credit Facilities to reflect the increase in the maximum
amount of Indebtedness that may be incurred pursuant to the Credit
Facilities.  Both amendments became effective on March 6, 2013.

On March 6, 2013, Camping World, Inc., a wholly owned subsidiary
of the Company, and CWI, Inc., a wholly owned subsidiary of
Camping World, Inc., entered into a Tenth Amendment to the Credit
Agreement dated as of March 1, 2010, among themselves, as
borrowers, certain subsidiaries of Borrowers as guarantors, the
financial institutions as the Lenders and SunTrust Bank, as the
Issuing Bank and Administrative agent.  The amendment increased
the maximum amount of indebtedness that may be incurred pursuant
to the Credit Agreement to $35 million, reduced the interest rate
margin to 2.50%, and extended the maturity to the earlier of
March 1, 2018, or 180 days prior to the maturity of the Notes or
any notes issued or exchanged to refinance the Notes.  The Notes
are effectively subordinated to the Credit Agreement pursuant to
the terms of the Intercreditor Agreement.

On March 1, 2013, the Company received the requisite consents from
noteholders of the Notes conducted pursuant to its Consent
Solicitation Statement dated Jan. 30, 2013.  Holders of
$308,317,000, in aggregate principal amount of the Notes,
representing 94.7% of the $325,574,000 in outstanding principal
amount of Notes as of the Dec. 30, 2012, record date for the
consent solicitation, consented to amend the Indenture and the
Intercreditor Agreement.  The consents received from noteholders
are in excess of the requisite majority of the outstanding
principal amount of the Notes necessary to approve the amendments.

                          About Good Sam

Ventura, Calif.-based Affinity Group Holding, Inc., now known as
Good Sam Enterprises, LLC, is a holding company and the direct
parent of Affinity Group, Inc.  The Company is an indirect wholly-
owned subsidiary of AGI Holding Corp, a privately-owned
corporation.  The Company is a member-based direct marketing
organization targeting North American recreational vehicle owners
and outdoor enthusiasts.  The Company operates through three
principal lines of business, consisting of (i) club memberships
and related products and services, (ii) subscription magazines and
other publications including directories, and (iii) specialty
merchandise sold primarily through its 78 Camping World retail
stores, mail order catalogs and the Internet.

The Company's balance sheet at March 31, 2012, showed
$232.60 million in total assets, $486.69 million in total
liabilities, and a $254.09 million total members' deficit.

                           *     *     *

Affinity Group Inc. carries 'B3' long term corporate family and
probability of default ratings, with 'stable' outlook, from
Moody's Investors Service.

As reported in the Troubled Company Reporter on November 9, 2010,
Standard & Poor's Ratings Services assigned Affinity Group Inc.'s
proposed $325 million senior secured notes due 2016 its
preliminary 'B-' issue-level rating.  Following the close of the
proposed transaction, S&P expects to assign a 'B-' corporate
credit rating to Affinity Group Inc., and withdraw S&P's current
'D' corporate credit rating on Affinity Group Holding Inc.  A
portion of the proceeds of the new notes will be used, in
conjunction with cash contributions from Holding's parent, to
repay in full $88 million of senior notes that are currently
outstanding at Holding.

S&P said the expected 'B-' corporate credit rating on Affinity
Group reflects S&P's expectation that, following the proposed
refinancing transaction, adjusted debt leverage will be reduced by
about 1x, the company will not have any meaningful near-term debt
maturities, and the company will generate some discretionary cash
flow (albeit minimal).  Still, credit measures will remain
relatively weak, as adjusted debt leverage will remain above 6.0x
(S&P's operating lease adjustment adds about a turn to leverage),
and S&P expects interest coverage to remain in the low- to mid-
1.0x area over the intermediate term.


GREAT PLAINS: PCO-Mayfield Wants Chapter 11 Trustee to Take Over
----------------------------------------------------------------
PCO-Mayfield, Ltd. filed a motion with the U.S. Bankruptcy Court
seeking appointment of a chapter 11 trustee in the bankruptcy of
Great Plains Exploration, LLC.

Pursuant to a contract entered prepetition, the Debtor agreed to,
among other things, operate a certain well for PCO, account for
the oil and gas produced therefrom, sell the gas and oil for or on
behalf of PCO's account, and account to PCO for the revenue
received from the Well's operation in exchange for a monthly
management fee.  According to the Debtor's Schedules of Assets and
Liabilities, as of the Petition Date, the Debtor owed PCO
$23,700.52.

PCO wants a trustee to take control and responsibility for the
Debtor's ongoing business operations for these reasons:

   (i) The Debtor has failed, in direct violation of the Court's
       order, to pay to PCO all post-petition deficiencies accrued
       to date under the Agreement;

  (ii) The Debtor has failed, in direct violation of the Court's
       order, to pay all future obligations owed to PCO under the
       agreement beginning with the August;

(iii) The Debtor continues to violate the agreement by failing to
       provide production reports and by failing to turn over all
       income and proceeds from the sale of all the oil and gas
       produced from the Well; and

  (iv) The Debtor has and continues to convert gas from the Well
       for its benefit.

A hearing on the PCO request is set for March 21, 2013 at 9:30
a.m. at Bankruptcy Courtroom, U.S. Courthouse, 17 South Park Row,
Erie.

                        About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


H.J. HEINZ: Fitch Lowers Sr. Unsecured Notes Rating to 'BB-'
------------------------------------------------------------
Fitch Ratings has resolved the Rating Watch Negative placed on
H.J. Heinz Company and its subsidiaries on Feb. 15, 2013 following
the Berkshire Hathaway, Inc. and 3G Partners Ltd. buyout
announcement. The transaction is valued at $28 billion, including
the assumption of $5.3 billion of debt including hedge accounting
adjustments at Jan. 27, 2013, and represents roughly 13.0x Heinz's
LTM EBITDA of $2.2 billion. The buyout is expected to close in the
third quarter of 2013, subject to shareholder and regulatory
approval. The financing terms and expected capital structure have
been reviewed.

On the assumption that the buyout will occur, Fitch has downgraded
the long-term ratings of H.J. Heinz Company (Heinz) and its
subsidiaries and revised the Rating Outlook to Stable.

Fitch has downgraded the following ratings:

H.J. Heinz Co.
-- Long-term Issuer Default Rating (IDR) to 'BB-' from 'BB+';
-- Senior unsecured notes to 'BB-' from 'BB+'.

H.J. Heinz Finance Co.
-- Long-term IDR to 'BB-' from 'BB+';
-- Senior unsecured notes to 'BB-' from 'BB+'.

H.J. Heinz Finance UK Plc.
-- Long-term IDR to 'BB-' from 'BB+';
-- Senior unsecured notes 'BB-' from 'BB+'.

Fitch has affirmed these ratings:

H.J. Heinz Co
-- Short-term IDR at 'B';
-- Commercial paper (CP) at 'B';
-- Bank facilities at 'BB+'.

H.J. Heinz Finance Co.
-- Short-term IDR at 'B';
-- CP at 'B';
-- Bank facilities at 'BB+' (as co-borrower);
-- Series B Preferred Stock at 'BB-'.

Fitch has concurrently assigned the following ratings to the
proposed debt used to finance the buyout by Berkshire and 3G:

Hawk Acquisition Sub., Inc. (to be merged into H.J. Heinz Co. at
closing)
-- Secured credit facility 'BB+';
-- 2nd lien notes 'BB'.

Hawk Acquisition Holding Corp. (Parent)
-- Long-term IDR 'BB-'.

Fitch expects to withdraw the following ratings on existing
facilities upon closing of the transaction:

H.J. Heinz Co.
-- Bank facilities 'BB+';
-- Commercial paper (CP) 'B'.

H.J. Heinz Finance Co.
-- Bank facilities 'BB+' (as co-borrower).
-- CP 'B';
-- Series B Preferred Stock 'BB-'.

Financing for the buyout includes $4.12 billion of common equity
from 3G and $12.12 billion of equity, inclusive of $8 billion of
preferred equity with warrants, from Berkshire. Additionally, Hawk
Acquisition Sub., Inc. (Hawk) intends to issue $10.5 billion of
first-priority term loans due 2019 and 2020 along with a $1.5
billion first-priority revolver. Hawk also plans to issue $2.1
billion of long-term second-lien notes at or prior to transaction
close or enter into a second-lien bridge facility of up to $2.1
billion to the extent such notes are not issued.

Key Rating Drivers:

The rating actions balance Heinz's highly leveraged capital
structure post buyout with its low business risk, above-average
revenue growth, potentially higher operating income as a private
firm, and consistent cash flow generation. 3G has proven its
ability to increase operating profitability and de-lever acquired
firms. Anheuser Busch InBev NV/SA and Burger King Worldwide, Inc.
both experienced significant margin expansion and steady
deleveraging after being acquired by 3G.

Fitch expects Heinz's operating EBITDA growth to exceed the firm's
4%-6% historical average under its new ownership structure due to
the combination of mid-single digit organic revenue growth and
cost reductions. Fitch also believes Heinz is capable of
generating average annual FCF of more than $200 million over the
two years following the buyout, despite a substantial increase in
interest expense and $720 million of annual preferred dividends.
Annual operating cash flow and FCF averaged $1.2 billion and over
$425 million, respectively over the past 10 years.

Heinz's low business risk and the stability of its operations have
been demonstrated over time as the firm's revenue and operating
earnings held up well during the recent global economic slowdown.
Even with an approximate 30% exposure to pressured European
consumers, the firm has continued to take pricing and grow
volumes. Growth in emerging markets will continue to outpace that
of developed markets with opportunities to further expand Heinz's
core portfolio of meals/snacks, ketchup/sauces, and infant
nutrition around the globe in both retail and foodservice.

Integrated into the ratings is Fitch's treatment of the $8 billion
9% cumulative perpetual preferred stock to be held by Berkshire.
Fitch has classified 50% of the principal as equity and 50% as
debt. The terms of the preferred allow for dividend deferral and
the existence of incentives to issue common equity reduces the
company's overall financial risk. Pro forma total debt adjusted
for the equity treatment of these hybrid securities will
approximate $17 billion and total debt with equity credit-to-
operating EBITDA will exceed 7.0x, up from roughly $5 billion and
2.4x, respectively for the LTM period ended Jan. 27, 2013.
Nonetheless, Fitch anticipates that total debt with equity credit-
to-operating EBITDA can decline to below 6.0x within two years of
the buyout based on significant anticipated operating earnings
growth and modest debt reduction.

The ratings also incorporate Heinz's product and geographic
diversification and leading market share positions in major
product categories. Ketchup and sauces represented 45% of fiscal
2012 sales while meals and snacks represented 38%, infant
nutrition represented 11%, and other products represented the
remaining 6%. Heinz generates about two-thirds of its sales
outside the U.S., with emerging markets representing nearly 25% of
the firm's $11.6 billion of revenue.

For the nine months ended Jan. 27, 2013, organic revenue growth
was 3.7% due to 2.1% pricing and 1.6% volume growth. Volume gains
in emerging markets were partially offset by declines in
Continental Europe, Australia, and Italy while pricing increased
across developing markets as well as in Continental Europe and
U.S. food service. Reported operating income increased 9.4% to
$1.28 billion for the nine-month period due to benefits of higher
pricing, volume, and productivity initiatives.

Liquidity, Maturities, Covenants, and Collateral:

Heinz has historically maintained high levels of liquidity with
year-end cash averaging over $1 billion since 2011. Liquidity and
on-going financial flexibility is expected to remain adequate
despite considerable debt levels following the buyout. Heinz will
maintain a $1.5 billion five-year revolver and is expected to
continue to hold high cash balances as cash flow generation
remains robust. Fitch views the ability to defer $720 million
preferred dividend as being a potential lever partners could pull
should there be an unanticipated deterioration in cash flow and/or
liquidity constraints. Berkshire's 50% common equity stake
supports this view.

Solid FCF generation will be enabled by EBITDA growth and the
potential for additional working capital improvement. The $720
preferred dividend is a moderately incremental replacement to the
$650 million of common dividends distributed by Heinz prior to the
buyout. Capital expenditures should also decline modestly as
spending behind Heinz's Project Keystone, a multi-year program to
drive productivity and standardize systems, comes to an end.

Maturities will be limited in the intermediate term, eliminating
refinancing risk should market conditions worsen. Debt incurred
for the transaction is expected to have maturities five to seven
years out. Financial covenants are expected to be minimal for the
newly issued debt. Existing debt that will not be refinanced as
part of this transaction (roll over notes) are long dated and are
not likely to be due until 2028, 2030, 2032 and 2039.

In terms of collateral, the first-priority debt will be secured by
a perfected first-priority security interest in substantially all
tangible and intangible property with carve-outs that include
Principal Property as defined by indentures governing rollover
notes. Based on Fitch's interpretation this includes the gross
book value of certain manufacturing, processing plant or
warehouses located in the U.S. Fitch views the value of the
collateral as meaningful as it is substantially based on the value
of Heinz's trademarks; which include namesake Heinz, Ore-Ida, and
Smart Ones. Collateral for junior-lien debt will include a second-
priority security interest in assets securing the first-priority
debt.

Rating Sensitivities:

An upgrade of Heinz's ratings is not anticipated in the near term.
However, faster than expected deleveraging, accelerated top line
growth, and greater than projected cost reductions would be viewed
positively making upward migration in ratings possible. A
commitment to operating with total debt with equity credit-to-
operating EBITDA below 5.0x and continued generations of
meaningful FCF would also be a prerequisite for any upgrades.

Further downgrades could occur if deleveraging is slower than
Fitch expected or total debt with equity credit-to-operating
EBITDA is maintained in the 7.0x range. Failure to achieve cost
reduction targets, weakening organic growth or margin contraction,
or increased debt levels could trigger adverse rating actions. The
inability to generate FCF or a sustained loss of market share in
core product categories would also be viewed negatively.


H.J. HEINZ: S&P Gives 'BB' Rating to $12-Bil. Sr. Sec. Facilities
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to H.J. Heinz Co.'s proposed $12 billion senior secured
credit facilities.  The recovery rating is '2', indicating S&P's
expectation for substantial (70% to 90%) recovery for lenders in
the event of a payment default.  The new issue-level ratings for
the proposed senior secured facilities are not on CreditWatch but
are dependent on a successful completion of the company's proposed
recapitalization and buyout transaction, are based on the expected
long-term rating of 'BB-' upon completion of the acquisition, and
are subject to a review of final documentation by Standard &
Poor's.

"The ratings reflect our belief that following the completion of
the buyout and recapitalization transaction as currently
described, Heinz will have a materially weaker credit profile
because of the increased debt," said Standard & Poor's credit
analyst Bea Chiem.

S&P's 'BBB+' corporate credit rating on Heinz remains on
CreditWatch with negative implications.  Following the successful
completion of this recapitalization and buyout transaction, S&P
anticipates lowering the long-term corporate credit rating five
notches to 'BB-' and removing this rating from CreditWatch.  S&P
would also lower the short-term and commercial paper ratings
to 'B' from 'A-2'.

The ratings on the company's existing senior unsecured notes and
preferred stock remain unchanged and on CreditWatch, and will be
withdrawn upon repayment.


HANOVER INSURANCE: S&P Raises Jr. Subordianted Debt Rating to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has corrected its
rating on The Hanover Insurance Group Inc.'s outstanding junior
subordinated deferrable-interest debt by raising it to 'BB' from
'BB-'.

Under S&P's current hybrid criteria, junior subordinated notes
from companies with investment-grade issuer credit ratings (ICRs)
are rated two notches below the ICR (one notch for subordination
and one for deferability), but S&P's rating on this junior
subordinated debenture was three notches below S&P's ICR on the
Hanover Group.  This action corrects this error.

RATINGS LIST

The Hanover Insurance Group Inc.
Counterparty Credit Rating              BBB-/Stable/--

Ratings Raised                         To               From
The Hanover Insurance Group Inc.
Jr. Subordinated Debt                 BB               BB-


HAWK ACQUISITION: Moody's Assigns First-Time 'Ba3' CFR
------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
and Ba3-PD Probability of Default Rating to Hawk Acquisition Sub.
Inc., a newly-formed entity that will facilitate the pending
leveraged acquisition of H.J. Heinz Company (Baa2, RUR-Down) by an
investor group in a deal valued at $28 billion.

Moody's also assigned provisional ratings to debt classes proposed
to be issued as part of the transaction. These include senior
secured bank facilities at (P)Ba2; senior secured second-lien
notes at (P)B1; and senior unsecured notes at (P)B2. The rating
outlook is stable.

The ratings of H.J. Heinz Company remain under review for
downgrade. These ratings were placed under review on February 14,
2013 following the company's announcement that it had agreed to be
acquired by Berkshire Hathaway and 3G Capital for $72.50 per
share. The transaction is expected to close in the third quarter
of 2013, subject to Heinz's shareholder approval and regulatory
review.

The Ba3 Corporate Family Rating reflects high financial leverage
that will result from the LBO transaction with 6.3 times
debt/EBITDA anticipated on a reported basis and about 10 times
debt/EBITDA including $8 billion of preferred stock. Cash flow
metrics are weakened by high interest expense and at least $720
million of dividends, which Moody's assumes will be upstreamed
annually to service the 9% parent company preferred stock issued
to Berkshire as part of the financing. Moody's also takes into
consideration Heinz's strong global franchise and its attractive
future growth opportunities in emerging markets such as Brazil,
Russia, and Indonesia where the company has expanded profitably in
recent years. In addition, Moody's expects that new and ongoing
cost savings initiatives under the new ownership will be a key
driver of earnings growth and financial deleveraging.

Ratings assigned

Hawk Acquisition Sub, Inc. (to be merged into H.J. Heinz Company):

  Corporate Family Rating at Ba3;

  Probability of Default rating at Ba3-PD;

  $10.5 billion of senior secured first-lien debt at (P)Ba2;

  $2.1 billion of senior secured second-lien debt at (P)B1;

  $0.9 billion of senior unsecured debt at (P)B2 (expected to be
  assumed from Heinz);

The outlook is stable.

The CFR and PDR ratings reflect the proposed capital structure
total debt outstanding at closing of approximately $13.5 billion.
The debt classes have been assigned provisional ratings because
the final ratings of these debt classes could be affected by
variation in the proportion of each debt class within the $13.5
billion total. This partly reflects uncertainty about the amount
of existing debt that will be put back to Heinz under change of
control provisions.

The acquisition plan calls for Hawk Acquisition Sub to be merged
into Heinz at closing with Heinz being the surviving company.
Should the transaction close with the structure as currently
contemplated, Moody's anticipates concluding its review by
lowering to B2 the ratings of any existing senior unsecured Heinz
debt that is assumed by the acquisition entity, and assigning
definitive ratings to the newly issued debt securities. Moody's
expects to assign definitive ratings at closing according to the
provisional ratings to Hawk Acquisition.

Berkshire and 3G are contributing a considerable amount of equity
to the deal including $4.12 billion each in common equity and an
additional $8 billion of holding company preferred equity by
Berkshire. The balance of the financing will consist of new and
assumed debt totaling $13.5 billion. Moody's expects that 3G
Capital will manage the day-to-day operations of Heinz post-
acquisition while Berkshire will be a more passive investor. 3G,
an investment firm led by Brazilian billionaire Jorge Paulo
Lemann, has successfully executed cost reduction programs with
other acquisitions, some of which have been maintained as holdings
far longer than the 3-5 year time-frame often targeted by private
equity firms for seeking to exit an investment.

"We believe that 3G Capital's strategy to use Heinz as a platform
for international growth is consistent with the company's
attractive growth opportunities, especially in emerging markets,"
commented Brian Weddington, Senior Credit Officer at Moody's.
"However, we expect that in the near-term, the focus will be
applying its expertise in extracting major cost efficiencies to
try to quickly improve Heinz's operating margins and generate
stronger cash flow, which will accelerate deleveraging and provide
more financial flexibility. We also expect that Berkshire will
have a conservative influence on the company's financial
policies," added Weddington.

Moody's notes that the $8 billion of parent-company cumulative
perpetual preferred stock issued to Berkshire, bearing a 9%
coupon, is viewed as being akin to a debt security (Basket "A" or
100% debt like) due to considerations that include a put feature
in 8 years. There are economic incentives to call the security as
early as the first call date on the third anniversary from
closing. This raises the likelihood that the $8 billion of parent-
company preferred stock will be retired ahead of debt holders at
the operating company level. However, Moody's also recognizes that
these securities provide strong loss absorption to more senior
elements of the capital structure, and provide for accruing
dividends as opposed to a mandatory cash dividend -- offering an
element of financial flexibility. For these reasons, Moody's
evaluates the effective leverage of the enterprise as well as the
reported leverage.

The principal methodology used in this rating was the Global
Packaged Goods published in December 2012. 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 Pittsburgh, PA, H.J. Heinz Company is a leading
marketer and producer of branded foods in ketchup, condiments,
sauces, meals, soups, snacks and infant foods. Key brands include
Heinz Ketchup, sauces, soups, beans, pasta and infant foods, Ore-
Ida French Fries and roasted potatoes, Smart Ones meals and
Plasmon baby food. For the last twelve month period ended January
2013, Heinz generated sales of approximately $11.7 billion. Heinz
operates in over 200 countries and employs 32,000 people
worldwide.

Hawk Acquisition Sub, Inc. is a wholly owned subsidiary of Hawk
Acquisition Holding Corporation that was formed solely for the
purpose of acquiring Heinz and has not engaged in any business
except for activities related to its formation, completing the
transactions contemplated by the merger agreement and arranging
the related financing. Hawk Acquisition Holding Corporation is
controlled by Berkshire Hathaway and 3G Capital. Upon completion
of the merger, Hawk Acquisition Sub will cease to exist as a
separate entity.


HELLER ERHMAN: Partners' New Firms on Hook
------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that when a law firm fails and needs a way to pay its creditors,
it often knocks on the doors of the firms that hired away its
partners.

Now a federal judge, in lawsuits involving Heller Ehrman LLP, a
San Francisco law firm that dissolved in September 2008, has ruled
that those firms must fork over profits generated by work that
partners started at their old law firm -- such as continuing cases
-- and took to their new positions, WSJ related.

Judge Dennis Montali, of the U.S. Bankruptcy Court in San
Francisco, said Monday that four law firms -- Jones Day, Davis
Wright Tremaine LLP, Foley & Lardner LLP and Orrick, Herrington &
Sutcliffe LLP -- owe Heller's estate for the profits they made on
work that originated at Heller before its demise, WSJ further
related.  The report noted that he is the latest judge to weigh in
on the issue at a time when such lawsuits are being watched
closely by lawyers as the legal industry works through several
law-firm failures of recent years.  Judge Montali's ruling, which
didn't determine how much the firms owe Heller, is likely to be
appealed, according to WSJ.

WSJ related that in the Heller situation, attorneys hired to
recoup money for the collapsed firm's creditors went after the new
employers of Heller's former partners and reached unfinished-
business settlements with most. Monday's ruling affects the law
firms that decided to fight the unfinished-business lawsuits, the
report said.

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Calif., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  The Court confirmed
Heller Ehrman's Plan of Liquidation in September 2010.


HOVNANIAN ENTERPRISES: Files Form 10-Q, Incurs $11.3MM Loss in Q1
-----------------------------------------------------------------
Hovnanian Enterprises, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $11.31 million on $358.21 million of total revenues
for the three months ended Jan. 31, 2013, as compared with a net
loss of $18.26 million on $269.59 million of total revenues for
the same period during the prior year.

The Company's balance sheet at Jan. 31, 2013, showed $1.58 billion
in total assets, $2.06 billion in total liabilities and a $481.23
million total deficit.

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

                       http://is.gd/PZaA8w

                    About Hovnanian Enterprises

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

                           *     *     *

As reported by the TCR on Nov. 7, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Hovnanian
Enterprises Inc. to 'CCC+' from 'CCC-' and removed it from
CreditWatch positive.

"We raised our corporate credit rating to reflect operating
performance that is better than we expected, resulting in
narrowing pretax losses," said credit analyst George Skoufis.  "It
also reflects improved liquidity following the recent debt
issuances that will extend the bulk of the company's 2016
maturities to 2020 and reduce its overall interest burden."

In the Dec. 11, 2012, edtiiton of the TCR, Fitch Ratings has
affirmed the ratings for Hovnanian Enterprises, Inc. (NYSE: HOV),
including the company's Issuer Default Rating (IDR), at 'CCC'.
The rating for HOV is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity.  The rating additionally reflects the
company's liquidity position, substantial debt and high leverage.

Hovnanian carries 'Caa2' corporate family and probability of
default ratings from Moody's.

Moody's said in April 2012 that the Caa2 corporate family rating
reflects Hovnanian's elevated debt leverage weak gross margins,
continued operating losses, negative cash flow generation, and
Moody's expectation that the conditions in the homebuilding
industry over the next one to two yeas will provide limited
opportunities for improvement in the company's operating and
financial metrics.  In addition, the ratings consider Hovnanian's
negative net worth position, which Moody's anticipates will be
further weakened by continuing operating losses and impairment
charges.  As a result, adjusted debt leverage, currently standing
at 149%, is likely to increase further.


IMAGEWARE SYSTEMS: Inks Employment Agreements with 3 Executives
---------------------------------------------------------------
ImageWare Systems, Inc., entered into employment agreements with
Messrs. Wayne Wetherell, the Company's Senior Vice President and
Chief Financial Officer; Charles AuBuchon, the Company's Vice
President, Business Development; and David Harding, the Company's
Vice President and Chief Technical Officer, which Agreements
terminate on Dec. 31, 2013.  Under the terms of the Agreements,
Messrs. Wetherell, AuBuchon and Harding are to be paid bi-monthly
payments of $8,638, $6,875 and $9,375, respectively.  In the event
of a Change in Control, as that term is defined in the Agreements,
or in the event of a termination without cause, the Executives are
entitled to, among other payments and benefits, severance equal to
six month's salary.

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

The Company reported a net loss of $3.18 million in 2011,
compared with a net loss of $5.05 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $10.49
million in total assets, $8.35 million in total liabilities and
$2.14 million in total shareholders' equity.


IN THE PLAY: Secured Creditors Want Chapter 11 Trustee
------------------------------------------------------
Secured creditors Maxx Holdings, Inc. and Sports Equity Fund 2,
LLC ask the Court to order the appointment of a Chapter 11 trustee
to take over management of alleged debtor, In The Play, Inc.

They claim that James A. Aman, ITP's President and Chief Executive
Officer, has taken a promising company with patents and other
intellectual property and has grossly mismanaged it until the
company has become helplessly insolvent.

"The actions of ITP's current management present a sorry tale of
mismanagement, and breaches of fiduciary duty to ITP's creditors
and shareholders that warrant the emergency appointment of a
Chapter 11 trustee to oversee the reorganization of the Debtor's
estate," the Secured Creditors aver in court filings.

According to the Secured Creditors, Mr. Aman's management of ITP
has been marked by a long series of acts of incompetence and gross
mismanagement.  Under Mr. Aman's management, the Debtor began to
experience periods of insolvency beginning in at least
October/November 2011.  By July 2012, the Debtor was informing its
investors and creditors that "for all intents and purposes we are
out of money."

"After admitting ITP's insolvency, Aman's management of ITP's
business and operation has been neither prudent nor reasonable.
Aman informed the Secured Lenders that his primary concern was
protecting the assets of the Debtor from the Secured Lenders and
stated that he would take steps to protect the assets of ITP from
creditors and make sure that creditors are paid as little as
possible over the longest time period allowed," according to the
court filings.

Maxx and SEF 2, which are owed $1.33 million and $537,854 under
certain debentures, assert that to protect and prevent further
immediate and material harm to the interest of ITP's creditors and
ITP itself, Mr. Aman must be removed post haste from management
and replaced by a disinterested chapter 11 trustee to oversee the
Debtor's reorganization.

The Secured Creditors are represented by:

         Eric Lopez Schnabel, Esq.
         DORSEY & WHITNEY LLP
         300 Delaware Avenue, Suite 1010
         Wilmington, DE 19801
         Telephone: (302) 425-7171
         Facsimile: (302) 425-7177
         E-mail: schnabel.eric@dorsey.com

Three alleged creditors filed an involuntary Chapter 11 petition
for Lansdale, Pennsylvania-based In The Play, Inc., (Bankr. E.D.
Pa. Case No. 13-11666) in Philadelphia on Feb. 27, 2013.  The
petitioners are Richard Strauss (with $479,443 in claims), JAAZ,
LLC ($409,166) and Andrew Michelin ($157,522).  Garabed Kendikian,
Esq., at the Law Offices of Charles Kendikian, LLC, serves as
counsel to the petitioners.


IN THE PLAY: Secured Creditors Obtain TRO
-----------------------------------------
Secured creditors Maxx Holdings, Inc. and Sports Equity Fund 2,
LLC obtained a temporary restraining order and preliminary
injunction against alleged debtor In the Play Inc.

The general rule under 11 U.S.C. Sec. 303(f) is that during the
period between the commencement of an involuntary bankruptcy case
and before and until an order for relief is entered -- the gap
period -- the debtor may use, acquire and dispose of property as
if an involuntary case had not been commenced.  The Secured
Creditors sought an injunction that provides that during the gap
period, the putative debtor will be subject and will comply with
the requirements of 11 U.S.C. Sec. 363.

The Secured Creditors argued that allowing James A. Aman, ITP's
President and Chief Executive Officer, to act on behalf of the
Debtor's estate until such time as the Court has entered an order
in the Bankruptcy Court on their bid to have a Chapter 11 trustee
take over management of the Debtor will prohibit the Debtor from
successfully emerging from Chapter 11 and likely lead to the
substantial diminishment of the Debtor's assets.

Maxx and SEF 2, which are owed $1.33 million and $537,854 under
certain debentures, commenced an adversary proceeding to bar the
Debtor from:

  (a) incurring any debt on the Debtor's behalf in an amount in
excess of $10,000;

  (b) in any way transferring, encumbering, exchanging, expending,
pledging, loaning, selling, or otherwise disposing of, directly or
indirectly, (i) any asset of the Debtor or any interest therein
with a value in excess of $6,500, or (ii) any combination of
assets with an aggregate value in excess of $12,500;

  (c) engaging in, entering into, or agreeing to any transaction,
contract, or agreement the value of which exceeds $6,500, or any
combination of transactions, contracts, or agreement with an
aggregate value in excess of $12,500;

  (d) entering into or agreeing to any transaction, the
consummation of which would require the approval of or a vote by
the Secured Lenders, or amending any such agreement or
transaction;

  (e) increasing any officer's or director's compensation or
benefits or entering into, terminating or amending any employment
agreement, severance or other similar agreement providing for
compensation, the accelerated vesting of stock options or other
benefits to any employees or agents of the Debtor;

  (f) undertaking, authorizing, or directing, or agreeing or
committing to undertake, authorize, or direct, any actions which
would effect or be likely to effect a change of control of the
Debtor of any of its assets;

  (g) entering into any agreement with respect to a merger, tender
offer, restructuring, or recapitalization involving the Debtor;

  (h) undertaking, authorizing, or directing any action to cause
the dissolution, liquidation, or winding up of the Debtor, unless
any such action is brought and maintained in this Court;

  (i) amending, modifying, or repealing the by-laws, certificate
of incorporation, or any other governing document of the Debtor;

  (j) issuing, selling, exchanging, converting, purchasing, or
otherwise acquiring or disposing of, committing or agreeing to
issue, sell, or purchase, any stock, stock options, securities, or
other indication of ownership of the Debtor, including, without
limitation, issuing any stock of the Debtor upon the exercise of
options granted to officers, directors or employees of the Debtor
prior to the date hereof;

  (k) instituting any legal proceedings involving the Debtor
and/or any of its directors, officers, or stockholders, unless any
such action is brought and maintained in this Court or involves
the parties; until either (x) the entry of a final non-appealable
order on the docket in the Debtor's case no. 11666; or (y) the
Office of the United States Trustee appoints a Chapter 11 Trustee
in the Bankruptcy Case.

                        About In The Play

Three alleged creditors filed an involuntary Chapter 11 petition
for Lansdale, Pennsylvania-based In The Play, Inc., (Bankr. E.D.
Pa. Case No. 13-11666) in Philadelphia on Feb. 27, 2013.  The
petitioners are Richard Strauss (with $479,443 in claims), JAAZ,
LLC ($409,166) and Andrew Michelin ($157,522).  Garabed Kendikian,
Esq., at the Law Offices of Charles Kendikian, LLC, serves as
counsel to the petitioners.


INTERFAITH MEDICAL: Seeks Authority to Employ E&Y as Auditor
------------------------------------------------------------
Interfaith Medical Center, Inc., seeks authority from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Ernst & Young LLP as independent advisor, nunc pro tunc to Jan.
28, 2013.

E&Y LLP will charge the Debtor a fixed fee of $290,000 for all
core audit services provided after the Petition Date.  Core audit
services include auditing and reporting on the financial
statements of the Debtor for the year ended December 31, 2012; and
auditing and reporting on each major program of the Debtor for the
year ended December 31, 2012, in accordance with the Single Audit
Act Amendments of 1996, and the provisions of OMB Circular A-133
Audits of States, Local Governments and NonProfit Organizations.

For all non-core audit services, E&Y LLP will charge the Debtor
these hourly rates:

      Professional              Hourly Rate
      ------------              -----------
      National Accounting
      Technical Partner            $400
      Partner                      $390
      Senior Manager               $325
      Manager                      $260
      Senior                       $185
      Staff                        $125

E&Y LLP assures the Court that it is a "disinterested person" as
that term is defined in section 101(14) of the Bankruptcy Code,
and does not represent an interest adverse to the Debtor and its
estates.

A hearing on the request is set for March 18, 2013.

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.


INVESTORS CAPITAL: Court OKs DelCotto as Bankruptcy Counsel
-----------------------------------------------------------
Investors Capital Partners II, LP, and its affiliates sought and
obtained permission from the Bankruptcy Court to employ DelCotto
Law Group PLLC as their attorneys, effective as of Dec. 19, 2012.

The firm's current rates range from $200 to $450 per hour for
attorneys and from $85 to $150 per hour for paralegals, which
rates are adjusted periodically.  The firm charges normal and
reasonable charges for expenses such as copying, facsimiles,
mileage, postage, etc., for which it intends to seek
reimbursement.

The firm has received a $10,000 retainer for services and expenses
rendered prepetition (including filing fees) and holds the
remaining balance of $503.50 in escrow.

Laura Day DelCotto, a member of the firm, says the firm has
neither in the past nor currently represented any creditors in any
matters related to the Debtors or their affairs.

                      About Investors Capital

Brentwood, Tennessee-based Investors Capital Partners II, LP and
two affiliates sought Chapter 11 protection (Bankr. W.D. Ky. Case
Nos. 12-11575 to 11677) in Bowling Green, Kentucky, on Dec. 19,
2012.

ICP II estimated assets of at least $10 million and liabilities of
less than $10 million.  It owns a 35-acre commercial development
near Glasgow, Kentucky. The ICP II property is home to a Marquee
Cinema, Dollar Tree, and Aaron's Rents and also consists of seven
parcels of undeveloped land.

Debtor-affiliate Investors Capital Partners I, LP owns multiple
parcels of undeveloped land near Nolensville, Tennessee.
Investors Land Partners II, LP owns partially developed land,
consisting of six adjoining parcels of real property, near
Nashville, Tennessee.

In court filings, the Debtors said that their lenders have
attempted to foreclose against the assets of the Debtors, and the
Debtors have been unable to reach agreements with their lenders
that would allow the Debtors to reorganize their debts in an
orderly manner; thus, the Debtors have little option except for
the development of a joint plan to reorganize operations and
restructure debts for the benefit of all creditors and parties in
interest.


JAMES RIVER: Incurs $138.9 Million Net Loss in 2012
---------------------------------------------------
James River Coal Company reported a net loss of $138.90 million on
$1.09 billion of total revenue for the year ended Dec. 31, 2012,
as compared with a net loss of $39.08 million on $1.17 billion of
total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $1.20 billion
in total assets, $949.49 million in total liabilities and
$254.62 million in total shareholders' equity.

Peter T. Socha, chairman and chief executive officer, commented:
"The year 2012 will be remembered as one of the most difficult
years in the history of the U.S. coal industry.  The domestic
thermal coal market went through a third consecutive year of soft
market conditions due to weak economic conditions and competitive
pressures from natural gas production.  The met coal market
collapsed during the middle of the year due to weak international
markets in both Asia and Europe.  As we look ahead to 2013, both
of these markets are showing some marginal improvement.  The
thermal market, although still weak, is starting to improve due
primarily to reduced production by the coal industry and slightly
better weather conditions.  The met market is seeing clear signs
of increased demand from Asia.

"At James River Coal Company, we are adjusting to the changing
market conditions throughout our organization.  We have closed and
idled mines, reduced working hours at the remaining mines,
reviewed and changed the purchasing process for nearly every item
that we buy, and lowered our SG&A headcount and expenses.  Many of
these decisions have been difficult but necessary.  Our mine
operations are in better shape today than at any time in the past
10 years.  We are beginning to see the positive results from the
changes, and we are cautiously optimistic that our changed
operating model and improving markets for several of our products
will lead to a brighter future in 2013."

A copy of the press release is available for free at:

                         http://is.gd/bx9L2M

                          About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

                           *     *     *

In the Dec. 6, 2012, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating
("CFR") and Probability of Default Rating ("PDR") to Caa1 from B3.
The downgrades reflects weakening credit protection metrics as a
result of a very difficult environment facing coal producers in
Central Appalachia and Moody's view that the company's earnings
and cash flow profile will remain challenged in the near-term.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


K-V PHARMACEUTICALS: Tells Circ. FDA Promoted Illegal Compounding
-----------------------------------------------------------------
Jeff Overley of BankruptcyLaw360 reported that bankrupt drugmaker
KV Pharmaceutical Co. asked the D.C. Circuit on Monday to allow
court review of a U.S. Food and Drug Administration statement
soliciting compounded versions of prenatal medicine Makena, saying
the agency's active encouragement of competing products doesn't
merit deference.

The report related that in its opening brief, KV says the FDA
should be forced to disavow a March 2011 announcement that it
wouldn't discipline compounding pharmacies for producing versions
of Makena, a move that a district judge last year said was not
subject to second-guessing by courts.

                      About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.

The Plan provides that in full satisfaction, settlement, release.


LAKELAND DEVELOPMENT: Files Combined Liquidating/Reorganizing Plan
------------------------------------------------------------------
Lakeland Development Company submitted to the U.S. Bankruptcy
Court for the Central District of California filed what it calls a
combined liquidating and reorganizing plan.

According to the Disclosure Statement, The Debtor seeks to
accomplish payments under the Plan by selling its tangible assets
and using the funds to pay creditors, but retaining equity
interests and continuing to operate thereafter.

The Plan payments will be funded by the cash proceeds of, among
other things, the waste water reclamation facility, and 17 acre
parcels of land to Ridgeline Energy.

The Debtor will make distribution to unsecured creditors in full
without interest.  The Debtor will retain any additional proceeds.
To the extent that a claim is objected to by the Debtor, the
Debtor will hold the amount of that claim in reserve.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/LAKELAND_DEVELOPMENT_ds.pdf

                    About Lakeland Development

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LEHMAN BROTHERS: Rips Bid to Halt 'London Whale' Deposition
-----------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that Lehman Brothers
Holdings Inc. on Tuesday hit back against JPMorgan & Chase Co. in
support of the failed investment bank's disputed request to depose
its trader Bruno Iksil, dubbed the "London Whale," for any sales
or bets that helped lead to Lehman's demise, calling JPMorgan's
attempts "desperate."

The report related that Lehman's reply in further support of its
request to take the sworn deposition of Iksil comes less than two
weeks after JPMorgan blasted Lehman's request in New York
bankruptcy court, claiming Lehman is just trying to attack the
company.

                       About Lehman Brothers

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

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

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LYMAN LUMBER: Court Approves Employment of Deloitte Tax
-------------------------------------------------------
Lyman Lumber Company sought and obtained permission from the U.S.
Bankruptcy Court to employ Deloitte Tax LLP.

The Debtor earlier obtained permission to employ Deloitte
Consulting LLP -- with the assistance of its affiliate Deloitte
Tax LLP -- to prepare Internal Revenue Service Form 5500 filings
for the Debtors and schedules thereto, and to assist the Debtors
to update their retirement plan documents in connection with
termination of the plans.

                       About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the financial and turnaround consultant.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.


MARITIME COMMUNICATIONS: Case Reassigned to Judge Olack
-------------------------------------------------------
The Hon. Jason D. Woodard of the U.S. Bankruptcy Court for the
Northern District of Mississippi notified parties-in-interest that
the Chapter 11 case of Maritime Communications/Land Mobile, LLC
was reassigned to the Hon. Neil P. Olack effective Jan. 16, 2013.

                   About Maritime Communications

Maritime Communications/Land Mobile, LLC, owns and operates
numerous licenses for wireless and cellular services.  Its assets
primarily include Federal Communications licenses.  The Company
filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 11-13463)
on Aug. 1, 2011, in Aberdeeen, Mississippi.  The Debtor
disclosed $46,542,751 in assets, and $31,240,965 in liabilities as
of the petition date.

The Debtor hired Harris Jernigan & Geno PLLC serves as the counsel
to the Debtor.  The Debtor obtained approval from the Bankruptcy
Court to hire Robert W. Mauriello, Jr. as special counsel.

Burr & Forman LLP represents the Official Committee of Unsecured
Creditors.

The Court entered an order confirming the First Amended Plan of
Reorganization dated Sept. 25, 2012, which provides that, among
other things, after Choctaw Investors (Patrick Trammel and the
secured creditors), Southeastern Commercial Finance, LLC, and the
administrative expense claimants have received the full amounts of
their claims and the monthly accruals, and assuming there is
sufficient revenue from the sale of any FCC Spectrum Licenses,
Choctaw will pay to the liquidating agent the full amount of
general unsecured claims.  Choctaw will make the distribution to
the Liquidating Agent as the funds are available from time to time
from the sales of FCC Spectrum Licenses.


MARONDA HOMES: Plan Not Binding on Homeowner Without Notice
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Maronda Homes Inc. implemented a Chapter 11
reorganization approved in December 2011, the plan won't stop a
homeowner named Samone Melson from suing over defects in his house
because he was given no notices as the bankruptcy progressed.

The report recounts that the Chapter 11 plan for the family-owned
homebuilder promised to pay all creditors in full, including
secured lenders with $96.8 million in claims.  Mr. Melson had
filed a lawsuit in state court before bankruptcy and followed up
by submitting a timely claim of more than $600,000 for punitive
damages and defective workmanship on his home.

According to the report, U.S. Bankruptcy Judge Judith K.
Fitzgerald in Pittsburgh wrote an opinion this week where she said
the plan isn't binding on the homeowner because he received no
notices about the bankruptcy plan even though he filed a claim.
Consequently, Judge Fitzgerald said the homeowner won't be bound
by provisions in the plan precluding claims for punitive damages.
Judge Fitzgerald is allowing Mr. Melson to continue his suit in
state court.

A copy of the Court's March 11, 2013 Memorandum Opinion is
available at http://is.gd/TFFUa4from Leagle.com.

                       About Maronda Homes

Maronda Homesm Inc., based in Clinton, Pennsylvania, near
Pittsburgh, builds homes in Florida, Pennsylvania, Georgia and
Kentucky.  It filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Pa. Case No. 11-22418) on April 18, 2011.  Joseph F.
McDonough, Esq., and James G. McLean, Esq., at Manion Mcdonough &
Lucas, P.C., serve as the Debtor's bankruptcy counsel.  In its
schedule, Maronda Homes disclosed $83,784,549 in assets and
$91,773,703 in liabilities.

Affiliates Maronda Homes, Inc. of Ohio (Bankr. W.D. Pa. Case No.
11-22422) and Maronda Homes of Cincinnati, LLC (Bankr. W.D. Pa.
Case No. 11-22424) also filed separate Chapter 11 petitions.


MF GLOBAL: Trustee, et al. Ink Deal to Allow Late Filing of Claim
-----------------------------------------------------------------
The trustee of MF Global Holdings, Ltd. entered into an agreement
permitting Fleishman-Hillard Inc. to file an untimely claim
against the company.

The agreement, which needs approval by U.S. Bankruptcy Judge
Martin Glenn, was signed by the lawyers representing MF Global's
trustee, MF Global Inc.'s trustee, and Fleishman-Hillard.

As reported on Feb. 13 by TCR, Fleishman-Hillard asked Judge Glenn
for approval to file an untimely claim against the holding
company, and withdraw a similar claim filed in MFGI's liquidation
case.

Fleishman-Hillard, which has been listed by MF Global as an
unsecured creditor, said it was not aware that its claim had been
scheduled in the holding company's bankruptcy case when it filed
the claim in MFGI's case.

                         About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.  It is easily the largest bankruptcy filing so far
this year.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
on Nov. 3 last year, according to Bloomberg News.


MODERN PRECAST: EisnerAmper Okayed as Committee Advisor
-------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Modern Precast Concrete Inc. et al., sought and obtained
permission from the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania to retain EisnerAmper LLP as its accountants and
financial advisor.

EisnerAmper will, among other things:

   1. analyze the Debtors' books, records, financial and other
      information to determine potentially avoidable pre- and
      postpetition transfers of money or property and actionable
      related party transactions and evaluation of the likelihood
      and sufficiency of defenses assertable by defendants in
      connection with such potential avoidance actions;

   2. analyze the Debtors' transactions with insiders and
      affiliates; and

   3. evaluate any plan of reorganization proposed by the Debtors,
      including issues pertaining to the feasibility of any plan.

Allen D. Wilen, a partner at EisnerAmper, assures the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                      About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr.
E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading,
Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq.,
at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia,
serve as counsel to the Debtor.  The Debtor estimated up to $50
million in both assets and liabilities.  West Family Associates,
LLC (Case No. 12-21306) and West North, LLC (Case No. 12-21307)
also sought Chapter 11 protection.  The petitions were signed by
James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor and McElroy, Deutsch, Mulvaney & Carpenter,
LLP as attorneys.  Griffin Financial Group, LLC serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Ciardi Ciardi & Astin.  The Committee tapped Eisneramper LLP as
its accountants and financial advisor.


MOTORS LIQUIDATION: Committee Appeals Avoidance Action Denial
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Motors
Liquidation Company filed a notice of appeal to the United States
Court of Appeals for the Second Circuit regarding the March 1,
2013, decision of the Bankruptcy Court denying its motion for
summary judgment in the case captioned Official Committee of
Unsecured Creditors of Motors Liquidation Co. v. JPMorgan Chase
Bank, N.A. et al., Adv. Pro. No.09-00504 (Bankr. S.D.N.Y. July 31,
2009).  In that lawsuit, the Committee sought for the return of
approximately $1.5 billion that had been transferred by Motors
Liquidation and its affiliated debtors to a consortium of
prepetition lenders.

On July 1, 2010, the Committee filed a motion for partial summary
judgment seeking a ruling in its favor with respect to the Term
Loan Avoidance Action.  Also on July 1, 2010, JPMorgan Chase Bank,
N.A., filed a motion for summary judgment seeking a ruling in its
favor with respect to the Term Loan Avoidance Action.  On Dec. 15,
2011, upon the dissolution of Motors Liquidation and while the
Cross-Motions for Summary Judgment were still pending, the right
to prosecute the Term Loan Avoidance Action was transferred to a
trust established for the purposes of holding and prosecuting the
Term Loan Avoidance Action.

Pursuant to the Debtors' Second Amended Joint Chapter 11 Plan
dated March 18, 2011, to the extent that the plaintiff in the Term
Loan Avoidance Action is successful in obtaining a judgment
against the named defendants, allowed general unsecured claims
against the GUC Trust will arise in the amount of any transfers
actually avoided and disgorged by the defendants to the Term Loan
Avoidance Action.

                      About Motors Liquidation

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

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

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


MSR RESORT: Lender Can't Fight Wealth Fund's $1.5-Bil. Asset Bid
----------------------------------------------------------------
Andrew Scurria of BankruptcyLaw360 reported that a creditor that
has been a vocal opponent throughout MSR Resort Golf Course LLC's
bankruptcy can't immediately appeal claims that a $1.5 billion
stalking horse bid for the resort operator's assets was collusive
and made in bad faith, a New York federal judge ruled Friday.

The report related that U.S. District Judge Paul A. Crotty nixed
the appeal brought by Five Mile Capital Partner LLC on procedural
grounds on Friday.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owned a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


MUNDY RANCH: Objects to Bank's Bid for Chapter 7 Conversion
-----------------------------------------------------------
Mundy Ranch Inc. and Comeau, Maldegen, Templeman & Indall, LLP,
object to Valley National Bank's bid to convert Mundy Ranch's
Chapter 11 case to a Chapter 7 liquidation.

According to the Debtor, VNB alleges several "bad faith" acts that
it states are grounds for conversion, most of which are grossly
incorrect:

  a. VNB alleges that James W. Mundy acted in bad faith by
     transferring corporate assets to an ex-wife pre-petition as
     part of a divorce settlement.  This allegation is false.

  b. VNB alleges the Debtor is using the bankruptcy system to
     improperly gain a tactical advantage against Robert Mundy.
     This allegation is false.

  c. VNB alleges that the Jicarilla Apache Tribe made an offer to
     purchase the "Mundy Ranch" 5,500 acre property of the Debtor.
     VNB fails to mention that the offer was contingent on the
     Debtor providing mineral rights that it did not and does not
     own as part of the sale.  VNB also fails to mention, which it
     is aware, that the Debtor is actively pursuing one of two
     avenues to attempt to salvage the sale, through either a Sec.
     363(h) sale or by selling the property with only the mineral
     rights owned by the Debtor.

  d. VNB alleges that other parties have expressed interest in
     various tracts of Debtor's real property. This allegation is
     true, however "expressing interest" is vastly different that
     submitting an actual purchase offer.

  e. VNB mischaracterizes the Debtor's post-petition actions as
     "fail[ing] to take action to sell the Property." This
     allegation is false, as Debtor has worked continuously
     both pre- and post-petition to market its properties for
     sale.

  f. VNB states the Debtor has refused to act on purchase offers.
     This allegation is false and completely unfounded.

  g. VNB alleges the Debtor has "failed to accept the offer of
     the Tribe," yet is fully aware that there is no offer that
     could be accepted. This statement is dangerously close to a
     violation of Rule 9011(b)(1) and (3), as VNB and its counsel
     know that the Debtor could not simply accept the Jicarilla
     offer based on the contingency it contains, and have been
     kept appraised by the Debtor's counsel of the status of a
     possible sale and the Debtor's efforts in materializing it.

  h. VNB alleges the Debtor has had "ample opportunities to
     sell its properties," and that its failure to act on these
     fictional opportunities is bad faith and gross mismanagement
     of the estate.  The Debtor denies these allegations.

The Debtor also notes it has filed its Chapter 11 plan and
disclosure statement after the bank submitted its conversion
motion.

CMTI, an unsecured creditor with a scheduled claim of $190,191,
concurs with the Debtor's contentions that the case should stay in
Chapter 11.

                         About Mundy Ranch

Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family-
owned corporation organized under the laws of the State of New
Mexico with its principal place of business in Rio Arriba County,
New Mexico.  Mundy Ranch sells undeveloped parcels of real
property in northern New Mexico which together occupy
approximately 6,000 acres of land.  The majority of the land
consists of an undivided 5,500 acre parcel, which is also called
Mundy Ranch.  Mundy Ranch scheduled the Mundy Ranch Parcel as
having a value of $17,000,000, with secured claims against the
Mundy Ranch Parcel in the amount of $2,095,000.  Mundy Ranch
generates substantially all of its revenue from developing and
selling parcels of land.  It generates a small amount of revenue
by selling Christmas trees.

Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.  The Law Office of
George Dave Giddens, PC, in Albuquerque, serves as counsel to the
Debtor.  The Debtor estimated assets of $10 million to $50 million
and debts of up to $10 million.


NAVISTAR INTERNATIONAL: Incurs $123-Mil. Net Loss in 1st Quarter
----------------------------------------------------------------
Navistar International Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss attributable to the Company of $123 million
on $2.63 billion of net sales and revenues for the three months
ended Jan. 31, 2013, as compared with a net loss attributable to
the Company of $153 million on $3 billion of net sales and
revenues for the same period during the prior year.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.

The Company's balance sheet at Jan. 31, 2013, showed $8.53 billion
in total assets, $11.84 billion in total liabilities and a $3.31
million total stockholders' deficit.

"We are beginning to see concrete progress on each of our near-
term priorities - improving our quality, launching our new SCR
engine programs on schedule and delivering on our 2013 operating
plan, which will put us on a path to profitability.  Although we
reported a first quarter loss, we believe we made solid progress
in the first quarter toward these goals," said Lewis B. Campbell,
Navistar chairman and chief executive officer.  "That progress
includes submitting our 13-liter SCR engine for certification
ahead of schedule, kicking off of pilot production for ProStar+
vehicles with the 13-liter SCR engine earlier this week,
strengthening our quality performance and effectively managing
things that we can control.  These include aggressively managing
inventories and significantly reducing discretionary spending
enterprise-wide."

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

                         http://is.gd/rfbEru

                     About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NAVISTAR INTERNATIONAL: Names CEO and Non-Executive Chairman
------------------------------------------------------------
Navistar International Corporation's Board of Directors has
appointed Troy A. Clarke as president and chief executive officer
of Navistar, effective April 15, 2013.  Mr. Clarke, currently the
company's president and chief operating officer, will also join
the board.  At the same time, Lewis B. Campbell, who has served as
executive chairman and interim CEO since August 2012, will step
down from those positions and from the board.  James H. Keyes, who
has served as a board member since 2002, will become non-executive
chairman, also effective April 15.

"Over the past six months, Navistar has made significant progress
on many important fronts, including on our three near-term
priorities: improving quality, meeting each of our clean engine
launch milestones, and delivering on our 2013 operating plan,"
Campbell said.  "When I assumed the interim CEO role last August,
I was prepared to stay as long as necessary to oversee the company
through a transition period, and today I am pleased to announce
our turnaround is firmly underway and our return to profitability
is clearly in sight.  I am also delighted that the board and I
have decided that Troy is the right executive to lead the company
forward at this time, and I am confident Navistar will continue to
build on its momentum - improving performance and quality for
customers and creating shareholder value."

"On behalf of the Board of Directors, I want to thank Lewis for
his valuable contributions to Navistar.  He stepped in during a
challenging period of transition for the company, and his
leadership was critical in helping align our board and management
around a clear path forward," Keyes said.  "The board is also
extremely pleased to name Troy as chief executive officer.  He is
a proven leader and has been a valuable asset to the executive
team since joining the company in early 2010.  During his recent
tenure as president and chief operating officer, Troy has been
instrumental in implementing Navistar's Drive to Deliver plan
focused on clear accountability and functional excellence; driving
the company's transition to its clean engine strategy; and taking
aggressive actions to improve Navistar's cost structure.

"We believe that separating the chairman and CEO roles at this
time will enable Troy to focus exclusively on continuing to
successfully execute the company's turnaround plan and putting the
company on a path to profitability entering fiscal year 2014,"
Keyes added.  "In my new role, I look forward to working with Troy
and supporting him and his team in this regard."

"I am honored to take on the role of CEO and join the board of
Navistar," Clarke stated.  "In six short months, we have made
significant progress on our turnaround, and I want to thank Lewis
for his guidance and leadership during this period. Working
together, we have implemented a number of important actions to set
Navistar on the right path, and the company now has a strong
platform to build upon going forward.

"Navistar has a great leadership team and a talented group of
employees," Clarke added.  "I look forward to continuing to work
with them as we take further steps to strengthen our North
American core businesses, improve quality and customer
satisfaction, drive future profitability, and deliver value to
shareholders."

                         About Troy Clarke

Prior to serving as president and COO of Navistar, Mr. Clarke, 57,
served as president of Navistar Asia Pacific.  He joined Navistar
in January 2010 after a distinguished 35-year career at General
Motors, where he held numerous leadership positions, including
president of General Motors North America, president and managing
director of GM's Mexico operation, vice president of manufacturing
and labor relations, and president of GM Asia Pacific.  He has a
B.S. in mechanical engineering from General Motors Institute, as
well as an M.B.A. from the University of Michigan. Clarke is a
member of the board of directors of Fuel Systems Solutions, Inc.,
a leading designer, manufacturer and supplier of alternative fuel
components and systems for use in transportation and industrial
applications.

                         About James Keyes

Mr. Keyes, 72, retired as chairman of the board of Johnson
Controls, Inc., an automotive system and facility management and
control company, in 2003, a position he had held since 1993. He
served as chief executive officer of Johnson Controls, Inc. from
1988 until 2002.  He is a director of Pitney Bowes, Inc. and is a
member of the board of trustees of Fidelity Mutual Funds.  He was
also a director of LSI Logic Corporation, an electronics company
that designs semiconductors and software that accelerate storage
and networking in datacenters and mobile networks, from 1983 until
2008. Keyes earned a B.S. degree in business administration from
Marquette University.

                       About Lewis Campbell

Prior to joining Navistar, Mr. Campbell, 66, served as chairman of
the board and chief executive officer of Textron Inc., a multi-
industry company operating a global network of aircraft, defense
and intelligence, industrial and finance businesses.  He retired
as chief executive officer from Textron in December 2009 and
continued as non-executive chairman until he retired from the
board in August 2010.  Campbell was named CEO of Textron in July
1998 and appointed chairman in February 1999.  He served as
president and chief operating officer from January 1994 to July
1998, and reassumed the post of president from September 2001 to
January 2009.  He joined Textron in September 1992 as executive
vice president and chief operating officer after a 24-year career
at General Motors, where he held a number of key management
positions.  Campbell earned a B.S. degree in mechanical
engineering from Duke University and attended the Advanced General
Management Program sponsored by GM in Vevey, Switzerland. Campbell
currently serves on the board of directors of Bristol-Myers Squibb
Company, a global biopharmaceutical company, where he has been
lead independent director since 2008.  He is also a board member
of Sensata Technologies Holding N.V. a global industrial
technology company that develops and manufactures sensors and
controls.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.

The Company's balance sheet at Oct. 31, 2012, showed $9.10 billion
in total assets, $12.36 billion in total liabilities and a $3.26
billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NEW LEAF: Lorraine DiPaolo Holds 13.1% Equity Stake at Feb. 14
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Lorraine DiPaolo disclosed that, as of Feb. 14, 2013,
she beneficially owns 43,301,650 common shares of New Leaf Brands,
Inc., representing 13.1% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/5lLmJe

                          About New Leaf

Old Tappan, N.J.-based New Leaf Brands, Inc., is a diversified
beverage holding company acquiring brands, distributors and
manufacturers within the beverage industry.

EisnerAmper LLP, in New York City, expressed substantial doubt
about New Leaf's ability to continue as a going concern following
the 2011 financial results.  The independent auditors noted that
the Company has suffered recurring losses from operations, has a
working capital deficiency, was not in compliance with certain
financial covenants related to debt agreements, and has a
significant amount of debt maturing in 2012.

The Company reported a net loss of $6.68 million on $2.27 million
of net sales for 2011, compared with a net loss of $9.13 million
on $4.26 million of net sales for 2010.

The Company's balance sheet at March 31, 2012, showed $1.81
million in total assets, $4.90 million in total liabilities and a
$3.08 million total stockholders' deficit.


NEWARK HOUSING: S&P Withdraws 'BB' Rating on 2004 & 2007 Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its 'BB'
underlying rating (SPUR) on the Newark Housing Authority, N.J.'s
series 2004 and 2007 Port Authority-Port Newark Marine Terminal
additional rent-backed bonds.

At the same time, Standard & Poor's withdrew its 'BB' long-term
rating on the bonds, applying its methodology regarding the
interaction of bond insurance and credit ratings.  In this case,
the bonds are insured by National Public Finance Guarantee Corp.
(BB/Developing/--), which S&P rates below 'BBB-'.  In the public
finance sector, S&P generally suspends or withdraws ratings on
bond-insured transactions that do not have a SPUR if the rating on
the relevant bond insurer is below 'BBB-'.  This is because S&P
generally assess credit quality as 'BBB-' or higher for the
underlying entities or obligations in this sector.

The authority amended its investment policies and executed a
second supplemental indenture in October 2012, allowing for the
investment of its debt service reserve fund money in obligations
of any investment-grade-rated U.S. state, political subdivision,
or agency.  The trustee purchased a security that produces the
necessary investment earnings to meet its debt service
requirements, as required under the indenture.  However, S&P is
withdrawing the SPUR because the credit quality of the investment
earnings revenue stream is unknown since S&P do not rate it.  As a
result, the bonds no longer qualify for a rating based on S&P's
assessment of the weaker of the two pledged revenue streams under
S&P's obligations with multiple revenue streams criteria.

Securing the bonds are annual payments the authority receives from
the Port Authority of New York and New Jersey (PANYNJ), together
with investment earnings from a three-month debt service reserve
fund that has no replenishment provisions.  The PANYNJ continues
to meet its contractual obligations.  Both of these pledged
revenue streams, which are needed to cover the bonds' annual debt
service, are presently sufficient.


NEXSTAR BROADCASTING: Reports $161.1MM Net Income in 4th Quarter
---------------------------------------------------------------
Nexstar Broadcasting Group, Inc., reported net income of $161.09
million on $116.17 million of net revenue for the three months
ended Dec. 31, 2012, as compared with net income of $3.26 million
on $86.20 million of net revenue for the same period during the
prior year.

For the 12 months ended Dec. 31, 2012, the Company reported net
income of $182.49 million on $378.63 million of net revenue, as
compared with a net loss of $11.89 million on $306.49 million of
net revenue during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$611.35 million in total assets, $771.63 million in total
liabilities and a $160.27 million total stockholders' deficit.

Perry A. Sook, Chairman, president and chief executive officer of
Nexstar Broadcasting Group, Inc., commented, "The 34.8% rise in
fourth quarter net revenue concluded what was already a record
year financially for Nexstar.  Our strong financial results were
primarily driven by record-breaking political advertising sales,
higher core television ad revenue, growing retransmission consent
revenues, and our 24th consecutive quarter of e-Media revenue
increases.  We also benefited from a month of operations related
to the accretive acquisition of ten television stations from
Newport Television.   Fourth quarter BCF, EBITDA and free cash
flow increases of 61.2%, 62.6% and 87.2%, respectively, reflect
significant margin growth related to the leverage in our operating
model as well as the value of our initiatives to diversify
revenues, maximize  the political advertising opportunity, manage
costs and actively expand our operations through strategic,
accretive station acquisitions."

A copy of the press release is available for free at:

                         http://is.gd/ydHO38

                  About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

                           *     *     *

As reported by the TCR on Oct. 26, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Irving, Texas-based
Nexstar Broadcasting Group Inc. and on certain subsidiaries to
'B+' from 'B'.  "The rating action reflects our view that the
stations that Nexstar will acquire from Newport will improve the
company's business risk profile and that trailing-eight-quarter
leverage will improve to 6x or less over the intermediate term,"
said Standard & Poor's credit analyst Daniel Haines.

In the Oct. 26, 2012, edition of the TCR, Moody's Investors
Service upgraded the corporate family and probability of default
ratings of Nexstar Broadcasting, Inc. (Nexstar) to B2 from B3.
The upgrade and positive outlook incorporate expectations for
continued improvement in the credit profile resulting from both
the transaction and Nexstar's operating performance.


NPS PHARMACEUTICALS: Columbia Wanger Holds 7% Stake at Feb. 28
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Columbia Wanger Asset Management, L.P.,
disclosed that, as of Feb. 28, 2013, it beneficially owns
6,099,600 shares of common stock of NPS Pharmaceuticals, Inc.,
representing 7% of the shares outstanding.  Columbia Wanger
previously reported beneficial ownership of 10,791,995 common
shares or a 12.4% equity stake as of Dec. 31, 2012.  A copy of the
filing is available for free at http://is.gd/DIjvAg

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS reported a net loss of $36.26 million in 2011, a net loss of
$31.44 million in 2010 and a net loss of $17.86 million in 2009.
The Company's balance sheet at Sept. 30, 2012, showed $165.46
million in total assets, $212.20 million in total liabilities and
a $46.74 million total stockholders' deficit.


OMEGA NAVIGATION: Subsidiary Sold Again After Sale Unwound
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Omega Navigation Enterprises Inc. on-again, off-
again sale of subsidiary Omega Investments Ltd. is on again, this
time at a higher price blessed by the U.S. Bankruptcy Court in
Houston.

The report recounts that in February, the bankruptcy judge
approved a sale of the subsidiary for $2 million to Delos Megacore
LLC.  As the story is told by competing bidder Oxygen Maritime
Inc., Delos negotiated the price down to $1.25 million after it
was approved.  Oxygen went to the bankruptcy judge, who ruled on
March 6 that the sale approval had been violated. The judge
ordered a new auction held March 11.

According to the report, the high bid of $4 million at the new
auction was made by Oxygen.  Delos came in second place at $3.9
million. The judge approved the sale to Oxygen.  Oxygen, along
with One Investments Inc., previously purchased two other
subsidiaries for $60,000.

In January, the bankruptcy court in Houston authorized Omega to
give ownership of the eight vessels to secured lenders.  At the
same January hearing, the judge refused to approve a separate
settlement where the company's owner, George Kassiotis, would have
become owner of the subsidiaries.  The company is precluded from
using sale proceeds to sue anyone except Mr. Kassiotis.  Under a
settlement accompanying the sale to the lenders, the secured
creditors waived claims and agreed to pay most professional
expenses and while providing $500,000 for distribution to
unsecured creditors.

                       About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas
in the United States.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

HSH Nordbank AG, as the senior lenders' agent, has first liens on
vessels to secure a US$242.7 million loan.  The lenders include
Bank of Scotland and Dresdner Bank AG.  The ships are encumbered
with US$36.2 million in second mortgages with NIBC Bank NV as
agent.  Before bankruptcy, Omega sued the senior bank lenders in
Greece contending they violated an agreement to grant a three
year extension on a loan that otherwise matured in April 2011.

An affiliate of Omega that manages the vessels didn't file, nor
did affiliates with partial ownership interests in other vessels.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


OPFM INC: Judge Revives $26M Clawback Suit in Mortgage Ponzi Case
-----------------------------------------------------------------
Dan Packel of BankruptcyLaw360 reported that a Pennsylvania
federal judge Monday overturned a bankruptcy court's ruling that
the trustee of a bankrupt home refinancing company implicated in a
$65 million Ponzi scheme could not recover nearly $26 million in
transfers made to numerous financial institutions, pitching the
case back to bankruptcy court.

The report related that while U.S. District Judge Mitchell
Goldberg affirmed the U.S. Bankruptcy Court's ruling that Lynn
Feldman, the trustee for Image Masters Inc., could not recover the
payments on grounds of constructive fraud, the judge held that she
could pursue claims against certain entities.

                       About OPFM Inc.

Based in Reading, Pennsylvania, OPFM Inc. dba Personal Financial
Management, works through its investment subsidiary Image Masters
Inc. to refinance homeowners and invest proceeds.  OPFM, Image
Masters and four other affiliates filed voluntary chapter 7
petitions on Sept. 18, 2007 (Bankr. E.D. Pa. Lead Case No.
07-21587).  Dexter K. Case, Esq., at Case, DiGiamberardino & Lutz,
P.C., represents the Debtors.  In documents filed with the Court,
the Debtors disclosed assets and debts between $1 million to
$100 million.


ORBITZ WORLDWIDE: S&P Rates New $450MM Sr. Secured Loan 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned Orbitz Worldwide
Inc.'s proposed credit facility a 'B+' issue-level rating with a
recovery rating of '2', indicating S&P's expectation for
substantial (70% to 90%) recovery in the event of a payment
default.  The proposed credit facility consists of a $50 million
revolving credit facility due 2017, a $150 million term loan B due
2017, and a $250 million term loan C due 2019.

The corporate credit rating on Orbitz is 'B'.  The outlook is
stable.

"The corporate credit rating on Orbitz reflects our expectation
that the company's operating results will gradually improve as
growth in hotel bookings offsets macroeconomic weakness in Europe
and lower air travel volume," said Standard & Poor's credit
analyst Andy Liu.

Liquidity is "adequate" (based on S&P's criteria) over the
intermediate term to meet operational and financial obligations.
Affiliates of The Blackstone Group and Travelport together own
about 53% of Orbitz.  As a result, S&P's rating on Orbitz is
related to S&P's rating on Travelport.  These factors underpin
Orbitz's financial risk profile as "highly leveraged" (based on
S&P's criteria).  S&P views Orbitz's business profile as "fair"
(based on S&P's criteria).  S&P assess the management and
governance as "fair."

The company is one of the larger online travel agencies in the
U.S., with U.S. sales accounting for about 70% of 2012 revenues.
Outside of the U.S., the company's market position is
significantly weaker than that of competitors, Expedia Inc. and
Priceline.com Inc.  Although 70% of 2012 bookings were related to
air travel, flights account for only 34% of net revenues.  Orbitz
generates non-air revenues from hotels (29%), packages (17%),
advertising and media, car rentals, and cruises.  The company has
decreased its dependence on air revenues from more than 45%, but
it is still higher than other online travel agencies.  Airline
revenues have a lower margin than hotel revenues.

Travel demand is cyclical and seasonal and can fluctuate with
shocks such as natural disasters and geopolitical incidents.  High
oil prices and continued airline capacity reduction will continue
to dampen the growth of overall travel.  Nonetheless, S&P expects
that the performance of online travel agencies like Orbitz should
be relatively stable, absent events specific to Orbitz's business
execution.  Online travel agencies are still benefiting from
consumers' growing preference for online research and online
booking.


PENSON WORLDWIDE: Plan Outline and Asset Sale Hearing on Mar. 26
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
adjourned the hearing to consider approval of the disclosure
statement outlining Penson Worldwide Inc. and its debtor-
affiliates' Second Amended Joint Liquidation Plan to March 26,
2013, at 9:30 a.m. (ET).

The Debtors are currently working with objecting parties to
address the issues raised with respect to the Disclosure
Statement, according to papers filed in court.

The objecting parties are Reid Friedman, SunGard Financial Systems
LLC and the Official Committee of Unsecured Creditors.  The Second
Lien Noteholders and the Securities and Exchange Commission also
filed informal responses to the proposed Disclosure Statement.

The Objecting Parties complain that the Disclosure statement does
not contain adequate information and contain broad and ambiguous
provisions or omit material facts that should be available to
holders of claims or interests.

Mr. Friedman, the lead plaintiff in the securities litigation
involving the Debtors, says the Disclosure Statement fails to
provide a complete description of the Securities Litigation,
including its current status and potential impact on the estate in
the event settlement of the Securities Litigation is not granted
and final approval is not received from the District Court.

SunGard Financial, the largest creditor of Penson Financial
Services, Inc., holding a general unsecured claim of
$17.5 million, argues, among other things, that the Debtors must
provide a copy of the Intercompany Claims Settlement and an
analysis of the claims and the effects of zeroing out the claims
on the various estates.

The Creditors Committee asserts that the general unsecured
creditors of Penson's wholly-owned debtor subsidiaries, the
majority of whom are structurally senior to the Senior Secured
Noteholders and Convertible Noteholders, were not represented in
prepetition negotiations and had no input into the formulation of
the Debtors' Plan.  As fiduciaries for all the Debtors' creditors,
the Committee has concerns about whether the Debtors' Plan is fair
and equitable to all of the Debtors' creditors, especially at the
subsidiary level.

                        Asset Sale Hearing

The hearing to consider approval of the sale of substantially all
of the assets of Penson Worldwide's and Nexa Technologies, Inc.'s
direct access trading technology and online brokerage solutions,
will also take place on March 26.

Pursuant to the Court's March 7, 2013 order approving the Debtors'
proposed bidding procedures, Federation des Caisses Desjardins du
Quebec is designated as the stalking horse bidder; and parties
have until March 20 to submit higher and better offers to purchase
the Assets.

If two or more qualified bids are received, the Debtors will
conduct an auction on March 22, at 10:00 a.m., at the offices of
Young Conaway Stargatt & Taylor, LLP, 1000 N. King Street, in
Wilmington, Delaware.

Objections, if any, to the Sale, are due March 20, at 4:00 p.m.

The Court approved the Debtors' Bidding Procedures following
resolution of an objection filed by the Creditors' Committee and
certain informal comments received from the Ad Hoc Committee of
Senior Noteholders and the United States Trustee.

                     Nexa Sale Incentive Plan

In line with the sale of its assets, Nexa is seeking court
approval of its Sale Incentive Plan.  The Incentive Plan is
designed to increase the funds available for distribution to
creditors by providing an incentive to Bruce Ferguson, the
President of Nexa Technologies, to maximize the value received
from the Nexa Sale.

Mr. Ferguson's Incentive Plan Payment, if any, is based solely
upon the gross proceeds received as a consequence of the Nexa
Sale, and will be calculated based on the extent to which the Nexa
Sale Proceeds exceed the following threshold amounts (the Nexa
Sale Milestones): (i) Mr. Ferguson will not receive an Incentive
Plan Payment if the Nexa Sale Proceeds are less than $10.5
million; (ii) if the Nexa Sale Proceeds are between $10.5 million
and $11.0 million, the Incentive Plan Payment will be 1.5% of the
Nexa Sale Proceeds; and (iii) if the Nexa Sale Proceeds exceed
$11.0 million, the Incentive Plan Payment will be the sum of
$165,000 ($11.0 million x .015) plus 2.5% of the Nexa Sale
Proceeds, which exceed $11.0 million.

Regardless of the actual Nexa Sale Proceeds obtained, Mr.
Ferguson's Incentive Plan Payment will not exceed $300,000

The Debtors submit that the implementation of the Incentive Plan
will ensure that Mr. Ferguson remains properly incentivized, and
is appropriate and necessary because payment under the Incentive
Plan aligns Mr. Ferguson's interest with the interests of the
Debtors and their creditors.

The court will rule on this matter at the March 26 hearing.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Ct. to Rule on Bid to Honor D&O Obligations
-------------------------------------------------------------
Roger J. Engemoen, Jr., Philip A. Pendergraft, and Kevin W.
McAleer have joined the motion filed by Penson Worldwide Inc. for
the court to grant the company's current and former directors,
officers, and employees authority to seek payment from the
proceeds of their D&O Insurance for reimbursement and advancement
of defense costs in certain investigations and shareholder
litigation.

Reid Friedman, the lead plaintiff in the securities litigation
says he objects to the entry of an order authorizing payment
of Defense Costs to the extent it sets forth, implies, infers or
may be interpreted as providing that the proceeds of the D&O
Policies constitute property of the Debtors' estates or that stay
relief is required.

The matter will be before the court for a ruling today, March 14,
2013.

The Debtors notified the Court that it has resolved informal
comments from the Official Committee of Unsecured Creditors and
will present a revised form of order at the hearing.  However,
certain of the insured parties have indicated that they do not
support entry of the revised form of order.

                      About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Seeks Further Waiver of Sec. 345 Guidelines
-------------------------------------------------------------
On January 15, 2013, the court entered an order waiving the
requirements of Section 345(b) of the Bankruptcy Code for
a period of 60 days in Penson Worldwide Inc. and its debtor-
affiliates' Chapter 11 case.

Section 345 governs a debtor's cash deposits and investment of
cash during a Chapter 11 case and authorizes deposits or
investments of money as "will yield the maximum reasonable net
return on [the] money, taking into account the safety of [the]
deposit or investment."

The Debtors were advised that their bank accounts with BMO Harris
and BBVA Compass were not covered by a uniform depository
agreement with the U.S. Trustee and did not meet the 345
Requirements for balances over $250,000.  After discussions with
each of these banks, the Debtors were advised that neither bank
was willing to enter into a UDA and maintain the Debtors' bank
accounts as "debtor in possession" bank accounts.

The Debtors have began the process of opening alternate bank
accounts, and ultimately opened five bank accounts at JP Morgan
Chase on February 22, 2013, to replace the seven bank accounts
that the Debtors are currently using at BMO Harris and BBVA
Compass.  However, the Debtors have not yet completed the
transition of their bank accounts to JP Morgan Chase, which will
include obtaining new stock for their checking account, ensuring
that their third party payroll and benefits administrators are
able to access and utilize the JP Morgan Chase bank accounts to
fund the Debtors' payroll and benefits obligations, and ensuring
that the Debtors' personnel are trained on the user interfaces of
JPMorgan Chase.

For this reason, the Debtors ask the Court to further extend the
interim waiver of the 345 Requirements through and including
April 12, 2013.

                      About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PINNACLE AIRLINES: Suspending Filing of Reports with SEC
--------------------------------------------------------
Pinnacle Airlines Corp. filed a Form 15 with the U.S. Securities
and Exchange Commission relating to the termination of
registration of its common stock and 3 1/4% Senior Convertible
Notes due 2025.  There were only 50 holders of the securities as
of March 7, 2013.  As a result of the Form 15 filing, the Company
is suspending its duty to file reports under Sections 13 and 15(d)
of the Securities Exchange Act of 1934.

The Company also filed a post-effective amendment on Form S-3
relating to the Registration Statement originally filed with the
SEC on May 4, 2005.  The Registration Statement registered a total
of $121,000,000 principal amount of 3 1/4% Senior Convertible
Notes due 2025 and 11,121,315 shares of the Company's common
stock, par value $0.01 per share.  The Company removes from
registration all of the Notes and Shares registered but unsold
under the Registration Statement as of March 6, 2013.

On May 4, 2005, Pinnacle Airlines filed a registration statement
on Form S-8 which registered a total of 1,000,000 shares of the
Company's common stock, par value $0.01 per share.  The Company
filed a Post-Effective Amendment No. 1 to deregister all of the
Shares and interests that remain unissued as of March 6, 2013.

On March 9, 2003, Pinnacle Airlines filed a registration statement
on Form S-8 which registered a total of 1,152,000 shares of common
stock.  The Company filed a Post-Effective Amendment No. 1 to
deregister all of the Shares and interests that remain unissued as
of March 6, 2013.

                     About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

As of Oct. 31, 2012, the Company had total assets of
$800.33 million, total liabilities of $912.77 million, and total
stockholders' deficit of $112.44 million.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

The U.S. Bankruptcy Court in New York will hold a hearing March 7
for approval of the explanatory disclosure statement in connection
with the reorganization plan of Pinnacle Airlines Corp.


PLAYBOY ENTERPRISES: Expects to Resolve "Technical Issue"
---------------------------------------------------------
Standard & Poor's said Playboy Enterprises Inc. "will likely"
violate a covenant in a loan agreement for the year ended in June.
Although the owners have a right to provide $10 million of equity
to eradicate the covenant violation, S&P lowered the corporate
rating by one step to CCC+.  S&P says that liquidity is "less than
adequate."

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Playboy Enterprises said in an e-mailed statement
that it "expects to address this technical issue before that time
and has several options for doing so,"

Playboy is moving away from video and print where there is
"availability of free adult content on the Internet," S&P said.
The company is "transforming into a primarily brand management and
licensing company," according to S&P.

Playboy was acquired in March 2011 by Icon Acquisition Holdings LP
in a transaction valued at $217 million, with equity and debt
financing provided by Rizvi Traverse Management LLC and Jefferies
& Co. Hugh Hefner retained an ownership interest and remained
editor-in-chief.


PRECISION OPTICS: A. Marx Hikes Equity Stake to 42.2% at Feb. 28
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Austin W. Marxe and David M. Greenhouse
disclosed that, as of Feb. 28, 2013, they beneficially own
2,049,875 shares of common stock of Precision Optics Corp.
representing 42.2% of the shares outstanding.  The reporting
persons previously disclosed beneficial onwership of 1,361,790
common shares or a 30.5% equity stake as of Sept. 30, 2012.  A
copy of the amended filing is available at http://is.gd/XlyxQZ

                       About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company reported net income of $960,972 on $2.15 million of
revenue for the year ended June 30, 2012, compared with a net loss
of $1.05 million on $2.24 million of revenue during the prior
fiscal year.

The Company's balance sheet at Dec. 31, 2012, showed $2.67 million
in total assets, $1.16 million in total liabilities, all current,
and $1.51 million in total stockholders' equity.


REDDY ICE: Moody's Assigns 'B3' Corporate Family Rating
-------------------------------------------------------
Moody's assigned a B3 Corporate Family Rating and B3-PD
Probability of Default Rating to Reddy Ice Corporation, Inc.
Moody's also assigned B1 ratings to the company's senior secured
first lien bank credit facilities, including a $50 million
revolver and $225 million term loan. The rating outlook is stable.
Use of proceeds is for refinancing of existing debt, funding of
several identified acquisitions and general corporate purposes.

Rating Rationale:

The B3 CFR and stable outlook reflect Reddy Ice's narrow product
focus, high leverage, modest interest coverage, susceptibility to
shifts in demand due to weather and other factors, and small
absolute scale relative to other consumer products companies.
These factors are partially offset by its leadership position in
the packaged ice industry, relatively large scale in its narrow
sector, favorable geographic footprint and the barriers to entry
created by its infrastructure. While Reddy Ice's voluntary chapter
11 bankruptcy filing in May 2012 enabled the company to reduce
debt, operational restructuring helped to lower costs. Private
Equity firm Centerbridge Partners, L.P. now controls the company
and holds most of the preferred stock to which Moody's gives 50%
equity credit. While the company has taken out significant costs
since its bankruptcy and restructuring, reduced leverage from
nearly 10 times to well under 6 times (incorporating Moody's
adjustments) and made several small acquisitions, its ability to
successfully reduce volatility and sustain higher profit margins
over time has yet to be proven.

Reddy Ice's liquidity is adequate. The company's external
liquidity will be provided by a proposed $50 million 5-year
revolver which is expected to be undrawn at the close of the
transaction and throughout the balance of the current year. The
facility offers a reasonable, but not large amount of external
liquidity given the seasonality of the business and historic
volatility of earnings. The proposed revolver will have one
financial covenant -- total net leverage. The covenant is expected
to be set at levels that provide for headroom over the requirement
exceeding 25% over the next 12 to 18 months.

Ratings Assigned:

  Corporate Family Rating at B3

  Probability of Default rating at B3-PD

  $50 million senior secured 1st lien revolving credit facility
  at B1 (LGD 3, 33%)

  $225 million senior secured 1st lien term loan at B1 (LGD 3,
  33%)

The stable outlook reflects Moody's assumption that margins will
recover (to the low to mid-single digit range) over time, and that
the company will gradually delever.

Failure to restore profitability, increasing leverage, decreasing
interest coverage or deteriorating liquidity could lead to a
downgrade. An upgrade could result from Reddy Ice establishing a
track record of successful operations, as evidenced by increased
scale, as well as growing operating profits and margins.
Consideration for upgrade would also require debt to EBITDA
sustained below 5 times and interest coverage (measured by EBITDA
less capex to interest) approaching 2 times. All metrics include
Moody's adjustments.

The principal methodology used in this rating was the Global
Packaged Goods published in December 2012. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Reddy Ice Holdings, Inc., through its wholly-owned subsidiary,
Reddy Ice Corporation, the borrower, manufactures and distributes
packaged ice products. The company is the largest manufacturer of
packaged ice in the United States and serves a variety of customer
locations in 33 states and the District of Columbia. Typical
customers include supermarkets, mass merchants, and convenience
stores. The company owns or leases 58 ice manufacturing plants and
74 distribution centers as of 2012 year-end. Revenues for the
fiscal-year ended December 31, 2012 were approximately $324
million.


REDDY ICE: S&P Assigns 'B-' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Dallas-based Reddy Ice Holdings Inc.  The outlook
is stable.

In addition, S&P assigned a 'B' issue-level rating and '2'
recovery rating to operating subsidiary Reddy Ice Corp.'s proposed
six-year $225 million first-lien senior secured term loan and
five-year $50 million first-lien senior secured revolving credit
facility.  The '2' recovery rating indicates S&P's expectations
for substantial (70%-90%) recovery in the event of a payment
default.

S&P do not rate the company's proposed $120 million second-lien
secured term loan.

For analytical purposes S&P views Reddy Ice and its wholly owned
operating subsidiary, Reddy Ice Corp., as one economic entity.
S&P also treats preferred stock at 100% debt-like.

"The ratings on Reddy Ice reflect our opinion that the company has
a narrow product focus and participates in a highly fragmented and
competitive industry, susceptible to unfavorable economic and
weather conditions and seasonal demand," said Standard & Poor's
credit analyst Jean Stout.  "Our ratings also reflect our view of
the company's aggressive financial policy, highly leveraged
capital structure, and adequate liquidity."

The rating outlook is stable.  Despite Standard & Poor's
expectation that Reddy Ice will realize additional cost savings,
S&P believes the company's credit ratios will remain near pro
forma levels within the next year because of the growing preferred
stock liability.


REVOLUTION DAIRY: U.S. Trustee Forms 5-Member Creditors Committee
-----------------------------------------------------------------
The U.S. Trustee appointed five members to the official committee
of unsecured creditors in the Chapter 11 case of Revolution Dairy
LLC, Highline Dairy, LLC; and Robert and Judith Bliss, dba Bliss
Dairy:

The Creditors Committee members are:

      1. Ted King Cattle Inc.
         Attn: Ted King
         138 West 100 South
         Lewiston, UT 84320
         Tel: (435) 258-2004
         E-mail: kingtedn@gmail.com

      2. K.C. Farms
         Attn: Bruce F. Christenson
         P.O. Box 774
         Gunnison, UT 84634
         Tel: (435) 979-9785
         E-mail: alli@gtelco.net

      3. Marion R. Anderson -- Individually
        (Pursuant to privacy act, personal information
         intentionally omitted.)

      4. United Soil Science
         Attn: Elwin M. Johnson
         2560 N 3000 W
         Delta, UT 84624
         Tel: (435) 864-3107
         E-mail: elwinjohnson@frontiernet.net

      5. Douglas Flagg -- Individually
        (Pursuant to privacy act, personal information
        intentionally omitted.)

                      About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Prince, Yeates &
Geldzahler.  Highline Dairy is represented by Parsons Kinghorn &
Harris.  Robert and Judith Bliss are represented by Berry & Tripp.

The Debtors have sought joint administration of their cases.


RODEO CREEK: Seeks Authority to Hire Key Bankruptcy Professionals
-----------------------------------------------------------------
Rodeo Creek Gold Inc. seeks authority from the U.S. Bankruptcy
Court for the District of Nevada to employ these professionals:

   -- Raymond E. Dombrowski, Jr., as chief executive officer, to
be paid $800 per hour; Michael Kang as chief restructuring officer
and chief financial officer, to be paid $700 per hour; and Alvarez
& Marsal North America, LLC, to provide additional restructuring
personnel, to be paid the following hourly rates: $675-$875 for
managing director, $475-$675 for director, and $275-$475 for
analysts/associates;

   -- CIBC World Markets Inc. (contact: Michael Stewart) as
financial and restructuring advisor to be paid a monthly advisory
fee of $100,000, a fee for the completion of any sale transaction,
and a fee in connection with any restructuring;

   -- Sidley Austin LLP (contact: Jessica C.K. Boelter, Esq. --
jboelter@sidley.com) as lead bankruptcy counsel to be paid $220 to
850 per hour.

   -- Maupin, Cox & LeGoy (contact: Donald A. Lattin, Esq., --
dlattin@mclrenolaw.com -- and Christopher D. Jaime, Esq., --
cjaime@mclnrenolaw.com) as local Nevada counsel, to be paid the
following hourly rates: $275-$400 for partners, $175-$225 for
associates, $100-$150 for legal assistants.

The firms assured the Court that they are disinterested persons
and do not represent any interest adverse to the Debtor and its
estates.  A&M, however, disclosed that its Canadian unit received
$884,317 in the 90 days prior to the Petition Date.  MCL also
disclosed that it holds $70,670 as remaining outstanding amount
from the retainer it received prior to the Petition Date.  Sidley
further disclosed that during the 90 days prior to the Petition
Date, it received $399,838 from the Debtors and that $170,000 of
fees and expenses were unpaid for its prepetition services.

               About Rodeo Creek and Great Basin

Canada-based The Great Basin Gold Ltd and its subsidiaries are
engaged in the exploration, development, and operation of high-
quality gold properties.  The GBG Group's primary projects are a
trial mine and a recently constructed start-up mine, both of which
are located in rich gold-producing regions: the Hollister trial
mine in Nevada and the Burnstone start-up mine in South Africa.
The GBG Group also holds interests in early-stage mineral
prospects located in Canada and Mozambique.

On Sept. 18, 2012, the GBG Group's primary South African operating
subsidiary and owner of the Burnstone Start-up Mine, Southgold
Exploration (Pty) Ltd., commenced business rescue proceedings
under chapter 6 of the South African Companies Act, 2008.

On Sept. 19, 2012, Great Basin Gold Ltd., the ultimate parent
company, applied for protection from its creditors in Canada
pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985,
c. C-36 in the Supreme Court of British Columbia Vancouver
Registry.  GBG arranged -- and the U.S. debtors cross-guaranteed
-- DIP financing from Credit Suisse and Standard Chartered Bank in
the amount of $51 million, of which $10 million was made available
to the U.S. subsidiaries and $25 million for South Africa.

On Feb. 25, 2013, Rodeo Creek Gold Inc., which operates and owns
the Hollister Trial-Mine, along with other U.S. subsidiaries of
Great Basin, filed petitions for Chapter 11 protection (Bankr. D.
Nev. Case No. 13-50301), in Reno, Nevada, as cash ran out before
they could complete the sale of the mine.

Rodeo Creek estimated assets worth less than $100 million and debt
in excess of $100 million.  Credit Suisse is the agent under the
Debtors' secured prepetition credit facilities: (i) the Existing
Hollister Credit Facility, under which the Debtors had $52.5
million outstanding at the end of 2012 and (ii) the Canadian DIP
Facility, under which the Debtors had guaranteed $35 million
outstanding as of the Petition Date.  The Debtors also had
$13.5 million in outstanding trade debt, in addition to certain
intercompany obligations.


RUBICON FINANCIAL: Sells $426,000 Series B Shares to Director
-------------------------------------------------------------
Rubicon Financial Incorporated sold 426,000 shares of its newly
authorized Series B Convertible Preferred Stock to one of its
directors, Kathleen McPherson, for $426,000 in cash.  The Company
utilized the $426,000 in proceeds from the sale of the Series B
Preferred Stock to contribute capital into Newport Coast
Securities, Inc.  Accordingly, the regulatory capital of Newport
Coast Securities, Inc., will not change as a result of the award.

On Feb. 23, 2013, all of the holders of 8% Series A Convertible
Preferred Stock consented to and the Company's board of directors
authorized (i) the amendment and restatement of the rights and
preferences of the 8% Series A Convertible Preferred Stock, and
(ii) a new Series B Convertible Preferred Stock.

Effective March 5, 2013, the Company filed an Amended and Restated
Certificate of Designation for the 8% Series A Convertible
Preferred Stock and a Certificate of Designation authorizing the
Series B Convertible Preferred Stock.  Copies of the Amended and
Restated Certificate of Designation for the 8% Series A
Convertible Preferred Stock and the Certificate of Designation for
the Series B Convertible Preferred Stock are available at:

                        http://is.gd/1G6Ny2
                        http://is.gd/yqgHTP

On Feb. 22, 2013, a FINRA arbitration panel issued an order
awarding Deborah Ann Scott $300,000 in compensatory damages and
$125,863 in attorneys' fees, including interest at a rate of 10%
per annum from the date of the award until the award is paid in
full, jointly and severally against the Company's wholly owned
operating subsidiary, Newport Coast Securities, Inc., each of the
Company's board members and the chief compliance officer of
Newport Coast Securities.  The award was paid on or about Feb. 26,
2013.

                          About Rubicon

Irvine, Calif.-based Rubicon Financial Incorporated is a financial
services holding company.  The Company operates primarily through
Newport Coast Securities, Inc., a fully-disclosed broker-dealer,
which does business as Newport Coast Asset Management as a
registered investment advisor and dual registrant with the
Securities and Exchange Commission and Newport Coast Securities
insurance general agency.

After auditing the 2011 results, Weaver Martin & Samyn, LLC, in
Kansas City, Missouri, expressed substantial doubt about Rubicon
Financial's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and had negative cash flows from operations.

The Company reported a net loss of $2.0 million for 2011, compared
with a net loss of $1.7 million for 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$4.67 million in total assets, $2.82 million in total liabilities,
and $1.85 million in total stockholders' equity.


SALON MEDIA: Announces Recapitalization Results
-----------------------------------------------
Salon Media Group, Inc., completed a recapitalization in which all
of its convertible notes, related party advances and certain
accrued consulting fees (aggregating $15,651,000, including
interest on the convertible notes through Feb. 28, 2013) and
substantially all shares of its convertible preferred stock were
exchanged for an aggregate of 72.87 million shares of common stock
at a price of $0.35 per share.

"We are very pleased with our recapitalization efforts.  Our
strengthened balance sheet will allow us to move forward with
improved confidence," said Cynthia Jeffers, chief executive
officer of Salon.

The Company currently has 30 million shares of common stock
authorized and at Dec. 31, 2012, had approximately 3.28 million
shares outstanding.  On March 1, 2013, the Company issued an
aggregate of approximately 26.29 million shares of common stock
for all the preferred stock participating in the recapitalization
held by non-affiliates of the Company, for all of its convertible
notes and for 25% of its related party advances (including the
accrued consulting fees).  The amount of shares represented
substantially all of the available authorized common stock.  The
holders of the remaining related party advances and preferred
stock participating in the recapitalization, all of whom are
members of the board of directors or their affiliates, tendered
these obligations in exchange for an aggregate of approximately
46.58 million shares of common stock that will be issued and
delivered to them upon approval of the increase in the authorized
common stock of the Company.  The board of directors of the
Company has authorized an increase in authorized common stock to
150 million and will seek approval of the increase at a special
meeting of the stockholders that the Company expects to hold in
April.  Holders of a majority of the voting power of the Company
have agreed to vote their shares in favor of the stock increase so
the Company will not solicit proxies for the special meeting.  The
Company will issue the balance of approximately 46.58 million
shares to be issued in the recapitalization promptly following the
special meeting.

A copy of the press release is available for free at:

                        http://is.gd/VIwCDL

                         About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

The Company reported a net loss of $4.09 million for the
year ended March 31, 2012, a net loss of $2.58 million for fiscal
2011, and a net loss of $4.86 million for fiscal year 2010.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations and has an
accumulated deficit of $112.5 million at March 31, 2012, which
raise substantial doubt about the Company's ability to continue as
a going concern.

The Company's balance sheet at Dec. 31, 2012, showed $1.39 million
in total assets, $17.03 million in total liabilities and a $15.64
million total stockholders' deficit.


SAN BERNARDINO, CA: Threatens to Sue California over Taxes
----------------------------------------------------------
Tim Reid, writing for Reuters, reported that bankrupt San
Bernardino is threatening to sue the state of California over
demands it owes millions of dollars in property taxes, the latest
complication in the city's quest to fix its fiscal problems in
federal bankruptcy court.

The bankruptcy of the city 65 miles east of Los Angeles is a
national test case on whether the pensions of government workers
take precedence over other payments in a municipal bankruptcy,
Reuters noted.  It is a high stakes issue for pension plans and
their beneficiaries, and for Wall Street bondholders who lend
money to governments.

In letters dated February 21 and March 4, the California
Department of Finance demanded the city pay $15.2 million in
property taxes related to its former redevelopment agency,
according to Reuters.  If the city does not pay the money by April
3, the state could dock the funds from San Bernardino's future
sales and property tax revenues, the letters state.

In response, San Bernardino's city attorney said in a letter to
California's state controller, John Chiang, that the threat to
withhold tax revenue is "illegal" and a "willful violation" of
federal bankruptcy law, which protects debtors from creditors'
demands during proceedings, Reuters further related.

If California does not withdraw its threat to dock future city
revenue, "the city will have no choice but to institute
proceedings" against the state controller and other state
officials, James Penman, San Bernardino's city attorney, wrote in
a March 8 letter, Reuters said.


SCHOOL SPECIALTY: Committee Seeks to Retain Bankr. Professionals
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of School Specialty, Inc., et al., seeks
authority from the U.S. Bankruptcy Court for the District of
Delaware to retain these professionals:

   -- Blackstone Advisory Partners L.P. (contact: Nicholas P.
Leone) as financial advisor, to be paid a $125,000 monthly fee, a
$1.5 million restructuring fee, and the reimbursement of all
necessary out-of-pocket expenses;

   -- Brown Rudnick LLP as bankruptcy co-counsel to be paid the
following hourly rates: $1,070 for Robert J. Stark, Esq. --
rstark@brownrudnick.com, $990 for Steven D. Pohl, Esq. --
spohl@brownrudnick.com, $650 for Thomas H. Montgomery, Esq. --
tmontgomery@brownrudnick.com and Aliza Reicher --
areicher@brownrudnick.com; and

   -- Venable LLP as co-counsel to be paid the following hourly
rates: $470-$1,075 for partners, $435-$810 for of counsel, $295-
$575 for associates, and $165-$340 for paralegals.

The firms assured the Court that they are disinterested persons
and do not represent any interest adverse to the Committee.

Objections to the retention applications are due March 20.  A
hearing is set for March 27.

                       About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to
lenders led by Bayside Financial LLC, absent higher and better
offers.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors. Alvarez & Marsal North America LLC is the
restructuring advisor and Perella Weinberg Partners LP is the
investment banker.  Kurtzman Carson Consultants LLC is the claims
and notice agent.

The petition estimated assets of $494.5 million and debt of
$394.6 million.


SEQUENOM INC: Incurs $32.8 Million Net Loss in Fourth Quarter
-------------------------------------------------------------
Sequenom, Inc., reported a net loss of $32.76 million on
$33.67 million of total revenues for the three months ended Dec.
31, 2012, as compared with a net loss of $22.17 million on $15.48
million of total revenues for the same period during the prior
year.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $117.06 million on $89.69 million of total revenues, as
compared with a net loss of $74.15 million on $55.90 million of
total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $248.61
million in total assets, $200.67 million in total liabilities and
$47.94 million in stockholders' equity.

"It has been a little more than one year since the Sequenom Center
for Molecular Medicine (SCMM) launched the MaterniT21 PLUSTM test,
the first non-invasive prenatal test (NIPT) in the United States
that measures circulating cell-free nucleic acids in maternal
blood for the detection of fetal aneuploidies.  During 2012, SCMM
established itself as the leader in the NIPT field with the good
acceptance of MaterniT21 PLUS by the medical community," said
Harry Hixson, Jr., Ph.D., Chairman and CEO of Sequenom.  "SCMM and
its licensees have also seen rapid acceptance of non-invasive
prenatal testing in countries outside the United States."

"We made significant progress in our performance during 2012, with
strong revenue growth during the fourth quarter as our diagnostic
services revenues increased and our overall cash burn declined,"
said Paul V. Maier, Sequenom's CFO.  "We look forward to continued
growth in 2013 through greater testing volumes and revenues, as
well as test capacity expansion.  To meet the growing demand for
its testing services, we expect Sequenom CMM's third laboratory
location in North Carolina will become operational later this
year."

A copy of the press release is available for free at:

                        http://is.gd/i3nBk0

                     Periodic Reports Amendments

The Company disclosed in a separate Form 8-K that the management
identified an accounting error in the Company's previously issued
consolidated financial statements.  The resulting change in
classification increased cost of revenues and decreased selling
and marketing expense by the same amount and thus had no effect on
revenues or net loss for this, or any period.  This accounting
error related to the classification of costs related to field
service personnel for the Company's genetic analysis business as
selling and marketing expenses rather than as cost of revenues in
prior periods.  The cost of genetic analysis product sales and
services for the fourth quarter of 2011 now includes an additional
$0.8 million in maintenance labor services. These costs were
previously classified as selling and marketing expenses.  A copy
of the Form 8K is available for free at http://is.gd/CL5rKd

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.


SIONIX CORP: President and Chief Financial Officer Resigns
----------------------------------------------------------
David R. Wells resigned from the offices of President and Chief
Financial Officer and as a director of Sionix Corporation on
March 1, 2013.  Mr. Wells' resignation was not because of a
disagreement with Sionix on any matter relating to Sionix'
operations, policies or practices.

Sionix entered into a Release Agreement with David R. Wells
pursuant to which Sionix and Mr. Wells agreed to the terms of Mr.
Wells' separation from service to Sionix.  Pursuant to the
Agreement, on March 11, 2013:

   (i) Mr. Wells will receive payment of $37,323 in accrued
       compensation payable in shares of Sionix common stock at a
       price of $0.02 per share registered on Form S-8; and

  (ii) as severance, Mr. Wells will receive (A) a cash payment of
       $14,167, and (B) a promissory note in the amount of
       $70,833, payable as follows: on April 15, 2013, Sionix will
       make a cash payment of $5,907, and on the first of each
       month beginning May 1, 2013, and ending March 1, 2014,
       Sionix will make a monthly payment in the amount of
       $5,902, provided that if Sionix raises at least $1 million
       in a single offering of its securities, the Note will
       become immediately due and payable.  No interest will
       accrue on the Note.

The Agreement contains a customary mutual release.

                         About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $2.90
million in total assets, $4.02 million in total liabilities, all
current, and a $1.11 million total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000.  In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


SNO MOUNTAIN: To Close $4.6MM Sale to DFM by April 19
-----------------------------------------------------
James Haggerty, staff writer for The Citizens' Voice, reports that
Judge Jean FitzSimon on March 6 approved DFM Realty Inc.'s $4.6
million bid for Sno Mountain, the 440-acre Scranton skiing and
water-park complex, according to the resort's trustee Gary Seitz.

The report relates Mr. Seitz said the closing of the sale is
scheduled for April 19 in Philadelphia.  The facility will
continue operations until the ski season concludes later this
month, he said.

The report recounts DFM's parent, National Penn Bank, extended two
mortgages to Sno Mountain's owners totaling more than $8.9 million
and is the facility's largest secured creditor.  The report notes
Mr. Seitz said DFM, at the sale closing, must provide almost $1
million in cash to pay delinquent property taxes.  Sno Mountain
owes the city of Scranton, for instance, more than $357,000 in
unspecified taxes, court records show.

The report notes the sale likely signals an end to the six-year
ownership of a group that bought the facility from Lackawanna
County for $5.1 million in November 2006.  The facility rolled up
more than $24.2 million in debt before investors rebelled against
the former managing partner last October and forced Sno Mountain
into Chapter 11 bankruptcy protection.  Some members of the
Philadelphia-area investment group that lost the property, though,
are preparing to attempt a second run at ownership.

"They are actively talking to the bank," said Scott Tattar, a
spokesman for the group, according to the report. "They are
optimistic that they will remain involved with the mountain when
all is said and done."

The report relates the successor investment group, Montage
Mountain Resorts LLC, bid $4.5 million for the property at an
auction in Philadelphia and was designated "back-up bidder" in the
event the bank does not execute the purchase.

According to the report, National Penn will sustain a $4.3 million
loss in the sale, considering the difference between the value of
the mortgages and the purchase price.

The report says the only other bid at the auction was a $1 million
offer from a company headed by Arthur Berry III, president and
principal owner of Camelback Mountain Resort, a skiing and water-
park complex in Tannersville.  After submitting the bid, Mr. Berry
hinted at the weak position the bank holds in sale negotiations
going forward.  "We are more than willing to discuss with the bank
what the future brings," he said. "I don't think we are going to
approach them."

In December, Mr. Seitz sought and obtained approval from the U.S.
Bankruptcy Court for permission to employ SSG Advisors, LLC as
investment banker.  The parties agreed to this compensation
package for the firm:

a. Monthly Fees.  Monthly fees if $25,000 per month payable
   beginning Jan. 1, 2013 and continuing on Feb. 1, 2013, March 1,
   2013 for a total of 4 monthly fees.  All monthly fees paid will
   be credited against the transaction fee.

b. Sale Fee. Upon the consummation of a sale transaction, SSG
   will be entitled to a fee (the Sale Fee), payable in cash, in
   federal funds via wire transfer or certified check, at and as a
   condition of closing of such Sale, equal to 4.5% of total
   consideration.

c. Financing Fee. Upon the closing of a financing, SSG shall be
   entitled to a fee equal to $40,000 which will be paid directly
   from the Financing proceeds prior to payment to any super
   priority claim, secured claim, or administrative claim.

e. In addition to the transaction fee, SSG will be entitled
   to accrue and seek reimbursement for all of SSG's reasonable
   out-of-pocket expenses incurred from the estate in the event
   of a sale, financing or restructuring.

SSG Managing Director J. Scott Victor attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Sno Mountain

Various parties -- predominated by various limited partners of Sno
Mountan LP, including Richard Ford, Charles Hertzog, Edward
Reitmeyer, who are each guarantors of certain obligations owing by
Sno Mountain -- filed an involuntary Chapter 11 petition against
Sno Mountain (Bankr. E.D. Pa. Case No. 12-19726) on Oct. 15, 2012.
The other petitioning parties include Wynnewood Capital Partners,
L.L.C., t/a WCP Snow Mountain Partners, L.P., and Kathleen
Hertzog.

The Alleged Debtor is the owner and operator of a popular ski
mountain resort and water park known as "Sno Mountain," located at
1000 Montage Mountain Road in Scranton, Pennsylvania.  The
Debtor's bankruptcy case is a "single asset real estate" case
within the meaning of 11 U.S.C. Sec. 101(51)(B).

Judge Jean K. FitzSimon oversees the case.  Brian Joseph Smith,
Esq., at Brian J. Smith & Associates PC, represents the
petitioning creditors.

Gary Seitz has been appointed as trustee overseeing the bankruptcy
of the Sno Mountain recreation complex.  Maschmeyer Karalis PC
serves as counsel to the trustee.


SOLYNDRA LLC: Hurt by Rivals, Not Collusion, Chinese Companies Say
------------------------------------------------------------------
Jonathan Randles of BankruptcyLaw360 reported that three Chinese
solar panel makers accused in California federal court of driving
Solyndra LLC into bankruptcy through market collusion said Tuesday
that Solyndra was the victim of vigorous competition, not
predatory pricing, as the company claims.

The report related that Chinese manufacturers -- Suntech Power
Holdings Co. Ltd., Trina Solar Ltd. and Yingli Green Energy
Holding Co. Ltd. -- filed a joint motion seeking to dismiss
Solyndra's lawsuit. The complaint alleges the companies agreed
among themselves to sell their products at artificially low
prices, flooding the U.S. with cheap products, the BLaw360 report
added.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.

The TCR reported on Nov. 12, 2012, Bloomberg News said Solyndra
LLC gave formal notice that its reorganization plan was confirmed
and substantially consummated.  The amended joint Chapter 11 plan
became effective Nov. 7, according to a court filing that fixed
Jan. 13 as the professional fee bar date and Dec. 7 as the bar for
administrative claims.s


SORENSON COMMUNICATIONS: Moody's Cuts Rating on $550MM Loan to B2
-----------------------------------------------------------------
Moody's Investors Service downgraded Sorenson Communications,
Inc.'s planned $550 million Senior Secured Term Loan due 2014 to
B2 from B1. The Caa2 Corporate Family Rating, Caa2-PD Probability
of Default Rating and B1 rating on the Senior Secured Revolving
Credit Facility are unchanged. The rating outlook remains stable.

The downgrade is driven by the incremental $50 million of debt,
which increases the amount of expected senior secured claims at
default, resulting in a lower expected recovery for the term loan
holders.

Ratings Rationale:

The following rating was downgraded (assessment updated):

Senior Secured Term Loan due 2014, to B2 (LGD2, 19%) from B1
(LGD2, 17%)

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating 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

Sorenson provides IP-based video communication technology and
services to the deaf and hard of hearing. The company's sign
language interpreters join telephone calls by or to deaf customers
via its videophones. The service is provided free of charge to
qualified deaf individuals as mandated by the Americans with
Disabilities Act of 1990. Moody's expects 2013 revenues of over
$500 million.


SQUARETWO FINANCIAL: S&P Affirms 'B' ICR, Outlook Negative
----------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'B' long-
term issuer credit rating on SquareTwo Financial Corp.  The
outlook on the issuer credit rating is negative.

At the same time, S&P revised the senior secured recovery rating
to '3' from '4' and affirmed the 'B' issue-level rating.

"Our issuer credit rating on SquareTwo Financial Corp. reflects
the company's weak equity, volatile earnings, and concentrated
business model, as well as the high regulatory and operational
risks of the collections industry," said Standard & Poor's credit
analyst Kevin Cole.

The company's established relationships with the largest sellers
of "fresh" credit card receivables, or recently charged-off
receivables for which recovery prospects are better than older
credit card charge-offs, and the efficiency of its franchise model
are positive ratings factors.  Recent improvements in the
company's collections and in the collections industry in general
also support the rating.

The outlook is negative.  "Our outlook reflects SquareTwo's weak
capital position, despite improving profitability, and assumes
that the competition for receivable purchasing will limit
profitability improvement in 2013," said Mr. Cole.  S&P could
lower the rating if it revises downward its forecast for
profitability improvement in 2013 and 2014, or if S&P believes
that the company is aggressively increasing purchases.
Furthermore, S&P could lower the rating if the company does not
refinance its revolver due April 2014 by the end of 2013.

S&P could revise the outlook to stable in the second half of 2013
if the company refinances its revolver under what S&P views as
favorable terms, maintains modest profitability, and is able to
increase purchasing without paying materially higher prices.


STANFORD INT'L: Receivers Settle Row Over Overseas Assets
---------------------------------------------------------
Richard Vanderford of BankruptcyLaw360 reported that U.S. and
Antiguan receivers in charge of compensating victims of Robert
Allen Stanford's $7 billion Ponzi scheme have reached a deal to
resolve disputes about jurisdiction over money he deposited
overseas, they said Tuesday.

The report related that the settlement agreement, which ends
several years of infighting between the two camps, lays out how
they will handle $300 million assets that Stanford had squirreled
away in Canada, the U.K. and Switzerland.s

                       About Stanford Group

Stanford companies operated by selling certificates of deposit in
more than 100 discrete locations spanning 15 states in the United
States and 13 countries in Europe, the Caribbean, Canada and Latin
America. Stanford claimed to have more than 30,000 clients located
in 133 countries.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
serves more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

In March 2012, a federal jury in Houston, Texas, convicted Robert
Allen Stanford for orchestrating a 20-year investment fraud scheme
in which he misappropriated $7 billion from SIB to finance his
personal businesses.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston).  The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S. District
Court, Northern District of Texas (Dallas).


STEEL DYNAMICS: Moody's Rates Senior Notes Offer 'Ba2'
------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to senior
unsecured notes being offered by Steel Dynamics, Inc. The company
intends to use the net proceeds of the offering ( together with
available cash) to repay, under a tender offer and consent
solicitation, the outstanding balances under the 6.75% senior
unsecured notes due in April 2015.

At the same time, Moody's affirmed SDI's Ba1 corporate family
rating, Ba1-PD probability of default rating and Ba2 rating on its
outstanding senior unsecured notes. The rating outlook is stable.

Assignments:

Issuer: Steel Dynamics, Inc.

  Senior Unsecured Regular Bond/Debenture, Assigned Ba2, LGD5,
  70%

Affirmations:

Issuer: Steel Dynamics, Inc.

  Probability of Default Rating, Affirmed Ba1-PD

  Corporate Family Rating, Affirmed Ba1

  Senior Unsecured Regular Bond/Debenture Apr 1, 2015, Affirmed
  Ba2, LGD5, 70%

  Senior Unsecured Regular Bond/Debenture Mar 15, 2020, Affirmed
  Ba2, LGD5, 70%

  Senior Unsecured Regular Bond/Debenture Aug 15, 2019, Affirmed
  Ba2, LGD5, 70%

  Senior Unsecured Regular Bond/Debenture Aug 15, 2022, Affirmed
  Ba2, LGD5, 70%

Ratings Rationale:

The Ba1 corporate family rating considers the company's low cost
mini-mill operating structure and its diversified product mix,
which has shifted in recent years toward higher value-added steel
and specialty alloys. The rating also acknowledges the ongoing but
slow recovery in end markets, which should benefit sales volumes
and capacity utilization rates in the steelmaking operations. In
addition, Moody's believes that SDI is among the lowest cost steel
producers in the U.S., on a per ton basis, which enables the
company to better manage through periods of low prices and
sluggish demand.

At the same time, the rating is constrained by continued weakness
in non-residential construction, an end market served primarily by
SDI's steel fabrication and structural steel operations as well as
the overall challenges still facing the steel industry in its
recovery. While Moody's acknowledges that the downward demand
trajectory in the non-residential construction sector has likely
bottomed, any recovery is expected to be protracted with no real
boost anticipated in 2013. In addition, input cost volatility
together with steel price headwinds and demand levels unlikely to
be materially different than 2012 will limit the level of
improvement that can be achieved in the steel segment. Finally
volatile scrap prices are likely to pressure earnings performance
in SDI's metals recycling division despite providing some input
cost relief to the company's steel operations.

Moody's anticipates that SDI will experience flat to only modestly
improved operating performance over the next 12 to 18 months, with
revenue and profits pressured by the relatively weak steel prices
and sluggish improvement in demand levels. While the steel
fabrication segment is expected to continue to be around break
even on an operating basis, the recycling division will continue
to show volatility amid scrap and metal price movements.

Notwithstanding the challenges still facing the steel industry,
SDI's debt protection metrics are likely to remain appropriate for
the "Ba" rating category over the same time horizon. The company's
EBIT/interest was 2.3x and debt/EBITDA was 3.7x for the twelve
months through December 31, 2012 and Moody's anticipates
comparable or somewhat improved metrics in 2013.

The company's credit profile will continue to be supported by its
efficient, low-cost operations characterized by the company's
mini-mill business model, vertical integration into downstream
fabrication and upstream scrap and iron, flexible labor
arrangements, technological capabilities, absence of a defined
benefit pension program, and manageable environmental liabilities.
The company's profitability potential also benefits from its
greater focus on higher value-added steel and specialty alloys
that are priced at a premium versus more commodity-like hot-rolled
steel products. Furthermore, Moody's believes that SDI will
maintain its good liquidity position -- further enhanced by the
extension of its overall debt maturity profile.

The stable outlook incorporates Moody's expectation for improving
trends in SDI's steelmaking operations and a continued turnaround
in the structural steel and downstream fabrication divisions,
although these are expected to remain weak in 2013. The outlook
recognizes the headwinds currently challenging the steel industry,
but anticipates that SDI will continue to achieve acceptable
metrics. The outlook also anticipates that the company will
continue to maintain a solid liquidity position.

The Ba2 rating on SDI's senior unsecured notes reflects the junior
position of these instruments to the company's $1.1 billion asset-
backed revolving credit facility (ABL revolver), senior secured
term loan and priority accounts payables. The senior unsecured
notes, ABL revolver and term loan are guaranteed by SDI's material
subsidiaries.

Given the continued weakness in the structural steel and
downstream fabrication divisions, a ratings upgrade is unlikely
over the near term. However, should SDI sustain debt-to-EBITDA
under 3.0 times, EBIT-to-interest coverage above 4.0 times, EBIT
margins in the mid-teens, and consistently generate free cash
flow, its ratings and/or outlook could be favorably impacted.
However, upward rating movement to investment grade is constrained
by the secured nature of the ABL revolver and term loan facility.

A negative rating action is unlikely over the near term absent a
significant debt financed acquisition or material contraction in
the company's liquidity profile. However, if SDI's debt-to-EBITDA
were to exceed 4.0 times, EBIT-to-interest track below 3.0 times
on a sustainable basis, and free cash flow generation be negative,
downward pressure on the rating or outlook would result.

The principal methodology used in this rating was the Global Steel
Industry Methodology published in October 2012. 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 Fort Wayne, Indiana, Steel Dynamics, Inc.,
manufactures steel through its domestic mini-mills, which have an
estimated annual production capacity of approximately 6.4 million
tons. In addition, the company ranks among the largest scrap
processors in the United States, with shipments of approximately
5.6 million gross tons of ferrous materials and 1.1 billion pounds
of nonferrous metallic's in the twelve months ending December 31,
2012. SDI also operates steel fabrication facilities, which
manufacture trusses, girders, joists, and decking; and two iron-
making facilities. During the twelve months through December 31,
2012, the company shipped approximately 5.8 million tons of steel
and generated approximately $7.3 billion in net sales.


STEEL DYNAMICS: S&P Rates New $400MM Sr. Unsecured Notes 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating (same as the corporate credit rating) to Steel Dynamics
Inc.'s proposed $400 million senior unsecured notes due 2023.  The
'3' recovery rating indicates S&P's expectation for meaningful
(50% to 70%) recovery in the event of a payment default.  The
notes are being issued under rule 144A with registration rights.

The company intends to use proceeds from the proposed notes plus
cash on hand to redeem its existing 6.75% senior notes due 2015.
S&P estimates leverage to be about 3.5x EBITDA on a pro forma
basis, which S&P views to be indicative of a "significant"
financial risk profile.  Fort Wayne, Ind.-based Steel Dynamics is
a domestic steel producer and metals recycler, with $7.3 billion
of revenue in 2012.  S&P's view of its "satisfactory" business
risk reflects the company's low-cost position, flexible
operations, and product diversity.  Still, the company operates in
the highly competitive, volatile, and cyclical steel industry,
which remains vulnerable to economic weakness.

RATING LIST

Steel Dynamics Inc.
Corporate credit rating           BB+/Positive/--

New Rating
Steel Dynamics Inc.
Proposed senior unsecured notes   BB+
  Recovery rating                  3


SUSQUEHANNA BANCSHARES: Moody's Assigns '(P)Ba1' Shelf Rating
-------------------------------------------------------------
Moody's Investors Service assigned shelf ratings to Susquehanna
Bancshares, Inc. (senior unsecured of Baa3 positive). The
following shelf ratings were assigned: senior unsecured of
(P)Baa3, subordinate of (P)Ba1, cumulative preferred stock of
(P)Ba2, and non-cumulative preferred stock of (P)Ba3.

Moody's said that Susquehanna's shelf ratings reflect the rating
agency's normal notching practices. Moody's last rating action on
Susquehanna was on January 30, 2013 when Moody's changed
Susquehanna's outlook to positive from stable.

The principal methodology used in this rating was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.

Susquehanna Bancshares, Inc., which is headquartered in Lititz, PA
reported total assets of $18 billion at December 31, 2012.


THE OUTLET COLLECTION: Moody's Maintains 'Ba2' Rating on Bonds
--------------------------------------------------------------
Moody's maintains the Ba2 rating and stable outlook on the
Kapkowski Road Landfill Reclamation Improvement District Project
Bonds. The Outlet Collection/Jersey Gardens (formerly known as
Jersey Gardens) is owned by JG Elizabeth, LLC, a subsidiary of
Glimcher Realty Trust (preferred stock rated B2, positive
outlook).

Ratings Rationale:

The Ba2 rating and stable outlook reflect the healthy and growing
cash flow from The Outlet Collection/Jersey Gardens, whose
payment-in-lieu-of-tax (PILOT) payments secure the bonds;
relatively diverse and stable retail tenants and a good location
adjacent to the New Jersey Turnpike and Newark-Liberty
International Airport near densely populated areas. The rating
also reflects the absence of a debt reserve fund and a weak
external liquidity support agreement to provide timely payment of
debt service.

Outlook:

The stable outlook reflects the increased occupancy rate at the
mall, as well as the strong mall sales per square foot.

What Could Change the Rating - Up?

Addition of a DSRF or enhanced liquidity support could result in
positive rating pressure.

What Could Change the Rating - Down?

Depressed retail sales; increasing tenant bankruptcies or a sharp
decline in the value of the mall asset could place negative
pressure on the rating.

Strengths:

  - In a prime location with access to transportation and diverse
tenants, the mall is the only value mega-mall in northern New
Jersey offering a combination factory outlet and retail stores

  - Current mall occupancy relative to square footage is high at
99.9% and total mall sales per square foot of $502 (up from $422
in 2011) are strong

  - The PILOT payments assessed by the City of Elizabeth (rated
A1, positive outlook) cannot be repealed. Failure to pay PILOTs
results in a fixed annual property lien on the mall that is not
subject to reduction in bankruptcy

  - A PILOT payment shortfall if not remedied could result in
foreclosure of the mall, an unlikely event given current mall
profitability

  - Mall has strong and growing cash flow and net income, with
over 3 times net income coverage of annual PILOT payments

Challenges:

  - Lack of a DSRF and weak external liquidity support to ensure
timely payment of debt service payments is not consistent with
investment grade ratings

  - Weak economy and retail sector could trigger tenant
bankruptcies that could diminish mall cash flow for PILOT payments

  - Potential for increased retail competition in the service area

  - No mortgage interest in the property for bondholders

Rating Methodology:

The bond ratings were assigned by evaluating factors believed to
be relevant to the credit profile of the issuer such as i) the
business risk and competitive position of the issuer versus others
within its industry or sector, ii) the capital structure and
financial risk of the issuer, iii) the projected performance of
the issuer over the near to intermediate term, iv) the issuer's
history of achieving consistent operating performance and meeting
budget or financial plan goals, v) the nature of the dedicated
revenue stream pledged to the bonds, vi) the debt service coverage
provided by such revenue stream, vii) the legal structure that
documents the revenue stream and the source of payment, and viii)
and the issuer's management and governance structure related to
payment.


THERAPEUTICSMD INC: Plans to Offer $50 Million Common Shares
------------------------------------------------------------
TherapeuticsMD, Inc., intends to offer and sell, subject to market
and other conditions, $50,000,000 of its common stock in an
underwritten public offering.  There can be no assurance as to
whether or when the offering may be completed, or as to the actual
size or terms of the offering.

Jefferies LLC is acting as sole book-running manager for the
offering, and Noble Financial Capital Markets is acting as co-
manager for the offering.

A shelf registration statement relating to the public offering of
the shares of common stock was filed with the Securities and
Exchange Commission (SEC) and is effective.  A preliminary
prospectus supplement related to the offering will be filed with
the SEC and will be available on the SEC's Web site located at
www.sec.gov.  Copies of the preliminary prospectus supplement and
the accompanying prospectus relating to this offering, when
available, may be obtained from Jefferies LLC, Attention: Equity
Syndicate Prospectus Department, 520 Madison Avenue, 12th Floor,
New York, NY 10022, by telephone at (877) 547-6340, or by e-mail
at Prospectus_Department@Jefferies.com.

                        About TherapeuticsMD

Boca Raton, Fla.-based TherapeuticsMD, Inc., is a specialty
pharmaceutical company focused on the sales, marketing and
development of branded and generic pharmaceutical and OTC products
primarily for the women's healthcare market.  The Company's
products are designed to improve the health and well-being of
women from pregnancy through menopause while using information
technology to lower costs for the Patient, Physician and Payor.

As reported in the TCR on April 2, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, N.J., expressed substantial doubt
about TherapeuticsMD, Inc.'s ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has suffered a loss from operations of approximately $5.4 million
and had negative cash flow from operations of approximately
$5.0 million.

The Company's balance sheet at Sept. 30, 2012, showed
$3.51 million in total assets, $7.84 million in total liabilities
and a $4.33 million total stockholders' deficit.


TRAVELCLICK INC: Moody's Rates New US$90MM Sr. Term Loan 'Caa1'
---------------------------------------------------------------
Moody's Investors Service downgraded TravelCLICK, Inc.'s corporate
family rating to B2 from B1 and assigned a Caa1 rating to the
proposed $90 million second lien senior secured term loan due
2018. Moody's also upgraded the ratings on the first lien bank
debt to Ba3 from B1. The probability of default rating was
affirmed at B2-PD. The ratings outlook is stable.

Proceeds from the proposed $90 million second lien term loan
combined with cash on hand will be used to fund a dividend to the
owners. The company is also seeking an amendment to the first lien
term loan that would lower pricing, increase certain baskets
related to incremental debt and acquisitions, and reset the
financial maintenance covenants.

The downgrade of the corporate family rating reflects Moody's view
that TravelCLICK's pro forma credit metrics are no longer
consistent with a B1 ratings profile. Moody's estimates that pro
forma debt to EBITDA will increase almost two full-turns to 6.5
times from 4.6 times for 2012 (Moody's adjusted) as a consequence
of the proposed transaction.

The affirmation of the B2-PD probability of default rating (at the
level of the corporate family rating) reflects that the proposed
capital structure is composed of first and second lien debt, as
per Moody's Loss Given Default Methodology. The upgrade of the
first lien bank debt reflects increased cushion in the form of the
contractually subordinated second lien term loan.

The following summarizes the ratings activity.

Rating downgraded:

Corporate family rating to B2 from B1

Rating assigned:

Proposed $90 million second lien senior secured term loan due 2018
at Caa1 (LGD5, 85%)

Ratings upgraded:

$20 million first lien senior secured revolving credit facility
due 2016 to Ba3 (LGD3, 32%) from B1 (LGD3, 33%)

$192 million first lien senior secured term loan due 2016 to Ba3
(LGD3, 32%) from B1 (LGD3, 33%)

Rating affirmed:

Probability of default rating at B2-PD

Ratings Rationale:

The B2 corporate family rating reflects Moody's expectation that
TravelCLICK's leverage will decline to the high 5.0 times range
and that EBITDA less capex coverage of interest coverage will
modestly exceed 1.5 times over the next 12 to 18 months. The
rating also captures the company's aggressive financial policy
(given the magnitude of the proposed debt-funded dividend),
longer-term acquisition risk, relatively modest revenue size,
reliance on strategic partners, and the vulnerability of revenues
to highly cyclical demand within the luxury and upper upscale
hotel industry. The rating is supported by the company's diverse
product offerings, modest customer concentration, good geographic
diversity, and relatively stability of operating performance
during the recession. The rating is also supported by improving
EBITDA levels and expectations that this will continue.

The stable outlook reflects Moody's expectation that TravelCLICK
will expand its revenue and EBITDA commensurate with improving end
market fundamentals and apply excess free cash flow to debt
reduction such that leverage declines from initial pro forma
levels.

Moody's could downgrade the ratings if TravelCLICK fails to grow
EBITDA such that debt to EBITDA does not decline below 6.0 times,
EBITDA less capex coverage of interest falls below 1.5 times, or
free cash flow is only breakeven. Additional debt-funded
dividends/acquisitions could also pressure the ratings.

Moody's could upgrade TravelCLICK's ratings if it delevers through
organic EBITDA growth and debt reduction such that debt to EBITDA
is sustained below 4.0 times, EBITDA less capex to interest
exceeds 2.0 times, and free cash flow as a percentage of debt is
in the high single-digit range. An upgrade would also require more
conservative policies with respect to acquisitions and dividends.

The methodologies used in this rating were Global Business &
Consumer Service Industry Rating Methodology published in October
2010, and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

TravelCLICK provides marketing and reservation services to
independent and chain hotels worldwide. Headquartered in New York
City, the company generated revenues of $257 million for the
twelve months ended December 31, 2012.


TRAVELCLICK INC: S&P Rates New $90MM Second Lien Loan 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on New York City-based TravelClick Inc.  The outlook
is stable.

At the same time, S&P affirmed the 'B' issue-level rating on the
company's $195 million term loan and $20 million revolving credit
facility, both due 2016.  The '3' recovery rating indicates S&P's
expectation of meaningful recovery (50% to 70%) in the event of
payment default.

S&P also assigned a 'CCC+' issue-level rating to the company's
proposed $90 million second lien term loan due 2018.  The '6'
recovery rating indicates S&P's expectation of negligible recovery
(0% to 10%) in the event of payment default.

The company intends to use the proceeds from the proposed second
lien, along with some balance sheet cash, to pay a dividend to its
owners.

"We expectation that continued improvement in travel industry
conditions, along with the company's product and marketing
investments, will result in good revenue growth and consistent
profitability," said Standard & Poor's credit analyst Christian
Frank.

TravelClick provides e-commerce solutions to independent and chain
hotels.


TRAVELPORT LTD: Launches Comprehensive Restructuring Plan
---------------------------------------------------------
Travelport Limited and Travelport LLC, an indirect subsidiary of
the Company on March 12 announced a comprehensive capital
refinancing plan, including arrangements to extend until 2016 the
maturity date of the Issuer's Senior Notes due in 2014.  In
addition, the Company's parent companies reached agreement with
lenders of Travelport Holdings Limited's unsecured payment-in-kind
loans to support the Restructuring Plan, including exchanging
Holdco Loans into equity of Travelport Worldwide Limited.

"Following the business momentum management has achieved in recent
quarters from the successful delivery of the Company's strategy,
today's proposed refinancing transactions are specifically
designed to extend 2014 debt maturities, eliminate the debt at
Travelport Holdings and simplify the Company's capital structure,"
stated Gordon Wilson, President and CEO of Travelport Limited.
"The successful execution of the refinancing will allow
Travelport's management team to continue to focus on growing the
business and achieving more of the same in the months and years
ahead.  We appreciate the broad support we've received and look
forward to successfully completing the restructuring plan."

Under the collective terms of the Restructuring Support Agreements
described below, the parties have agreed to effectuate the
following:

-- Certain holders of the Issuer's outstanding 9 7/8% Senior
Dollar Fixed Rate Notes due 2014, Senior Dollar Floating Rate
Notes due 2014 and Senior Euro Floating Rate Notes due 2014 and
outstanding 9% Senior Notes due 2016 have agreed to tender their
notes into exchange offers to be made to all eligible holders of
the Senior Notes.  The exchange offer consideration will be a
combination of cash and new U.S. dollar-denominated 13.875% Senior
Fixed Rate Notes due 2016 or Senior Floating Rate Notes due 2016
(LIBOR plus 8.625%).  Eligible holders are entitled to receive
more New Senior Notes in exchange for their Senior Notes if they
validly tender their Senior Notes at or prior to the early tender
time of 5:00 p.m. on March 22, 2013 (unless extended) than if they
tender thereafter.  The Issuer will also solicit consents in the
Senior Notes Exchange Offers to provide, among other things, a
waiver and release of claims asserted or that could be asserted by
the holders of Senior Notes, including those with respect to
certain ongoing litigation between the Company and Computershare
Trust Company, N.A., as indenture trustee for the Senior Notes, to
instruct the trustee to execute any documents or take any action
necessary to effect such release, to amend the respective
indentures governing the applicable Senior Notes in certain
respects and to approve consummation of the transactions
contemplated by the Restructuring Plan.

-- In connection with the Senior Notes Exchange Offers and the
Second Lien Notes Exchange Offer, on March 11, 2013, the Issuer
entered into a second lien secured credit agreement with Credit
Suisse AG, the guarantors named therein and the other parties
thereto, pursuant to which the Initial Lender is committed,
subject to the satisfaction of certain conditions, to fund up to
$630 million in aggregate principal amount of floating rate
Tranche 1 Second Priority Secured Loans (LIBOR plus 8%, subject to
a fixed minimum LIBOR rate of 1.5%, a prepayment/repayment premium
of 2% and, other than in connection with an excess cash flow
mandatory prepayment, an interest make whole payment for
prepayments prior to August 23, 2014) with a maturity of January
31, 2016.  The Tranche 1 Loans will be offered, on a pro rata
basis, to all eligible holders, or their designees, of the Senior
Notes that validly tender Senior Notes in the Senior Notes
Exchange Offers and deliver consents in the Senior Notes Consent
Solicitation.  Certain holders of the Senior Notes have agreed to
subscribe for any Tranche 1 Loans that are not subscribed for by
other holders of the Senior Notes.

-- Eligible holders of the Issuer's outstanding Series B Second
Priority Senior Secured Notes due 2016 will be offered the
opportunity to exchange such notes for an equal principal amount
(after giving effect to the capitalization of certain interest
with respect to such Second Lien Notes) of 8.375% Tranche 2 Second
Priority Secured Loans under the Credit Agreement with a maturity
of December 1, 2016, if they tender such notes and deliver the
related consents by the early tender time of 5:00 p.m. on March
22, 2013 (unless extended).  Eligible holders of the Second Lien
Notes will receive less Tranche 2 Loans in exchange for their
Second Lien Notes if they validly tender their Second Lien Notes
after the early tender time.  The Tranche 2 Loans are subject to
an interest make whole payment for voluntary prepayments prior to
August 23, 2014, other than in connection with an excess cash flow
mandatory prepayment.  The Issuer will also solicit consents to
certain proposed amendments to the indenture governing the Second
Lien Notes and to approve the consummation of the transactions
contemplated by the Restructuring Plan.

-- Holders of the Issuer's outstanding 11 7/8% Senior Dollar
Subordinated Notes due 2016 and 10 7/8% Senior Euro Subordinated
Notes due 2016 will be offered a consent fee to provide their
consents to, among other things, a waiver and release of claims
asserted or that could be asserted by the holders of Senior
Subordinated Notes, including those with respect to certain
ongoing litigation between the Company and Computershare Trust
Company, N.A., as indenture trustee for the Senior Subordinated
Notes, to instruct the trustee to execute any documents or take
any action necessary to effect such release, to amend the
indenture governing the Senior Subordinated Notes and to approve
the consummation of the transactions contemplated by the
Restructuring Plan.

-- Lenders of Tranche A Holdco Loans due December 1, 2016 under
the Amended and Restated Credit Agreement, dated as of October 3,
2011, of Travelport Holdings Limited will be offered a consent fee
to provide their consent to certain amendments to the PIK Credit
Agreement to approve certain of the transactions contemplated by
the Restructuring Plan and to exchange Tranche A loans for up to
$25 million aggregate principal amount of Series A Second Priority
Senior Secured Notes due 2016, which will be automatically
exchanged for a separate series of newly issued 11 7/8% senior
subordinated notes due 2016 and 43.3% of the outstanding equity of
Worldwide on a pro forma and fully-diluted basis after giving
effect to the Restructuring Plan.

-- Holders of Tranche B Holdco Loans under the PIK Credit
Agreement will be offered the opportunity to exchange Tranche B
Holdco Loans for 34.6% of the outstanding equity of Worldwide on a
pro forma and fully-diluted basis after giving effect to the
Restructuring Plan.

Each of the transactions is contingent on the satisfaction or
waiver on or prior to the expiration date (for each of the
respective transactions) of the conditions thereto and for each of
the other transactions.  The Senior Notes Exchange Offers and
Senior Notes Consent Solicitation will be made to all eligible
holders of Senior Notes and consummation is conditioned upon the
valid tender and acceptance by the Issuer of at least 95% of the
aggregate principal amount of the outstanding 2014 Senior Notes
(considering the three series of 2014 Senior Notes in the
aggregate) in the Senior Notes Exchange Offers and at least the
majority of the aggregate principal amount of the outstanding 2016
Senior Notes in the Senior Notes Exchange Offers.  The Second Lien
Notes Exchange Offer will be made to all eligible holders of
Second Lien Notes and consummation is conditioned upon the valid
tender and acceptance by the Issuer of at least a majority of the
aggregate principal amount of the outstanding Second Lien Notes in
the Second Lien Notes Exchange Offer.  The Senior Subordinated
Notes Consent Solicitation is conditioned upon the receipt of
valid consents from holders of at least a majority of the
aggregate principal amount of the outstanding Senior Subordinated
Notes in the Senior Subordinated Notes Consent Solicitation.  The
transactions under the PIK Credit Agreement are conditioned upon
at least 66.7% of the outstanding principal amount and a majority
of the outstanding principal amount not held by insiders of the
applicable tranche of loans under the PIK Credit Agreement taking
part in the applicable transaction.

The Issuer intends to use the proceeds from the offering of
Tranche 1 Loans to refinance $175 million of indebtedness under
its secured credit agreement, dated as of May 8, 2012, among the
Issuer, the Company and the other parties thereto, to pay the cash
portion of the Senior Notes Exchange Offers, to pay the consent
fees in connection with the exchange offers and solicitations
described above and for general corporate purposes, including
paying other fees and expenses related to the transactions
contemplated by the Restructuring Plan.

In support of the Restructuring Plan, the Company, the Issuer and
certain affiliates have entered into restructuring support
agreements dated March 11, 2013, with certain noteholders and
lenders as follows:

-- the Issuer has reached agreement with holders of approximately
37.9% of the 2014 Senior Notes and approximately 64.0% of the 2016
Senior Notes;

-- the Issuer has reached agreement with holders of approximately
46.1% of the Second Lien Notes;

-- the Issuer has reached agreement with holders of approximately
15.8% of the Senior Subordinated Notes; and

-- Travelport Holdings and Worldwide have reached agreement with
approximately 71.5% of the lenders of Tranche A loans (excluding
lenders affiliated with the Company) and approximately 59.5% of
the lenders of Tranche B loans (excluding lenders affiliated with
the Company).

Important additional information can be found in, and this news
release should be read in conjunction with, the Current Report on
Form 8-K to be filed today with the Securities and Exchange
Commission.

Eligible holders of Second Lien Notes, U.S.-Dollar denominated
Senior Notes and Senior Subordinated Notes who wish to request
copies of the applicable offering memorandum or consent
solicitation statement should contact i-Deal LLC, the U.S.
Information and Exchange Agent, at (888) 593-9546 (toll free) or
via email at exchangeoffer@ipreo.com

Eligible holders of Euro-denominated Senior Notes and Senior
Subordinated Notes who wish to request copies of the applicable
offering memorandum or consent solicitation statement should
contact Lucid Issuer Services Limited, the European Information
and Exchange Agent, via email at tpl@lucid-is.com

                     About Travelport Limited

Travelport Limited, headquartered in Atlanta, Ga., is a provider
of critical transaction processing solutions and data to companies
operating in the global travel industry.  With a presence in over
170 countries, approximately 3,500 employees and 2012 net revenue
of more than $2 billion, Travelport is comprised of the global
distribution system (GDS) business, which includes the Galileo and
Worldspan brands, its Airline IT Solutions business and a majority
joint venture in eNett.

At Sept. 30, 2012, the Company had total current assets of
US$617.0 million and total current liabilities of
US$728.0 million.  Travelport Limited's working capital deficit
was US$111 million as of Sept. 30, 2012.


TRINITY COAL: Environmental Regulators Protest Request
------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that West
Virginia's environmental regulators are protesting the powers that
Trinity Coal Corp. want to give proposed new leader David Stetson,
arguing that the powers would make him above the law.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.


UNIVAR INC: Debt Facility Amendments No Impact on Moody's B2 CFR
----------------------------------------------------------------
Moody's Investors Service said Univar's proposed amendment to the
terms of its credit facility, and repayment of a portion of its
subordinated debt is a modest credit positive, but will not impact
Univar's Corporate Family Rating or the rating on its term loan.

Moody's affirmed Univar's B2 Corporate Family Rating and the B2
rating on its term loan B on February 11, 2013.

Univar Inc. distributes industrial chemicals and provides related
services, operating approximately 260 distribution centers to
service a diverse set of end markets in the US, Canada and Europe.
The company was taken private in October 2007, and is currently
majority owned by funds managed by CVC Capital Partners and
Clayton, Dubilier & Rice, LLC. The company had revenues of $9.7
billion for the twelve months ended September 30, 2012.


UNIVERSAL HEALTH: Bankruptcy Court Okays Citrus Offer for Units
---------------------------------------------------------------
Citrus Universal Healthcare, Inc. on March 12 disclosed that the
United States Bankruptcy Court for the Middle District of Florida
has approved its offer to purchase the four operating entities of
Universal Health Care Group, including all of Universal's Medicare
health plans, subject to regulatory approval.  Citrus, a national
entity based in Delaware whose backers have a long track record of
success turning around healthcare companies, will move forward
with state regulatory processes to purchase the St. Petersburg-
based company.

Citrus is pleased to announce that it will be working with Alvarez
& Marsal to stabilize the company and focus on servicing customers
and providers in order to improve the network and position it for
long-term success.  The leader in turnaround management and
corporate restructuring, Alvarez & Marsal brings deep expertise in
healthcare services and managed care operations to the Florida
market to lead Universal's turnaround and resolve operational
business challenges.

"We have incredible confidence in our ability to turnaround
Universal, if given the opportunity, with the expertise of Alvarez
& Marsal and look forward to improving the company to position it
to provide long-term quality and service for all members," said
Spencer Baretz, official spokesperson for Citrus Universal
Healthcare.  "We understand the company has faced challenges and
our immediate priority is to stabilize the company and restore
relationships with current members and providers, who we look
forward to serving."

As the regulatory process continues, Alvarez & Marsal deployed a
large team of seasoned industry experts to Universal headquarters
on March 4.  The team brings more than 200 years of collective
industry-specific turnaround experience and began its work
immediately.  The team is led by Ed Griese, national leader of
Alvarez & Marsal's health plan business unit.

                            Auction

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Delaware doesn't have the only bankruptcy court where
a business can be sold quickly -- the U.S. Bankruptcy Court in
Tampa, Florida, authorized Universal Health Care Group Inc. to
sell its insurance subsidiaries for $33.3 million about a month
after filing for Chapter 11 protection.

According to the report, Universal lined up a buyer named
Universal Health Acquisition Corp. to purchase the subsidiaries
for as much as $38 million paid in annual installments over 14
years, with interest at 2 percentage points higher than the London
interbank offered rate.  At auction, the winning bid of $33.3
million cash was made by an affiliate of CarePoint Insurance Co.
The bankruptcy judge approved the sale on March 11.

BankUnited NA, agent for the lenders, was prepared to have the
case dismissed if the sale wasn't to its satisfaction.  The
lenders were owed $36.5 million.

                   About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.


VANGUARD HEALTH: S&P Retains 'BB-' Rating After $300M Loan Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on U.S.
hospital operator Vanguard Health Systems are unchanged following
the company's term loan B add-on of $300 million.

The issue-level rating on the now $1.1 billion term loan B remains
'BB-', with a recovery rating of '1', indicating S&P's expectation
for very high (90% to 100%) recovery for lenders in the event of a
default.  The company will use proceeds for general corporate
purposes.  The additional term loan debt does not significantly
affect Vanguard's credit measures, and S&P expects cushions on
debt covenants to remain above 20% in 2013.

The corporate credit rating on Vanguard is 'B' and the rating
outlook is stable.  The rating reflects S&P's view of Vanguard's
financial risk profile as "highly leveraged," supported by a
lease-adjusted debt-to-EBITDA ratio of about 6.4x, after the
impact of the additional debt.  S&P expects this leverage level to
decline to a level closer to S&P's current expectation of about 6x
because S&P expects the company to use some, or all of the
proceeds for acquisitions that would be additive to earnings.  The
company's "weak" business risk profile continues to reflect its
relatively undiversified portfolio of hospitals, uncertain
reimbursement, and concentration in markets S&P considers
competitive.

RATINGS LIST

Vanguard Health Systems Inc.
Corporate Credit Rating                  B/Stable/--

Ratings Unchanged

Vanguard Health Holding Co. II LLC
Vanguard Holding Co. II Inc.
$1.1B term loan B*                       BB-
   Recovery Rating                        1

* Includes $300M add-on.


VELATEL GLOBAL: Inks Waiver Agreement with Ironridge
----------------------------------------------------
VelaTel Global Communications, Inc., entered into a Waiver
Agreement with Ironridge Technology Co., a division of Ironridge
Global IV, Ltd.  The Waiver Agreement relates to the Stock
Purchase Agreement for Preferred Shares between the Company and
Ironridge.  In the Waiver Agreement, Ironridge waives completion
of certain conditions described in the SPA to allow the Company to
call for a Closing to occur by which Ironridge will purchase and
the Company will sell shares of its Series B preferred stock.
Pursuant to and on the date of the Waiver Agreement, Ironridge
agreed to purchase 75 Preferred Shares and to pay the Company
$750,000.  The Company also agreed to issue Ironridge 75 Preferred
Shares as a non-refundable fee for entering into the Waiver
Agreement.  The Waiver Agreement also provides for certain
restrictions on the Company's right to negotiate or enter into
financing arrangements with potential investors other than
Ironridge or its affiliates while any Preferred Shares are
outstanding and for six months after their conversion to shares of
the Company's Series A Common Stock.  The Waiver Agreement
requires the Company to immediately reserve 492,000,000 Series A
Shares for potential issuance to Ironridge, and to as soon as
possible amend its articles of incorporation to increase the
number of Series A Shares authorized to a number sufficient to
also cover subsequent Closings and future conversions of Preferred
Shares into Series A Shares as contemplated in the Ironridge SPA.

A complete copy of the Waiver Agreement is available at:

                       http://is.gd/u3Pjqe

The Revised Second Closing occurred on Feb. 26, 2013, when
Ironridge paid the Company $750,000 and the Company issued
Ironridge 150 Preferred Shares.

                    Unregistered Securities Sale

Since its most recent report filed on any of Forms 8-K, 10-K or
10-Q, the Company has made sales of unregistered securities
identified below, namely Series A Shares and warrants granting the
holder a right to acquire one Series A Share for each warrant and
Preferred Shares.

On Feb. 20, 2013, the Company issued 1,288,660 Series A Shares to
WHC Capital, LLC, in partial payment of a promissory note in the
amount of $500,000 in favor of Isaac Organization, Inc., assigned
by Isaac to America Orient, LLC, and partially assigned by America
Orient to WHC.  This sale of Series A Shares resulted in a
principal reduction of $25,000 in notes payable of the Company,
and payment of $0 of accrued interest.  The Company also issued
1,288,660 Warrants to America Orient as consideration for its
assignment to WHC.  Each Warrant has an exercise price of $ 0.0194
and an exercise term of three years.

On Feb. 20, 2013, the Company issued 1,794,871 Series A Shares to
Asher Enterprises, Inc., in partial payment of a promissory note
in the amount of $500,000 in favor of Isaac, assigned by Isaac to
America Orient, and partially assigned by America Orient to Asher.
This sale of Series A Shares resulted in a principal reduction of
$35,000 in notes payable of the Company, and payment of $0 of
accrued interest.  The Company also issued 1,794,871 Warrants to
America Orient as consideration for its assignment to Asher.  Each
Warrant has an exercise price of $0.0195 and an exercise term of
three years.

On Feb. 21, 2013, the Company issued 2,099,076 Series A Shares and
2,099,076 Warrants to James Shaw, as partial assignee of Weal
Group, Inc., in partial payment of a line of credit promissory
note of up to $1,052,631.50 in favor of Weal Group, Inc.  This
sale of Series A Shares resulted in a principal reduction of
$50,000 in notes payable of the Company, and payment of $0 of
accrued interest.  Each Warrant has an exercise price of $ 0.02382
and an exercise term of three years.

On Feb. 22, 2013, the Company issued 1,960,784 Series A Shares
to Asher in partial payment of a promissory note in the amount of
$500,000 in favor of Isaac Organization, Inc., assigned by Isaac
to America Orient, and partially assigned by America Orient to
Asher.  This sale of Series A Shares resulted in a principal
reduction of $40,000 in notes payable of the Company, and payment
of $0 of accrued interest.  The Company also issued 1,960,784
Warrants to America Orient as consideration for its assignment to
Asher. Each Warrant has an exercise price of $0.0204 and an
exercise term of three years.

On Feb. 25, 2013, the Company issued 1,563,981 Series A Shares to
Continental in partial payment of a promissory note in the amount
of $500,000 in favor of Isaac, assigned by Isaac to America
Orient, and partially assigned by America Orient to Continental.
This sale of Series A Shares resulted in a principal reduction of
$33,000 in notes payable of the Company, and payment of $0 of
accrued interest.  The Company also issued 1,563,981 Warrants to
America Orient as consideration for its assignment to Continental.
Each Warrant has an exercise price of $ 0.0211 and an exercise
term of three years.

On March 4, 2013, the Company issued 1,288,660 Series A Shares to
WHC in partial payment of a promissory note in the amount of
$500,000 in favor of Isaac, assigned by Isaac to America Orient,
and partially assigned by America Orient to WHC.  This sale of
Series A Shares resulted in a principal reduction of $25,000 in
notes payable of the Company, and payment of $0 of accrued
interest.  The Company also issued 1,288,660 Warrants to America
Orient as consideration for its assignment to WHC.  Each Warrant
has an exercise price of $ 0.0194 and an exercise term of three
years.

On March 6, 2013, the Company issued 1,389,356 Series A Shares to
Continental in partial payment of a promissory note in the amount
of $500,000 in favor of Isaac, assigned by Isaac to America
Orient, LLC, and partially assigned by America Orient to
Continental.  This sale of Series A Shares resulted in a principal
reduction of $26,000 in notes payable of the Company, and payment
of $953.56 of accrued interest.  The Company also issued 1,389,356
Warrants to America Orient as consideration for its assignment to
Continental.  Each Warrant has an exercise price of $ 0.0194 and
an exercise term of three years.

                       Series B Preferred Stock

Pursuant to the Waiver Agreement, on Feb. 26, 2013, the Company
issued Ironridge 150 Preferred Shares, the attributes of which
include potential future conversion into Series A Shares in
accordance with the Certificate of Designations.

                       Total Shares Outstanding

As of March 7, 2013 and immediately following the issuances, the
Company has 156,472,686 shares of its Series A common stock
outstanding; 40,000,000 shares of its Series B common stock
outstanding; and 270 shares of its Series B Preferred stock
outstanding; each class or series of stock having a par value of
$0.001.

                         About VelaTel Global

VelaTel acquires spectrum assets through acquisition or joint
venture relationships, and provides capital, engineering,
architectural and construction services related to the build-out
of wireless broadband telecommunications networks, which it then
operates by offering services attractive to residential,
enterprise and government subscribers.  VelaTel currently focuses
on emerging markets where internet penetration rate is low
relative to the capacity of incumbent operators to provide
comparable cutting edge services, or where the entry cost to
acquire spectrum is low relative to projected subscribers.
VelaTel currently has project operations in People's Republic of
China, Croatia, Montenegro and Peru.  Additional target markets
include countries in Latin America, the Caribbean, Southeast Asia
and Eastern Europe.  VelaTel's administrative headquarters are in
Carlsbad, California.  For more information, please visit
www.velatel.com.

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.

The Company reported a net loss of $21.79 million in 2011,
compared with a net loss of $66.62 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $21.55
million in total assets, $26.54 million in total liabilities and a
$4.99 million total stockholders' deficiency.


VIGGLE INC: More Than 2MM Registered Viggle Users at Feb. 2013
--------------------------------------------------------------
Gregory Consiglio, Viggle Inc.'s president and chief operating
officer, presented at the Barclays Internet Connect Conference on
March 6, 2013, at 4:00 p.m. EST.  At the conference, Mr. Consiglio
discussed about, among other things, the business overview,
sources of revenue, and product roadmap.  He also disclosed that
there were more than 2 million registered Viggle users as of
February 2013, a 70% increase since October 2012.  A copy of the
presentation is available for free at http://is.gd/yE0xND

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

The Company's balance sheet at Sept. 30, 2012, showed
$17.3 million in total assets, $22.2 million in total liabilities,
and a stockholders' deficit of $4.9 million.

As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.


VTE PHILADELPHIA: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
VTE Philadelphia LP filed with the Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,000,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $22,850,018
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,636,671
                                 -----------      -----------
        TOTAL                     $2,000,000      $26,486,890

A copy of the schedules is available for free at:

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

VTE Philadelphia, LP, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-10058) in Manhattan on Jan. 7, 2013.  The Debtor is a
single asset real estate case consisting of a vacant land located
at 709-717 North Penn Street, in Philadelphia, Pennsylvania.

The Chapter 11 petition was filed on the eve of a sheriff's sale
scheduled by the secured creditor, U.S. Bank National Association,
which has obtained judgment for foreclosure from the Court of
Common Please of Philadelphia County.  The judgment amount owed to
the bank is $16.9 million.


WINLAND ELECTRONICS: Gets NYSE MKT Listing Non-Compliance Notice
----------------------------------------------------------------
Winland Electronics, Inc. disclosed that on March 6, 2013, the
Company received written notification from the NYSE Regulation,
Inc. staff stating that the Company's Common Stock is subject to
delisting from the Exchange.

The Company had previously received notice from the Staff and
disclosed that it was not in compliance with certain of the NYSE
MKT's continued listing standards as set forth in Part 10 of the
Exchange's Company Guide.  Specifically, the Company was advised
that it was not in compliance with the following Sections of the
Company Guide:

-- Section 1003(a)(ii) because the Company reported stockholders'
equity of less than $4,000,000 and has incurred losses from
continuing operations and/or net losses in three of its four most
recent fiscal years; and

-- Section 1003(a)(iii) because the Company reported stockholders'
equity of less than $6,000,000 and has incurred losses from
continuing operations and/or net losses in each of its last five
consecutive fiscal years ended December 31, 2011.

The Company was previously given the opportunity to submit a plan
of compliance advising the Exchange of actions it had taken, or
would take, to regain compliance with the continued listing
standards.  The Company submitted the Plan and the Staff
subsequently notified the Company that it has made a reasonable
demonstration of its ability to regain compliance with the
continued listing standards by May 29, 2013, and that the Staff
had accepted its Plan.  The Company was further advised that
delisting proceedings would be immediately initiated if the
Company failed to make progress consistent with the Plan.

As part of the Plan, the Company informed the Staff that it
intended to conduct a capital raise in either the fourth quarter
of 2012 or the first quarter of 2013.  The Company has decided not
to conduct a capital raise due to dilution current shareholders
would face given a capital raise of significant size.

The Company could appeal the Staff Determination, but it does not
intend to request an appeal.  Therefore, the Staff Determination
will become final and the Company's Common Stock will be scheduled
for delisting from the Exchange, and trading in the Company's
Common Stock on the Exchange will be discontinued effective at the
close of business on Wednesday March 20, 2013.

The Company will make an application and take the necessary steps
so that the Company's Common Stock will be traded on the OTC
Bulletin Board as soon as practicable after March 20, 2013.

                   About Winland Electronics

Winland Electronics, Inc. -- http://www.winland.com/-- is an
industry leader of critical condition monitoring devices.
Products including EnviroAlert, WaterBug, TempAlert, Vehicle Alert
and more are designed in-house to monitor critical conditions for
industries including health/medical, grocery/food service,
commercial/industrial, as well as agriculture and residential.
Proudly made in the USA, Winland products are compatible with any
hard wire or wireless alarm system and are available through
distribution worldwide.  Headquartered in Mankato, MN, Winland
trades on the NYSE Amex Exchange under the symbol WEX.


ZACHRY HOLDINGS: S&P Assigns 'BB-' CCR & Rates $250MM Notes 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
corporate credit rating to Zachry Holdings Inc.  At the same time,
S&P also assigned its 'B+' issue rating and '5' recovery rating
(indicating S&P's expectation of modest [10%-30%] recovery in the
event of payment default) to Zachry Holdings Inc.'s $250 million
senior unsecured notes due 2020.

The ratings on Zachry reflect the company's "weak" business risk
profile and "significant" financial risk profile.  "The stable
outlook indicates our expectation for sustained mid-single-digit
EBITDA margins on recovering demand in its end markets from the
downturn in 2009 and 2010," said Standard & Poor's credit analyst
Robyn Shapiro.  S&P's financial risk assessment reflects
expectations of debt to EBITDA below 3x and positive free cash
flow generation prospects in 2013.  The recently completed
refinancing extends the maturity on its existing debt.  The
business risk profile assessment reflects the company's exposure
to cyclical end markets amid competitive bidding.

The company provides engineering, procurement, and construction
(EPC), and maintenance and turnaround services in the U.S. to the
domestic energy and industrial infrastructure end markets,
including refining, petrochemicals, power generation, and other
related energy sectors.  Through the September 2012 acquisition of
JV Industrial Cos. Ltd. (JVIC), Zachry has added to its
maintenance and turnaround business.  After being deferred during
the economic downturn, EPC projects, as well as maintenance and
plant turnaround activity, are slowly picking up across the
company's end markets.  Still, the company remains exposed to some
pricing pressure given the presence of a number of regional,
national, and international competitors.

The ratings incorporate the inherent cyclicality of the
engineering and construction services sector in which Zachry
participates.  S&P believes other risks include the competitive
nature of the industry and the potential for cost overruns in the
execution of fixed-price contracts.  As of Sept. 30, 2012, a
little more than half of the company's revenues were from cost-
reimbursable contracts with the remainder from contracts that are
primarily fixed-price.

S&P believes the company's long-term operating performance could
benefit from demand supporting increased activity in some of
Zachry's end markets.  Additionally, with more than 15,000
employees, Zachry is one of the largest direct-hire EPC and
industrial service companies in the U.S., which S&P views as a
competitive advantage.  Zachry estimates that they self-perform
more than 90% of the labor scope of construction projects,
including all of the major crafts (civil, structural, mechanical,
piping, insulation, electrical, instrumentation, and controls).
This gives the company the ability to directly control the
majority of the on-site craft labor work force and thereby reduce
interface inefficiency costs and duplication of overhead costs,
which may occur in a subcontract construction approach.

The company's backlog was $2.7 billion as of Sept. 30, 2012 (pro
forma for the JVIC acquisition), up significantly from
$1.8 billion as of year-end 2011.  Its adjusted EBITDA margins
remain in the mid-single-digit area as of Sept. 30, 2012.  The
cyclical nature of the company's end markets and thin margins can
significantly erode operating results during a downturn.

In S&P's base case, it estimates leverage (including S&P's
adjustments, mainly for operating leases and postretirement
obligations) at less than 3x in 2013, with funds from operations
(FFO) to debt of more than 20%.  For the rating, S&P considers
debt to EBITDA of less than 3.5x and FFO to debt of about 20% to
be appropriate.  John B. Zachry owns or controls 100% of the
company's equity and has the ability to control all matters
requiring shareholder approval, including the election of the
board of directors and significant transactions.  In S&P's view,
during the past few years, the company's financial policies have
not been very aggressive given industry risks.

"The stable outlook reflects our expectation for positive free
cash flow in 2013 based upon slow ongoing recovery in the
company's end markets.  We could lower the ratings if a shortfall
in operating performance (arising from unexpected weakness in end-
market demand) dampens profit margins, leading to significantly
lower-than-expected free cash flow generation.  A downgrade is
also likely to occur if credit protection measures deteriorate--
for instance, if we expect adjusted debt leverage persistently
above 3.5x.  We could consider raising the rating if we expect the
company to maintain leverage of less than 2.5x with consistent
free cash flow over the business cycle, and if we expect the
company to pursue financial policies consistent with a higher
rating," S&P said.

Privately held Zachry does not disclose financial results.


* Moody's Notes Record Low for North American Bond Covenants
------------------------------------------------------------
The three-month rolling average of Moody's Covenant Quality Index
(CQI) reached an historical low of 3.96 in February, driven by a
high percentage of Ba-rated bonds and high-yield lite covenant
packages. The mark breaks January's record of 3.92, says Moody's
Investors Service in a new report.

"Investors are assuming more risk for less yield; average spreads
to benchmark yields have tightened steadily since July, although
there was a slight spread widening in February," said Moody's VP -
- Senior Covenant Officer Alex Dill, author of the report, "North
American Covenant Quality Index: Bond Covenant Quality Hits a New
Low." Moody's began tracking the index in January 2011. Covenant
quality improved to a CQI record of 3.37 in April of that year.

Covenant quality of North American high-yield bonds has
deteriorated steadily since hitting 3.41 in July 2012. The CQI
results for February are "weak," according to Moody's five-point
scale, in which 1.0 represents strong covenant protections and 5.0
the weakest.

The average CQ score in February was 4.18, also a record low.
Distinct from the rolling three-month average underlying the CQI,
the weak 4.18 score was a single-month average.

"High-yield-lite issuance was the primary driver for the low
covenant quality," said Dill, pointing to the large portion of
high-yield lite bonds, which accounted for 33.3% and 40.0% of
issuance in January and February, respectively, compared with the
historical average of 16.5% since January 2011. High-yield lite
bonds lack either or both a restricted payments and debt
incurrence covenant and receive an automatic 5.0 CQ score.

Of the 10 high-yield-lite bonds in February, the lowest-rated
bonds came from Meritage Homes Corporation and American Axle &
Manufacturing, whose bonds are rated B1 and B2, respectively.

Bonds rated Ba at issuance accounted for 55.6% and 36.0% of bond
issues in January and February, respectively, well above the
historical average of 27.0%. Of the nine Ba-rated bonds issued in
February, six were rated Ba1.

Bonds rated Ba, and especially those rated Ba1, generally have
high-yield-lite covenant packages or full covenant packages
ranking low in covenant quality. Investors are often willing to
accept less protection with comparatively less-risky instruments.


* Apartments Lead Price Performance for Properties, Says Moody's
----------------------------------------------------------------
Commercial property prices across the board were effectively flat
in January, according the Moody's/RCA Commercial Property Price
Indices national all-property composite index. Over the last three
years, however, Moody's found that apartments are leading
"properties with beds."

"Of the major types of properties where people sleep, apartments
have been the clear price performance leader over the last three
years," said Moody's Tad Philipp, lead author of Moody's report on
activity captured by the indices in January, "Moody's/RCA CPPI:
Apartments the Early Riser Among Properties with Beds, Outshining
Homes and Hotels."

The national all-property composite index decreased by 0.1% in
January, consolidating gains that took place amid the surge of
transaction activity during the fourth quarter of 2012. Apartment
and core commercial prices each declined by 0.1%, resulting in the
national composite's relatively flat performance.

The rating agency reports that apartments have reversed
approximately 80% of their peak- to-trough price decline, hotels,
19%, and homes, 17%. Strong fundamentals and ample liquidity have
propelled apartment prices to within 8% of their November 2007
peak.

"Hotels have been grinding out a price recovery, driven largely by
three consecutive years of rising revenue per available room,"
said Philipp. "Debt capital for hotels has improved with the
resumption of commercial mortgage backed securities-based lending,
with hotels constituting as much as 20% of recent conduits."

He said home prices are recovering, but at a slower pace than that
of either apartment or hotel. Home prices have increased by 9.0%
from their March 2012 trough, compared with 13.9% for hotel from
its March 2010 trough and 50.3% for apartment from its December
2009 trough.

"Although homes have become more affordable due to price declines
and historically low interest rates," said Philipp, "home
ownership has declined and borrowers are facing tightened lending
standards."

Moody's also reports that retail prices have increased by 6.9%
over the past three months, exceeding the gains in suburban and
central business district (CBD) office by three or more percentage
points. Industrial was the only core commercial sector to decline
over the last three months, decreasing by 1.3%.

Major market prices have gained 7.8% over the past 12 months, says
the Moody's report, outpacing the gain in non-major markets by 2.5
percentage points. Major market prices have increased by 45.1%
since the trough, more than twice the price appreciation of the
non-major markets.

The Moody's/RCA CPPI measures price changes in US commercial real
estate based on completed sales of the same commercial properties
over time, known as the "repeat-sales" methodology.


* De Novo Review for Summary Judgment on Stern Claims
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Ann D. Montgomery in Minneapolis,
Minn., ruled on March 8 that a defendant is entitled to de novo
review in district court when core and non-core facts are
"intertwined".

The report recounts that a lawsuit in bankruptcy was withdrawn to
district court because some of the state-law claims were against
defendants who hadn't filed claims in bankruptcy.  The district
judge sent the suit back to bankruptcy court until ready for
trial.  The bankruptcy judge denied cross-motions for summary
judgment, saying there were disputed fact issues.  The bankruptcy
judge then sent the case to district court, saying it was trial-
ready.

The report relates that in district court, the parties disagreed
over whether the district judge could review the denial of summary
judgment and what the standard of review should be.

Judge Montgomery said that many of the claims fell within the
ambit of the Supreme Court's Stern v. Marshall decision, where the
bankruptcy court lacks authority to make final rulings.  As to
other claims such as fraudulent transfer against a defendant who
filed a claim, Montgomery said the bankruptcy judge had power to
make a final order on summary judgment.

Because the facts were so "intertwined," Judge Montgomery said it
would be a misuse of resources to apply different standards of
review on different claims against different defendants.  She
decided to apply the de novo standard when deciding if summary
judgment was properly denied.

The case is Dietz v. Spangenberg, 11-cv-02600, U.S. District
Court, District of Minnesota (Minneapolis).


* Bankruptcy Can't Stop Student Loan Collections: 6th Circ.
-----------------------------------------------------------
Erica Teichert of BankruptcyLaw360 reported that the Sixth Circuit
affirmed on Tuesday that individuals cannot stop guarantors from
collecting on consolidated student loans, determining that
Educational Credit Management Corp. can still seek payment for a
bankrupt man's student loans separate from the lender's requests.

The report related that in a published opinion, the three-judge
panel determined that district and bankruptcy courts had correctly
ruled that ECMC still retained guarantor rights against Thomas J.
Alfes' debt despite a contrary ruling over lender SunTrust Banks
Inc.'s rights in a prior related proceeding.


* EEOC Bias Case OK Despite JPMorgan Worker's Chapter 7 Slip
------------------------------------------------------------
Bill Donahue of BankruptcyLaw360 reported that an Ohio federal
judge ruled Tuesday that the U.S. Equal Employment Opportunity
Commission could still bring sex discrimination claims on behalf
of a JPMorgan Chase Bank NA worker even though she failed to
disclose her workplace gripe in a personal bankruptcy filing.

The report added that U.S. District Judge Geoffrey L. Frost
rejected the bank's claim that the EEOC was barred from bringing
claims on behalf of Elizabeth Burke -- one of several women the
commission says faced workplace bias at Chase -- based on the
doctrine of judicial estoppel.


* White Says Her SEC Would Be Tough on Wall Street
--------------------------------------------------
Ben Protess, writing for The New York Times, reported that Mary Jo
White moved closer to becoming a top Wall Street regulator on
Tuesday as she sailed through a Congressional confirmation hearing
but even her supporters on Capitol Hill pointed to significant
challenges awaiting the next leader of the Securities and Exchange
Commission.

While she received a friendly reception during two hours of
testimony, the Senate Banking Committee grilled Ms. White, the
nominee for S.E.C. chairwoman, on her regulatory agenda, demanding
that Ms. White complete new rules for Wall Street and take aim at
financial fraud, the NY Times report related.  Lawmakers argued
that the agency, four years after the financial crisis, must
confront a broad array of problems facing the public markets.

According to the NY Times, Ms. White promised to tackle
enforcement actions and unfinished regulation, but offered scant
details on her plans. She did, however, signal a flexible approach
to reforming money market funds, an approach that could draw
scrutiny from investor advocates and liberal lawmakers, the NY
Times said.


* Underwater Americans Skirting Default as HARP Use Rises
---------------------------------------------------------
Kathleen M. Howley, writing for Bloomberg News, reported that
homeowners with underwater mortgages in U.S. states worst-hit by
foreclosures are leading refinancings after the government
expanded programs to aid borrowers, strengthening the weakest link
in the housing recovery.

The Bloomberg report pointed out that in Nevada, where property
values fell by half in the real estate bust, the government's Home
Affordable Refinance Program, or HARP, accounted for 68 percent of
refinancing in December, the Federal Housing Finance Agency said
in a report. For Florida, 58 percent went through HARP. The states
topped the nation in loans more than three months overdue at
2012's end, according to the Mortgage Bankers Association.

The U.S. housing market is rebounding as foreclosure sales drop
after a record number of seized properties had dragged on prices
and sapped buyer confidence, Diane Swonk, chief economist at
Mesirow Financial in Chicago, told Bloomberg. There were 1.1
million HARP refinances in 2012, double the year-earlier number
and exceeding FHFA estimates, the agency said in the report.
Underwater borrowers, with mortgages that exceed their property
values, are most at risk of default, Swonk said.

"The biggest hurdle the housing market has to overcome to stay on
its upward trajectory is keeping the foreclosure inventory down,"
Swonk told Bloomberg.  "HARP refis are keeping people in their
homes, especially in the states where property is severely
underwater."


* Heller, Howrey Clawbacks Make Firms Rethink Ex-Partner Hires
--------------------------------------------------------------
Erin Coe of BankruptcyLaw360 reported that with the estate of
Heller Ehrman LLP receiving the green light to pursue claims
against the firms that picked up its ex-partners the same day that
Howrey LLP's trustee fired off a slew of similar suits, experts
say law firms may be more wary about hiring partners from
dissolved firms going forward.

The report related that a California bankruptcy judge on Monday
let the Heller estate move forward with adversary proceedings
against Jones Day, Davis Wright Tremaine LLP, Foley & Lardner LLP
and Orrick Herrington & Sutcliffe LLP.


* Wilk Auslander Among Latin Lawyer Deal of the Year Nominees
-------------------------------------------------------------
Wilk Auslander LLP has been named in Latin Lawyer's shortlist of
nominees for its Deal of the Year Award, in connection with the
firm's representation of Compania de Inversiones de Energia S.A.
("CIESA") in litigation in New York.  The firm represented, in
addition to CIESA, parties such as Petrobras Energia S.A. in the
litigation. Latin Lawyer, the leading business law resource for
Latin America, has shortlisted the CIESA litigation in the
Disputes category.  The litigation related to a restructuring of
"US$220 million worth of notes," as reported in an August 2, 2012
Latin Lawyer article by Rachel Hall.

The Wilk Auslander LLP litigation team included partners Jay S.
Auslander and Natalie Shkolnik and associate Julie Cilia.

Latin Lawyer will present its 7th Annual Deal of the Year Awards
ceremony in Sao Paulo, Brazil on March 19, 2013.  The ceremony
will feature awards in the areas of Corporate Finance, M&A,
Restructuring, Project Finance, Disputes, Outbound Investment,
Regulatory, and Private Equity.

                    About Wilk Auslander LLP

Wilk Auslander LLP is a law firm with offices in New York City and
Europe.  Its litigation department represents clients in a wide
array of business disputes, including diverse matters relating to
general commercial issues, distressed debt, judgment enforcement,
regulatory enforcement, securities, real estate, and bankruptcy.
The firm also provides transactional legal services to clients in
areas such as real estate, tax, corporate, employment, and
intellectual property.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Timothy Hooper
   Bankr. D. Nev. Case No. 13-11678
      Chapter 11 Petition filed March 3, 2013

In re Billy McKa
   Bankr. W.D. Ark. Case No. 13-70760
      Chapter 11 Petition filed March 3, 2013
In re Dwayne Dahlgren
   Bankr. D. Ariz. Case No. 13-02954
      Chapter 11 Petition filed March 4, 2013

In re Amerige Investment Group, Inc.
   Bankr. C.D. Calif. Case No. 13-11951
     Chapter 11 Petition filed March 4, 2013
         See http://bankrupt.com/misc/cacb13-11951.pdf
         represented by: Gary A Laff, Esq.
                         Law Office Of Gary A Laff
                         E-mail: garyalaff@yahoo.com

In re Angela Catarata
   Bankr. E.D. Calif. Case No. 13-22883
      Chapter 11 Petition filed March 4, 2013

In re Antonio Limgenco
   Bankr. N.D. Calif. Case No. 13-30494
      Chapter 11 Petition filed March 4, 2013

In re Home Services + More, LLC
        dba Mr, Rooter
          dba Prestige Electric
            dba Star Restoration
              dba Rebath
   Bankr. D. Conn. Case No. 13-30398
     Chapter 11 Petition filed March 4, 2013
         See http://bankrupt.com/misc/ctb13-30398.pdf
         represented by: Peter L. Ressler, Esq.
                         Groob Ressler & Mulqueen
                         E-mail: ressmul@yahoo.com

In re Margarita Belogolovskaya
   Bankr. M.D. Fla. Case No. 13-01312
      Chapter 11 Petition filed March 4, 2013

In re Life Essential-Rafiki, Inc.
   Bankr. N.D. Ga. Case No. 13-54681
     Chapter 11 Petition filed March 4, 2013
         See http://bankrupt.com/misc/ganb13-54681.pdf
         represented by: Randall K. Strozier, Esq.

In re Minesh Patel
   Bankr. N.D. Ga. Case No. 13-54718
      Chapter 11 Petition filed March 4, 2013

In re Murphy's Den LLC
   Bankr. N.D. Ga. Case No. 13-54768
     Chapter 11 Petition filed March 4, 2013
         Filed pro se

In re Sandra Davis
   Bankr. N.D. Ga. Case No. 13-54786
      Chapter 11 Petition filed March 4, 2013

In re Jeffrey Blust
   Bankr. N.D. Ill. Case No. 13-08514
      Chapter 11 Petition filed March 4, 2013

In re Travis Howard, Inc.
   Bankr. S.D. Ind. Case No. 13-80201
     Chapter 11 Petition filed March 4, 2013
         See http://bankrupt.com/misc/insb13-80201.pdf
         represented by: Robert D. McMahan, Esq.
                         McMahan Law Firm
                         E-mail: tiffany@mcmahanlaw.net

In re S.Basch & Son, Inc.
   Bankr. W.D. Mich. Case No. 13-01634
     Chapter 11 Petition filed March 4, 2013
         See http://bankrupt.com/misc/miwb13-01634.pdf
         represented by: Robert A. Stariha, Esq.
                         Stariha Law Offices, P.C.
                         E-mail: slobr@sbcglobal.net

In re Glenmar Corporation
   Bankr. W.D.N.Y. Case No. 13-10515
     Chapter 11 Petition filed March 4, 2013
         See http://bankrupt.com/misc/nywb13-10515.pdf
         Filed pro se

In re Robert Rosswog DMD, PC
        aka Robert Rosswog DMD, Inc.
   Bankr. W.D. Pa. Case No. 13-20939
     Chapter 11 Petition filed March 4, 2013
         See http://bankrupt.com/misc/pawb13-20939.pdf
         represented by: Robert O. Lampl, Esq.
                         E-mail: rol@lampllaw.com

In re Butch Johnson
   Bankr. D.S.C. Case No. 13-01294
      Chapter 11 Petition filed March 4, 2013

In re Ki Na
   Bankr. E.D. Tex. Case No. 13-40591
      Chapter 11 Petition filed March 4, 2013

In re Abdulhadi Oliwi
   Bankr. N.D. Tex. Case No. 13-41059
      Chapter 11 Petition filed March 4, 2013

In re McKamy Lots, LLC
   Bankr. N.D. Tex. Case No. 13-31174
     Chapter 11 Petition filed March 4, 2013
         See http://bankrupt.com/misc/txnb13-31174.pdf
         represented by: Gregory Alan Whittmore, Esq.
                         E-mail: kearsage@msn.com

In re Robert Edelman
   Bankr. N.D. Tex. Case No. 13-31182
      Chapter 11 Petition filed March 4, 2013

In re TAVOOS, LLC
   Bankr. N.D. Tex. Case No. 13-41064
     Chapter 11 Petition filed March 4, 2013
         See http://bankrupt.com/misc/txnb13-41064p.pdf
         See http://bankrupt.com/misc/txnb13-41064c.pdf
         represented by: Kevin G. Herd, Esq.
                         Goodrich Postnikoff & Associates, LLP
                         E-mail: kherd@gpaplaw.com

In re Wallis Winegar
   Bankr. N.D. Tex. Case No. 13-41053
      Chapter 11 Petition filed March 4, 2013

In re Hand Plumbing Service Inc.
   Bankr. S.D. Tex. Case No. 13-20103
     Chapter 11 Petition filed March 4, 2013
         See http://bankrupt.com/misc/txsb13-20103.pdf
         represented by: William Arthur Whittle, Esq.
                         E-mail: ecf@whittlelawfirm.com

In re Vincent Cabella
   Bankr. S.D. Tex. Case No. 13-31331
      Chapter 11 Petition filed Marchh 4, 2013

In re Ledgerock, Ltd.
   Bankr. W.D. Tex. Case No. 13-10417
     Chapter 11 Petition filed March 4, 2013
         See http://bankrupt.com/misc/txwb13-10417p.pdf
         See http://bankrupt.com/misc/txwb13-10417c.pdf
         represented by: Sabrina L. Streusand, Esq.
                         Streusand Landon & Ozburn, LLP
                         E-mail: streusand@slollp.com

In re Minaz Enterprises, Inc.
        fka DMM Enterprises, Inc.
          dba El Rancho Grocery
   Bankr. W.D. Tex. Case No. 13-50591
     Chapter 11 Petition filed March 4, 2013
         See http://bankrupt.com/misc/txwb13-50591.pdf
         represented by: Ronald J. Smeberg, Esq.
                         E-mail: ron@smeberg.com

In re Mohammed Manji
   Bankr. W.D. Tex. Case No. 13-50592
      Chapter 11 Petition filed March 4, 2013

In re Roise Group Inc.
   Bankr. W.D. Tex. Case No. 13-10403
     Chapter 11 Petition filed March 4, 2013
         See http://bankrupt.com/misc/txwb13-10403.pdf
         Filed pro se

In re Joel Higgins
   Bankr. D. Wyo. Case No. 13-20171
      Chapter 11 Petition filed March 4, 2013

In re Hee Lee
   Bankr. C.D. Calif. Case No. 13-13859
      Chapter 11 Petition filed March 5, 2013

In re Wall to Wall Builders, Inc.
   Bankr. C.D. Calif. Case No. 13-13912
     Chapter 11 Petition filed March 5, 2013
         See http://bankrupt.com/misc/cacb13-13912.pdf
         represented by: Robert B. Rosenstein, Esq.
                         ROSENSTEIN & HITZEMAN, AAPLC
                         E-mail: robert@rosenhitz.com

In re Thomas Smith
   Bankr. E.D. Calif. Case No. 13-22972
      Chapter 11 Petition filed March 5, 2013

In re Precision Drywall Construction Corporation
        aka Precision Drywall Co.
   Bankr. N.D. Calif. Case No. 13-30503
     Chapter 11 Petition filed March 5, 2013
         See http://bankrupt.com/misc/canb13-30503.pdf
         Filed as Pro Se

In re Suresh Mehta
   Bankr. S.D. Calif. Case No. 13-02245
      Chapter 11 Petition filed March 5, 2013

In re Thomas Smith
   Bankr. M.D. Fla. Case No. 13-01323
      Chapter 11 Petition filed March 5, 2013

In re Carl Wightman
   Bankr. S.D. Fla. Case No. 13-15039
      Chapter 11 Petition filed March 5, 2013

In re Thomas DeMilio
   Bankr. M.D. Ga. Case No. 13-30302
      Chapter 11 Petition filed March 5, 2013

In re P F Services, Inc.
   Bankr. N.D. Ga. Case No. 13-20646
     Chapter 11 Petition filed March 5, 2013
         See http://bankrupt.com/misc/ganb13-20646.pdf
         represented by: Howard P. Slomka, Esq.
                         SLOMKA LAW FIRM
                         E-mail: marsi@slomkalawfirm.com

In re Monger Investment Group LLC
   Bankr. N.D. Ga. Case No. 13-54854
     Chapter 11 Petition filed March 5, 2013
         Filed as Pro Se

In re Liberty Funding & Investments, Inc.
   Bankr. N.D. Ga. Case No. 13-54886
     Chapter 11 Petition filed March 5, 2013
         Filed as Pro Se

In re New Jerusalem Holiness Church Inc.
   Bankr. N.D. Ga. Case No. 13-54945
     Chapter 11 Petition filed March 5, 2013
         See http://bankrupt.com/misc/ganb13-54945.pdf
         represented by: Kenneth Mitchell, Esq.
                         GIDDENS, MITCHELL & ASSOCIATES, P.C.
                         E-mail: kmitchell@gdmpclaw.com

In re Grover Woods
   Bankr. S.D. Ga. Case No. 13-40412
      Chapter 11 Petition filed March 5, 2013

In re John Ferguson
   Bankr. N.D. Ill. Case No. 13-08547
      Chapter 11 Petition filed March 5, 2013

In re 8301 S Madison LLC
   Bankr. N.D. Ill. Case No. 13-08548
     Chapter 11 Petition filed March 5, 2013
         See http://bankrupt.com/misc/ilnb13-08548.pdf
         represented by: Philip A. Igoe, Esq.
                         THE IGOE LAW FIRM, LTD.
                         E-mail: igoe@igoelawfirm.com

In re Philip Moy
   Bankr. N.D. Ill. Case No. 13-08554
      Chapter 11 Petition filed March 5, 2013

In re George Tsonis
   Bankr. N.D. Ill. Case No. 13-08662
      Chapter 11 Petition filed March 5, 2013

In re Vincent Abell
   Bankr. D. Md. Case No. 13-13847
      Chapter 11 Petition filed March 5, 2013

In re Kenneth Jakaus
   Bankr. D. Mass. Case No. 13-11197
      Chapter 11 Petition filed March 5, 2013

In re John Cranney
   Bankr. D. Mass. Case No. 13-11220
      Chapter 11 Petition filed March 5, 2013

In re Erlyn Corporation
   Bankr. D. Mass. Case No. 13-40511
     Chapter 11 Petition filed March 5, 2013
         See http://bankrupt.com/misc/mab13-40511.pdf
         represented by: David M. Nickless, Esq.
                         NICKLESS, PHILLIPS AND O'CONNOR
                         E-mail: dnickless.nandp@verizon.net

In re Jerome Usher, LLC
   Bankr. W.D. Mich. Case No. 13-01701
     Chapter 11 Petition filed March 5, 2013
         See http://bankrupt.com/misc/miwb13-01701.pdf
         represented by: Michael T. Culp, Esq.
                         MICHAEL T. CULP PLLC
                         E-mail: mtculp@sbcglobal.net

In re Brannon Enterprises, Inc.
        dba Copperleaf Kitchen & Bath Designs
            Perma Ceram of Pittsburgh
   Bankr. W.D. Pa. Case No. 13-20954
     Chapter 11 Petition filed March 5, 2013
         See http://bankrupt.com/misc/pawb13-20954p.pdf
         See http://bankrupt.com/misc/pawb13-20954c.pdf
         represented by: Stanley A. Kirshenbaum, Esq.
                         E-mail: sak@saklaw.com

In re Victor Cafeo
   Bankr. W.D. Pa. Case No. 13-70161
      Chapter 11 Petition filed March 5, 2013

In re On Site Grading, Inc.
   Bankr. E.D. Tenn. Case No. 13-11103
     Chapter 11 Petition filed March 5, 2013
         See http://bankrupt.com/misc/tneb13-11103c.pdf
         See http://bankrupt.com/misc/tneb13-11103p.pdf
         represented by: Brent James, Esq.
                         HARRISS HARTMANN LAW FIRM, P.C.
                         E-mail: bkcourts@harrisshartman.com

In re Intel Investment Properties, LLC
   Bankr. S.D. Tex. Case No. 13-31371
     Chapter 11 Petition filed March 5, 2013
         See http://bankrupt.com/misc/txsb13-31371.pdf
         represented by: Samuel L. Milledge, Esq.
                         MILLEDGE LAW FIRM, PLLC
                         E-mail: milledge@milledgelawfirm.com

In re D & D Car Wash, Inc.
   Bankr. W.D. Tex. Case No. 13-50606
     Chapter 11 Petition filed March 5, 2013
         See http://bankrupt.com/misc/txwb13-50606.pdf
         represented by: Dean William Greer, Esq.
                         E-mail: dwgreer@sbcglobal.net

In re Basic Nursing Services, Inc.
   Bankr. W.D. Tex. Case No. 13-50612
     Chapter 11 Petition filed March 5, 2013
         See http://bankrupt.com/misc/txwb13-50612.pdf
         represented by: William R. Davis, Jr., Esq.
                         LANGLEY & BANACK, INC.
                         E-mail: wrdavis@langleybanack.com

In re Kim Henderson
   Bankr. E.D. Va. Case No. 13-11012
      Chapter 11 Petition filed March 5, 2013

In re Timothy Johnson
   Bankr. W.D. Wis. Case No. 13-10968
      Chapter 11 Petition filed March 5, 2013
In re Edward Ahn
   Bankr. C.D. Calif. Case No. 13-15807
      Chapter 11 Petition filed March 6, 2013

In re Batista Madonia
   Bankr. M.D. Fla. Case No. 13-02895
      Chapter 11 Petition filed March 6, 2013

In re Kevin Fisher
   Bankr. M.D. Fla. Case No. 13-01373
      Chapter 11 Petition filed March 6, 2013

In re Dan Dunson
   Bankr. N.D. Ga. Case No. 13-10604
      Chapter 11 Petition filed March 6, 2013

In re Danny Dunson
   Bankr. N.D. Ga. Case No. 13-10605
      Chapter 11 Petition filed March 6, 2013

In re David Dunson
   Bankr. N.D. Ga. Case No. 13-10606
      Chapter 11 Petition filed March 6, 2013

In re Nabil Abadeer
   Bankr. N.D. Ill. Case No. 13-08868
      Chapter 11 Petition filed March 6, 2013

In re Robert Johnson
   Bankr. N.D. Ill. Case No. 13-08861
      Chapter 11 Petition filed March 6, 2013

In re Michele Leo
   Bankr. D. Maine Case No. 13-20157
      Chapter 11 Petition filed March 6, 2013

In re Christopher Wickstrom
   Bankr. D. Mass. Case No. 13-11239
      Chapter 11 Petition filed March 6, 2013

In re Bruce Brown
   Bankr. W.D. Mo. Case No. 13-60310
      Chapter 11 Petition filed March 6, 2013

In re Cafe Pomidor Group Inc.
        aka Cafe Pomidor
   Bankr. E.D.N.Y. Case No. 13-41273
     Chapter 11 Petition filed March 6, 2013
         See http://bankrupt.com/misc/nyeb13-41273.pdf
         Filed pro se

In re Wesley Wang
   Bankr. E.D.N.Y. Case No. 13-71089
      Chapter 11 Petition filed March 6, 2013

In re Cosmo Beauty Supply, Inc.
        dba Cosmos Beauty Supply, Inc.
   Bankr. D.P.R. Case No. 13-01749
     Chapter 11 Petition filed March 6, 2013
         See http://bankrupt.com/misc/prb13-01749.pdf
         represented by: Carlos A Ruiz Rodriguez, Esq.
                         E-mail: caruiz@reclamatusderechos.com

In re The Vinson Group, LLC
   Bankr. M.D. Tenn. Case No. 13-01993
     Chapter 11 Petition filed March 6, 2013
         See http://bankrupt.com/misc/tnmb13-01993.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         Law Offices Lefkovitz & Lefkovitz
                         E-mail: slefkovitz@lefkovitz.com

In re Bruce Bosley
   Bankr. D. Ariz. Case No. 13-03227
      Chapter 11 Petition filed March 7, 2013

In re MV Apartments LLC
   Bankr. D. Ariz. Case No. 13-03240
     Chapter 11 Petition filed March 7, 2013
         See http://bankrupt.com/misc/azb13-03240.pdf
         represented by: Steven M. Cox, Esq.
                         WATERFALL ECONOMIDIS CALDWELL ET AL
                         E-mail: smcox@wechv.com

In re Octavio Pina
   Bankr. C.D. Calif. Case No. 13-12037
      Chapter 11 Petition filed March 7, 2013

In re Aarokn Klein
   Bankr. C.D. Calif. Case No. 13-15926
      Chapter 11 Petition filed March 7, 2013

In re Force Electric, Inc.
   Bankr. M.D. Fla. Case No. 13-02908
     Chapter 11 Petition filed March 7, 2013
         See http://bankrupt.com/misc/flmb13-02908.pdf
         represented by: Ronald R. Bidwell, Esq.
                         LAW OFFICE OF RONALD R. BIDWELL, P.A.
                         E-mail: rbidwell1@tampabay.rr.com

In re Kari Battaglia
   Bankr. M.D. Fla. Case No. 13-02913
      Chapter 11 Petition filed March 7, 2013

In re On The Mark Heating & Air Conditioning, Inc.
   Bankr. M.D. Fla. Case No. 13-02926
     Chapter 11 Petition filed March 7, 2013
         See http://bankrupt.com/misc/flmb13-02926.pdf
         represented by: Buddy D. Ford, Esq.
                         BUDDY D. FORD, P.A.
                         E-mail: Buddy@tampaesq.com

In re Mark Wells
   Bankr. M.D. Fla. Case No. 13-02927
      Chapter 11 Petition filed March 7, 2013

In re Sangria's Cafe, Inc.
        dba Sangria's Mexican Cafe
        aka Sangria's Mexican Cafe, Inc.
            Sangria's
            Sangria's Mexican Restaurant
            Sangria's Cafe
   Bankr. N.D. Ga. Case No. 13-55077
     Chapter 11 Petition filed March 7, 2013
         See http://bankrupt.com/misc/ganb13-55077.pdf
         represented by: Jerry A. Daniels, Esq.
                         JERRY A. DANIELS, LLC
                         E-mail: jerry@danielstaylor.com

In re Romans Auto Service, Co.
        aka Romans Auto Service, Inc.
   Bankr. N.D. Ill. Case No. 13-08922
     Chapter 11 Petition filed March 7, 2013
         See http://bankrupt.com/misc/ilnb13-08922.pdf
         represented by: Andrew J. Maxwell, Esq.
                         MAXWELL LAW GROUP, LLC
                         E-mail: maxwelllawchicago@yahoo.com

In re Casa Aztlan
   Bankr. N.D. Ill. Case No. 13-09048
      Chapter 11 Petition filed March 7, 2013

In re Steve Murphy
   Bankr. N.D. Ill. Case No. 13-80740
      Chapter 11 Petition filed March 7, 2013

In re R.T.R. Building Company, Inc.
   Bankr. E.D. Mich. Case No. 13-44337
     Chapter 11 Petition filed March 7, 2013
         See http://bankrupt.com/misc/mieb13-44337.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re Deep Well, Inc.
        dba Crash & Sue's
   Bankr. D. Minn. Case No. 13-41092
     Chapter 11 Petition filed March 7, 2013
         See http://bankrupt.com/misc/mnb13-41092.pdf
         represented by: Lynn J.D. Wartchow, Esq.
                         WARTCHOW LAW OFFICE, LLC
                         E-mail: lynn@wartchowlaw.com

In re RLP-Vervain Court, LLC
   Bankr. D. Nev. Case No. 13-11839
     Chapter 11 Petition filed March 7, 2013
         See http://bankrupt.com/misc/nvb13-11839.pdf
         represented by: J. Charles Coons, Esq.
                         COOPER COONS, LTD.
                         E-mail: charles@coopercoons.com

In re A&A Management Co. Inc.
   Bankr. E.D.N.Y. Case No. 13-41282
     Chapter 11 Petition filed March 7, 2013
         See http://bankrupt.com/misc/nyeb13-41282.pdf
         Filed as Pro Se

In re Stephen Dillon
   Bankr. W.D.N.Y. Case No. 13-10573
      Chapter 11 Petition filed March 7, 2013

In re Mark Mallon
   Bankr. N.D. Ohio Case No. 13-11471
      Chapter 11 Petition filed March 7, 2013

In re Javer Enterprises, LLC
        dba Fast Trip Mart
   Bankr. E.D. Tex. Case No. 13-60179
     Chapter 11 Petition filed March 7, 2013
         See http://bankrupt.com/misc/txeb13-60179.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS P.C.
                         E-mail: eric@ealpc.com

In re Japanese Kitchen of El Paso, Inc.
   Bankr. W.D. Tex. Case No. 13-30393
     Chapter 11 Petition filed March 7, 2013
         See http://bankrupt.com/misc/txwb13-30393.pdf
         represented by: E. P. Bud Kirk, Esq.
                         E-mail: budkirk@aol.com

In re Larry OConnor
   Bankr. E.D. Va. Case No. 13-11036
      Chapter 11 Petition filed March 7, 2013

In re Elkins Electrical, Inc.
   Bankr. N.D. Ala. Case No. 13-40447
     Chapter 11 Petition filed March 8, 2013
         See http://bankrupt.com/misc/alnb13-40447p.pdf
         See http://bankrupt.com/misc/alnb13-40447c.pdf
         represented by: Harry P. Long, Esq.
                         Law Office of Harry P. Long
                         E-mail: hlonglegal@aol.com

In re A.Jax Concepts, LLC
   Bankr. D. Ariz. Case No. 13-03371
     Chapter 11 Petition filed March 8, 2013
         See http://bankrupt.com/misc/azb13-03371.pdf
         represented by: Scott D. Gibson, Esq.
                         Thompson Krone Gibson PLC
                         E-mail: sdgecf@lawtkg.com

In re Mansions 4 Less, LLC
   Bankr. D. Ariz. Case No. 13-03331
     Chapter 11 Petition filed March 8, 2013
         See http://bankrupt.com/misc/azb13-03331.pdf
         represented by: Dennis J. Wortman, Esq.
                         Dennis J. Wortman, P.C.
                         E-mail: djwortman@azbar.org

In re Nelly Randin
   Bankr. C.D. Calif. Case No. 13-11566
      Chapter 11 Petition filed March 8, 2013

In re Lawrence Choy
   Bankr. N.D. Calif. Case No. 13-51327
      Chapter 11 Petition filed March 8, 2013

In re A1A Employment Services, LLC
   Bankr. S.D. Fla. Case No. 13-15278
     Chapter 11 Petition filed March 8, 2013
         See http://bankrupt.com/misc/flsb13-15278.pdf
         represented by: Timothy L Grice, Esq.
                         Law Office of Timothy L. Grice, PA
                         E-mail: TGrice@TimothyGriceLaw.com

In re National Ceramics of Florida, Corp.
   Bankr. S.D. Fla. Case No. 13-15326
     Chapter 11 Petition filed March 8, 2013
         See http://bankrupt.com/misc/flsb13-15326.pdf
         represented by: David R. Softness, Esq.
                         David R. Softness, P.A.
                         E-mail: david@softnesslaw.com

In re Q-Based Solutions, Inc.
        dba Q-Based Health Care
   Bankr. W.D. La. Case No. 13-50238
     Chapter 11 Petition filed March 8, 2013
         See http://bankrupt.com/misc/lawb13-50238.pdf
         represented by: William C. Vidrine, Esq.
                         Vidrine & Vidrine
                         E-mail: williamv@vidrinelaw.com

In re World Harvest Deliverance Center Inc.
   Bankr. E.D.N.Y. Case No. 13-41331
     Chapter 11 Petition filed March 8, 2013
         See http://bankrupt.com/misc/nyeb13-41331.pdf
         Filed pro se

In re David Teets
   Bankr. W.D.N.Y. Case No. 13-20370
      Chapter 11 Petition filed March 8, 2013

In re Center for Pain Management, PLLC
   Bankr. S.D. Tex. Case No. 13-70116
     Chapter 11 Petition filed March 8, 2013
         See http://bankrupt.com/misc/txsb13-70116.pdf
         represented by: Marcos Demetrio Oliva, Esq.
                         The Oliva Law Firm
                         E-mail: marcos@oliva-law.com

In re Tajul Chowdhury
   Bankr. S.D. Tex. Case No. 13-70117
      Chapter 11 Petition filed March 8, 2013

In re Colin Cramer
   Bankr. W.D. Wash. Case No. 13-12088
      Chapter 11 Petition filed March 8, 2013

In re Debra Talley
   Bankr. W.D. Wash. Case No. 13-12060
      Chapter 11 Petition filed March 8, 2013

In re Foot & Ankle Podiatry of Texas, P.C.
   Bankr. W.D. Tex. Case No. 13-30404
     Chapter 11 Petition filed March 9, 2013
         See http://bankrupt.com/misc/txwb13-30404p.pdf
         See http://bankrupt.com/misc/txwb13-30404c.pdf
         represented by: Corey W. Haugland, Esq.
                         James & Haughland, P.C.
                         E-mail: chaugland@jghpc.com



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, 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 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***