TCR_Public/110202.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, February 2, 2011, Vol. 15, No. 32

                            Headlines

1155 WESTMORELAND: Case Summary & 7 Largest Unsecured Creditors
1559 GARDENA: Case Summary & 4 Largest Unsecured Creditors
ACE CASH: Moody's Assigns 'B3' Rating to $350 Mil. Senior Notes
ACECASH EXPRESS: S&P Affirms 'B' Counterparty Credit Rating
ADVANSTAR COMMUNICATIONS: Moody's Hikes Corporate Rating to 'Caa1'

AES THAMES: Files for Chapter 11 in Delaware
AES THAMES: Case Summary & 20 Largest Unsecured Creditors
ALEC4 LLC: 3 Entities File for Ch. 11 to Restructure $16.1MM Debt
ALEC4 LLC: Case Summary & 13 Largest Unsecured Creditors
ALPHA NATURAL: Moody's Reviews 'Ba2' Corporate for Downgrade

ALPHA NATURAL: S&P Puts 'BB' Corp. Rating on Watch Negative
AMERISERV FINANCIAL: Fitch Affirms 'B' Short Term IDR
ANCHOR BLUE: Unsec. Creditors, U.S. Trustee Oppose Break-Up Fee
ANCHOR BLUE: Gets Court's Interim Nod to Use Cash Collateral
ANCHOR BLUE: Section 341(a) Meeting Scheduled for Feb. 4

ANCHOR BLUE: U.S. Trustee Appoints 5 Members to Creditors Panel
ANN STREET: Case Summary & 3 Largest Unsecured Creditors
ATTACHMATE CORP: Moody's Retains Rating After Debt Upsizing
AUSSIE HOMES: Voluntary Chapter 11 Case Summary
AVANTOR PERFORMANCE: S&P Assigns 'B+' Corporate Credit Rating

BAKER CORRECTION: Bondholders Forego Principal Payments Until 2013
BALDOR ELECTRIC: S&P Raises Corporate Credit Rating From 'BB-'
BARAI CAPITAL: Raided by FBI Over Insider-Trading Probe
BARNSBORO INN: Case Summary & 20 Largest Unsecured Creditors
BERNARD L MADOFF: Mets Owners Seek to Lock Deal by June

BERNARD L MADOFF: Velvel Loses Latest Appeal Bid Against Trustee
BETHEL HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
BNA SUBSIDIARIES: Disclosure Hearing Scheduled for Feb. 9
BOISE FOOD: Case Summary & 20 Largest Unsecured Creditors
BORDERS GROUP: Said to File for Chapter 11 by Month's End

BORDERS GROUP: UBS AG Discloses 4.59% Equity Stake
B.R. SUMMERLIN: Files Schedules of Assets & Liabilities
BYRNES SCHOOLS: First Citizens Bank to Foreclose on Loan
CASPIAN GAS: Launches Chapter 7 Liquidation Proceedings
CELL THERAPEUTICS: Estimates $25.86MM Net Loss in December

CHICAGO H&S: Dist. Court Affirms Disallowance of Formula Claim
CHRYSLER GROUP: Paying $750 Bonus to UAW And CAW Workers
CLOVERLEAF ENTERPRISES: Hearing on Penn National's Purchase Today
COLONIAL BANCGROUP: FDIC Says Bankruptcy-Exit Plan "Premature"
COLUMBIAN CHEMICALS: S&P Puts 'BB-' Rating on CreditWatch Negative

CORINTHIAN SUB-ACUTE: Case Summary & Creditors List
CUBA TROPICAL: Files for Chapter 7 Bankruptcy Protection
DANIEL BOONE: School Board Wants Budget Cuts to Avoid Bankruptcy
DBSD N.A.: Dish Network to Buy Business for $1 Billion
DELPHI CORP: Battenberg Hopes for Return to Auto Industry

DELPHI CORP: DPH Files Operating Report for 4th Quarter
DELPHI CORP: Ohio Bureau Wants to File Late $24.7 Mil. Claim
DUCK HOUSE: Case Summary & 13 Largest Unsecured Creditors
EBRO FOODS: Meeting of Creditors Set for February 22
ENERGY PARTNERS: Moody's Assigns 'B3' Corporate Family Rating

EVERGREEN SOLAR: Shareholders Meeting to Resume February 9
FAMILY FRESH: Case Summary & 21 Largest Unsecured Creditors
FANNIE MAE: Fannie & Freddie Recouped $20.9 Billion from Banks
FIDELITY PROPERTIES: Secured Creditor Asks for Case Dismissal
FIDELITY PROPERTIES: Plan Offers to Repay Claims in 5 Years

FOLK ART MUSEUM: Missed Muni Bond Payment in January
FREDDIE MAC: Fannie & Freddie Recouped $20.9 Billion from Banks
GLOBAL GENERAL: Files Chapter 15 Petition in New York
GLOBAL GENERAL: Chapter 15 Case Summary
GREAT ATLANTIC & PACIFIC: Pine Plaza Wants to Pursue Claims

GREAT ATLANTIC & PACIFIC: Proposes Lease Rejection Protocol
GREAT ATLANTIC & PACIFIC: Proposes to Reject Grocery Haulers Deal
GREENBRIER COS: Thomson Horstmann No Longer Owns Any Securities
GREENWOOD ESTATES: Plan Solicitation Period Extended to March 31
HARRISBURG, PA: SEC Probes Over Muni Bond Disclosures

HOVNANIAN ENTERPRISES: Moody's Gives Caa2 to Proposed $150MM Notes
I-10 BARKER: Court Resets Hearing on Plan to February 10
INTERNATIONAL LEASE: Fitch Rates $1-Bil. Senior Notes at 'BB'
J CREW: S&P Downgrades Corporate Credit Rating to 'B'
KALISPEL TRIBAL: Moody's Assigns 'B2' Corporate Family Rating

KOHLBERG CAPITAL: Repays BMO Loan Before Forbearance Expiry
LENNY DYKSTRA: Former Mansion Sold for Undisclosed Amount
LONGYEAR PROPERTIES: Wants Plan Filing Exclusivity Until April
MAINLAND INN: Owner Files for Chapter 7; Sale Delayed
MEDIMPACT HOLDING: Moody's Keeps Ratings After Merger Report

MEXICO FARMS: Case Summary & 18 Largest Unsecured Creditors
MINNESOTA: Gov. Dayton Against State Bankruptcy
MINOR FAMILY: Court Extends Plan Exclusivity Until May 2
MINOR FAMILY: Committee Wins Nod to Tap Kutak Rock as Counsel
MK CUSTOM: Wants Case Dismissal as Property Sold

MSR RESORT: Grand Wailea, 4 Others Sent to Chapter 11
MSR RESORT: Case Summary & 30 Largest Unsecured Creditors
MSR RESORT: CNL Financial Not Affiliated with Debtors
NACIREMA INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
NASDAQ5 LLC: 3 Entities File for Ch. 11 to Restructure Debt

NASDAQ5 LLC: Case Summary & 10 Largest Unsecured Creditors
NATHAN REUTER: Judge Denies Reuter's Chapter 11 Plan
NCO GROUP: Moody's Cuts Corporate to 'Caa1' on Revenue Declines
NICK3 LLC: 3 Entities File for Ch. 11 to Restructure $16MM Debt
NICK3 LLC: Case Summary & 18 Largest Unsecured Creditors

NNN 2400: Case Summary & 19 Largest Unsecured Creditors
NNN MET: Case Summary & 20 Largest Unsecured Creditors
OMNIBUS INVESTMENT: Case Summary & Unsecured Creditor
PEARLAND SUNRISE: Plan Outline Hearing Moved to February 28
PHILADELPHIA RITTENHOUSE: Pension Fund Sues iStar to Keep Control

PORTOLA GREEN: Case Summary & Unsecured Creditor
PRIUM LAKEWOOD: Hearing on Disclosure Statement Tomorrow
RAFAELA APPAREL: Terminates Registration of 11.25% Sr. Notes
RANU REALTY: Case Summary & 2 Largest Unsecured Creditors
RED HAT: Meeting of Creditors Set for February 16

REGAL PLAZA: Disclosure Statement Hearing Set for February 8
RESERVE DEV'T: Kingston to Keep Firm in Exchange for $750,000
ROCK'S AUTO: Case Summary & 7 Largest Unsecured Creditors
ROCKWOOD SPECIALTIES: Fitch Upgrades Issuer Default Rating to 'BB'
RPS PROPERTIES: Voluntary Chapter 11 Case Summary

RUBIN SCHRON: In Restructuring Talks to Address Default
RYLAND GROUP: Has Q4 $19.13MM Loss, Undergoes Corp. Reorganization
SBARRO INC: BofA-Led Lenders Extend Forbearance Until March 2
SBARRO INC: Skips $7.78MM Senior Notes Interest Payment Due Feb. 1
SHEPHERD OF THE VALLEY: Facing Bankruptcy or Closure

SILVERLAKE REAL ESTATE: Voluntary Chapter 11 Case Summary
SOUTHBELT PROPERTIES: Court Imposes Sanctions Against Owner
SUMMIT BUSINESS: Organizational Meeting to Form Panel on Feb. 7
SUMMIT HOTEL: To Report $6MM to $7MM Impairment Charge in Q4
SUNRISE REAL ESTATE: Good Speed and Better Time Invest $1-Mil.

SUNWEST MANAGEMENT: Judge Enters Order Closing Stayton Case
SW BOSTON: Court Rejects Prudential's Bid to Lift Stay
ST. VINCENTS: Plan Filing Exclusivity Extended Until April 11
TBS INTERNATIONAL: Converts 1.54MM Class B Shares to Class A
TEAM NATION: Grants 250MM Restricted Shares to 4 Officers

TENET HEALTHCARE: Franklin Mutual Has 10.4% Equity Stake
T.H. PROPERTIES: Allows Bank to Take Over Wynstone Property
TRADE UNION: Case Summary & 20 Largest Unsecured Creditors
TV, LLC: Case Summary & 7 Largest Unsecured Creditors
TRANSUNION CORP: Moody's Assigns 'Ba3' Rating to $950 Mil. Loan

TREVOR DAVIS: 1055 Park Ave. Unit Sold at Distressed Price
TRIBUNE CO: Caption Colorado Files Administrative Claim
TRIBUNE CO: Sprint Nextel Wants Schedules Amended to Add Contracts
TRIBUNE CO: WTC Insists on PHONES Claims Estimation
TRONOX INC: Unit Files Adversary Complaint Against RTI Hamilton

TROPICANA ENT: Adamar of NJ Wants Bar Date Order Enforced
TROPICANA ENT: Court Denies Dismissal of Suit vs. W. Yung
TROPICANA ENT: LandCo Debtors Submit Post-Conf. Reports for Q4
TRUTH FOR LIVING: Case Summary & 6 Largest Unsecured Creditors
TUSCANY ENERGY: Case Summary & 20 Largest Unsecured Creditors

TWCC HOLDING: S&P Assigns 'BB-' to $1.72-Bil. Credit Facilities
UCI INTERNATIONAL: Files Form 15 for Floating Rate Notes
UNIGENE LABORATORIES: Victory Park Owns 9.15MM Common Shares
UNIGENE LABORATORIES: Jacob Capital Discloses 43.3% Equity Stake
UNITED CONTINENTAL: Reports $325 Mil. Net Loss in Fourth Quarter

UNITED CONTINENTAL: Gives Q1 & Full Year 2011 Projections
UNITED CONTINENTAL: W. Isaacson Acquired 371.59 Shares in December
UNITED ENERGY: CEO & Hilltop Extend Notes' Maturity Until Dec.
UNIVERSAL BUILDING: U.S. Trustee Forms Creditors Committee
U.S. AEROSPACE: Terminates Common Stock Registration

US AIRWAYS: Board OKs 2011 Annual/Long-Term Incentive Programs
US AIRWAYS: Inks $340 Mil. Note Purchase Pact With Wilmington
US AIRWAYS: Reports $28 Million Net Profit for Fourth Quarter
US AIRWAYS: Updates Operational Outlook for 2011
USG CORP: Posts $121MM Net Loss in Q4, $405MM Net Loss in 2010

VAL'S FOOD: Files for Chapter 7 Liquidation
VEGAS TOMATOES: Files for Chapter 7 Bankruptcy
VERDE SPRINGS: Case Summary & 15 Largest Unsecured Creditors
VITESSE SEMICONDUCTOR: Linden Capital Holds 5.80% Equity Stake
WASHINGTON MUTUAL: Accord Can Be Nixed as Approval Deadline Passes

WASTE2ENERGY HOLDINGS: Fails to Pay $276,000 on Debentures
WELLPOINT SYSTEMS: Quorom Oil Wins Order for Receiver
WES CONSULTING: Completes Acquisition of Web Merchants
WESTMORELAND COAL: Plans to Issue $150MM Notes to Pay Dividends
WM BOLTHOUSE: S&P Gives Neg. Outlook; Holds 'B' Corp. Rating

WN TRUCK STOP: Stay Lifted; Creditor Forecloses Location
YMCA OF MCHENRY: Operations Continue; Has Plan to Sell
ZALE CORP: Breeden Entities Have 25.67% Equity Stake

* Indiana House OKs Bill to Fix Unemployment Insurance Fund

* Alvarez & Marsal Adds K. B. Stapleton as N.Y. Managing Director
* Chadbourne & Parke Elevates C. Rivera as Counsel in NY Office

* Upcoming Meetings, Conferences and Seminars

                            *********

1155 WESTMORELAND: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 1155 Westmoreland, LLC
        1012 N Edgemont St.
        Los Angeles, CA 90029-0000

Bankruptcy Case No.: 11-13862

Chapter 11 Petition Date: January 28, 2011

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Timothy K. Quick, Esq.
                  LAW OFFICE OF TIMOTHY K. QUICK
                  3502 Katella Ave Suite 207
                  Los Alamitos, CA 90720
                  Tel: (562) 799-6020
                  Fax: (562) 799-1367
                  E-mail: tkquick@gmail.com

Scheduled Assets: $1,878,000

Scheduled Debts: $3,284,500

A list of the Company's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-13862.pdf

The petition was signed by Corrine Dela Cruz, president.


1559 GARDENA: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 1559 Gardena, LLC
        120 El Camino Drive, Suite 208
        Beverly Hills, CA 90212

Bankruptcy Case No.: 11-13695

Chapter 11 Petition Date: January 28, 2011

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

Judge: Richard M. Neiter

Debtor's Counsel: Blake Lindemann, Esq.
                  BLAKE LINDEMANN ATTORNEY AT LAW
                  433 N. Camden Drive, 4th Floor
                  Beverly Hills, CA 90210
                  Tel: (310) 279-5269
                  Fax: (310) 279-5370
                  E-mail: blindemann@llgbankruptcy.com

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-13695.pdf

The petition was signed by Isaac Michael Bergman, managing member.


ACE CASH: Moody's Assigns 'B3' Rating to $350 Mil. Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the $350 million
senior secured notes issuance of Ace Cash Express, Inc.  Ace's
corporate family rating of B3 remains unchanged.  The rating
outlook is stable.

Proceeds of the new issue will be used to refinance Ace's senior
Unsecured Notes And Senior Secured Term Loan.

                        Ratings Rationale

In Moody's view, asset coverage is not sufficient to support an
upward ratings lift to the senior secured notes relative to
Moody's assessment of the CFR of the company.  Given the small
proportion of tangible assets in the company's asset structure,
asset coverage for the senior secured notes in a distressed
scenario is expected to be modest.

The last rating action for ACE occurred on October 1, 2010, when
Moody's changed the rating outlook to stable from negative.

Based in Irving, Texas, ACE Cash Express offers check cashing,
payday lending, pre-paid debit card and bill payment services
along with various other financial products.


ACECASH EXPRESS: S&P Affirms 'B' Counterparty Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
long-term counterparty credit rating on ACECash Express Inc.  At
the same time, S&P maintained its 'B' senior secured debt rating
and changed its recovery rating to '4' from '3'.  The outlook is
stable.

"We believe the extension of ACE's debt-maturity profile offsets
the slight weakening of its credit metrics following the
refinancing," said Standard & Poor's credit analyst Kevin Cole,
CFA.  As part of the transactions, ACE will extend the maturity of
its asset-based revolving credit facility to 2015 from 2013, and
issue senior secured debt due in 2019 to replace its bank loan and
senior notes that are due in 2013 and 2014, respectively.  S&P
will continue to monitor closely ACE's cash-flow generation--which
has stabilized in recent quarters--to ensure that its credit
metrics remain consistent with its current rating level.

The stable outlook reflects ACE's leading market position in check
cashing and short-term consumer lending, and cash flow coverage
metrics that are adequate for the rating.  S&P could lower the
rating if legislative/regulatory changes or the still-tentative
economic recovery further weakens profitability.  S&P could revise
the outlook to positive if improving economic conditions or
ancillary product growth lead to materially higher cash-flow
generation.


ADVANSTAR COMMUNICATIONS: Moody's Hikes Corporate Rating to 'Caa1'
------------------------------------------------------------------
Moody's Investors Service upgraded to Caa1 from Caa2 the Corporate
Family Rating of Advanstar Communications, Inc.  Concurrently, the
rating on the first lien term loan was raised to Caa1 from Caa2
and the ratings outlook was changed to stable from positive.

                        Ratings Rationale

The upgrade in the CFR to Caa1 reflects a material improvement in
Advanstar's operating results and liquidity profile.  Consolidated
revenue appears to have stabilized in 2010 after declining 27% in
2009.  The company's high margin fashion shows -- including its
flagship MAGIC Marketplace -- continue their market leadership and
represent some of Advanstar's most profitable properties.  A
rebound in exhibitor space and attendance at these shows has
offset revenue declines in other segments of the business.
Meanwhile, cost saving programs have enhanced margins, resulting
in significantly higher EBITDA than previously anticipated.  The
upcoming expiration of remaining unfavorable interest rate swaps
is expected to further benefit Advanstar's cash flow generation
and interest coverage ratios in 2011 and 2012.

Nonetheless, despite earnings growth, Advanstar remains highly
levered and Moody's does not expect financial leverage (debt to
EBITDA) to fall below 9 times in the medium term.  Advanstar's
print publications, which are focused largely on life sciences,
are experiencing a secular decline in demand in the face of
electronic substitution.  Moody's expects publishing revenues to
continue to decline at a double digit rate for the foreseeable
future.  However, the stable outlook anticipates that
deterioration in print publication revenues will be mostly offset
by modest revenue growth in e-media and trade shows.

While unlikely in the near-term, the ratings could be upgraded if
Advanstar materially repays debt so that financial leverage can be
sustained below 8 times throughout economic cycles.  If cash flow
is not used to meaningfully reduce debt over the next two years,
the ratings could be downgraded to reflect the refinancing risk
associated with the 2014 debt maturities.  A deterioration in
liquidity or earnings could also pressure the ratings.

Moody's upgraded these ratings (and changed the LGD point
estimate, as noted):

* Corporate Family Rating, to Caa1 from Caa2

* Probability of Default Rating, to Caa1 from Caa2

* $498 (formerly $505) million senior secured first lien term
  loan, to Caa1 from Caa2 (LGD3, to 47% from 49%)

Headquartered in Santa Monica, California, Advanstar
Communications, Inc. produces trade shows, publications and other
marketing solutions for the fashion, power sports and life
sciences industries.  The company generated revenues of
approximately $225 million in the twelve months ended
September 30, 2010.


AES THAMES: Files for Chapter 11 in Delaware
--------------------------------------------
AES Thames LLC filed for Chapter 11 bankruptcy (Bankr. D. Del.
Case No. 11-10334) on February 1.

AES Thames owns and operates a coal-fired power plant located in
Montville, Connecticut.  The facility generates and sells
electricity to Connecticut Light and Power Company.  It also
supplies processed steam to a recycled paperboard mill owned by
Smurfit-Stone Container Corp.

The Debtor estimated assets and debt of $100 million to
$500 million as of the Petition Date.  According to court filings,
based on the balance sheet as of Dec. 1, 2010, total assets were
$162 million, and the Debtor has $52 million in short term
liabilities and $122.6 million in long term debt.

AES Thames is a unit of AES Corp., the Arlington, Virginia-based
power producer with operations in 29 countries.

The increased cost of energy production and the "uneconomic and
onerous provisions" of a steam sale agreement with Smurfit-Stone's
predecessor led Uncasville, Connecticut-based AES Thames to seek
bankruptcy protection, President Brian Chatlosh said in the
declaration in support of first day motions filed by the Debtor.

Mr. Chatlosh said costs to produce power at AES Thames rose 45% to
$53.81 a megawatt-hour in 2009 because of coal prices, coal
transportation expenses and carbon dioxide allowances required by
Connecticut and other northeastern states.

The Debtor said that parent AES has advised that it does not
intend to contribute further equity to offset existing and
anticipated costs.

On Jan. 24, 2011, the Company provided a notice to Smurfit and
CL&P that it planned to temporarily shutdown the plant as of
Jan. 26.  The facility is currently in a "wet lay up" condition,
capable of restarting upon one week's notice.

Closure of AES Thames' plant won't affect power supplies or
increase the potential for blackouts, David Radanovich, a
spokesman for Connecticut Light & Power, a unit of Northeast
Utilities, said in a telephone interview with Bloomberg News.  The
utility "will pursue appropriate actions to protect the value
that's owed to our customers under the contract," he said.

The first day motions include a request to use cash collateral and
a request to pay prepetition wages of employees.


AES THAMES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: AES Thames, L.L.C.
        141 Depot Road
        Uncasville, CT 06382

Bankruptcy Case No.: 11-10334

Chapter 11 Petition Date: February 1, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin J. Carey

About the Debtor: AES Thames owns and operates a coal-fired power
                  plant located in Montville, Connecticut.  The
                  facility generates and sells electricity to
                  Connecticut Light and Power Company.  It also
                  supplies processed steam to a recycled
                  paperboard mill owned by Smurfit-Stone Container
                  Corp.

Debtor's Counsel: Adam G. Landis, Esq.
                  Kerri K. Mumford, Esq.
                  Landon Ellis, Esq.
                  LANDIS RATH & COBB LLP
                  919 Market Street, Suite 1800
                  Wilmington, DE 19801
                  Tel: (302) 467-4400
                  Fax: (302) 467-4450
                  E-mail: landis@lrclaw.com
                          mumford@lrclaw.com
                          ellis@lrclaw.com

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

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

The petition was signed by Brian Chatlosh, president.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
ICG, LLC                           Contract             $1,205,118
300 Corporate Centre Drive
Scott Depot, WV 25560

Headwaters Resources, Inc.         Contract             $1,021,536
10653 South River Front Parkway, Suite 300
South Jordan, UT 84095

Moran Towing Corporation           Contract               $787,790
50 Locust Avenue
New Canaan, CT 06840

Alpha Coal Sales Co, LLC           Contract               $502,935
One Alpha Place
P.O. Box 2345
Abingdon, VA 24210

East River Energy                  Trade                  $234,165

Atlas Copco Compressors, LLC       Trade                  $216,512

CSX Transportation                 Contract               $138,922

Commercial Diving Services LLC     Trade                   $32,495

Schulz Electric Co.                Trade                   $31,184

Harsco Infrastructure Americas     Trade                   $20,239

Smoot Co.                          Trade                   $19,915

Walco Electric Co.                 Trade                   $19,696

Altran Shared Services             Trade                   $17,743

Senior Flextrinics Pathway         Trade                   $17,337

ChemTreat, Inc.                    Trade                   $13,468

Hubbell Industrial Controls        Trade                   $11,165

Midwesco Filter Resources, Inc.    Trade                    $9,270

P&H Construction LLC               Trade                    $8,480

Clyde Bergemann EEC                Trade                    $6,827

Anchor Insulation Co, Inc.         Trade                    $6,712


ALEC4 LLC: 3 Entities File for Ch. 11 to Restructure $16.1MM Debt
-----------------------------------------------------------------
Steven Green at the Las Vegas Sun reports that ALEC4 LLC, NASDAQ5
LLC, and NICK3 LLC filed for Chapter 11 bankruptcy reorganization
to restructure $16.1 million in debt related to commercial real
estate developments.

According to the report, ALEC4 has a development at 4949 Spring
Mountain Road, near Decatur Boulevard, in Las Vegas, as well as
investment properties on Industrial Road in Las Vegas and in
Arizona and Utah.  The Spring Mountain Road property is encumbered
by debt owed to East West Bank, Santa Ana, California, totaling
about $1.49 million; as well as a $470,000 mortgage held by Nevada
State Bank.  Nevada State Bank is owed another $1 million for a
mortgage against 11870/11842 Industrial Road, Lot 3.

According to the report, NASDAQ5's creditors include East West
Bank and Illinois Mutual Life Insurance Co. in Peoria, Illinois,
owed more than $2.5 million against property at 4480 and 4631
Spring Mountain Road, east of Decatur Boulevard; and at 6170 W.
Desert Inn Road, near Jones Boulevard.  Far East National Bank of
Los Angeles is owed another $517,000 for a property at 4333 N. Las
Vegas Blvd., near Craig Road, that was foreclosed on Jan. 19,
2011.

The Las Vegas Sun reports that NICK3 has interests in the
properties at 4631 Spring Mountain Road and 6170 W. Desert Inn
Road as well as properties in California, New Mexico and Texas.
NICK3's creditors include First International Bank, which is
chartered in Texas; owed $1.2 million against the Desert Inn Road
property; East West Bank and Nevada State Bank.

Based in Las Vegas, ALEC4 LLC, NASDAQ5 LLC and NICK3 LLC are
managed by Dr. C. Leon Chen, an entrepreneur and dentist at 6170
W. Desert Inn Road who heads the Dental Implant Institute there.


ALEC4 LLC: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: ALEC4, LLC
        6170 W. Desert Inn Rd.
        Las Vegas, NV 89146

Bankruptcy Case No.: 11-11253

Chapter 11 Petition Date: January 28, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Zachariah Larson, Esq.
                  LARSON & STEPHENS
                  810 S. Casino Center Blvd., Suite 104
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  E-mail: ecf@lslawnv.com

Scheduled Assets: $2,513,253

Scheduled Debts: $5,282,090

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb11-11253.pdf

The petition was signed by Chun Leon Chen, managing member.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
NASDAQ5, LLC                           11-11252   01/28/11
NICK3, LLC                             11-11249   01/28/11


ALPHA NATURAL: Moody's Reviews 'Ba2' Corporate for Downgrade
------------------------------------------------------------
Moody's Investors Service placed all ratings of Alpha Natural
Resources, Inc., on review for possible downgrade, including the
company's Ba2 Corporate Family Rating, Ba2 Probability of Default
Rating and individual instrument ratings.  The rating action was
prompted by Alpha's announcement that it has agreed to acquire
Massey Energy Company.

These ratings were placed on review:

Issuer: Alpha Natural Resources, Inc.

  -- Corporate Family Rating at Ba2
  -- Probability of Default Rating at Ba2
  -- Senior Unsecured Regular Bond/Debenture at Ba3

Outlook Actions:

Issuer: Alpha Natural Resources, Inc.

  -- Outlook, Rating Under Review from Stable

                        Ratings Rationale

Moody's review will focus on Alpha's ability to absorb Massey; the
operating risk associated with the acquired assets; the
integration risk of Massey's properties; the size and pace of the
marketing and cost synergies that can be realized; the increased
exposure to regulatory scrutiny and permitting requirements within
Central Appalachia; future capital expenditure and production
targets; the terms of the acquisition financing; and post-closing
credit metrics and liquidity position.

Alpha will acquire all outstanding shares of Massey common stock,
subject to customary closing conditions including stockholder
approval of both companies.  Under the terms of the agreement,
Massey stockholders will receive, at the closing, 1.025 shares of
Alpha common stock and $10.00 in cash for each share of Massey
common stock.  Based on the closing share price of Alpha common
stock as of January 28, 2011, the agreement placed a value of
$69.33 per share of Massey common stock (implying an $8.5 billion
enterprise value for Massey) and represents a 21% premium to
Massey's current share price.  Upon completion of the transaction,
Alpha and Massey stockholders will own approximately 54% and 46%
of the combined company, respectively.

Alpha has obtained $3.3 billion in committed financing from Morgan
Stanley and Citi which, in addition to existing cash balances,
will be sufficient to finance cash consideration to Massey
stockholders and to refinance certain existing Alpha and Massey
debt.  The acquisition is expected to close in mid-2011 and is
subject to regulatory clearances and other customary closing
conditions.  Assuming the transaction closes as anticipated,
existing rated debt at Massey (which includes the 6.875% unsecured
notes due 2013 and the 2.25% convertible notes due 2024) will
likely be repaid and all of Moody's ratings for Massey will be
withdrawn.

Moody's last rating action on Alpha was on July 31, 2009, when
Moody's confirmed Alpha's ratings.  The principal methodology used
in this rating was the Global Mining Industry published in May
2009.

In connection with the transaction funding, Alpha intends to
retire the rated senior notes at Massey.  Assuming the transaction
closes as anticipated, Massey's existing rated debt will likely be
repaid and all of Moody's ratings withdrawn.

Moody's last rating action was on December 1, 2005, when its
Corporate Family Rating was downgraded to B1.

Headquartered in Abingdon, Virginia, Alpha is a coal company that
has the capacity to produce between 90-95 million tons of coal
annually, including roughly 10-12 million tons of metallurgical
coal.  The company produces in three principal U.S. coal basins -
the Powder River Basin (59%), Central Appalachia (23%), and
Northern Appalachia (18%).

Headquartered in Richmond, Virginia, Massey is a producer of
approximately 38 million tons per annum of thermal and
metallurgical coal in Central Appalachia.


ALPHA NATURAL: S&P Puts 'BB' Corp. Rating on Watch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'BB' corporate credit rating, on Abingdon,
Va.-based coal producer Alpha Natural Resources Inc. on
CreditWatch with negative implications.  The CreditWatch negative
listing means the rating could be affirmed or lowered following
the conclusion of S&P's analysis.

The ratings on Massey Energy Co., including its 'BB-' corporate
credit rating, remain on CreditWatch with developing implications
where they were placed on Oct. 19, 2010.

The CreditWatch listing follows Alpha's announcement that it will
acquire the assets of Massey Energy Co. (BB-/Watch Dev/--) for
approximately $7.1 billion in equity, debt, and cash.  The deal is
expected to close by the middle of 2011, subject to regulatory and
shareholder approval.

Under the terms of the transaction, Massey stockholders will
receive 1.025 shares of Alpha common stock and $10.00 in cash for
each share of Massey common stock.  Based on the closing share
price of Alpha common stock as of Jan. 28, 2011, the agreement
placed a value of $69.33 per share of Massey common stock.  This
represents a 21% premium to Massey's current share price.  Upon
completion of the transaction, Alpha and Massey stockholders will
own approximately 54% and 46% of the combined company,
respectively.

Following the closing of the acquisition, the combined company
will include more than 110 mines and combined coal reserves of
approximately 5 billion tons, including one of the world's largest
metallurgical coal reserve bases.  As a result, the combined
company should be well positioned to capitalize on the current
strong global demand for coal, including metallurgical coal used
in the steel making process.  Further, in S&P's view the
combination provides some geographical and asset diversification,
including operations and reserves in Central and Northern
Appalachia, the Illinois Basin, and the Powder River Basin in
Wyoming.  However, its exposure to the difficult mining region of
Central Appalachia, which will likely account for approximately
50% of combined production, remains significant.

"Although this transaction will provide additional coal reserves,
consistent with the company's growth strategy, S&P is concerned
that integrating an acquisition of this size could prove
challenging -- particularly in light of the increased risks
associated with Massey's higher concentration of operations in
Central Appalachia and the high regulatory scrutiny facing its
operations," said Standard & Poor's credit analyst Maurice Austin.

In addition, the incurrence of sizable amounts of incremental
debt, including the assumption of existing Massey debt, to finance
the acquisition could pressure Alpha's credit profile.  Currently,
the company has approximately $1.7 billion of adjusted debt,
including about $749 million of book debt.  As of Dec. 31, 2010,
adjusted debt to EBITDA was about 1.9x, but at times it has been
higher, depending on coal prices, operating disruptions, and the
pursuit of acquisition opportunities.  Given the capital intensive
nature of operations, high operating leverage, and price
volatility inherent in coal mining, significant additional debt
could be inconsistent with the current 'BB' rating.

S&P could affirm the rating if S&P believes the transaction is
funded in such a way that results in credit measures consistent
with the current rating.  S&P could lower the rating if its
assessment leads us to conclude that higher debt levels and high
spending needs are likely to result in a credit profile more
consistent with a lower rating.


AMERISERV FINANCIAL: Fitch Affirms 'B' Short Term IDR
-----------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating and
short-term IDR for AmeriServ Financial Inc. and its subsidiaries
at 'BB' and 'B', respectively.  The Rating Outlook has been
revised to Stable from Negative.

Fitch's affirmation reflects ASRV's sound capital levels,
controlled credit costs, ample reserve coverage, and strong
liquidity levels.  Providing additional ratings support is the
company's earnings generation which has been driven by solid
growth in non-interest income coupled with substantially lower
provision costs, helping ASRV return to profitability over the
past three consecutive quarters.  While credit costs are expected
to persist in the near term as the company addresses challenges in
its commercial real estate portfolio, Fitch anticipates ASRV's
profitability metrics will continue improving modestly over the
near term with stabilization thereafter.  Ratings remain
constrained, however, due to the lack of granularity in the
company's loan portfolio, heavy CRE concentration (55% of total
loans), and ASRV's limited franchise.

Primarily a CRE lender, the company's higher risk loan portfolio
has not translated into significantly higher credit costs.  ASRV's
markets did not participate in the rapid growth in real estate
values or their subsequent decline, consequently non-performing
assets have remained at manageable levels, totaling 2.12% at year
end 2010, as net charge-offs have also remained controlled and
materially lower than similarly rated peers, equaling 0.74% for
2010.  In addition, based on Fitch's existing CRE stress tests (as
articulated in its Special Report 'U.S. Bank CRE Exposure Review'
dated Nov. 16, 2009), Fitch believes ASRV's capital and reserve
levels provide ample coverage for any potential CRE asset quality
deterioration and are consistent with the respective ratings.

ASRV's capital levels also provide a sufficient cushion for
additional asset quality deterioration, with tangible common
equity totaling 7.94% at YE 2010.  Regulatory capital levels are
further strengthened by the $21 million in U.S. Treasury's Capital
Purchase Program still outstanding.  Given ASRV's significant CRE
exposure and lack of granularity in its loan portfolio, Fitch
views the company's capital levels as a key factor to its risk
profile.  Furthermore, ASRV's deposit growth over the past year,
including the attraction of additional non-interest-bearing
deposits, has resulted in an improved liquidity profile as
evidenced by a loan-to-deposit ratio of roughly 80% (down from
nearly 90% at YE 2009).

The Outlook revision to Stable reflects Fitch's view of ASRV's
improved overall financial performance.  Moreover, Fitch
recognizes the improvements new management has contributed to the
company's general risk profile.  In Fitch's opinion, while
measured credit stress is expected to persist in the CRE book,
should credit costs become more pronounced than anticipated,
creating pressure on ASRV's solid capital levels and impeding the
company's financial performance, negative rating implications
could ensue.  However, as the institution's overall risk profile
has improved, Fitch expects operating performance to remain sound.

Headquartered in Johnstown, PA, with $950 million in assets, ASRV
provides financial services, along with retail, small business and
commercial banking through its wholly owned subsidiary, AmeriServ
Financial Bank.  One of 13 banks in the United States that
operates with unionized employees, roughly 60% of ASRVB's total
workforce is unionized.

Fitch has affirmed these ratings, with a Stable Outlook:

AmeriServ Financial Inc.

  -- Long-term IDR rating at 'BB';
  -- Short-Term IDR at 'B';
  -- Individual at 'C/D';
  -- Preferred stock at 'B+';
  -- Support Rating at '5';
  -- Support Floor at 'NF'

AmeriServ Financial Bank

  -- LT IDR at 'BB';
  -- LT Deposits at 'BB+'';
  -- ST IDR at 'B';
  -- ST Deposits at 'B'
  -- Individual at 'C/D';
  -- Support at '5;
  -- Support Floor at 'NF'.

AmeriServ Capital Trust I

  -- Preferred stock at 'B+'.


ANCHOR BLUE: Unsec. Creditors, U.S. Trustee Oppose Break-Up Fee
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that unsecured creditors and a
federal bankruptcy watchdog are protesting Anchor Blue Retail
Group's bid to dole out a breakup fee born from the Company's
"unorthodox" approach to going-out-of-business sales.

According to DBR, the company is looking to give $165,490 to a
group of liquidators that fell short in its bid to hold going-out-
of-business sales at Anchor Blue's outlets.  While the stalking-
horse bidder -- composed of SB Capital Group LLC, Great American
Group LLC, Hudson Capital Partners LLC and Tiger Capital Group LLC
-- kicked off a pre-bankruptcy auction for the right to host the
liquidation sales, Gordon Brothers Retail Partners LLC and Hilco
Merchant Resources LLC ultimately prevailed in inking a
liquidation deal with Anchor Blue, the report relates.

The bankruptcy judge on Jan. 13 allowed the Company to assume that
agency agreement and continue its store-closing sales, launched
before the Company filed its Chapter 11 petition, DBR relates.

                          About Anchor Blue

Anchor Blue is a specialty retailer of casual apparel and
accessories for the teenage market.  Founded in 1972, the Company
has 117 stores located in nine western and southwestern states:
Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and
Washington.  The Company employed 1,446 full and part-time
employees in their stores and their corporate headquarters in
Corona, California.  Anchor Blue is an indirect affiliate of Sun
Capital Partners, a Florida-based investment firm.

Anchor Blue Holding Corp., together with Anchor Blue Inc., filed
for Chapter 11 bankruptcy protection on January 11, 2011 (Bankr.
D. Del. Lead Case No. 11-10110).  Kenneth J. Enos, Esq., and
Michael R. Nestor, Esq., at Young, Conaway, Stargatt & Taylor,
serve as the Debtors' bankruptcy counsel.  Epiq Bankruptcy
Solutions is the claims agent.

As of January 1, 2011, the Debtors' books and records reflected
total combined assets of roughly $24.7 million (book value) and
total combined liabilities of roughly $38.5 million.


ANCHOR BLUE: Gets Court's Interim Nod to Use Cash Collateral
------------------------------------------------------------
Anchor Blue Holding Corp., et al., obtained interim authorization
from the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware to use cash collateral until 11:59 p.m.
(Eastern Standard time) on February 4, 2011.

Kenneth J. Enos, Esq., Young Conaway Stargatt & Taylor, LLP,
explained that the Debtors need to access cash -- constituting as
collateral for prepetition debt -- to fund their Chapter 11 case,
pay suppliers and other parties.  The Debtors will use the cash
collateral pursuant to a budget, a copy of which is available for
free at:

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

As of the Petition Date, Anchor Blue, Inc., as the borrower, and
Anchor Blue Holding Corp., as the guarantor, owes not less than
$3.498 million in principal for revolving loans provided by
lenders, led by PNC Bank, National Association, as agent.  The
Debtors also owe at least $16.5 million for term loans provided by
lenders lend by Ableco Finance LLC, as administrative agent and
collateral agent.  Moreover, the Debtors owe Sun Anchor
Blue Finance, LLC, not less than $3.25 million in principal under
a secured promissory note.

In exchange for the use of cash collateral, the Debtors are
granting secured parties, among other things, senior replacement
liens.  The term loan parties and the subordinated parties are
also granted allowed superpriority administrative claims with
priority over all claims.

The Court has set a final hearing for February 4, 2011, at
9:30 a.m. on the Debtors' request to use cash collateral.

                          About Anchor Blue

Anchor Blue is a specialty retailer of casual apparel and
accessories for the teenage market.  Founded in 1972, the Company
has 117 stores located in nine western and southwestern states:
Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and
Washington. The Company employed 1,446 full and part-time
employees in their stores and their corporate headquarters in
Corona, California.  Anchor Blue is an indirect affiliate of Sun
Capital Partners, a Florida-based investment firm.

Anchor Blue Holding Corp., together with Anchor Blue Inc., filed
for Chapter 11 bankruptcy protection on January 11, 2011 (Bankr.
D. Del. Lead Case No. 11-10110).  Kenneth J. Enos, Esq., and
Michael R. Nestor, Esq., at Young, Conaway, Stargatt & Taylor,
serve as the Debtors' bankruptcy counsel.  Epiq Bankruptcy
Solutions is the claims agent.

As of January 1, 2011, the Debtors' books and records reflected
total combined assets of roughly $24.7 million (book value) and
total combined liabilities of roughly $38.5 million.


ANCHOR BLUE: Section 341(a) Meeting Scheduled for Feb. 4
--------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Anchor
Blue Holding Corp. and Anchor Blue, Inc.'s creditors on
February 4, 2011, at 12:00 p.m.  The meeting will be held at J.
Caleb Boggs Federal Building, 5th Floor, Room 5209, Wilmington,
Delaware 19801.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                          About Anchor Blue

Anchor Blue is a specialty retailer of casual apparel and
accessories for the teenage market.  Founded in 1972, the Company
has 117 stores located in nine western and southwestern states:
Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and
Washington.  The Company employs 1,400 full and part-time
employees in their stores and their corporate headquarters in
Corona, California.  Anchor Blue is an indirect affiliate of Sun
Capital Partners, a Florida-based investment firm.

Anchor Blue Holding Corp., together with Anchor Blue Inc., filed
for Chapter 11 bankruptcy protection on January 11, 2011 (Bankr.
D. Del. Lead Case No. 11-10110).

Neil Herman, Esq., and Rachel Mauceri, Esq., at Morgan Lewis, in
Philadelphia, Pennsylvania, serves as counsel to the Debtors.
Kenneth J. Enos, Esq., and Michael R. Nestor, Esq., at Young,
Conaway, Stargatt & Taylor, serve as co-counsel.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.  An Official
Committee of Unsecured Creditors has been formed in the Chapter 11
cases.

As of January 1, 2011, the Debtors' books and records reflected
total combined assets of roughly $24.7 million (book value) and
total combined liabilities of roughly $38.5 million.


ANCHOR BLUE: U.S. Trustee Appoints 5 Members to Creditors Panel
---------------------------------------------------------------
Roberta A. Deangelis, the U.S. Trustee for Region 3, appoints five
members to the Official Committee of Unsecured Creditors in Anchor
Blue Holding Corp., et al.'s Chapter 11 cases.

The Committee members include:

1) Production and Marketing Services Limited
   Attn: John L. Sun, 3550 Wilshire
   Boulevard, Suite 1250 Los Angeles CA 90010
   Phone: (213) 382-7205
   Fax: (213) 384-2693

2. Shanghai Shenda (America) LLC
   Attn: Kirk B. Burkley
   707 Grant Street, Suite 2200
   Gulf Tower, Pittsburgh PA 15219
   Phone: (412) 456-8108
   Fax: (412) 456-8289

3. GGP Limited Partnership
   Attn: Julie Minnick Bowden
   110 N. Wacker Drive, Chicago
   IL 60606
   Phone: (312) 960-2707
   Fax: (312) 442-6374

4. Simon Property Group
   Attn: Ronald M. Tucker
   225 W. Washington Street, Indianapolis
   IN 46204
   Phone: (317) 263-2346
   Fax: (317) 263-7901

5. CFL Commercial
   Attn: Mike Elias, President
   847 W. Sixteenth Street, Newport Beach
   CA 92663
   Phone: (714) 675-2507
   Fax: (949) 631-6246

Anchor Blue is a specialty retailer of casual apparel and
accessories for the teenage market.  Founded in 1972, the Company
has 117 stores located in nine western and southwestern states:
Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and
Washington.  The Company employs 1,400 full and part-time
employees in their stores and their corporate headquarters in
Corona, California.  Anchor Blue is an indirect affiliate of Sun
Capital Partners, a Florida-based investment firm.

Anchor Blue Holding Corp., together with Anchor Blue Inc., filed
for Chapter 11 bankruptcy protection on January 11, 2011 (Bankr.
D. Del. Lead Case No. 11-10110).

Neil Herman, Esq., and Rachel Mauceri, Esq., at Morgan Lewis, in
Philadelphia, Pennsylvania, serves as counsel to the Debtors.
Kenneth J. Enos, Esq., and Michael R. Nestor, Esq., at Young,
Conaway, Stargatt & Taylor, serve as co-counsel.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

As of January 1, 2011, the Debtors' books and records reflected
total combined assets of roughly $24.7 million (book value) and
total combined liabilities of roughly $38.5 million.


ANN STREET: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Ann Street Property, LLC
        5809 16th Avenue
        Brooklyn, NY 11204

Bankruptcy Case No.: 11-20187

Chapter 11 Petition Date: January 28, 2011

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Debtor's Counsel: Ronald Chorches, Esq.
                  LAW OFFICES OF RONALD I. CHORCHES
                  449 Silas Deane Highway, 2nd Floor
                  Wethersfield, CT 06109
                  Tel: (860) 563-3955
                  Fax: (860) 513-1577
                  E-mail: ronchorcheslaw@sbcglobal.net

Scheduled Assets: $0 to $50,000

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

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ctb11-20187.pdf

The petition was signed by Yisroel Rabinowitz, member.


ATTACHMATE CORP: Moody's Retains Rating After Debt Upsizing
-----------------------------------------------------------
Moody's Investors Service said Attachmate Corporation's ratings
remain unchanged following the upsizing of debt facilities being
used to finance the Novell acquisition.  While overall debt
increased by $100 million in the upsizing ($50 million to the
first lien term loan and $50 million to the second lien term
loan), the capital structure will still be substantially stronger
than pre-acquisition levels.  The increase in debt and
corresponding decrease in cash equity is material however, and
Moody's view the post-acquisition company as weakly positioned in
the B2 corporate family rating.

On January 19, 2011, Moody's assigned B1 ratings to the proposed
first lien debt facilities being used to finance the Novell
transaction and refinance existing debt and also revised the post-
transaction corporate family rating to B2 pending the close of the
transaction.  The first lien senior secured debt is being upsized
to $875 million from $825 million and unrated second lien debt is
being upsized to $275 million from $225 million.

Attachmate is a leading independent provider of software
connectivity products primarily for the legacy, mainframe
computing user base as well as a niche participant in the larger,
more fragmented systems and security management market which
Novell also participates in.  The company is headquartered in
Seattle, Washington.


AUSSIE HOMES: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Aussie Homes Corporation
        P.O. Box 152613
        San Diego, CA 92195

Bankruptcy Case No.: 11-01375

Chapter 11 Petition Date: January 29, 2011

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Samuel H. Park, Esq.
                  P.O. Box 927586
                  San Diego, CA 92192
                  Tel: (619) 674-7392
                  Fax: (619) 713-7374
                  E-mail: samuel@muanpark.com

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

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

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

The petition was signed by Timothy Brachmanis, president.


AVANTOR PERFORMANCE: S&P Assigns 'B+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B+'
corporate credit rating to specialty chemical company Avantor
Performance Materials Holdings S.A.  The outlook is stable.

At the same time, S&P assigned 'BB-' senior secured debt ratings
(one notch above the corporate credit rating) and recovery ratings
of '2' to the $35 million five-year revolving credit facility
maturing in 2015 and $145 million term loan maturing in 2016 of
Avantor Performance Materials Holdings Inc., a wholly owned
subsidiary of Avantor Performance Materials Holdings S.A.  These
ratings reflect S&P's expectation of substantial (70%-90%)
recovery in the event of a payment default.

The ratings on Avantor reflect a weak business risk profile and
an aggressive financial risk profile.  Avantor is a provider of
high-purity chemicals to laboratory, pharmaceutical, and
microelectronics end markets with trailing-12-month sales of
$438 million as of June 25, 2010.  "Our assessment of the business
risk profile as weak reflects limited business diversity, customer
concentration -- particularly in electronics -- reliance on a few
key operating sites, and risks associated with becoming a stand-
alone company," said Standard & Poor's credit analyst Cynthia
Werneth.

These risks include the need to establish independent management
and accounting information systems, the establishment of stand-
alone support functions, the reliance to date on carve-out
financial statements, and transitioning away from the Mallinckrodt
brand (which represents less than 20% of sales) to its new Macron
brand.  Sales to Avantor's top 10 customers total about 58% of
total sales, with the largest single customer representing 16% of
total sales.  However, S&P notes that some of the largest
customers are distributors, who in turn sell to many individual
end users.

On the positive side, demand for Avantor's products is fairly
stable and has proven resilient to the recent economic downturn.
In addition, long-standing and well-established relationships with
key distributors and the practice of selling via catalogs in the
laboratory segment result in a high level of repeat business.  S&P
also believe that the need to comply with government regulations
in the laboratory and pharmaceutical segments provides a barrier
to entry.

The outlook is stable.  Maintaining steady operating performance
should translate into ratings stability.  However, S&P could lower
the ratings if Avantor has any significant problems establishing
itself as a stand-alone company, or if costs to achieve
independence are higher than anticipated.  S&P could also lower
the ratings if sales to a major customer drop unexpectedly, a
shift in technology results in significantly lower sales of a
product or group of products, or if growth stagnates and operating
margins unexpectedly decline to about 9% -- which would cause the
ratio of funds from operations to total adjusted debt to decline
to about 8% (with the CPECs as 100% debt).  A large, debt-financed
acquisition could also lead to a downgrade.  A higher rating is
unlikely in the near term primarily because of the company's lack
of a track record as a stand-alone company and some uncertainty
regarding financial policies.


BAKER CORRECTION: Bondholders Forego Principal Payments Until 2013
------------------------------------------------------------------
Joel Addington at The Baker County Press reports that bondholders
who financed construction of the Baker County Sheriff's Complex
and its 500-plus bed jail have agreed to forego principal payments
until 2013 so the facility can continue operations unabated.

The report says Baker Correction Development Corporation borrowed
$45 million to build the complex and fund its start-up in June
2009.  The nonprofit corporation saw its revenues grow steadily
through the end of 2010 along with the north Macclenny jail's
inmate population, which hit a record-setting count of 492
prisoners in December.  The increase didn't come soon enough,
however, to ensure a principal and interest payment of about
$2.8 million due this month.

"It would be too much stress and put us under," said BCDC
president Todd Knabb during the BCDC's board of directors meeting
January 19, according to the report. "But if they give us time,
we'll be solid as a rock."

The report says the board approved a forbearance agreement 4-0
that afternoon with Bank of Oklahoma, the trustee of the bonds
issued in 2008.  The agreement allows BCDC to make interest only
payments without any penalty through February 3, 2013, saving it
about $2.3 million.


BALDOR ELECTRIC: S&P Raises Corporate Credit Rating From 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit and unsecured debt ratings on Baldor Electric Co.
to 'A' from 'BB-' and removed the ratings from CreditWatch, where
they were placed with positive implications on Nov. 30, 2010,
following ABB Ltd.'s announcement of its plan to acquire Baldor.
Subsequently, S&P withdrew its corporate credit rating on Baldor.
S&P also withdrew its rating on Baldor's senior secured debt.

"The rating actions follow the completion of ABB's acquisition of
Baldor," said Standard & Poor's credit analyst Sarah Wyeth.  The
corporate credit rating on ABB is 'A'.  Baldor's senior secured
credit facility was paid down completely with the close of the
transaction.  Baldor also announced its intention to redeem its
senior unsecured notes.


BARAI CAPITAL: Raided by FBI Over Insider-Trading Probe
-------------------------------------------------------
The Wall Street Journal's Jenny Strasburg, Michael Rothfeld and
Susan Pulliam report that Samir Barai, a former Citigroup Inc.
hedge-fund manager, has been drawn into the government's insider-
trading investigation as a co-conspirator in the case, and his
firm has been raided by Federal Bureau of Investigation agents,
according to people familiar with the matter.

Mr. Barai, 39, is the founder of New York-based Barai Capital
Management.

The Journal says prosecutors haven't disclosed any charges of
wrongdoing against Mr. Barai in the still-unfolding investigation.
The Journal says FBI agents raided his fund in November, the
people familiar with the matter say, but the fund's identity
hasn't before been made public.

According to the Journal, the development broadens the known scope
of a burgeoning criminal probe because it marks the first time a
hedge-fund manager has been publicly revealed as a co-conspirator
in the case.  The investigation is examining whether hedge funds
and other investors traded on inside information received from
corporate employees freelancing as consultants for "expert-
network" firms.

According to the Journal, Mr. Barai's role in the investigation
involves conversations and trading that took place after Mr. Barai
left Citigroup in 2007, and there is no indication the bank is
implicated in the probe.

The Journal relates Mr. Barai didn't return calls for comment. The
FBI and Manhattan U.S. Attorney's office declined to comment.  A
Citigroup spokeswoman also declined to comment.

According to the Journal, a criminal complaint filed in the case
against an expert-network consultant said FBI agents raided the
offices of an unnamed hedge fund, seizing recordings of telephone
calls in which the fund's founder and a research analyst discussed
inside information with the employee about technology companies
including Marvell Technology Group Ltd. and Nvidia Corp.

The Journal notes the complaint, filed in a New York federal
court, alleged that Winifred Jiau, a consultant for expert-network
firm Primary Global Research LLC, provided inside information
about publicly traded companies to hedge-fund managers.?


BARNSBORO INN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Barnsboro Inn, LLC
        699 Main Street
        Sewell, NJ 08080

Bankruptcy Case No.: 11-12285

Chapter 11 Petition Date: January 28, 2011

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

Judge: Judith H. Wizmur

Debtor's Counsel: E. Richard Dressel, Esq.
                  FLASTER GREENBERG
                  1810 Chapel Avenue West, 3rd Floor
                  Cherry Hill, NJ 08002
                  Tel: (856) 661-1900
                  E-mail: rick.dressel@flastergreenberg.com

Scheduled Assets: $499,300

Scheduled Debts: $1,283,086

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb11-12285.pdf

The petition was signed by Thomas F. Budd, managing member.


BERNARD L MADOFF: Mets Owners Seek to Lock Deal by June
-------------------------------------------------------
The Wall Street Journal's Matthew Futterman and Michael Rothfeld,
and Chad Bray at Dow Jones Newswires report that the New York Mets
hope to complete the sale of up to a 25% stake by the end of June,
according to a person involved with the planned transaction, as
the baseball team seeks funds to make up for a potential
settlement related to investments with Bernard Madoff.

According to the report, Mets owners Fred Wilpon and Saul Katz met
with Major League Baseball Commissioner Bud Selig and his
lieutenants Tuesday in what was described as an effort to update
Major League Baseball on the Mets' financial problems and the
owners' plans to sell a minority stake in the team, which they
revealed Friday.  Mets spokesman Jay Horowitz confirmed the
meeting took place but declined to comment further.

Madoff estate trustee, Irving Picard, is seeking to recover money
from nearly 100 individuals, family foundations or entities
associated with Sterling Equities, Mr. Wilpon's real-estate firm,
including other limited partnerships associated with the Mets.
The report notes an October 2009 court filing by Mr. Picard
indicated that the Sterling Equities-related exposure was about
$47.8 million in Madoff-related profits.

However, the report continues, a person familiar with the matter
indicated that Mr. Picard is now seeking more than $300 million
that he says represents profits that all the Sterling-related
entities and people associated with the team withdrew from Mr.
Madoff's firm.  The trustee is also seeking to recover some of
their principal investment with Mr. Madoff, alleging they knew or
should have known the business was fraudulent, this person said.

The report relates lawyers for Mr. Wilpon and his associates
acknowledged in a court filing late Monday that the December
lawsuit by Mr. Picard had accused them of overlooking signs that
Mr. Madoff was running a Ponzi scheme.  The lawyers called the
accusations "baseless" in court papers Monday.

The report notes Mr. Picard's suit was filed under seal, a status
that some news organizations have challenged.  Late Monday,
lawyers for Mr. Wilpon said extending the seal could improve
chances of a settlement.

Craig Schneider at The Atlanta Journal-Constitution reported that
Martin Luther King III confirmed his involvement in discussions to
purchase a part of the New York Mets.

Bloomberg News' Nancy Kercheval reported that Michael Repole --
who co-founded Glaceau Vitaminwater sports drink, which he sold to
Coca-Cola Co. for $4.1 billion in 2007 -- also has made known his
interest in talking to the Mets' owners about buying a portion of
the team.

Ms. Kercheval also reported that the Mets were the third-highest-
valued team in the major leagues at $858 million, behind the
Yankees ($1.6 billion) and Boston Red Sox ($870 million), Forbes
magazine said in April 2010.  A sale of 20% to 25%, as outlined by
the Wilpons, would be worth $171.6 million to $214.5 million,
based on the Forbes figures.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.

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

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

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

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

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

As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.


BERNARD L MADOFF: Velvel Loses Latest Appeal Bid Against Trustee
----------------------------------------------------------------
Bankruptcy Law360 reports that a law professor and former investor
who disagrees with the equity disbursement plan by the trustee
overseeing the liquidation of Bernard L. Madoff's securities firm
has lost his bid to stop the trustee from pursuing avoidance
actions.  Judge Burton Lifland of the U.S. Bankruptcy Court for
the Southern District of New York denied a motion to stay and
appeal a Nov. 10 ruling, according to Law360.

                       About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.

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

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

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

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

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

As of October 29, 2010, a total of US$5.69 billion in claims by
investors has been allowed, with US$741.2 million to be paid by
the Securities Investor Protection Corp.  Investors are expected
to receive additional distributions from money recovered by
Mr. Picard from lawsuits or settlements.


BETHEL HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bethel Healthcare, Inc.
          dba West Valley Convalescent Hospital
        21800 Oxnard Street, Suite 220
        Woodland Hills, CA 91367

Bankruptcy Case No.: 11-11180

Chapter 11 Petition Date: January 28, 2011

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

Judge: Geraldine Mund

Debtor's Counsel: David B. Golubchik, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: dbg@lnbrb.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-11180.pdf

The petition was signed by Richard Brenner, chief operating
officer and chief restructuring officer.


BNA SUBSIDIARIES: Disclosure Hearing Scheduled for Feb. 9
---------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 4, 2011, BNA
Subsidiaries, LLC, filed a proposed plan of reorganization with
the U.S. Bankruptcy Court for the District of Delaware, and a
disclosure statement explaining that plan.  The Honorable Brendan
L. Shannon will consider the adequacy of that disclosure document
at a hearing on Feb. 9, 2011.  Objections, if any, to the Debtor's
disclosure statement must be filed and served by Feb. 2, 2011.
The Debtor's plan contains significant release and injunction
provisions.

Rather interestingly, netDockets reports, the Debtor's pro forma
financial projections show that BNA Subsidiaries will emerge from
bankruptcy under the plan orchestrated by its parent with
liabilities that exceed the value of its assets by over 65%.
NetDockets relates that the plan provides the opportunity for
someone other than BNA to acquire control of BNA Subsidiaries
pursuant to a competitive sale process.

                         About BNA

Bureau of National Affairs is an independent publisher of
information and analysis products for professionals in business
and government.  Petersborough, New Hampshire-based BNA
Subsidiaries, LLC -- aka G-2 Reports, et al. -- was formed on
January 1, 2009, through the merger of Kennedy Information, Inc.,
which was acquired by BNA in 2000, and the Institute of Management
and Administration, Inc. (or IOMA), which was acquired in 1997.

BNA Subsidiaries filed for Chapter 11 bankruptcy protection on
September 23, 2010 (Bankr. D. Del. Case No. 10-13087).  Marion M.
Quirk, Esq., and Norman L. Pernick, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, assist the Debtor in its restructuring effort.
The Debtor estimated its assets and debts at $1 million to
$10 million.


BOISE FOOD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Boise Food Service, Inc.
        8777 W. Overland
        Boise, ID 83709

Bankruptcy Case No.: 11-40710

Chapter 11 Petition Date: January 28, 2011

Court: U.S. Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Brian D. Lynch

Debtor's Counsel: Christine M. Tobin, Esq.
                  BUSH STROUT & KORNFELD LLP
                  601 Union Street, Suite 5000
                  Seattle, WA 98101
                  Tel: (206) 292-2110
                  E-mail: ctobin@bskd.com

Scheduled Assets: $1,023,177

Scheduled Debts: $2,221,389

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb11-40710.pdf

The petition was signed by Joe McGivney, CEO/president/secretary.

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Boise Food Land, LLC                  11-40157            01/10/11
Joseph P. McGivney                    10-50104            12/09/10


BORDERS GROUP: Said to File for Chapter 11 by Month's End
---------------------------------------------------------
The Wall Street Journal's Mike Spector reports that people
familiar with the matter said Borders Group Inc. is preparing for
a possible bankruptcy-protection filing as soon as the middle of
this month.

Bloomberg News, citing three people familiar with the matter,
earlier reported Borders may file for bankruptcy protection as
soon as next week.  The retailer will likely close at least 150
stores, one person said.  The people declined to be identified
because the proceedings aren't public.  Several private equity
groups are weighing whether to provide a junior loan to Borders
Group, one of the people said.

According to the Journal, Borders is still finalizing certain
aspects of its restructuring plans ahead of a potential filing,
including financing that would keep it afloat in court and the
number of stores it will seek to close.  The sources told the
Journal the Chapter 11 bankruptcy filing could be delayed until
closer to the end of February.

Bloomberg relates that Mary Davis, a Borders spokeswoman, declined
to comment and referred to a Jan. 27 statement from Borders
President Michael Edwards.  He said the company "is doing
everything possible" to maintain its relationships with vendors
and publishers.  While his company has a financing commitment from
General Electric Capital Corp., Borders may proceed to an in-court
restructuring Edwards said in the statement.

Sources told the Journal that under the bankruptcy plans currently
being negotiated, Borders would aim to close between 150 and 200
stores.  The people cautioned that the final number of store
closures has yet to be determined and could increase.  According
to one of the Journal's sources, Borders wants to arrive at a
final number of store closures before entering bankruptcy court to
avoid hanging on to any unprofitable stores longer than necessary.

The sources also said Borders is in talks with Bank of America
Corp. and General Electric Co.'s finance arm about $500 million to
$550 million in debtor-in-possession financing that would keep the
company operating after a court filing, the people said.

Borders is still trying to persuade publishers to forgive unpaid
bills in exchange for debt the company would repay later. That is
one of a number of conditions required before Borders can tap a
new credit line from GE Capital.  The Journal relates one source
said publishers want Borders to use the bankruptcy process to
close stores and become more viable rather than putting a "Band-
Aid" on its problems with the current out-of-court deal on the
table.

                      In-Court Restructuring

Borders Group President Mike Edwards last week said Borders is
exploring "alternative avenues, including the possibility of an
in-court restructuring."

As reported by the Troubled Company Reporter on January 28, 2011,
Borders received a commitment from GE Capital, Restructuring
Finance to provide a $550 million senior secured credit facility,
which include $125 million of additional junior debt financing via
the conversion of vendor payables or external sources.  The new
$550 million senior secured credit facility, once funded, will
mature in 2014, and will replace the company's existing revolving
senior credit and term loan facilities.

The TCR on January 31 reported that Borders will delay payments to
certain parties -- vendors, landlords and others -- scheduled for
the end of January.  The delay is intended to help the company
maintain liquidity while it seeks to complete a refinancing or
restructuring of its existing credit facilities and other
obligations.

According to The Wall Street Journal, Borders said Dec. 30 it was
delaying payments to some publishers.  Borders said the delays
were part of its efforts to refinance its debt and that it had
notified the publishers with which it is seeking to restructure
payments.  According to the Journal, Borders has tapped investment
bank Jefferies & Co. and law firm Kasowitz, Benson, Torres &
Friedman to advise on its current refinancing efforts.

According to Reuters, people familiar with the situation said
Borders has hired restructuring specialist FTI Consulting Inc. to
help analyze its financing.

The New York Times' DealBook Borders has asked publishers to take
up to one-third of the company's reorganized debt, but the exact
percentage has not yet been determined.  The New York Times
reported that the law firm Lowenstein Sandler and the consulting
firm Alvarez & Marsal represented publishers during their meeting
with Borders.

On December 9, 2010, Borders released its financial results for
the third quarter ended October 30, 2010.  The Company disclosed
that it was in detailed discussions with potential lenders for
replacement financing that Borders believes will provide
sufficient liquidity through at least the beginning of 2012.
Borders is also pursuing the potential sale of certain assets as
well as cost reduction and sales generating initiatives.  Borders
cautioned that there can be no assurance that it will be able to
obtain adequate financing or that its other initiatives will be
successful.  Borders also said if the steps it is taking are not
successful, it could be in violation of the terms of its credit
agreements in the first quarter of calendar 2011, which could
result in a liquidity shortfall.

                          *     *     *

Adrianne Pasquarelli, writing for Crain's New York Business,
reports the clock is ticking on Borders' nine New York City
stores.  Borders has five Manhattan stores, each at least 20,000
square feet, as well as locations in Queens and Staten Island.

According to Crain's, Richard Hodos, executive vice president at
CB Richard Ellis, said, "A prudent landlord would be lining up
replacement tenants in the event either Borders files for
bankruptcy or decides not to pay rent long-term."  Mr. Hodos,
Crain's relates, noted that some of Borders' local outposts,
including space in the Time Warner Center owned by Related Cos.,
100 Broadway and 2 Penn Plaza, are all high-traffic locations that
should be easily rented.  However, the Borders in Kips Bay and the
one on Park Avenue and East 57th Street are not as easily leasable

"Time will tell," said Mr. Hodos, according to Crain's.  Mr. Hodes
also noted that many retailers file for bankruptcy after the
holiday season is over.

                        About Borders Group

Headquartered in Ann Arbor, Michigan, Borders Group, Inc. (NYSE:
BGP) -- http://www.borders.com/-- is a specialty retailer of
books as well as other educational and entertainment items.  It
employs 19,500 throughout the U.S., primarily in its Borders(R)
and Waldenbooks(R) stores.  The Wall Street Journal says Borders
is the nation's second-largest bookstore chain by revenue, behind
Barnes & Noble Inc.

As of October 30, 2010, Borders had total assets of
$1.35 billion, total liabilities of $1.40 billion, and a
stockholders' deficit of $40.8 million.

Borders received a financing commitment of $550 million from the
General Electric unit on Jan. 27.  The funding had several
conditions including securing $175 million from other lenders and
$125 million in junior debt provided by vendors and lenders.  The
funding is also contingent on Borders completing a program to
close stores.


BORDERS GROUP: UBS AG Discloses 4.59% Equity Stake
--------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on January 31, 2011, UBS AG disclosed that it
beneficially owns 3,309,591 shares of common stock of Borders
Group Inc., representing 4.59% of the shares outstanding.  The
number of shares of common stock outstanding at December 6, 2010
was 72,072,310.

                        About Borders Group

Headquartered in Ann Arbor, Michigan, Borders Group, Inc. (NYSE:
BGP) -- http://www.borders.com/-- is a specialty retailer of
books as well as other educational and entertainment items.  It
employs 19,500 throughout the U.S., primarily in its Borders(R)
and Waldenbooks(R) stores.  The Wall Street Journal says Borders
is the nation's second-largest bookstore chain by revenue, behind
Barnes & Noble Inc.

As of October 30, 2010, Borders had total assets of
$1.35 billion, total liabilities of $1.40 billion, and a
stockholders' deficit of $40.8 million.

The Wall Street Journal reported that Borders said Dec. 30 it was
delaying payments to some publishers.  Borders said the delays
were part of its efforts to refinance its debt and that it had
notified the publishers with which it is seeking to restructure
payments.

According to the Journal, Borders has tapped investment bank
Jefferies & Co. and law firm Kasowitz, Benson, Torres & Friedman
to advise on its current refinancing efforts.

The New York Times' DealBook, citing people briefed on the
situation, said publishers have been given until February 1 to
decide whether they are willing to accept Border's proposal to
turn overdue payments into a loan.  According to DealBook, Borders
is asking publishers to take up to one-third of the company's
reorganized debt, but the exact percentage has not yet been
determined.

The New York Times also reported that the law firm Lowenstein
Sandler and the consulting firm Alvarez & Marsal represented
publishers during their meeting with Borders.

On December 9, 2010, Borders released its financial results for
the third quarter ended October 30, 2010.  The Company disclosed
that it was in detailed discussions with potential lenders for
replacement financing that Borders believes will provide
sufficient liquidity through at least the beginning of 2012.
Borders is also pursuing the potential sale of certain assets as
well as cost reduction and sales generating initiatives.  Borders
cautioned that there can be no assurance that it will be able to
obtain adequate financing or that its other initiatives will be
successful.  Borders also said if the steps it is taking are not
successful, it could be in violation of the terms of its credit
agreements in the first quarter of calendar 2011, which could
result in a liquidity shortfall.


B.R. SUMMERLIN: Files Schedules of Assets & Liabilities
-------------------------------------------------------
B.R. Summerlin Property, LLC, has filed with the U.S. Bankruptcy
Court for the District of Nevada its schedules of assets and
liabilities, disclosing:

  Name of Schedule                      Assets         Liabilities
  ----------------                      ------         -----------
A. Real Property                     $22,000,000
B. Personal Property                  $1,066,151
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $14,928,000
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $486,103
                                     -----------       -----------
      TOTAL                          $23,066,151       $15,414,103

A copy of the Schedules of Assets & Liabilities  is available for
free at http://bankrupt.com/misc/BRSummerlin_sal.pdf

Woodland Hills, California-based B.R. Summerlin Property, LLC,
filed for Chapter 11 bankruptcy protection on January 5, 2011
(Bankr. D. Nev. Case No. 11-10148).  Gabrielle A. Hamm, Esq., at
Gordon Silver, serves as the Debtor's bankruptcy counsel.

Affiliates B.R. Brookfield Commons No. 1, LLC (Bankr. D. Nev. Case
No. 10-38835) and B.R. Brookfield Commons No. 2, LLC (Bankr. D.
Nev. Case No. 10-38838) filed separate Chapter 11 petitions on
November 29, 2010.



BYRNES SCHOOLS: First Citizens Bank to Foreclose on Loan
--------------------------------------------------------
Alisha Laventure, writing for WMBF News in Florence County, South
Carolina, reports the Byrnes Schools officials are confident in a
plan they say will not allow the bank to seize the school.  WMBF
says the First Citizens Bank has taken steps to foreclose on a
loan taken out by The Byrnes Schools back in 2007.  Officials say
they plan to auction off the property on Feb. 1.  The school board
is adamant the school will not close.

The report relates John Isgett, former school board chairman, said
the school has already sought legal council to ensure the bank
will not sell the property.  If the school is unable to secure the
funds, officials say they will have to restructure their financial
plan.  This could include filing for chapter 11 bankruptcy, though
officials would prefer not to.

According to the report, Tom Goodsen, the board's current
chairman, said First Citizens Bank proposed a forbearance
agreement in January 2010.  This allowed the school to waive
payments for six months to invest those funds in profitable
ventures.  When they reconvened in June, Mr. Goodsen said they
gave them two weeks to pay the loan in full.

WMBF News was unable to reach First Citizens Bank for comment.

The Byrnes Schools were established in Quinby is 1965.  They are
the only non-for-profit private institution that teaches children
from pre kindergarten to 12th grade.


CASPIAN GAS: Launches Chapter 7 Liquidation Proceedings
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that Caspian Gas Corp. will
liquidate under bankruptcy protection after failing to strike a
restructuring agreement with the government of Kazakhstan, where
it sought to explore for natural gas.

According to DBR, Caspian Gas reported debts of $385.1 million
versus assets of about $9,000 in its Chapter 7 petition filed
before the U.S. Bankruptcy Court in Manhattan.

Under Chapter 7 of the Bankruptcy Code, a trustee is appointed to
oversee the liquidation of a company's assets and to distribute
the proceeds to its creditors.

The report notes that joining Caspian in bankruptcy court is
Bridge Hydrocarbons LLC, which seven years ago purchased an 85%
stake in Caspian from a subsidiary of American International
Petroleum Corp.   Polgraft Oil Ltd. holds the remaining 15% stake,
which it acquired out of the 2006 bankruptcy proceeding of the
American International subsidiary, the report discloses.

DBR adds that Caspian said it held a license to explore and
extract gas from a field in western Kazakhstan.

Headquartered in Kazakhstan, Caspian Gas Corp. support activities
for petroleum and natural gas extraction.


CELL THERAPEUTICS: Estimates $25.86MM Net Loss in December
----------------------------------------------------------
Cell Therapeutics, Inc. provided information pursuant to a
request from the Italian securities regulatory authority, CONSOB,
pursuant to Article 114, Section 5 of the Unified Financial Act.

The Company estimates a net loss of US$25.87 million for the month
ended December 31, 2010, compared with a net loss of US$4.17
million for the month ended Nov. 30, 2010.  The Company estimates
cash of US$22.65 million at the end of December, compared with
US$27.88 million at the end of November.

A full-text copy of the Monthly Information Report is available
for free at http://ResearchArchives.com/t/s?72a3

                     About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company's balance sheet at September 30, 2010, showed
$46.6 million in total assets, $38.9 million in total liabilities,
$13.4 million in common stock purchase warrants, and a
stockholders' deficit of $5.7 million.

Stonefield Josephson, Inc., in San Francisco, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has sustained loss
from operations, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of December 31, 2009.


CHICAGO H&S: Dist. Court Affirms Disallowance of Formula Claim
--------------------------------------------------------------
District Judge Robert W. Gettleman affirmed a bankruptcy court
ruling disallowing an amended claim filed by The Formula Inc. in
the bankruptcy case of Chicago H&S Hotel Property L.L.C.  The
Formula assigned its claim to Mirabella Foundation in August 2008.
Mirabella made the district court appeal.

The Debtor entered into presale agreements with The Formula,
through which individual investors were offered the opportunity to
buy condominium units in the Debtor's Hotel 71 in Chicago when
completed.  The Formula is entitled to a fee when a unit was
resold.  The unit buyers all made earnest money deposits of
$10,000 into an interest-bearing escrow account at Chicago Title &
Trust.

In spring 2005, the Debtor and The Formula had a dispute over
whether the unit buyers could resell their units before the
remaining unsold units were sold.  To resolve that dispute, the
Debtor and The Formula entered into individual settlement
agreements with the unit buyers.

Mirabella has alleged that the Debtor failed to perform its
obligations under the settlement agreements by failing to resell
and pay resale profits, failing to pay extension fees, and failing
to pay the sales commissions.

In October 2007, the Debtor filed for Chapter 11, and in December
2007, the Debtor filed its Chapter 11 Plan of Reorganization.  The
Hotel 71 condominium project was completed.

In January 2008, The Formula offered all unit buyers the option to
"assign all of their contractual rights to Formula in exchange for
payment of $10,000."  87 unit buyers accepted this offer.  The
Formula objected to the hotel sale and plan of confirmation on
their behalf.

Chicago Title & Trust -- where the $10,000 deposits were being
held in escrow -- brought an adversary proceeding seeking to
distribute the funds it was holding in escrow.  In a contested
bankruptcy court proceeding, Mirabella as The Formula's assignee
claimed the interest earned on the deposits made by the 87 unit
buyers.  The other unit buyers were paid the interest earned on
their deposits.  136 unit buyers filed proofs of claims, and the
bankruptcy court disallowed all claims in excess of the $10,000
deposit and earned interest.

In February 2008, The Formula filed an amended claim, seeking
$22,098,390 in three types of payments on behalf of 78 unit
buyers: (1) resale profits, calculated based on the default
closing price specified in the settlement agreements; (2)
extension fees of $10,000 per unit per month; and (3) commissions
of 6 percent of the default purchase price of the 78 units.  None
of the 78 unit buyers whom The Formula purported to represent had
assigned their rights to The Formula.

On March 21, 2008, after a lengthy trial, the bankruptcy court
confirmed the Debtor's plan of reorganization and authorized the
sale of Hotel 71.  The plan provided for the $10,000 escrowed
deposits to be returned, with earned interest, to the unit buyers,
in full settlement of the unit buyers' claims.  The sale closed,
and the plan became effective, on July 16, 2008.

The Debtor filed an objection to The Formula's claim in January
2010, based on various theories including The Formula's lack of
contractual rights, the complete satisfaction of the claim by the
full return of the unit buyers' deposits and earned interest, and
subordination under the Bankruptcy Code.  In March 2010, the
bankruptcy court disallowed the claim, finding that the settlement
agreements' terms gave the unit buyers exclusive rights to the
resale profits and extension fees, and gave the exclusive rights
to commissions to a broker to be appointed by The Formula.

The appellate case is Mirabella Foundation, v. Chicago H&S Hotel
Property L.L.C., Case No. 10-CV-2546 (N.D. Ill.).  A copy of the
District Court's January 26, 2011 Memorandum Opinion and Order is
available at http://is.gd/HmyFVIfrom Leagle.com.

                         About Chicago H&S

Based in Chicago, Illinois, Chicago H&S Hotel Property, LLC, dba
Hotel 71, owns and operates a 40-story, 437 guestroom full service
hotel.  The Company filed for Chapter 11 protection on Oct. 29,
2007 (Bankr. N.D. Ill. Case No. 07-20088).  Charles R. Gibbs, Esq.
at Akin Gump Strauus Hauer & Feld LLP, and Daniel A. Zazove, Esq.,
and Jason D. Horwitz, Esq., at Perkins Coie LLP, represented the
Debtor in its restructuring efforts.  The Official Committee of
Unsecured Creditors in the Debtor's case chose Polsinelli Shalton
Flanigan Suelthaus P.C. as its counsel.  The Debtor's schedules
reflect total assets of $133,553,529, and total liabilities of
$106,862,713.


CHRYSLER GROUP: Paying $750 Bonus to UAW And CAW Workers
--------------------------------------------------------
Detroit Free Press staff writer Greg Gardner reports that Chrysler
Group will pay its UAW and CAW workers an average "performance
award" of $750 next week, based on the Company's 2010 operating
profit of $763 million, despite the fact it lost $652 million
after interest expenses and other restructuring obligations.

Free Press relates Chrysler spokeswoman Shawn Morgan said Monday
salaried workers, except for the top 50 executives, also will
receive payments.  Because Chrysler still owes about $5.8 billion
to the U.S. government, loaned under the Troubled Asset Relief
Program, the U.S. Treasury can restrict senior management's
compensation.

"It was absolutely owed that we treat our people properly," CEO
Sergio Marchionne told analysts and reporters on a conference
call, according to the Free Press.  "The obligation to our people
was much greater than the need to improve our bottom line
profitability."

The Free Press says General Holiefield, vice president of the
UAW's Chrysler department, praised the decision to reward workers.

As reported by the Troubled Company Reporter on Tuesday, Jeff
Bennett, writing for Dow Jones' Newswires, said Chrysler posted a
net loss of $199 million for the fourth quarter 2010 as interest
payments on its government loans continued to gnaw at the auto
maker's bottom line.  Dow Jones said the loss was much smaller
than its $2.69 billion deficit in the year-ago quarter.  For all
of 2010 Chrysler had a loss of $652 million.  Dow Jones said
Chrysler didn't disclose a comparable figure for 2009, when it was
in bankruptcy.

According to Dow Jones, Chief Executive Sergio Marchionne said the
company would have made money if it hadn't had to pay $329 million
in interest in the fourth quarter.  Its interest payments for the
year totaled $1.23 billion.

According to Dow Jones, Chrysler is working on a plan to secure
financing from a group of banks, including Goldman Sachs Group
Inc., and use the funds to repay the $7.4 billion in loans it
received from the U.S. and Canadian governments before filing for
bankruptcy in 2009.  The bank financing would come at a lower
interest rate than the government loans.

                          About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of December 31, 2008, Chrysler
had $39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly known
as Chrysler LLC on June 10, 2009, formally sold substantially all
of its assets, without certain debts and liabilities, to a new
company that will operate as Chrysler Group LLC.

Fiat has a 20% equity interest in Chrysler Group.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans are to
be repaid with the proceeds of the bankruptcy estate's
liquidation.


CLOVERLEAF ENTERPRISES: Hearing on Penn National's Purchase Today
-----------------------------------------------------------------
Hanah Cho, writing for The Baltimore Sun, reports a bankruptcy
judge is expected to consider casino operator Penn National
Gaming's purchase of Rosecroft Raceway at a hearing Wednesday.

Ms. Cho also reports that Bethesda, Md. developer Nathan Landow, a
former state Democratic Party chairman, confirmed on Monday he was
the third bidder in the Rosecroft Raceway auction in Prince
George's County.  According to the report, Mr. Landow said
Rosecroft is appealing because the facility has development
potential, which could include expanded gambling there.

As reported by the Troubled Company Reporter on Tuesday, Penn
won the bidding for Rosecroft Raceway.  Citing a prior report by
Ms. Ho, the TCR said Penn agreed to pay $10.25 million in cash,
outbidding Baltimore lawyer and Orioles owner Peter G. Angelos and
one other unidentified bidder.  Mr. Angelos was the "stalking-
horse" bidder, offering to buy the track for $9 million in cash,
plus $5 million if a referendum to expand gambling is approved and
slots are operational at the facility by December 2012.

According to Ms. Ho's report, Mr. Angelos will receive a $250,000
"breakup fee" and be repaid a $250,000 loan he made to Rosecroft.

                   About Cloverleaf Enterprises

Cloverleaf Enterprises Inc. -- http://www.rosecroft.com/-- owned
the Rosecroft Raceway, a harness track in Fort Washington,
Maryland.  The Company filed for Chapter 11 protection (Bankr. D.
Md. Case No. 09-20056) on June 3, 2009, represented by Nelson C.
Cohen, Esq., at Zuckerman Spaeder LLP in Washington, D.C.  The
Company estimated $10 million to $50 million in assets and
$1 million to $10 million in debts in its Chapter 11 petition.  In
April 2010, Judge Paul Mannes denied a motion to sell the assets,
saying the sale "primarily benefits" the track's sole shareholder.
The Company's operations were halted in June 2010.

In November 2010, the U.S. Trustee named James J. Murphy to serve
as Cloverleaf's Chapter 11 trustee.


COLONIAL BANCGROUP: FDIC Says Bankruptcy-Exit Plan "Premature"
--------------------------------------------------------------
The Federal Deposit Insurance Corp. and other parties filed with
the U.S. Bankruptcy Court separate objections to Colonial
BancGroup's proposed Chapter 11 plan.

BankruptcyData.com reports that Broadbill Investment Corp., and
the lead plaintiffs to a lawsuit against Colonial (Arkansas
Teacher Retirement System, The State-Boston Retirement System,
Norfolk County Retirement System and City of Brockton Retirement
System) also filed objections.

According to Joseph Checkler of Dow Jones' Daily Bankruptcy
Review, the FDIC claims that Colonial's bankruptcy-exit plan
proposal is "premature" considering the FDIC is appealing a case
in which it says the bank-holding company owes it more than $900
million.

The FDIC said the Colonial's liquidation plan "surprisingly"
doesn't bring up that an FDIC win on appeal would likely render
its plan unconfirmable.  "If the FDIC-Receiver is successful in
this appeal, the debtor will be required, in order to remain in
Chapter 11, to immediately cure its capital maintenance
commitments, as required under [the Bankruptcy Code]," the FDIC
stated.  The FDIC adds that the amount could exceed $900 million
and that Colonial's case would have to be converted to a Chapter 7
liquidation if FDIC wins an appeal.

The FDIC said Colonial's plan to exit bankruptcy and so-called
disclosure statement -- or plain language reading that creditors
must vote on -- should contain a discussion about the pending
litigation.  "There can be no doubt that the outcome of the
litigation pending between the debtor and the FDIC-Receiver will
materially impact the course of this case," the FDIC says in its
filing.

                 Plan Confirmation Hearing Tomorrow

Colonial BancGroup Inc. is scheduled to present its Plan of
Liquidation for confirmation at a hearing on February 3, 2011,
after it obtained approval from the Bankruptcy Court of the
explanatory disclosure statement, according to BankruptcyData.com.

As reported in the December 15, 2010 edition of the Troubled
Company Reporter, according to the Disclosure Statement, the Plan
calls for the liquidation of all assets of the Debtor and the
distribution of the proceeds to the Debtor's creditors.  After the
Plan is confirmed by the Bankruptcy Court, the Plan Trustee will
be authorized to continue the task begun by the Debtor of
pursuing, collecting and liquidating the remaining assets of the
Debtor.

In addition to liquidating the Debtor's Core Assets, the Plan
Trustee will investigate and evaluate any claims the Debtor may
have against insiders, affiliated companies and independent third
parties, the pursuit of which may supplement the proceeds
recovered by liquidating the Debtor's core assets.  The proceeds
of this liquidation effort will be used to pay the outstanding
claims against the Debtor in accordance with the classifications
and order of priority of these claims under the Plan.

The Debtor intends to pay all claims in full.  However, the Debtor
does not anticipate any distribution to Classes G (Statutorily
Subordinated Claims) and H (Equity Interests).  If there are
insufficient funds to pay a certain class in full, available funds
will be distributed pro rata among the members of that class in
accordance with the amount of the allowed claims in that class.
Reserves will be established for the payment of disputed claims to
the extent required in the Plan.

As part of his duties, the Plan Trustee will evaluate and contest
Claims and Equity Interests (if necessary) asserted against the
Debtor when, in his judgment and based on all of the
circumstances, the Plan Trustee concludes that the claim or
Interest must be contested.  Other parties-in-interest also
are entitled to object to and otherwise challenge Claims asserted
against the Debtor.

The Plan will be funded by existing cash on hand and the cash to
be received from the liquidation of the Debtor's assets.  In
addition, the Plan will be funded by any recoveries realized
from the prosecution or settlement of litigation undertaken by the
Plan Trustee in the name of and on behalf of the Debtor.

                  About The Colonial BancGroup

Headquartered in Montgomery, Alabama, The Colonial BancGroup,
Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking
subsidiary.  Colonial Bank -- http://www.colonialbank.com/--
operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed
$20 billion in deposits of the Bank.

The Colonial BancGroup filed for Chapter 11 bankruptcy protection
(Bankr. M.D. Ala. Case No. 09-32303) on August 25, 2009.  W. Clark
Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Debtor.  The
Debtor disclosed $45 million in total assets and $380 million in
total liabilities as of the Petition Date.

In September 2009, an Official Committee of Unsecured Creditors
was formed consisting of three members, Fine Geddie & Associates,
The Bank of New York Trust Company, N.A., and U.S. Bank National
Association.  Burr & Forman LLP and Schulte Roth & Zabel LLP serve
as co-counsel for the Committee.

Colonial Brokerage, a wholly owned subsidiary of Colonial
BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy
Court in the Middle District of Alabama in June 2010.  Susan S.
DePaola serves as Chapter 7 trustee.


COLUMBIAN CHEMICALS: S&P Puts 'BB-' Rating on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Marietta, Ga.-based Columbian Chemicals Acquisition LLC, including
its 'BB-' corporate credit rating, on CreditWatch with negative
implications.

"The rating action follows the recent announcement by the Aditya
Birla Group that it has entered into a definitive agreement to
acquire Columbian Chemicals through its associates, Alexandria
Carbon Black Co. and Thai Carbon Black Co. along with SKI
investments, an Aditya Birla Co.," said Standard & Poor's credit
analyst Seamus Ryan.

Columbian is currently owned by One Equity Partners, the merchant
banking arm of J.P. Morgan Chase.  "The CreditWatch placement
reflects the potential for a downgrade if debt is increased to
complete the acquisition, subject to a review of the terms of the
proposed transaction," added Mr. Ryan.  "The review will also
include an assessment of any strategic, operational, or financial
benefits that may be derived from the combination with new
owners."

With trailing 12-month sales of about $1 billion as of Sept. 30,
2010, Columbian Chemicals is the third-largest global carbon black
producer.  Carbon black used in the manufacture of tires generates
about 60% of company sales with an additional 20% from related
materials used in auto fan belts, cooling hoses, weather-
stripping, and in marine and aerospace applications.  The company
has operations in North America, Europe, South America, and Asia.

Standard & Poor's will monitor developments related to the
proposed acquisition.  S&P expects to resolve the CreditWatch
status of the ratings when further details about the planned
acquisition are available, including the proposed capital
structure.  S&P could lower the ratings if additional debt weakens
financial metrics without measurable offsetting benefits to the
business profile.  S&P will update the CreditWatch as additional
information about the proposed transaction becomes available.


CORINTHIAN SUB-ACUTE: Case Summary & Creditors List
---------------------------------------------------
Debtor: Corinthian Sub-Acute & Rehabilitation Center, Inc.
          dba Corinthian Gardens Healthcare Center
        21800 Oxnard Street, Suite 220
        Woodland Hills, CA 91367

Bankruptcy Case No.: 11-11185

Chapter 11 Petition Date: January 28, 2011

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

Judge: Maureen Tighe

Debtor's Counsel: David B. Golubchik, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: dbg@lnbrb.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-11185.pdf

The petition was signed by Richard Brenner, chief operating
officer and chief restructuring officer.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Bethel Healthcare, Inc.               11-11180            01/28/11


CUBA TROPICAL: Files for Chapter 7 Bankruptcy Protection
--------------------------------------------------------
The Packer reports that Cuba Tropical Inc. filed a Chapter 7
bankruptcy petition (Bankr. S.D.N.Y. Case No. 11-10097) in
January.  Judge Allan L. Gropper presides over the case.

The Debtor's Attorney is Neal M. Rosenbloom, who may be reached at
212-301-6923.  The Trustee assigned is Jil Mazer-Marino, who may
be reached at 516-741-6565.

A meeting of creditors is set for Feb. 4, 2011, at 9:30 a.m.
Objections are due by Feb. 7, 2011.

Cuba Tropical Inc. -- http://cubatropicalinc.com/-- carries a
full line of tropicals, groceries, food service, dairy and frozen
food.


DANIEL BOONE: School Board Wants Budget Cuts to Avoid Bankruptcy
----------------------------------------------------------------
Denise Larive, writing for Berks-Mont News, reports that Daniel
Boone School Board members said the district needs a bare bones
2011-12 budget to avoid a future bankruptcy.  According to the
report, the Board members asked Superintendent Dr. Gary L. Otto on
Jan. 24 to bring back a budget that has reduced the $6.9 million
deficit to zero.

The report says board members and Dr. Otto said they could then
begin to add some programs back into the budget (the needs versus
the wants) if there was the possibility of increased revenues.
The board could also consider a tax increase to its residents.

According to the report, the board delayed its vote to curtail
kindergarten until after the Feb. 3 Curriculum Committee Meeting,
when it will know the full impact of the curtailment and
furloughing seven kindergarten teachers.  The report says
curtailment could affect up to 40 other teachers, as well as
aides, that would be shifted throughout the district.

The Daniel Boone Area School District is in Birdsboro,
Pennsylvania.


DBSD N.A.: Dish Network to Buy Business for $1 Billion
------------------------------------------------------
DISH Network Corporation said it has entered into an agreement to
acquire 100 percent of the equity of the reorganized DBSD North
America, Inc., a hybrid satellite and terrestrial communications
company, for approximately $1 billion subject to certain
adjustments, including interest accruing on DBSD North America's
existing debt.

DISH Network is also committing to provide a debtor-in-possession
credit facility to DBSD North America in connection with filings
under Chapter 11 of the U.S. Bankruptcy Code.  The credit
facility, which remains subject to approval by the Bankruptcy
Court, will consist of a non-revolving, multiple draw term loan in
the aggregate principal amount of $87.5 million.

This transaction is to be completed upon satisfaction of certain
conditions, including approval by the Federal Communications
Commission and DBSD North America's emergence from bankruptcy.

                           The Agreements

Dish Network said in a regulatory filing that on February 1, 2011,
it entered into a commitment to provide a debtor-in-possession
credit facility to DBSD North America.  The Credit Facility, which
remains subject to approval by the Bankruptcy Court, will consist
of a non-revolving, multiple draw term loan in the aggregate
principal amount of $87.5 million, with drawings subject to the
terms and conditions set forth in the Credit Facility.

On February 1, 2011, Dish Network also entered into an investment
agreement pursuant to which it has committed to acquire 100% of
the equity of reorganized DBSD North America for approximately
$1 billion subject to certain adjustments, including interest
accruing on DBSD North America's existing debt.  This transaction
is to be completed upon satisfaction of certain conditions,
including approval by the Federal Communications Commission and
DBSD North America's emergence from bankruptcy.  Under the
investment agreement, which remains subject to approval by the
Bankruptcy Court, we have also committed to support DBSD North
America's plan of reorganization under which: (i) all claims under
their 7.5% Convertible Senior Secured Notes due 2009, issued under
that certain indenture dated August 15, 2005, as supplemented and
amended, among DBSD North America, the guarantors named therein,
and The Bank of New York Mellon (f/k/a The Bank of New York), as
trustee, will be paid in full; (ii) all of DBSD North America's
obligations under the Credit Facility will be paid in full; (iii)
the holders of general unsecured claims of DBSD North America
shall receive partial payment; and (iv) certain additional claims
in bankruptcy will also be paid in full.

                       February 15 Hearing

Lauren Pollock, writing for Dow Jones Newswires, reports a hearing
on the agreement, which comes after Dish lost an appeal to
overturn DBSD's bankruptcy plan, has been set for Feb. 15.

Dow Jones relates Dish Chief Executive Charles Ergen has been
circling bankrupt Terrestar Networks and DBSD since at least 2007,
according to people involved in the bankruptcies, buying up bonds
and loans in the two companies.  Mr. Ergen is also chairman of
Dish's sister company Echostar Corp., which is attempting to get
control of Terrestar.

Dow Jones says the DBSD deal will help Mr. Ergen gain access to
broadband spectrum.  He could use the spectrum DBSD and Terrestar
control to help Dish and EchoStar face competition from video-
over-Internet providers, or flip it to the highest bidder if a
broadband shortage develops, people involved in both bankruptcies
have said, according to the report.

Evelyn M. Rusli, writing for The New York Times' DealBook, reports
that Todd Mitchell, a Kaufman Brothers analyst, believes DBSD is
worth $2 billion to $3 billion.

DealBook also relates that John Stone, a partner at the boutique
investment bank Near Earth, said buying DBSD was Dish's Plan B.
He said, "Plan A was to try to get hold of DBSD through the loan-
to-own scenario, but they are still getting the assets they wanted
at a decent price.  If not by land then by sea, and at the end of
the day it's still mission accomplished."

                       About DISH Network

DISH Network Corporation -- http://www.dish.com/-- through its
subsidiary DISH Network L.L.C., provides more than 14.2 million
satellite TV customers, as of September 30, 2010, with the highest
quality programming and technology at the best value, including HD
Free for Life. Subscribers enjoy industry-leading customer
satisfaction, the largest high definition line-up with more than
200 national HD channels, the most international channels, and
award-winning HD and DVR technology.

                      About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc., aka
ICO Member Services Inc., offers satellite communications
services.  It has launched a satellite, but is in the
developmental stages of creating a satellite system with
components in space and on earth.  It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, in New York; and Marc J.
Carmel, Esq., and Sienna R. Singer, Esq., at Kirkland & Ellis LLP,
in Chicago, serve as the Debtors' counsel.  Jefferies & Company is
the financial advisors to the Debtors.  The Garden City Group Inc.
is the claims agent for the Debtors.  DBSD estimated assets and
debts of $500 million to $1 billion in its Chapter 11 petition.


DELPHI CORP: Battenberg Hopes for Return to Auto Industry
---------------------------------------------------------
After a federal jury found him not guilty of fraud, former Delphi
CORP Chief Executive J.T. Battenberg III said he feels vindicated
and would like to work again in the auto industry, Mike Colias of
Automotive News reported.

"Now I can return to a normal life," Delphi's former chief
executive told Automotive News after the announcement of the
verdict on January 13, 2011.  "It's relief," he was quoted as
saying.

The jury in a civil lawsuit filed by the U.S. Securities and
Exchange Commission against Mr. Battenberg and former Delphi
chief accounting officer Paul Free cleared Mr. Battenberg of
fraud charges, the most serious allegations, concerning the
accounting of a $237 million payment made to General Motors
Corporation in 2000.  Mr. Battenberg, however, was found guilty
of accounting errors and misrepresentation to accountants.

Weeks of testimony also dug up the tense relationship between
Delphi and its former parent General Motors Corporation to which
Mr. Battenberg said "he was embarrassed for GM," Automotive News
noted.  According to the report, Mr. Battenberg mentioned at the
trial that he was stunned by GM's tough tactics.  Mr. Battenberg
further said GM's appointment of J. Ignacio Lopez as purchasing
czar in the 1990s and Harold Kutner started the downfall of
relations between GM and suppliers.  "Those guys were off base
and everybody knew it," Mr. Battenberg pointed out, according to
the report.  "I think the jury saw that," Mr. Battenberg added.

Mr. Battenberg also expressed his openness to being a director
for an auto company but noted no concrete plans, the report
mentioned.

                         About Delphi Corp.

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

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

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

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

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

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


DELPHI CORP: DPH Files Operating Report for 4th Quarter
-------------------------------------------------------
DPH Holding Corp. and its affiliates submitted to Judge Robert D.
Drain of the U.S. Bankruptcy Court for the Southern District of
New York on January 26, 2010, a consolidated operating report for
the quarter period ended December 31, 2010.

DPH Holdings President John C. Brooks related that the
Reorganized Debtors incurred an operating income of $1 million
for the fourth quarter of 2010.

                   DPH Holdings Corp., et al.
                   Schedule of Disbursements
              Three Months Ended December 31, 2010

DPH Holdings Corp.                           $12,748,000
ASEC Manufacturing General Partnership                 0
ASEC Sales General Partnership                         0
DPH Medical Systems Colorado LLC                       0
DPH Medical Systems Texas LLC                          0
DPH Medical Systems LLC                                0
Specialty Electronics, LLC                             0
DPH Mechatronic Systems, LLC                           0
DPH International Services, LLC                        0
DPH-DAS Overseas LLC                                   0
DPH-DAS (Holding), LLC                                 0
DPH Diesel Systems LLC                                 0
DPH LLC                                                0
DPH Connection Systems LLC                             0
DPH-DAS Services LLC                                   0
DPH-DAS Human Resources LLC                            0
DPH-DAS LLC                                      517,000
DPH Furukawa Wiring Systems LLC                        0
MobileAria, LLC                                        0

In connection with the consummation of Delphi Corp.'s Confirmed
Modified First Amended Joint Plan of Reorganization, DIP Holdco
LLP, now known as Delphi Automotive LLP, as assignee of DIP
Holdco 3 LLC, through various subsidiaries and affiliates,
acquired on October 6, 2009, substantially all of the global core
business of Delphi Corp., now known as DPH Holdings Corp. and its
debtor affiliates, including the stock of Delphi Technologies,
Inc. and the membership interests in Delphi China LLC.  Thus,
neither Delphi Technologies, Inc. nor Delphi China LLC is
included in the current quarterly operating report.

Debtors Delphi Technologies, Inc., and Delphi China LLC filed with
the Court a separate operating report for the quarter ended
December 31, 2010.

               Delphi Technologies, Inc., et al.
                   Schedule of Disbursements
              Three Months Ended December 31, 2010

Delphi Technologies, Inc.                     $3,503,354
Delphi China LLC                                       0

Delphi Corp. Treasurer and Acting Chief Financial Officer Keith
D. Stipp related that operating expenses plus any applicable cure
payments for the quarter ended December 31, 2010, was used as a
proxy for disbursements for Delphi Technologies, Inc., and Delphi
China, LLC.  Mr. Stipp further noted that Delphi Technologies
and Delphi China have an operating income of $54 million for the
fourth quarter 2010.

                         About Delphi Corp.

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

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

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

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

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

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


DELPHI CORP: Ohio Bureau Wants to File Late $24.7 Mil. Claim
------------------------------------------------------------
Ohio Bureau of Workers' Compensation says Delphi Corp. incurred
about $24,732,628 in tax assessments for workers' compensation in
connection with its status as a self-insured employer doing
business in the state of Ohio.  Ohio Bureau of Workers'
Compensation timely filed its claim as a prepetition priority tax
claim against Delphi in December 2005.  In June 2009, the Debtors
objected to the Claim on the basis that the Claim was not entitled
to priority and should be re- classified as unsecured, thereby
acknowledging that the Claim was timely filed, Mark Skapof, Esq.,
at Baker & Hostetler LLP, in New York -- mskapof@bakerlaw.com --
points out.

At a December 16, 2010 hearing, the Court ruled that the Claim
would be disallowed as a priority tax claim but that the
disallowance was "without prejudice to any arguments under
[Bankruptcy Rule] 9006," Mr. Skapof reminds the Court.  Indeed,
the order entered on December 20, 2010, is partially erroneous
because it failed to incorporate the Court's ruling that there is
no prejudice to the Bureau's rights to file this motion, he
contends.

By this motion, the Bureau asks the Court to:

  (i) deem the Claim as a timely filed administrative expense
      claim; or

(ii) in the alternative, authorize it to amend the Claim to
      reflect the Court's ruling that it has an administrative
      expense claim; or

(iii) permit it to file a late administrative expense claim to
      avoid an obviously prejudicial result, which in effect
      punishes the Bureau for timely filing its Claim in
      accordance with Ohio law.

Mr. Skapof insists that the Bureau timely acted in a reasonable
manner and took affirmative steps to protect its rights.  Given
that the Claim has been on file for over five years, and sets
forth the Bureau's right to payment, the Reorganized Debtors can
hardly argue that the Claim took them by surprise or would
disrupt implementation of the Plan, he asserts.  If the Court
chooses not to deem the Claim a timely filed administrative
expense claim, the Bureau believes that it should be permitted to
amend the Claim as one for an administrative expense.  He insists
that the misclassification of the Claim occurred through no fault
of the Bureau.

In the event that the Court does not to deem the Claim timely
filed or permit its amendment, the Claim should still be allowed
under the "excusable neglect" doctrine, Mr. Skapof argues.  He
stresses that the Bureau discovered that it had an administrative
expense claim for the first time at the December 16 Hearing.  At
best, the Bureau made an honest mistake in classifying its Claim,
which mistake was corrected by the Court during the Hearing, he
maintains.  Allowance of the Bureau's late filed administrative
expense claim will also not create a floodgate, he assures the
Court.

                         About Delphi Corp.

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

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

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

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

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

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


DUCK HOUSE: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Duck House, Inc., a California Corporation
        4651 State Street
        Monclair, CA 91763

Bankruptcy Case No.: 11-13072

Chapter 11 Petition Date: January 31, 2011

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Ellen Carroll

Debtor's Counsel: James C. Bastian, Jr., Esq.
                  SHULMAN HODGES & BASTIAN LLP
                  26632 Towne Centre Dr #300
                  Foothill Ranch, CA 92610-2808
                  Tel: (949) 340-3400
                  E-mail: jbastian@shbllp.com

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

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

The petition was signed by Wen Ping Chang, president.

Debtor's List of 13 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
NFL Properties LLC-                              $51,203
Licensing GPO
Attn President or
Managing Agent
P.O. Box 27278
New York, NY 10087-7278

Bullet Transportation                            $15,464
Services
Attn President or
Managing Agent
P.O. Box 809066
Chicago, IL 606-9066

Summit Logistics Int'l                           $12,816
Attn President or
Managing Agent
780 Nogales St., Bldg D
City of Industry, CA 91748

Continental Agency                               $12,723

Quartz Logistics Inc.                            $8,186

Rodolfo Rodriguez Aguilar                        $1,023

Partner's Delivery, Inc.                         $655

Creative Document Solutions                      $513

Sprint                                           $218

UPS Freight                                      $169

Transworld Systems, Inc.                         $39

Liuzhou Wantex                                   $30
Trading Co., Ltd.

Ostroms & Associates                             $25

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Trade Union International Inc.,
a California corporation               11-13071   01/31/11


EBRO FOODS: Meeting of Creditors Set for February 22
----------------------------------------------------
The Packer reports that a meeting of creditors of Ebro Foods Inc.
will be held Feb. 22, 2011, at 3:00 p.m., 219 South Dearborn,
Office of the U.S. Trustee, 8th floor, Room 802, Chicago.
According to the report, the Trustee for the Debtor is Patrick S.
Layng, who may be reached at 312-886-5785.

Based in Chicago, Illinois, Ebro Foods Inc. fka Ebro Packing filed
for Chapter 11 bankruptcy protection on Jan. 17, 2011 (Bankr. N.D.
Ill. Case No. 11-01643).  Judge John H. Squires presides over the
case.  Forrest L. Ingram, Esq., at Forrest L. Ingram, P.C.,
represents the Debtor.  The Debtor disclosed $1,838,422 in assets,
and $2,759,341 in debts in its schedules.


ENERGY PARTNERS: Moody's Assigns 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned Energy Partners, Ltd., a B3
Corporate Family Rating, B3 Probability of Default Rating, a
Speculative Grade Liquidity -- 2 rating, and a Caa1 (LGD 5, 70%)
rating to the company's proposed $210 million senior unsecured
notes.  The proceeds from the notes offering will be used to
purchase certain shallow water Gulf of Mexico properties from
Anglo-Suisse Offshore Partners, LLC, for $200.7 million and for
general corporate purposes.  The rating outlook is stable.

                        Ratings Rationale

EPL's B3 Corporate Family Rating is restrained by the company's
limited track record after emerging from bankruptcy in September
2009, with falling reserves and production due to limited capital
investment, and uncertainty concerning how productive increased
capital spending will be.  The rating also reflects the company's
small scale in terms of total proved developed reserves and
production, with significant field level concentration in the U.S.
Gulf of Mexico, and material plugging and abandonment costs.

The B3 rating is supported by the company's oil weighted
production and reserves, high level of operating control of its
property base and the expectation that increased capital
expenditures in 2011 will be funded out of cash flow.

EPL is one of the smaller and more concentrated E&P companies that
Moody's rates.  Pro forma for the ASOP acquisition, the company
had only 17.5 mmboe of proved developed producing reserves at
December 31, 2010, which generate all its cash flow.  Furthermore,
nearly all of EPL's reserves and production are located in the
offshore Gulf Coast, with material field level concentration in
East Bay and South Timbalier 26 and 41.  This Gulf Coast
concentration results in a relatively short pro forma PDP reserve
life of approximately 3 years.

Since emerging from bankruptcy in September of 2009, EPL has
maintained a limited capital budget, utilizing free cash flow to
increase liquidity and reduce debt balances.  These efforts
resulted in lower debt levels and allowed the company to take a
measured approach to growth, as well as focus on improving its
cost structure and plugging and abandonment capabilities.
However, the reduced capital spending resulted in reserve and
sequential quarterly production declines.  The company's 2011
capital budget is expected to substantially increase from 2010
levels, with the company targeting pro forma production growth of
over 15%.  However, just achieving flat production at competitive
costs in the Gulf of Mexico can be challenging due to high
production decline rates.

Moody's estimates EPL's pro forma debt (as adjusted for operating
leases)/PDP reserves at $12.2/boe and its debt/PD reserves at
$6.8/boe at December 31, 2010, which are reasonable for the B3
rating.  Moody's notes that the company has significant future
plugging and abandonment costs, particularly in its East Bay
field, resulting in debt plus future development and plugging and
abandonment costs/total reserves being high at $17.9/boe.

The Caa1 rating on the proposed notes reflects both the overall
probability of default of EPL, to which Moody's assigns a
Probability of Default of B3, and a loss given default of LGD 5
(70%).  The company expects to put in place a $150 million
borrowing base revolving credit facility with a facility size of
$250 million.  The proposed notes are unsecured and therefore are
subordinate to the proposed senior secured credit facility's first
lien claim to the company's assets.  This results in the notes
being notched one rating beneath the B3 Corporate Family Rating
under Moody's Loss Given Default Methodology.

EPL' SGL-2 rating reflects the company's expected four-year
undrawn $150 million borrowing base revolver, oil weighted
production and the expectation that capital spending will be
funded with cash flow from operations during 2011.  The SGL-2
rating is tempered by the exposure of the company's cash flows to
changes in commodity prices, the risk of potential further
production declines, the lack of alternate sources of liquidity
given that the revolving credit facility will be secured by the
company's reserves, and by the borrowing base mechanism on the
proposed credit facility.

The stable outlook assumes EPL will be able to generate production
gains from its reserve base at reasonable costs and without
incurring materially increased leverage.  The stable outlook also
assumes additional material acquisitions will be funded with a
meaningful equity component.  Given the risks associated with the
company's size, the B3 rating has minimal flexibility for any
material increases in leverage.

Moody's believes there is limited upside in the current ratings
over the near term.  Over the longer term, materially increased
scale could be positive for the ratings, assuming the growth was
achieved with competitive costs and financial leverage was
sufficiently low.

On the other hand, the ratings would likely be pressured if EPL'
negative production trend continues, leverage on reserves and
production materially increases or the company experiences a
significant deterioration in liquidity.

Energy Partners, Ltd., is an independent E&P company headquartered
in New Orleans, Louisiana.


EVERGREEN SOLAR: Shareholders Meeting to Resume February 9
----------------------------------------------------------
Evergreen Solar, Inc., on Tuesday said its special meeting of
stockholders commenced on January 31, 2011, and was promptly
adjourned until 8:30 a.m. on February 9, 2011.

The meeting will reconvene at the Best Western Royal Plaza Hotel
and Trade Center at 181 Boston Post Road West, in Marlboro,
Massachusetts.  The purpose of the adjournment was to allow
sufficient time for stockholders to receive and review the proxy
supplement describing the amended terms of the exchange offers and
consent solicitation announced on January 27 which was mailed to
stockholders on or about January 28.  No substantive matters were
discussed at the special meeting prior to the adjournment.

Upon reconvening the meeting on February 9, 2011, the Company
expects stockholders to vote regarding the issuance of its new 4%
Convertible Subordinated Additional Cash Notes due 2020 and new
7.5% Convertible Senior Secured Notes due 2017 in the exchange
offer transactions -- and the issuance of common stock issuable
upon conversion of the new notes -- as required under the
applicable provisions of Nasdaq Marketplace Rule 5635, and to
approve an amendment to the Company's certificate of incorporation
to increase the Company's authorized common shares to 240,000,000
from 120,000,000.  Approval of these proposals is a condition to
the exchange offers.  Stockholders who have previously submitted
their proxy or otherwise voted and who do not want to change their
vote need not take any action.

                   Amendment to Exchange Offers

On January 27, Evergreen Solar announced amended terms for its
pending exchange offers for its outstanding convertible debt and
related consent solicitation.  The Company is offering to
exchange:

     (i) an aggregate principal amount of up to $100,000,000 of
         new 4.0% Convertible Subordinated Additional Cash Notes
         due 2020, or the new 4% notes, for an aggregate principal
         amount of up to $200,000,000 of its 4.0% Senior
         Convertible Notes due 2013, or the existing 4% notes, and

    (ii) an aggregate principal amount of up to $165,000,000 of
         new 7.5% Convertible Senior Secured Notes due 2017, or
         the new 7.5% notes, for an aggregate principal amount of
         up to $165,000,000 of its 13.0% Convertible Senior
         Secured Notes due 2015, or the existing 13% notes.

Under the amended terms of the exchange offer for the existing 4%
notes, the initial conversion price of the new 4% notes has been
reduced from $6.00 to $4.35 per share.

Under the amended terms of the exchange offer for the existing 13%
notes:

      -- the initial conversion price of the new 7.5% notes will
         be fixed at $4.00 per share;

      -- the new 7.5% notes will be secured by a first-priority
         lien on substantially all of the Company's United States
         based assets and a pledge of certain interests in foreign
         subsidiaries;

      -- the minimum consent condition has been reduced from at
         least 75% of the aggregate principal amount of existing
         13% notes to more than 50% of the aggregate principal
         amount of existing 13% notes;

      -- if the Company receives the consent of holders of more
         than 50% but less than 75% of the outstanding principal
         amount of the existing 13% notes, the indenture governing
         the existing 13% notes will be amended to permit the
         Company to incur the new 7.5% notes, grant a lien in
         favor of the holders of the new 7.5% notes and for the
         existing 13% notes and the new 7.5% notes to be ratably
         secured by a first-priority lien on substantially all of
         its United States based assets and a pledge of certain
         interests in foreign subsidiaries;

      -- if the Company receives the consent of 75% or more of the
         holders of existing 13% notes, the indenture governing
         the existing 13% notes will be amended to provide for the
         security interest and all of the collateral securing the
         Company's obligations under the existing 13% notes be
         released and to terminate the existing collateral
         documents and eliminate many of the restrictive covenants
         and certain events of default in the indenture governing
         the existing 13% notes; and

      -- the new 7.5% notes will have the benefit of restrictive
         covenants similar to the restrictive covenants contained
         in the indenture governing the existing 13% notes.

As a result of the extension, the exchange offers and consent
solicitation will expire at 11:59 p.m., New York City time, on
February 9, 2011, unless further extended.  Tendered existing 4%
notes and 13% notes may be withdrawn at any time prior to the
expiration date.

The Company first announced the exchange offers on January 3.  At
that time, the Company said the exchange offer for the existing 4%
notes is being conducted as a modified "Dutch auction" pursuant to
which holders of such notes will have the opportunity to specify
an exchange ratio at which they would be willing to exchange such
notes for new 4% notes.  Holders must submit tenders in the range
from $425 principal amount to $500 principal amount of new 4%
notes that would be issued for each $1,000 principal amount of
existing 4% notes surrendered for exchange by such holder.  If the
4% clearing exchange ratio is $425, the Company will issue
$85,000,000 aggregate principal amount of new 4% notes, and if the
4% clearing exchange ratio is $500, the Company will issue
$100,000,000 aggregate principal amount of new 4% notes, in each
case assuming that $200,000,000 principal amount of existing 4%
notes are tendered.

In exchange for each $1,000 principal amount of existing 13% notes
that is tendered and accepted, holders of existing 13% notes will
receive $1,000 principal amount of the Company's new 7.5% notes.
In addition, the Company is soliciting the consent of holders of
the requisite principal amount of existing 13% notes to amend
certain terms of the indenture governing the existing 13% notes.
The proposed amendments would release the security interest and
all of the collateral securing the Company's obligations under the
existing 13% notes, terminate the existing collateral documents
and eliminate many of the restrictive covenants and certain events
of default in the indenture governing the existing 13% notes.

The exchange offers and consent solicitation were initially set to
expire at 11:59 p.m., New York City time, on January 31, 2011.

                       Recapitalization Plan

The Company has said the exchange offers and consent solicitation
are a key element of its comprehensive recapitalization plan,
which if completed, will substantially reduce the Company's
outstanding indebtedness and annual interest expense, exchange a
portion of the Company's existing debt for new debt with longer
maturities, create a capital structure that the Company believes
is more likely to cause the holders of the Company's convertible
debt to convert their notes into common stock -- which would
further accomplish the Company's long term goal of substantially
reducing its outstanding debt -- and increase the Company's
flexibility to manage its business by eliminating certain
restrictive covenants and the security interest contained in the
existing 13% notes.

As reported by the Troubled Company Reporter on December 10, 2010,
Evergreen Solar's Board of Directors approved the recapitalization
plan.

The Company said that as part of the recapitalization plan, it
also intends to offer an additional $40,000,000 aggregate
principal amount of the new 4% notes in an underwritten offering
for cash.

On January 11, Evergreen Solar said it intends to shut down
operations at its Devens manufacturing facility by the end of the
first quarter of 2011 to better position the Company to pursue its
industry standard size wafer strategy and preserve the Company's
liquidity.

Lazard Capital Markets LLC serves as the dealer manager for the
exchange offers and consent solicitation and sole bookrunner for
the new money offering.  The information agent for the exchange
offers and consent solicitation is The Proxy Advisory Group, LLC
and the exchange agent for the exchange offers and consent
solicitation is U.S. Bank National Association.

                        About Evergreen Solar

Marlboro, Massachusetts, December 6, 2010 - Evergreen Solar, Inc.
(NasdaqGM: ESLR) -- http://www.evergreensolar.com/-- develops,
manufactures and markets String Ribbon(R) solar power products
using its proprietary, low-cost silicon wafer technology.


FAMILY FRESH: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Family Fresh Foods
        1352 East St. Joseph's Street
        Layton, UT 84040

Bankruptcy Case No.: 11-21074

Chapter 11 Petition Date: January 28, 2011

Court: U.S. Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: R. Kimball Mosier

Debtor's Counsel: Craig Helgesen, Esq.
                  HELGESEN WATERFALL AND JONES
                  1436 South Legend Hills Drive, Suite 110
                  Clearfield, UT 84015
                  Tel: (801) 544-5306
                  Fax: (801) 614-0443
                  E-mail: chelgesen@utahattorneys.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 21 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/utb11-21074.pdf

The petition was signed by David Nyberg, president/manager-member.


FANNIE MAE: Fannie & Freddie Recouped $20.9 Billion from Banks
--------------------------------------------------------------
The Financial Crisis Inquiry Commission reported that Fannie Mae
and Freddie Mac received $20.9 billion over about three years from
U.S. banks it forced to buy back shoddy mortgages, according to
American Bankruptcy Institute.

                         About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.

                          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 September 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.


FIDELITY PROPERTIES: Secured Creditor Asks for Case Dismissal
-------------------------------------------------------------
Secured creditor W.T. Paul Liau, as Trustee of the Land Trust
Agreement dated January 1, 2001, and as Trustee under that certain
unrecorded Land Trust Agreement dated April 25, 2003, asks the
U.S. Bankruptcy Court for the Middle District of Florida to
dismiss Fidelity Properties Group, LLC's Chapter 11 case or in the
alternative, convert the Debtor's case to a proceeding under
Chapter 7.

Mr. Liau says that Debtor has filed no plan of reorganization or
disclosure statement, has taken no steps to value the estate
property or sell any estate property, and has provided no adequate
protection to secured creditors.  Mr. Liau adds that Debtor's
"sporadic" monthly operating reports demonstrate that it cannot
continue to operate the business and has no reasonable chance of
obtaining confirmation of a successful plan of reorganization.

Further, Mr. Liau relates that the Debtor's failure to actively
pursue reorganization, and the condition of the business,
demonstrate that the Debtor filed its petition in bad faith and
that any attempt at reorganization has little or no chance of
success.

Prior to Mr. Liau's dismissal motion, creditors Walter W. Carroll,
II, and Berkeley M. Mackey, III, also moved the Bankruptcy Court
to dismiss or convert the Debtor's case to one under Chapter 7
liquidation.

The Debtor has since filed a Chapter 11 Plan of Reorganization and
explanatory disclosure statement with the Bankruptcy Court.  Under
the proposed Plan, all creditors will be paid over a 60 month
period.  The Debtor's principals will retain their stock
membership interest in the Debtor.

                    About Fidelity Properties

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


FIDELITY PROPERTIES: Plan Offers to Repay Claims in 5 Years
-----------------------------------------------------------
Fidelity Properties Group, LLC, filed with the U.S. Bankruptcy
Court for the Middle District of Florida a proposed Chapter 11
Plan of Reorganization and an explanatory Disclosure Statement.

Pursuant to the terms of the Plan, unsecured creditors will
receive payment in full, without interest, over five years,
beginning six months after confirmation.  Payments will be made
quarterly.

Secured creditors will be paid their normal monthly payments as
provided in the existing notes and mortgages or security
agreements, on a quarterly basis.  Any arrearage will be paid by
promissory note over 5 years, with payments beginning 6 months
after the effective date of the Plan.

The Debtor's principals will retain their stock membership
interest in the Debtor.

The Debtor will emerge with debt, but under the Plan, the Debtor
says it should be able to orderly liquidate certain properties, by
auction, if necessary, which will allow the debts to be paid in an
orderly manner, amortized in a term that should allow the Debtor
to pay same in accordance with the Plan.

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

                    About Fidelity Properties

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


FOLK ART MUSEUM: Missed Muni Bond Payment in January
----------------------------------------------------
Katherine Clarke, writing for The New York Observer, reports that
The American Folk Art Museum in New York, just short of its 50th
birthday, is facing mounting and severe financial pressures.  On
Jan. 1, the museum missed a payment due on municipal bonds
originally issued a decade ago to fund the move to its West 53rd
Street headquarters.  Bond insurance kicked in.

The New York Observer also reports that earlier in February, the
midtown institution disclosed in a forbearance agreement that it
is $3.7 million short of the funds needed to make the next
payment, due July, and that it has little expectation of being
able to raise the funds in the interim.

"The institution continues to anticipate that it will not be able
to resume payments into the debt service fund for the foreseeable
future," according to documents prepared by Robin A. Schlinger,
chief financial officer, The New York Observer relates.

According to The New York Observer, Maria Ann Conelli, executive
director of the museum, remains confident. "We're still here," she
said, "and we have some exciting exhibitions coming up in the near
future."  However, The New York Observer says, when asked
specifically about defaulting on bond payments, she deferred to
the museum's lawyer, who did not respond.

The New York Observer notes that since the museum's opening in its
new space a decade ago, it has fallen short of its initial
attendance and revenue predictions.  The New York Observer says
attendance, reaching only around half of the expected 1.7 million
in 2005, is down another 18 percent since 2007. Only $306,054 was
collected in revenue for admissions in 2009, the last year for
which public data is available.


FREDDIE MAC: Fannie & Freddie Recouped $20.9 Billion from Banks
---------------------------------------------------------------
The Financial Crisis Inquiry Commission reported that Fannie Mae
and Freddie Mac received $20.9 billion over about three years from
U.S. banks it forced to buy back shoddy mortgages, according to
American Bankruptcy Institute.

                         About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.

                          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 September 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.


GLOBAL GENERAL: Files Chapter 15 Petition in New York
-----------------------------------------------------
Global General & Reinsurance Co. filed a Chapter 15 bankruptcy
petition (Bankr. S.D.N.Y. Case No. 11-10327) in New York on
January 31, estimating debts and assets exceeding $100 million.

Simon Brincklow, as foreign representative of Global General, is
asking the Manhattan court to recognize the proceedings before the
High Court of Justice of England and Wales as the "foreign main
proceeding."  Mr. Brincklow said the British court sanctioned a
scheme of arrangement for some of Global General's businesses.
Global General wants creditors' actions in the United States
stayed to have effective implementation of the scheme in the U.S.

The proposed scheme, which was sanctioned by the British court on
Jan. 28, "addresses and resolves all of the company's existing and
future liabilities," excluding certain liabilities, such as those
covered in prior schemes, Mr. Brincklow said.

Global General has ceased underwriting and went into run-off in
October 2002.  When insurance or reinsurance companies enter into
run-off, they cease writing new business and seek to determine,
settle and pay all liquidated claims of their insureds either as
they arise, or, if possible, before they arise.  Typically, a run-
off of an insurance company will take 20 or more years to
complete.

Two schemes for different lines of General Global's insurance
business already have been recognized under Chapter 15.  Thomas
Klaus Freudenstein, as foreign representative of the two Scheme
Companies, filed voluntary Chapter 15 petitions for GLOBAL General
and its wholly owned subsidiary GLOBALE Ruckversicherrungs-AG
(Bankr. S.D.N.Y. Case Nos. 08-114939 and 08-014940) on December
10, 2008, estimating assets and debts of more than US$100 million
in the petition.  Howard Seife, Esq., at Chadbourne & Parke LLP,
represented Mr. Freudenstein in the Chapter 15 cases.

                        About GLOBAL General

Headquartered in London, GLOBAL General and Reinsurance Company
Limited is an insurance and reinsurance company formed in
April 16, 1940.  Between 1940 and 2002, GLOBAL General wrote a
wide array of reinsurance business in England.  The reinsurance
portfolio was underwritten in London, predominantly from the
early 1950's to the early 1980's.  The portfolio was mostly
accepted through placements made by London market brokers.  The
portfolio consists of facultative and treaty reinsurance, both
proportional and non-proportional, covering various classes
including, but not limited to, marine, non-marine and aviation.


GLOBAL GENERAL: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Petitioner: Simon Brincklow, as foreign representative

Chapter 15 Debtor: Global General and Reinsurance Company Limited
                   4 Eastcheap London, EC3M JAE
                   United Kingdom
                   England

Chapter 15 Case No.: 11-10327

Type of Business: The Debtor is a reinsurance group that
                  specializes in the development and
                  implementation of exit strategies, consulting
                  and realisation of commutations, claims
                  management and collection of receivables.

Chapter 15 Petition Date: January 31, 2011

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

Judge: Robert D. Drain

Petitioner's
Counsel:          Howard Seife, Esq.
                  CHADBOURNE & PARKE LLP
                  30 Rockefeller Plaza
                  New York, NY 10112
                  Tel: (212) 408-5361
                  Fax: (212) 541-5369
                  E-mail: hseife@chadbourne.com

Estimated Assets: More than $100,000,000

Estimated Debts: More than $100,000,000

The petition was signed by Simon Brincklow, as foreign
representative of Global General.


GREAT ATLANTIC & PACIFIC: Pine Plaza Wants to Pursue Claims
-----------------------------------------------------------
Pine Plaza Associates LLC asks the Bankruptcy Court to lift the
automatic stay to prosecute a claim against The Great Atlantic &
Pacific Tea Company Inc. and Pathmark Stores Inc.

Pine Plaza seeks indemnification from the Debtors in connection
with a lawsuit filed against it by a certain Michael Brescia, an
employee of ATV Inc., which was contracted by the Debtors to
provide maintenance services.  Mr. Brescia figured in an accident
while doing maintenance work for the Debtors at a shopping center
owned by Pine Plaza.

Pursuant to a lease contract with the Debtors, Pine Plaza is
entitled to indemnification for any liability from the Debtors'
use of the leased facility.  The lease also requires Pathmark to
provide Pine Plaza with insurance for any incident resulting in
physical injury and property damage at the leased facility.

Joseph D'Ambrosio, Esq., at Ford Marrin Esposito Witmeyer &
Gleser LLP, in New York -- jdambrosio@fmew.com -- says the
lifting of the automatic stay won't harm anyone or interfere with
the bankruptcy cases since Pine Plaza only seeks to recover its
claims from the Debtors' available insurance policies.

Those policies include an insurance policy the Debtors purchased
from the National Union Fire Insurance Company, which provides
coverage for claims on account of personal and bodily injuries
and claims for contractual indemnification.  It contains a self-
insured retention of $750,000, pursuant to which the Debtors have
retained the first $750,000 of any loss under the policy, Mr.
D'Ambrosio explains.

The Court will hold a hearing on March 8, 2011, to consider the
request.  The deadline for filing objections is March 1, 2011.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White
Plains.

As of September 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREAT ATLANTIC & PACIFIC: Proposes Lease Rejection Protocol
-----------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors ask the Bankruptcy Court to approve expedited procedures
for the rejection or assumption of their executory contracts.

As of December 12, 2010, the Debtors are party to hundreds of
contracts, many of which are reportedly unfavorable to them.  As
part of their restructuring, the Debtors are evaluating the
contracts to determine which of them must be rejected or assumed.

"Expedited procedures for contract rejection and assumption are
appropriate and necessary to minimize the costs and
administrative burden on the Debtors' estates," said the Debtors'
lawyer, Paul Basta, Esq., at Kirkland & Ellis LLP, in New York.

The proposed procedures for the rejection of contracts require
the Debtors to file and serve a notice of rejection, which
identifies the contracts to be rejected, the proposed effective
date of the rejection for each contract which should not be
before the date of service of the notice, among other things.

Any person opposing the rejection of the contract is given at
least 10 days after service of the notice to file and serve a
written objection.

In case there is no objection, the rejection of the contract will
be deemed effective without further notice, hearing or court
order.  If an objection is filed and not withdrawn or resolved,
the Debtors will file a notice for a hearing to consider the
objection.

The contract will be rejected if the objection is overruled or
withdrawn.  Counterparties to the rejected contracts are required
to file a proof of claim by the later of the claims bar date to
be established in the Debtors' bankruptcy cases, or 30 days after
the effective date of the rejection.

Meanwhile, under the proposed process for the assumption of
contracts, the Debtors are required to file and serve a notice of
assumption, which identifies the contracts to be assumed, the
proposed effective date of the assumption, and the proposed cure
amount, among other things.

Any person opposing the cure amount or the proposed assumption is
required to file and serve a written objection no later than 10
days after service of the notice.

If an objection to the assumption is not timely filed, the
Debtors' proposed cure amount will be binding upon the non-debtor
party to the contract and will constitute a final determination
of the assumption.

If an objection is timely filed and not withdrawn or resolved,
the Debtors will file a notice for a hearing to consider the
objection.  The contract will be assumed if the objection is
overruled or withdrawn.

Details of the assumption and rejection procedures are contained
in the Debtors' proposed order, a copy of which is available for
free at http://bankrupt.com/misc/A&P_A&Rprocedures.pdf

The Bankruptcy Court will consider the request at the hearing
scheduled for February 1, 2011.

       Grays Ferry, et al. Oppose Proposed Rejection Date

Grays Ferry Partners LP ask the Court to deny approval of the
motion, saying the proposed process for rejecting the contracts
does not give assurance that possession of leased premises is
surrendered on the effective date of rejection.

"The motion seeks to set the effective date as the date of
service of the rejection notice.  However, the rejection date
cannot precede the date when possession of the premises is
surrendered," said Grays Ferry's lawyer, Michael Landis, Esq., in
Trevos, Pennsylvania.

Mr. Landis also said that the motion fails to address the manner
in which the properties at the premises Grays Ferry leased out to
Pathmark Inc., will be disposed of if their lease contract is
rejected.

"Property left at the premises by Pathmark may be leased from or
subject to the claims of third parties unknown to Grays Ferry,"
Mr. Landis says.  "Unless the rejection procedures provide a
mechanism to handle these claims, Grays Ferry may be saddled with
the burden of sorting out competing claims for the Debtors'
property."

Grays Ferry's objection drew support from other landlords
including Ocean Norse Realty LLC, Cape May Grocery Owners LLC,
BIT Holdings Fifty-Three Inc., BIT Investment Twenty-Seven LLC,
and Klingensmith Associates LLC, and from CWCapital Asset
Management LLC and ORIX Capital Markets LLC.

CWCapital and Orix Capital are special servicers for various
trusts which are the owners of, or secured lenders with respect
to, various properties leased to the Debtors.

The motion also drew flak from Jonathan Schultz, managing
principal of Onyx Equities LLC, who also criticized the proposed
rejection date.

"[Mr. Schultz] objects to the motion because the Debtors request
that the effective rejection date be the date set forth in the
rejection notice, without regard to whether or not the Debtors
will have surrendered possession of the premises by that date or
abandoned property therein," Sedgwick Jeanite, Esq., at White and
Williams LLP, in New York -- jeanites@whiteandwilliams.com --
relates.

Mr. Jeanite proposed that the rejection procedures be changed to
provide that the rejection date be the later of the Debtors'
stated rejection date or the date they actually turn over
possession of the leased facility; and any property remaining in
the leased facility after the rejection date be deemed abandoned
to the landlord, which will not be held liable to the Debtors or
any third party for that property.

Mr. Schultz was appointed by the U.S. District Court for the
District of New Jersey, as property receiver for Independence
Plaza, a shopping center in New Jersey where the Debtors lease
and operate one of their stores.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White
Plains.

As of September 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREAT ATLANTIC & PACIFIC: Proposes to Reject Grocery Haulers Deal
-----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors seek the Bankruptcy Court's permission to walk away from
their executory contract with Grocery Haulers Inc.

The contract, which expires on February 1, 2014, was originally
executed by Pathmark Inc. and Grocery Haulers in 1997, and was
assumed by the Debtors after acquiring Pathmark in 2007.

Pathmark tapped the services of Grocery Haulers to transport
merchandise to its grocery stores from the distribution centers
in Woodbridge, New Jersey, run by its supplier, C&S Wholesale
Grocers Inc.

"The Debtors' rejection of the contract will enable them to enter
into new interim transportation and trucking logistics
arrangements that will immediately save their estates significant
operating capital," says the Debtors' lawyer, Ray Schrock, Esq.,
at Kirkland & Ellis LLP, in New York.

The Debtors estimate that they would save between $10 million and
$15 million annually by rejecting the contract and transitioning
those services to another supplier at current-market pricing.

The contract will be rejected only after an alternative supplier
is in place, according to Mr. Schrock.

The Debtors have already solicited requests for bids from various
suppliers and are expecting to receive proposals by the end of
the month.  They intend to select one or more suppliers to
replace Grocery Haulers early next month and to begin
transitioning their logistics work by mid-February, relates Mr.
Schrock.

The Court will hold a hearing on February 1, 2011, to consider
approval of the motion.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White
Plains.

As of September 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREENBRIER COS: Thomson Horstmann No Longer Owns Any Securities
---------------------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on January 31, 2011, Thomson Horstmann & Bryant, Inc.,
disclosed that it does not beneficially owns any shares of
Greenbrier Cos.

                       About Greenbrier Cos.

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

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

                          *     *     *

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


GREENWOOD ESTATES: Plan Solicitation Period Extended to March 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
granted on January 26, 2011, the motion of Greenwood Estates MHC,
LLC, for the extension of its exclusive right to obtain
acceptances to its Plan from January 26, 2011, through and
including March 31, 2011.

As reported in the Troubled Company Reporter on January 31, 2011,
Greenwood has filed a proposed Plan of Reorganization.  The Plan
provides that distributions to the holders of allowed claims will
be sourced from funds realized from the continued operation of the
Debtor's business as well as from its existing cash deposits and
cash resources.  To the extent necessary, payments to Capmark
Finance, Inc., as well as other secured and unsecured creditors,
required under the Plan, may be made from the proceeds of the
refinancing or sale of the Debtor's manufactured home community,
consisting of 594 sites, situated on 96.358 acres located at 1598
US 31 South, Greenwood, Indiana.

                     About Greenwood Estates

Chicago, Illinois-based Greenwood Estates MHC, LLC, is the owner
of a manufactured community, consisting of 594 sites, situated on
96.358 acres located at 1598 US 31 South, Greenwood, Indiana.  The
Company filed for Chapter 11 bankruptcy protection on July 30,
2010 (Bankr. N.D. Ill. Case No. 10-33988).  Eugene Crane, Esq.,
Arthur G. Simon, Esq., and Scot R. Clar, Esq., at Crane, Heyman,
Simon, Welch & Clar, in Chicago, assist the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
assets of $28,601,206 and liabilities of $25,456,180 as of the
petition date.


HARRISBURG, PA: SEC Probes Over Muni Bond Disclosures
-----------------------------------------------------
The Financial Times' Nicole Bullock in New York reports that the
Securities and Exchange Commission is studying whether Harrisburg,
Pennsylvania, has provided the bond markets with enough
information about its troubled finances.  The FT notes the SEC in
2010 established an enforcement unit dedicated to "muni" bonds,
issued by states and local governments to raise money, and to
public pensions.

                Council Skip Meeting With Advisors

Last week, the Harrisburg City Council members refused to meet the
state's Act 47 coordinating team.

Fox 43's Craig Layne reports Council member Brad Koplinski was
joined by members Susan Brown Wilson, Eugenia Smith and Wanda
Williams in a joint news release voicing their opposition to the
meetings.  Mr. Koplinski said the group also got "some support"
from member Patty Kim.  Fox 43 also reported that the council
members said the meeting should be open to the public.

Romy Varghese, writing for Dow Jones Newswires, reports that the
Council's statement indicated that the consultants invited te
council members to meet in groups of two and three.  Under the
so-called Sunshine Act, meetings attended by four council members
would constitute a quorum and be subject to transparency
requirements, the council members said.

                        Mayor Blast Council

According to a January 26 statement posted on the city's Web site,
those council members "are either recent converts to public
disclosure or being fundamentally dishonest" when citing
transparency and openness as their reasoning.  The statement noted
that in November, the Council, led by Mr. Koplinski, urged the
Thompson Administration to meet with the Council's chosen
bankruptcy advisors "informally."  The meeting took place in
private, behind closed doors, just as the Council requested.  At
that time, there was no demand for public disclosure, transparency
or call for the meeting to be held at a City Council Legislative
Session.

The statement also said Mr. Koplinski was not restrained by a need
for openness when he met privately with Cravath, Swaine and Moore
with no public disclosure.  Although he claims it was a "different
kind of meeting" the public has no way of knowing what was
discussed or exactly what kind of private meetings Councilman
Koplinski believes are appropriate for Council members to hold.

The statement said it is important to note that the proposed
meeting was simply an opportunity for the Act 47 team members to
introduce themselves to the Council.  There was absolutely no
anticipation that any substantive policy discussions would be
held.

"The citizens of Harrisburg deserve an honest evaluation by
elected leaders of the best course for the City's future," said
Mayor Thompson.  "The refusal by the majority on Council to so
much as meet the Act 47 team members is inexcusable. It indicates
that they have made up their minds before all the facts have been
reviewed. After all, they were fine with private meetings with
their bankruptcy attorneys but have a different standard when it
comes to listening to alternative views."

According to Dow Jones, Chuck Ardo, spokesman for Mayor Thompson,
said the council's refusal reflects their commitment to file for
bankruptcy and not consider other options.

                    Cravath Report by March 31

Dow Jones notes the New York law firm hired by council, Cravath,
Swaine & Moore LLP, will present its report by March 31 in public,
according to Mr. Koplinski.

According to Dow Jones, Jamie Yates, spokeswoman for
Pennsylvania's Department of Community and Economic Development,
which oversees the distressed cities program known as Act 47, said
the consultant meetings are intended to be informative and
introductory for council members, and public forums will be
scheduled as the process gets underway.

"City council is an important part of this process and we
encourage them to become engaged," Ms. Yates said in an e-mail,
according to Dow Jones. "Without commitment from all parties, the
Act 47 process will struggle to move forward and, ultimately, it
is the city of Harrisburg that will suffer."

Pennsylvania has placed Harrisburg into its distressed
municipalities program and tapped a team of consultants to draft
and implement a recovery plan that must be approved by the mayor
and council.  Dow Jones says Novak Consulting Group of Cincinnati
is leading the team, which includes Bob O'Donnell of O'Donnell &
Associates, LLC, and representatives from the Pennsylvania Economy
League and the law firm of Stevens & Lee.

                 About Harrisburg, Pennsylvania

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The City Council of Harrisburg, Pennsylvania, voted 5-2 on
September 28, 2010, to seek professional advice on bankruptcy or
State oversight.  Harrisburg needed state aid to avoid default on
$3.3 million of bond payments this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.

In November 2010, the city council tapped Cravath, Swaine and
Moore LLP as debt restructuring advisors.  Cravath is working on
"pro bono" basis.


HOVNANIAN ENTERPRISES: Moody's Gives Caa2 to Proposed $150MM Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Hovnanian
Enterprises' proposed $150 million senior unsecured note offering
due 2015, proceeds of which will be used to retire a like amount
of existing senior unsecured and senior subordinated notes.  At
the same time, Moody's affirmed the company's Caa1 corporate
family and probability of default ratings, B1 rating on the first
lien senior secured notes, Caa1 rating on the second and third
lien senior secured notes, Caa2 rating on the senior unsecured
notes, Ca rating on the preferred stock, and SGL-3 speculative
grade liquidity rating.  The Caa3 rating on the existing senior
subordinated notes will be withdrawn upon repayment with the
proceeds of this offering.  The outlook remains negative.

Along with the issuance of the new senior unsecured notes,
Hovnanian is planning to sell approximately $50 million in common
stock and $75 million in tangible equity units.  In Moody's view,
these transactions enhance the company's liquidity by extending
its debt maturities and increasing its cash position, as well as
strengthen its balance sheet with the equity infusion.  As a
result, pro forma adjusted debt leverage improves to 124% from
132% at October 31, 2010.

                        Ratings Rationale

The Caa1 corporate family rating reflects Moody's expectation that
Hovnanian's cash flow generation, which became negative in fiscal
2009 and turned positive but remained weak in fiscal 2010, will be
followed by another year of cash burn in fiscal 2011, as the
company ramps up its lot purchases without any significant offset
from earnings.  In addition, the ratings consider the negative net
worth position, which Moody's anticipates will be further reduced
by continuing operating losses and impairment charges.  As a
result, adjusted debt leverage, already greatly elevated at an
estimated pro-forma 124%, is likely to climb even further.
Finally, Moody's is projecting that the company will continue
generating quarterly operating losses well into fiscal 2011.

At the same time, the ratings are supported by the company's
satisfactory albeit weakening unrestricted current cash position
of about $359 million at October 31, 2010, the equity infusion,
the lack of any financial maintenance covenants going forward, and
absence of any material near-term debt maturities until 2014.

The negative rating outlook reflects risks that the housing
recovery that underpins Hovnanian's current operating strategy may
occur after the company's shrinking cash position, lack of a
revolver, and bloated capital structure place it in an
unsustainable financial situation.

These rating actions were taken:

* Caa2 (LGD5, 78%), assigned to the proposed new $150 million
  senior unsecured notes due 2015;

* Caa1 corporate family rating affirmed;

* Caa1 probability of default rating affirmed;

* First lien senior secured notes due October 15, 2016, affirmed
  at B1 (LGD2, 24%);

* Second lien senior secured notes due May 1, 2013, affirmed at
  Caa1 (LGD4, 52%);

* Third lien senior secured notes due May 1, 2017, affirmed at
  Caa1 (LGD4, 52%);

* Senior unsecured notes, affirmed at Caa2 (LGD5, 78%);

* Preferred stock rating, affirmed at Ca (LGD6, 98%);

* The Caa3 (LGD6, 95%) rating on the senior subordinated notes
  will be withdrawn upon repayment with proceeds from the proposed
  new debt financing; and

* Speculative grade liquidity assessment, affirmed SGL-3.

All of K. Hovnanian Enterprises' debt is guaranteed by its parent
company, Hovnanian Enterprises, Inc. and its restricted operating
subsidiaries.

The ratings could be lowered if the company were to materially
deplete its cash reserves either through sharper-than-expected
operating losses or through a sizable investment or other
transaction.

The outlook could stabilize if the company were to generate
sizable amounts of operating cash flow, turn profitable on an
operating basis, or receive a significant additional infusion of
equity capital.

Established in 1959 and headquartered in Red Bank, New Jersey,
Hovnanian Enterprises, Inc. designs, constructs and markets
single-family detached homes and attached condominium apartments
and townhouses.  Revenue and consolidated net income for its
fiscal year ending October 31, 2010 were approximately
$1.4 billion and $3 million, respectively.


I-10 BARKER: Court Resets Hearing on Plan to February 10
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
reset the hearing on the I-10 Barker Cypress, Ltd.'s Plan of
Reorganization to February 10, 2011, at 11:45 a.m., at 515 Rusk
Street, Courtroom 401, 4th Floor, Houston, Texas 77002.

As reported in the Troubled Company Reporter on December 17, 2010,
I-10 Barker's proposed plan contemplate the sale of the Debtor's
83,000 square foot shopping center on 17.2 acres of commercial
land in Houston, Texas and the payment in full of all creditors.
The Property is 80% leased and has an appraised fair market value
of roughly $24 million.  New shares will be issued to the holders
of equity interests, in exchange for their existing interests
which will be canceled and extinguished.

                         About I-10 Barker

I-10 Barker Cypress, Ltd., is a Texas limited partnership with its
principal place of business in Houston, Harris County, Texas and
with offices in Houston, Harris County, Texas.  I-10 Baker owns an
83,000 square foot shopping center on 17.2 acres of commercial
land located in Houston, Texas.

Houston, Texas-based I-10 Barker Cypress, Ltd., filed for Chapter
11 bankruptcy protection on August 2, 2010 (Bankr. S.D. Tex. Case
No. 10-36582).  James B. Jameson, Esq., at James Jameson &
Associates, serves as counsel to the Debtor.  The Debtor disclosed
$25,020,145 in assets and  $17,967,067 in liabilities in its
Chapter 11 filing.


INTERNATIONAL LEASE: Fitch Rates $1-Bil. Senior Notes at 'BB'
-------------------------------------------------------------
Consistent with the action taken in a press release dated Dec. 2,
2010, Fitch Ratings has rated International Lease Finance Corp.'s
$1 billion senior unsecured notes 'BB'.

This rating action does not affect ILFC's long-term IDR of ' BB'
or other debt ratings.  The Rating Outlook for ILFC remains
Evolving.

Consistent with ILFC's overall financing plans, Fitch notes that
the net proceeds of approximately $976.4 million from the issuance
of these notes will be used for general corporate purposes,
including the repayment of existing debt obligations.

The notes rank equally in right of payment with existing senior
unsecured debt.  Covenants are consistent with previously issued
senior unsecured debt including a limitation restricting the
ability of ILFC to incur liens to secure indebtedness in excess of
12.5% of ILFC's consolidated net tangible assets.

Fitch assigns this rating to ILFC:

  -- $1 billion 8.25% senior unsecured notes due 2020 'BB'.

Fitch currently rates ILFC and its related subsidiaries:

ILFC

  -- Long-term IDR 'BB';
  -- Senior secured debt 'BBB-';
  -- Senior unsecured debt 'BB';
  -- Preferred stock at 'B'.

Delos Aircraft Inc.

  -- Senior secured debt 'BB'.

ILFC E-Capital Trust I

  -- Preferred stock 'B'.

ILFC E-Capital Trust II

  -- Preferred stock 'B'.


J CREW: S&P Downgrades Corporate Credit Rating to 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on New York City-based J. Crew Group Inc. to 'B' from 'BB-'
and removed the ratings from CreditWatch, where they were placed
with negative implications on Nov. 23, 2010.  The outlook is
stable.

At the same time, S&P assigned an issue-level rating of 'B' to the
company's term loan B with a recovery rating of '3', indicating
its expectation of meaningful (50%-70%) recovery in the event of a
payment default.  Also, S&P assigned an issue-level rating of
'CCC+' to the unsecured notes with a recovery rating of '6',
indicating its expectation of negligible (0%-10%) recovery in the
event of a payment default.

The ratings on J. Crew Group reflect the highly leveraged capital
structure, with thin cash flow protection measures as a result of
the LBO by TPG and Leonard Green.  S&P anticipates that leverage
will likely be in the upper-6x range over the near term, with
interest coverage below 2x.  This leverage overshadows the
company's fair business risk profile with its good position in the
specialty apparel retail segment.


KALISPEL TRIBAL: Moody's Assigns 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B2 Probability of Default Rating to the Kalispel Tribal
Economic Authority.  A B2 was also assigned to the company's
proposed $205 million senior secured bank term loan and $5 million
senior secured revolver.  The rating outlook is stable.

KTEA was established by The Kalispel Tribe of Indians to conduct
and regulate economic development and non-governmental activities
for the Tribe.  KTEA operates the Tribe's Northern Quest Resort &
Casino located near Spokane, Washington.  The net proceeds from
KTEA's proposed term loan will be used primarily to refinance the
company's existing credit facility.

New Ratings Assigned:

* Corporate Family Rating at B2

* Probability of Default Rating at B2

* $5 million senior secured 4-year revolving credit facility at B2
  (LGD 4, 51%)

* $205 million senior secured 6-year term loan at B2 (LGD 4, 51%)

Ratings Rationale:

KTEA's B2 Corporate Family Rating reflects its single asset
profile and small size in terms of revenue and cash flow.  Moody's
estimate annual net revenues in each of the next two years to be
less than $200 million.  The ratings also reflect the unique risks
common to Native American gaming issuers.  These risks include
large annual cash distributions from KTEA to the Tribe and the
high degree of uncertainty regarding the enforceability of claims.

The ratings are supported by KTEA's high EBIT margins, good
liquidity profile and solid credit metrics.  While the KTEA's
credit metrics would typically be considered strong for a B2 rated
company, given its small size and single asset profile, Moody's
views the company's credit metrics as adequate.  Pro forma for
KTEA's proposed $205 million term loan and $5 million revolver,
Moody's expects KTEA's debt/EBITDA -- including the $55 million of
priority distribution bonds issued by the Tribe -- to remain under
4.5 times.

The stable rating outlook reflects Moody's anticipation that
KTEA's EBIT margins and credit metrics will remain solid over the
long-term.  The stable outlook also incorporates Moody's
expectation that KTEA will maintain its position as the most
convenient casino facility in the Spokane market.

Ratings could ultimately be considered for an upgrade if KTEA's
operating performance improves to a point where EBIT/interest
expense exceeds 4.0 times and debt/EBITDA approaches 3.0 times.
However, the company's small scale and limited diversification
would likely limit the degree of any ratings improvement.

Ratings could be downgraded if operating performance or liquidity
deteriorates for any reason.  Additionally, if debt/EBITDA is not
maintained below 5.5 times and EBIT/interest expense drops below
1.25 times, there could be negative pressure on the ratings or
rating outlook.

This is a first time rating on KTEA.

The Kalispel Tribe of Indians established the Kalispel Tribal
Economic Authority in 2007 with the power to conduct and regulate
economic development and non-governmental activities for the
Tribe.  KTEA operates the Tribe's Northern Quest Resort & Casino
located near Spokane, Washington.


KOHLBERG CAPITAL: Repays BMO Loan Before Forbearance Expiry
-----------------------------------------------------------
Kohlberg Capital Corporation and Kohlberg Capital Funding LLC I, a
special purpose, bankruptcy-remote, wholly owned subsidiary of
Kohlberg Capital Corporation, said they have repaid in full the
outstanding balance under a revolving credit facility with BMO
Capital Markets Corp., Deutsche Bank AG and other lender parties
in advance of its scheduled forbearance date of February 28, 2011.
As a result, the Company has no outstanding indebtedness and the
Lender Parties have released to the Company roughly $73 million of
collateral previously securing the revolving credit facility and
have also paid a $2 million cash settlement to the Company.

As of September 30, 2010, the Company had an outstanding balance
of $137 million under its revolving credit facility with the
Lender Parties.  To pay off the revolving credit facility, the
Company utilized proceeds received from the paydown, amortization
or sale of portfolio loan investments totaling roughly $133
million together with available cash.  The negative impact on net
asset value from the sale and other activities undertaken to fully
pay off the revolving credit facility, relative to the Company's
September 30, 2010 quarter-end fair value, was roughly 1.9%.

On September 20, 2010, the Company entered into a forbearance and
settlement agreement relating to their revolving credit facility
with the Lender Parties to settle all outstanding claims asserted
in connection with Company-initiated credit facility litigation.
Subject to the terms and conditions of the settlement, the Lender
Parties agreed to refrain from exercising any right or remedy
relating to previously alleged termination events under the credit
facility through February 28, 2011 and also agreed to reset the
interest rate on outstanding borrowings during the forbearance
period to originally stated terms.

The parties further agreed to a mutual release of claims
conditioned, in the case of the Lender Parties' release, on the
payment in full on or prior to February 28, 2011 of the amounts
outstanding under the credit facility, and, upon such payment, the
Lender Parties have agreed to remit to the Company a cash
settlement payment of $2 million or to credit this amount toward
the amounts outstanding under the credit facility. As the Company
has satisfied these conditions prior to the end of the forbearance
term, the Company has collected a $2 million cash settlement and
is currently operating fully unlevered.

Dayl Pearson, the Company's President and Chief Executive Officer,
commented: "The complete de-levering of our balance sheet with
minimal impact to our most recently reported net asset value is an
important milestone for the Company. Removing the cloud of
uncertainty regarding our ability to pay off the facility prior to
the end of the forbearance date with minimal impact to our NAV is
crucial to our Company because it provides us operational
flexibility to establish the future growth track for the Company.
We also believe that our remaining investments are currently
providing a reasonable yield from which to pay future dividends."

                       About Kohlberg Capital

New York-based Kohlberg Capital Corporation (Nasdaq:KCAP) --
http://www.kohlbergcapital.com/-- is a publicly traded,
internally managed business development company.  Its middle
market investment business originates, structures, finances and
manages a portfolio of term loans, mezzanine investments and
selected equity securities in middle market companies.  Its wholly
owned portfolio company, Katonah Debt Advisors, manages CLO Funds
that invest in broadly syndicated corporate term loans, high-yield
bonds and other credit instruments.


LENNY DYKSTRA: Former Mansion Sold for Undisclosed Amount
---------------------------------------------------------
CNBC correspondent Jane Wells reports that the hilltop mansion
that Lenny Dykstra bought from Wayne Gretzky for $17.5 million in
2007 has been sold to an unnamed buyer for an undisclosed amount.
The report says the home was sold by Jeff Smith of Index
Investors, the second lienholder, who bought the country club
estate out of foreclosure last fall.

CNBC relates Mr. Smith moved to foreclose on Mr. Dykstra in the
summer of 2009 after claiming he had loaned the former World
Series champion around $600,000.  He said Mr. Dykstra had paid
none of the money back and also owed hundreds of thousands of
dollars in interest.

CNBC notes that while the house was previously on the market for
$10.5 million, less than the first mortgage, sources say Mr. Smith
made out very well in the transaction.

                        About Lenny Dykstra

Lenny Dykstra is a former Major League Baseball all-star player.
He was center fielder for the New York Mets and Philadelphia
Phillies.  He filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 09-18409) on July 7, 2009, in Woodland Hills,
California.  The Law Office of M. Jonathan Hayes, in Northridge,
California, represents the Debtor.  The Debtor estimated up to
$50,000 in assets and $10 million to $50 million in debts in his
Chapter 11 petition.

A Chapter 11 trustee was appointed in September 2009, and the case
was converted to a liquidation in Chapter 7 on November 20, 2009.
The trustee -- Arturo M. Cisneros -- was investigating the
disposition of personal property both before and after the Chapter
11 filing.

In August 2010, Mr. Cisneros stepped down as Chapter 7 trustee
following issues with his failing to disclose the extent of his
business with J.P. Morgan Chase & Co., which happens to be largest
creditor in Mr. Dykstra's case.


LONGYEAR PROPERTIES: Wants Plan Filing Exclusivity Until April
--------------------------------------------------------------
Longyear Properties, LLC, has requested the U.S. Bankruptcy Court
for the District of Massachusetts to extend its exclusive right to
file a reorganization plan in its Chapter 11 case to April 20,
2011, and its exclusive right to obtain acceptances of that plan
to June 19, 2011.

In its motion, the Debtor disclosed that it is in the process of
negotiating a settlement with its secured lender and the
condominium association, and it requires additional time to
formulate and negotiate a plan of reorganization and adequate
disclosure.  The Debtor says the Debtor's creditors generally will
not be disadvantaged by the requested extension.

This is the first extension requested by the Debtor.

                   About Longyear Properties, LLC

Norwood, Massachusetts-based Longyear Properties, LLC, was formed
in 1996 for the purpose of developing residential property known
as "Longyear at Fisher Hill" located at 120 Seaver Street, in
Brookline, Massachusetts, from a single-family home to a
residential condominium comprising forty three units.  The Company
filed for Chapter 11 bankruptcy protection on September 22, 2010
(Bankr. D. Mass. Case No. 10-20326).  Stewart F. Grossman, Esq.,
Pamela A. Harbeson, Esq., and Heather Zelevinsky, Esq., at Looney
& Grossman LLP, in Boston, represents the Debtor.  In its
schedules, the Debtor disclosed $14,790,980 in assets and
$13,576,208 in liabilities as of the Petition Date.


MAINLAND INN: Owner Files for Chapter 7; Sale Delayed
-----------------------------------------------------
Kristen MacBeth at BankruptcyHome.com reports that Wendy Jonas,
who co-owns the Mainland Inn restaurant in Lower Salford,
Pennsylvania, filed for Chapter 7 protection in the U.S.
Bankruptcy Court for the Eastern Pennsylvania.  The bankruptcy
filing delayed a proposed sale of the restaurant, which is co-
owned by Ms. Jonas and her husband, Donald.

According to the report, the restaurant closed last summer after
22 years of operation.  First Savings Bank of Perkasie began
foreclosure proceedings on August 25 last year, after the couple
defaulted on a nearly $1.3 million loan.

BankruptcyHome reports that a notice for a sale of the property
was issued on Nov. 22, 2010.  Jeffrey Trauger, a bankruptcy
attorney who represents First Savings Bank, said the lenders hope
the delay will give the couple enough time to find a buyer for the
business and property.  The sale date has been postponed until
late April, according to the report.


MEDIMPACT HOLDING: Moody's Keeps Ratings After Merger Report
------------------------------------------------------------
Moody's Investors Service commented that there is no change to
MedImpact Holding, Inc.'s ratings (B3 Corporate Family Rating and
Caa2 senior secured notes) or stable outlook following the recent
announcement of a potential merger between Harvard Pilgrim
Healthcare, a significant customer of MedImpact, and Tufts Health
Plan.  At this time, it's too early to determine the impact of a
merger, should it occur.  Moody's understands that Tufts currently
uses CVS/Caremark for its pharmacy benefits management services.
Because Harvard Pilgrim is a key customer of MedImpact, Moody's
will continue to monitor the situation closely.  A termination of
this contract could be material to the company's credit profile.

MedImpact Healthcare Systems, Inc., a wholly-owned operating
subsidiary of MedImpact Holdings, Inc., is a pharmacy benefit
management company headquartered in San Diego, California.

The last rating action for MedImpact was taken on January 26,
2011, when the B3 CFR and Caa2 senior secured note rating were
assigned.


MEXICO FARMS: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mexico Farms, LLC
        11600 River Road
        Cumberland, MD 21502

Bankruptcy Case No.: 11-11622

Chapter 11 Petition Date: January 28, 2011

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Justin M. Reiner, Esq.
                  PELS ANDERSON LLC
                  4833 Rugby Ave Fourth Fl
                  Bethesda, MD 20814
                  Tel: (301) 986- 5570
                  E-mail: jreiner@pallaw.com

Scheduled Assets: $2,796,328

Scheduled Debts: $10,743,273

A list of the Company's 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mdb11-11622.pdf


MINNESOTA: Gov. Dayton Against State Bankruptcy
-----------------------------------------------
Workday Minnesota reports that Minnesota Governor Mark Dayton ius
opposing former Governor Tim Pawlenty's suggestion to declare
bankruptcy so Minnesota could avoid its pension liabilities and
other debts.

Gov. Dayton, who serves on the Executive Committee of the National
Governor's Association, said he supports a statement issued by
Washington Governor Chris Gregoire and Nebraska Governor Dave
Heineman, Chair and Vice Chair of the NGA.

"The nation's governors strongly oppose federal proposals to
provide states with bankruptcy protection," the statement said.

"Allowing states to declare bankruptcy is not an authority state
leaders have asked for nor would they use.  The mere existence of
a law allowing states to declare bankruptcy only serves to
increase interest rates, raise the costs of state government and
create more volatility in financial markets."

According to the report, while Minnesota faces a $6.2 billion
deficit in the next biennium, Gov. Dayton said he is committed to
balancing the budget, as required in the State Constitution, using
a fair and balanced approach.  He said filing for bankruptcy to
avoid pension liabilities would not be a viable option for
Minnesota.

                 Bankruptcy for States Proposal

As reported in the Jan. 24, 2011 edition of the Troubled Company
Reporter, Newt Gingrich, the former speaker of the House of
Representatives, is pushing for legislation that would allow U.S.
states to file for bankruptcy.  Mr. Gingrich, a Republican party
figure and a potential presidential candidate for 2012, told
Reuters that the legislation will likely be introduced in Congress
within the next month.  Mr. Gingrich has championed on a move to
change federal law that would let states file for bankruptcy in
order to handle their long-term budget problems despite resistance
from states and investors in the $2.8 trillion municipal bond
market.  Currently, Chapter 9 of the Bankruptcy Code, which allows
Cities, counties and other units of local government units to
restructure their debts, doesn't include states.

States have reported $140 billion of budget gaps for fiscal 2012
as the worst recession since the 1930s cut tax receipts by the
largest amount on record, Bloomberg News reported, citing the
Center on Budget and Policy Priorities, a Washington research
group.

Bloomberg adds that with federal payments under the 2009 economic
stimulus law coming to an end, states must find new ways to meet
their fiscal obligations.  Fewer than half of state pension funds
had assets to pay for 80% of promised benefits in the 2009 fiscal
year, according to data compiled by Bloomberg.

The Republican party won control of the House in mid-term
elections in November.  However, Democrats still control the
Senate and the White House.


MINOR FAMILY: Court Extends Plan Exclusivity Until May 2
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia has
extended Minor Family Hotels, LLC's exclusive period to file a
plan and solicit acceptances of such plan to May 2, 2011, and July
1, 2011, respectively.

                        About Minor Family

Charlottesvile, Virginia-based Minor Family Hotels, LLC, is the
owner of the Landmark Hotel project in downtown Charlottesville,
Virginia.  Minor Family filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Va. Case No. 10-62543) on September 1, 2010.  Richard
C. Maxwell, Esq., and B. Webb King, Esq., at Woods Rogers PLC, in
Roanoke, Va., serve as bankruptcy counsel.  Minor Family estimated
assets and debts at $10 million to $50 million in its Chapter 11
petition.

As reported by the Troubled Company Reporter on September 3, 2010,
Dow Jones' DBR Small Cap said Minor Family Hotels filed for
Chapter 11 protection to resolve "burdensome" lawsuits that have
delayed the hotel's construction.  Eight lawsuits have been filed
in connection with the project.


MINOR FAMILY: Committee Wins Nod to Tap Kutak Rock as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia has
granted the official committee of unsecured creditors in the
Chapter 11 case of Minor Family Hotels, LLC permission to employ
Kutak Rock LLP as its attorneys.

Kutak Rock will:

a. advise the Committee with respect to its powers and duties with
   regard to the Debtor's bankruptcy case;

b. advise and consult on issues raised during the pendency of the
   Chapter 11 case;

c. take all necessary action including negotiation, preparing
   appropriate pleadings, motions, applications, orders, reports
   and papers necessary or otherwise beneficial to the interests
   of the Committee; and

d. perform all other necessary or otherwise beneficial legal
   services for the Committee in connection with the Debtor's
   Chapter 11 case.

Kutak Rock will apply for compensation for professional services
rendered and reimbursement of expenses incurred in connection with
the Debtor's Chapter 11 case in compliance with the applicable
provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local
Bankruptcy Rules, guidelines established by the Office of the
United States Trustee, and applicable procedures and orders of the
Court.

The Bankruptcy Court is satisfied that the firm represents no
interest adverse to the estate and that it is a "disinterested
person" as that term is defined under Sec. 101(14) of the
Bankruptcy Code.

The firm can be reached at:

   Craig Benson Young, Esq.
   Kimberly A. Pierro, Esq.
   KUTAK ROCK LLP
   Bank of America Center
   1111 East Main Street, Suite 800
   Richmond, VA 23219-3500
   Tel: (804) 644-1700
   Fax: (804) 783-6192

                        About Minor Family

Charlottesvile, Virginia-based Minor Family Hotels, LLC, is the
owner of the Landmark Hotel project in downtown Charlottesville,
Virginia.  Minor Family filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Va. Case No. 10-62543) on September 1, 2010.  Richard
C. Maxwell, Esq., and B. Webb King, Esq., at Woods Rogers PLC, in
Roanoke, Va., serve as bankruptcy counsel.  Minor Family estimated
assets and debts at $10 million to $50 million in its Chapter 11
petition.

As reported by the Troubled Company Reporter on September 3, 2010,
Dow Jones' DBR Small Cap said Minor Family Hotels filed for
Chapter 11 protection to resolve "burdensome" lawsuits that have
delayed the hotel's construction.  Eight lawsuits have been filed
in connection with the project.


MK CUSTOM: Wants Case Dismissal as Property Sold
------------------------------------------------
MK Custom Residential Construction, LLC, asks the U.S. Bankruptcy
Court for the District of Arizona to dismiss its Chapter 11 case,
subject only to final payment of all outstanding amounts and owing
to the United States Trustee.

MK Custom says the property subject to its Chapter 11 proceeding
has been sold to claimant and first lien holder, ML Manager, LLC,
at a trustee's sale on December 14, 2010.

The Debtor tells the Court that there are no further assets in the
estate and there remain no other no other creditors to be
satisfied from this reorganization.

              About MK Residential Construction, LLC

Phoenix, Arizona-based MK Custom Residential Construction, LLC,
filed for Chapter 11 on December 10, 2009 (Bankr. D. Ariz. Case
No. 09-31909).  Jerry L. Cochran, Esq., at Cochran Law Firm, PC
represents the Debtor in its restructuring effort.  In its
schedules, the Debtor disclosed $10,000,000 in assets and
$10,122,224 in liabilities as of the petition date.


MSR RESORT: Grand Wailea, 4 Others Sent to Chapter 11
-----------------------------------------------------
MSR Resort Golf Course LLC and its affiliates, which own The Grand
Wailea Resort Hotel & Spa in Hawaii and four other luxury resorts,
filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No.
11-10372) in Manhattan on February 1.

Junior lenders led by Paulson & Co., one of the world's biggest
hedge funds with $36 billion of assets under management, seized
the resorts from Morgan Stanley's real estate funds on January 28,
then four days later, sent the resorts to Chapter 11.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, according to court filings.  Consolidated
revenues for the three months ending December 31, 2010, were
approximately $121 million.  Consolidated 2010 annual revenues
were approximately $465 million.

The resorts filed customary first-day motions, seeking court
permission to continue customer programs and pay employee wages,
management fees and utilities.  They also asked to use cash
collateral of lenders to pay suppliers and service providers.

                       Paulson Acquisition

Prepetition CNL-AB LLC acquired the equity interests in a
portfolio of eight iconic U.S. resort properties with over 5,500
guest rooms known as MS Resorts through a foreclosure proceeding
on January 28, 2011.

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.  The joint venture held
junior debt that helped finance Morgan Stanley's 2007 purchase of
CNL Hotels & Resorts Inc., positioning them to foreclose when
Morgan Stanley defaulted.  The membership interests were pledged
as security under the $200 million loan.

The eight properties are Grand Wailea Resort and Spa, Arizona
Biltmore Resort and Spa, La Quinta Resort and Club and PGA West,
Doral Golf Resort and Spa, Claremont Resort and Spa, Ritz Carlton
Grande Lakes, JW Marriott Grande Lakes, and JW Marriott Desert
Ridge.

In conjunction with the acquisition, CNL-AB LLC completed a
comprehensive restructuring at the corporate level, resulting in
the effective elimination of $800 million of debt and preferred
equity, an important step in the overall recapitalization of the
Company's assets.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature February 1 were filed for Chapter 11
protection by the Paulson and Winthrop joint venture affiliates.
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.  This filing provides the new owner with the opportunity to
further restructure the Company's debt at the property level and
to improve operations during a time of recovering fundamentals in
the hospitality industry.

The filing does not involve the Ritz Carlton Grande Lakes,
JW Marriott Grande Lakes, or JW Marriott Desert Ridge, which are
currently controlled by Capital Trust, Inc. and its affiliates.

                         Business as Usual

CNL said the bankruptcy filings have no impact on the management,
staff or operations of the resorts, which will continue to provide
the same uninterrupted level of luxury service and experience to
guests, resort members and other customers, and remain committed
to their local communities.  In addition, Pyramid Hotel Group will
continue to act as asset manager for the eight resorts, providing
continuity to the operation and management for all stakeholders in
the portfolio.

Michael Barr, Portfolio Manager at Paulson & Co. Inc., said, "We
and our partners are excited to be owners of some of the world's
most desirable resorts and look forward to providing new
sponsorship to maximize the value of these irreplaceable assets."

              Events Leading to Bankruptcy Protection

The Paulson group placed the resorts in Chapter 11 after failing
to reach an agreement on a debt extension with trusts overseeing a
securitized mortgage.  A $1 billion mortgage backed by five of the
former CNL properties and $525 million of mezzanine loans matured
February 1.  Midland Loan Services, a unit of Pittsburgh-based PNC
Financial Services Group Inc., is the special servicer for the
loans that matured.

In 2009, the five Resorts and related assets produced
approximately $433 million in consolidated revenues and
approximately $46.4 million in adjusted net operating income
compared to approximately $588.3 million and $153.2 million,
respectively, in 2007.

Daniel Kamensky, secretary and treasurer of the Debtors said,
"This decline in revenue and net operating income corresponded to
the economic decline in the United States and the world through
this period.  The Debtors' irreplaceable assets were not immune to
the economic turmoil that reduced travel and business and consumer
spending through this period."

Since October 2009, the previous owners of the Debtors and their
non-Debtor affiliates had been attempting, in a variety of ways,
to address cash shortfalls and recapitalize the Debtors' debt
structure in a consensual manner.  Despite these significant
efforts, no viable solution was produced by the previous owners
and progress had stalled, Mr. Kamensky said.

In January 2011, however, CNL-AB took a significant step toward a
comprehensive restructuring of the Debtors' balance sheet,
reaching an agreement with the prior equity holders and the other
corporate mezzanine lenders that effectively eliminated $600
million of mezzanine debt and eliminated the obligation to pay
$200 million in structurally subordinated preferred equity.  As a
result of this recent progress, the Debtors (and CNL-AB) are
optimistic that, given a reasonable opportunity, they will be able
to broker an agreement with the Debtors' remaining constituencies
on the terms of a consensual restructuring of the Debtors'
outstanding indebtedness.

CNL-AB's most pressing concern as new indirect parent of each of
the Debtors was the imminent maturity of approximately $1.5
billion of the Debtors' secured debt on February 1, 2011, i.e., a
mere four days following the completion of the foreclosure.  Given
that limited time period, CNL-AB cooperated with the previous
owners of the Debtors prior to the foreclosure in an attempt to
obtain limited extensions of the maturities of the Debtors' loans
to facilitate continued negotiations on the terms of a consensual
restructuring after the foreclosure was completed.

"Unfortunately, given their numerous creditor constituencies, and
the timing of the impending maturity date, the Debtors were unable
to achieve a limited extension of the loan maturities obligations
and were left in a position where they would have been unable to
pay all of their debts when due.  Accordingly, in order to protect
and preserve their assets from disruption, confusion, and
deterioration of value, the Debtors commenced these chapter 11
cases," Mr. Kamensky said.

                          DIP Financing

Because of the limited time between the foreclosure and the
impending maturity date of the Mortgage Loan and Mezzanine Loans,
the Debtors have not had sufficient time to adequately canvass the
market-place for debtor-in-possession financing, which may be
necessary to fund working capital during the pendency of these
cases, Mr. Kamensky said. However, to ensure a smooth transition
and show renewed sponsorship in the assets, affiliates of Paulson
have committed to provide a $30 million debtor-in-possession loan
that would be junior and not seek to prime any of the liens of the
Mortgage Loan.

The Debtors intend to use the Paulson commitment as a "back-stop"
while they continue, through their financial and legal advisors,
to seek the most advantageous postpetition financing terms. The
proceeds of the debtor-in-possession financing will be used to
ensure payment of interest to the Mortgage lender and other
administrative claims.

                    Restructuring Under Chapter 11

"The recent change to the ultimate equity ownership of the Debtors
necessitates a reasonable period for CNL-AB to undertake the
required analyses, engage with the Debtors' constituents, and
develop an appropriate restructuring strategy," Mr. Kamensky said.

The Paulson and Winthrop group will need approval from other
lenders to restructure the debt, said Harris Trifon, an analyst
for Deutsche Bank Securities Inc. in New York, according to
Bloomberg News.

"Over the last few weeks, holders of the mezzanine debt have
battled for control of the five properties," Mr. Trifon wrote in a
report January 31.  Secured-debt holders probably will be fully
repaid and the mortgage loan likely will be extended two years
once it is restructured, he said.

                         About MSR Resorts

MSR Resorts and its affiliates constitute a business enterprise
that invests in, owns and operates five iconic luxury resort
properties with related real estate properties and amenities,
including 14 separate golf courses, over 35 food and beverage
outlets, and over 432,000 square feet of meeting space in the
United States.  The resorts are: (a) the Grand Wailea Resort Hotel
& Spa in Maui, Hawaii; (b) the La Quinta Resort & Club and PGA
West in La Quinta, California; (c) the Arizona Biltmore Resort &
Spa in Phoenix, Arizona; (d) the Doral Golf Resort & Spa in Miami,
Florida; and (e) the Claremont Hotel Club & Spa in Berkeley,
California.


MSR RESORT: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: MSR Resort Golf Course LLC
        aka PGA West & Citrus Club
        c/o CNL-AB LLC
        1251 Avenue of the Americas
        New York, NY 10020

Bankruptcy Case No.: 11-10372

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     MSR Resort Silver Properties, LP           11-10373
     MSR Claremont Resort, LP                   11-10374
     MSR Resort Hotel, LP                       11-10375
     MSR Resort SPE GP LLC                      11-10376
     MSR Resort Senior Mezz LLC                 11-10377
     MSR Resort Sub Senior Mezz LLC             11-10378
     MSR Resort Intermediate Mezz LLC           11-10379
     MSR Resort Sub Intermediate Mezz LLC       11-10380
     MSR Desert Resort, LP                      11-10381
     MSR Grand Wailea Resort, LP                11-10382
     MSR Biltmore Resort, LP                    11-10383
     MSR Resort SPE GP II LLC                   11-10384
     MSR Resort Senior Mezz, LP                 11-10385
     MSR Resort Senior Mezz GP, LLC             11-10386
     MSR Resort Sub Senior Mezz, LP             11-10387
     MSR Resort Sub Senior Mezz GP, LLC         11-10388
     MSR Resort Intermediate Mezz, LP           11-10389
     MSR Resort Intermediate Mezz GP, LLC       11-10390
     MSR Resort Sub Intermediate Mezz, LP       11-10391
     MSR Resort Sub Intermediate Mezz GP, LLC   11-10392
     MSR Resort Desert Real Estate, Inc.        11-10393
     MSR Resort Biltmore Real Estate, Inc.      11-10394
     MSR Resort REP, LLC                        11-10395
     MSR Resort Senior MREP, LLC                11-10396
     MSR Resort Sub Senior MREP, LLC            11-10397
     MSR Resort Sub Intermediate MREP, LLC      11-10398
     MSR Resort Intermediate MREP, LLC          11-10399
     MSR Resort Ancillary Tenant, LLC           11-10400
     MSR Resort Lodging Tenant, LLC             11-10401

Type of Business: MSR Hotels & Resorts, formerly known as CNL
                  Hotels & Resorts Inc., owns a portfolio of
                  eight luxury hotels including the Arizona
                  Biltmore Resort & Spa in Phoenix, the
                  Ritz-Carlton in Orlando, Fla. and Hawaii's
                  Grand Wailea Resort Hotel & Spa in Maui.

Chapter 11 Petition Date: February 1, 2011

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

Bankruptcy Judge: Sean H. Lane

Debtors'
Counsel:          James H.M. Sprayregen, P.C., Esq.
                  Paul M. Basta, Esq.
                  Edward O. Sassower, Esq.
                  Chad J. Husnick, Esq.
                  KIRKLAND & ELLIS, LLP
                  601 Lexington Avenue
                  New York, NY 10022
                  Tel: (212) 446-4800
                  Fax: (212) 446-4900
                  E-mail: james.sprayregen@kirkland.com
                          pbasta@kirkland.com
                          edward.sassower@kirkland.com
                          chad.husnick@kirkland.com


Debtors'
Financial
Advisor:          HOULIHAN LOKEY CAPITAL, INC.
                  1930 Century Park West, Suite 200
                  Los Angeles, CA 90067
                  Tel: (310) 553-8871
                  Fax: (310) 553-2173

Debtors'
Claims
Agent:            KURTZMAN CARSON CONSULTANTS LLC
                  2335 Alaska Avenue
                  El Segundo, CA 90245
                  Tel: (888) 733-1416

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion

The petition was signed by Daniel Kamensky, manager, secretary &
treasurer.

Debtor's List of 30 Largest Unsecured Creditors:

Entity/Person                  Nature of Claim      Claim Amount
-------------                  ---------------      ------------
Hilton Hotels Corporation        Contract             $13,401,290
c/o Hilton Chicago
720 South Michigan Avenue
Chicago, Illinois

Miller Buckfire                  Contract              $8,063,447
601 Lexington Avenue
22nd Floor
New York, New York 10022

Marriott International           Contract              $7,541,067
Manager of Global Finance
Services
10400 Fernwood Road
Bethesda, Maryland 20817

Specialty Risk Services, LLC     Contract              $4,388,241
55 Farmington Avenue
Suite 501
Hartford, Connecticut 06105

Crowne Point Partners, LLC       Contract              $1,750,000
17700 SW Upper Boones
Ferry Road
Suite 100
Portland, Oregon 97224

Amway                            Advance Deposit       $1,456,831
7575 Fulton Street East
Mailcode 77-3 D
Ada, Michigan 49355-0001

Kerry William Rose & Elizabeth   Contract              $1,400,000
Erene Evers-Rose
2626 East Arizona Biltmore
Circle, Unit #7
Phoenix, Arizona 85016

Pyramid Acquisition II           Contract              $1,336,500
Management L.P.
One Post Office Square
Suite 3100
Boston, Massachusetts 02109

MS Resort Holdings LLC           Trade                 $1,312,824
1585 Broadway
37th Floor
New York, New York

Wyndham Worldwide                Advance Deposit       $1,127,612
3700 Fox Hill Road
North Little Rock
Arkansas 72116

Arizona Biltmore Hotel Villas    Contract              $1,012,500
Condominiums Association
P.O. Box 39242
Phoenix, Arizona 85069-9242

JPMorgan Chase                   Trade                   $980,178
P.O. Box 29063
Phoenix, Arizona 85038-9063

Belfor USA Group, Inc.           Contract                $915,672
23610 N. 20th Drive
Suite 2
Phoenix, Arizona 85085

and

Belfor USA Group, Inc.
2365 Industrial Parkway West
Hayward, California

RD Olson Construction, LP        Contract                $911,004
2955 Main Street
3rd Floor
Irvine, California 92614

In-N-Out Burger                  Advance Deposit         $836,000
4199 Campus Drive
Suite 900
Irvine, California 92612

Zurich North America             Insurance               $692,079
8734 Paysphere Circle
Chicago, Illinois 60674

Borrego Resort Holdings          Membership              $625,000
c/o Bertoni & Todd               Deposit
430 Pacific Building
520 Southwest Yamhill Street
Portland, Oregon 97204

Swank Audio Visuals, LLC         Trade                   $613,572
4037 Paysphere Circle
Chicago, Illinois 60674

Wailea MF-9 Associates           Contract                $567,248
411 Huku Li'i Place
Suite 204
Kihei, Hawaii 96753

Desert Elite                     Membership              $450,000
78-401 - Highway 111             Deposit
Suite G
La Quinta, CA 92253-2066

Department Of Water Supply       Trade                   $448,357
200 South High Street
Wailuku, Hawaii 96793-2155

Gibson Dunn & Crutcher           Advance Deposit         $379,303
333 South Grand Avenue
Los Angeles, CA 90071

T&G Constructors Inc.            Contract                $344,037
8623 Commodity Circle
Orlando, Florida 32819

Consolidated Supply              Advance Deposit         $320,005
c/o The GRA Group
1399 Lear Industrial Parkway
Avon, Ohio 44011

Hospitality Staffing             Trade                   $312,866
Solutions LLC
100 Glenridge Point Parkway
Suite 400
Atlanta, Georgia 30342

Liberty Mutual                   Advance Deposit        $300,000
175 Berkeley Street
Boston, Massachusetts 02116

Cub Cadet                        Advance Deposit        $297,099
c/o Navis, Inc.
31029 Center Ridge Road
Cleveland, Ohio 44145

Teodoro Obiang                   Advance Deposit        $286,945
3620 Sweetwater Mesa Road
Malibu, California 90264

Craftsman Homes, Inc.            Membership Deposit     $277,500
1157 N Red Gum Street
Anaheim, California 92806

Pyramid Project Management       Contract               $262,229
One Post Office Square
Suite 3100
Boston, Massachusetts 02109


MSR RESORT: CNL Financial Not Affiliated with Debtors
-----------------------------------------------------
CNL Financial Group released a statement saying CNL-AB LLC, the
entity that filed for bankruptcy protection for former MSR Hotels
& Resorts properties on Feb. 1, is not affiliated with CNL
Financial Group or any of its current offerings in any way.  CNL
Financial Group respectfully requests that these properties, the
bankruptcy filing and other related activity not be referred to as
"CNL" or "CNL Financial Group."

CNL Hotels & Resorts was sold to Morgan Stanley Real Estate in
2007, and shortly thereafter changed its name to MSR Hotels &
Resorts.  CNL Financial Group has no financial or other interest
whatsoever in this portfolio nor CNL-AB LLC.

The only appropriate reference to "CNL" or "CNL Financial Group"
would be as the former sponsor of CNL Hotels & Resorts, which was
sold to Morgan Stanley Real Estate in 2007.

CNL Hotels & Resorts Inc., owns a portfolio of eight luxury hotels
including the Arizona Biltmore Resort & Spa in Phoenix, the Ritz-
Carlton in Orlando, Fla. and Hawaii's Grand Wailea Resort Hotel &
Spa in Maui.


NACIREMA INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Nacirema Industries, Inc.
        211-217 West 5th Street
        Hudson, NJ 07002

Bankruptcy Case No.: 11-12339

Chapter 11 Petition Date: January 28, 2011

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

Judge: Rosemary Gambardella

Debtor's Counsel: Morris S. Bauer, Esq.
                  NORRIS MCLAUGHLIN & MARCUS, PA
                  P.O. Box 5933
                  Bridgewater, NJ 08807-5933
                  Tel: (908) 722-0700
                  Fax: (908) 722-0755
                  E-mail: msbauer@nmmlaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/njb11-12339.pdf

The petition was signed by John Cherchio, president.


NASDAQ5 LLC: 3 Entities File for Ch. 11 to Restructure Debt
-----------------------------------------------------------
Steven Green at the Las Vegas Sun reports that ALEC4 LLC, NASDAQ5
LLC, and NICK3 LLC filed for Chapter 11 bankruptcy reorganization
to restructure $16.1 million in debt related to commercial real
estate developments.

According to the report, ALEC4 has a development at 4949 Spring
Mountain Road, near Decatur Boulevard, in Las Vegas, as well as
investment properties on Industrial Road in Las Vegas and in
Arizona and Utah.  The Spring Mountain Road property is encumbered
by debt owed to East West Bank, Santa Ana, California, totaling
about $1.49 million; as well as a $470,000 mortgage held by Nevada
State Bank.  Nevada State Bank is owed another $1 million for a
mortgage against 11870/11842 Industrial Road, Lot 3.

According to the report, NASDAQ5's creditors include East West
Bank and Illinois Mutual Life Insurance Co. in Peoria, Illinois,
owed more than $2.5 million against property at 4480 and 4631
Spring Mountain Road, east of Decatur Boulevard; and at 6170 W.
Desert Inn Road, near Jones Boulevard.  Far East National Bank of
Los Angeles is owed another $517,000 for a property at 4333 N. Las
Vegas Blvd., near Craig Road, that was foreclosed on Jan. 19,
2011.

The Las Vegas Sun reports that NICK3 has interests in the
properties at 4631 Spring Mountain Road and 6170 W. Desert Inn
Road as well as properties in California, New Mexico and Texas.
NICK3's creditors include First International Bank, which is
chartered in Texas; owed $1.2 million against the Desert Inn Road
property; East West Bank and Nevada State Bank.

Based in Las Vegas, ALEC4 LLC, NASDAQ5 LLC and NICK3 LLC are
managed by Dr. C. Leon Chen, an entrepreneur and dentist at 6170
W. Desert Inn Road who heads the Dental Implant Institute there.


NASDAQ5 LLC: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: NASDAQ5, LLC
        6170 W. Desert Inn Rd.
        Las Vegas, NV 89146

Bankruptcy Case No.: 11-11252

Chapter 11 Petition Date: January 28, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Zachariah Larson, Esq.
                  LARSON & STEPHENS
                  810 S. Casino Center Blvd., Suite 104
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  E-mail: ecf@lslawnv.com

Scheduled Assets: $2,761,508

Scheduled Debts: $4,054,181

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb11-11252.pdf

The petition was signed by Chun Leon Chen, managing member.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
ALEC4, LLC                             11-11253   01/28/11
NICK3, LLC                             11-11249   01/28/11


NATHAN REUTER: Judge Denies Reuter's Chapter 11 Plan
----------------------------------------------------
Bankruptcy Law360 reports that Judge Thomas Saladino affirmed a
lower court's denial Monday of a Chapter 11 reorganization plan
filed by Nathan Paul Reuter, the owner of a defunct financial
services company, forcing him into liquidation.

Nathan Paul Reuter sought Chapter 11 protection (Bankr. W.D. Mo.
Case No. 07-21128) on July 27, 2007; is represented by James F. B.
Daniels, Esq., at McDowell Rice Smith & Buchanan, P.C.; and
estimated less than $1 million in assets and more than $1 million
in debts at the time of the filing.


NCO GROUP: Moody's Cuts Corporate to 'Caa1' on Revenue Declines
---------------------------------------------------------------
Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1
from B3 and changed the outlook to negative.  Simultaneously,
Moody's has also downgraded each of NCO's debt instrument ratings
by one notch and lower the Speculative Grade Liquidity rating to
SGL-4 from SGL3

The downgrade reflects Moody's concern that greater than expected
revenue declines and continued earnings pressure will extend
beyond current levels due to deteriorating consumer payment
patterns and weaker volumes.  In addition, Moody's expects
financial flexibility will be further aggravated by tightening
headroom under its financial covenants and a potential breach of
covenants which will limit the company's ability to draw upon its
revolver.  Also, the company faces an impending maturity on its
$100 million senior secured revolving credit facility due November
of 2011.

This is a summary of Moody's rating actions.

NCO Group, Inc:

* Corporate Family Rating, to Caa1 from B3

* Probability of Default Rating, to Caa1 from B3

* $549 million senior secured term loan due 2013, to B2 (LGD 2,
  27%) from B1 (LGD 2, 27%)

* $100 million senior secured revolver due 2011, to B2 (LGD 2,
  27%) from B1 (LGD 2, 27%)

* $165 million senior floating rate notes due 2013, to Caa2 (LGD
  5, 74%) Caa1 (LGD 5, 73%)

* $200 million senior subordinated notes due 2014, to Caa3 (LGD 6,
  92%) from Caa2 (LGD 6, 90%)

* Speculative Grade Liquidity rating, to SGL-4 from SGL-3

                        Ratings Rationale

The Caa1 CFR reflects limited business line diversity, a potential
covenant breach and anticipates declining profitability in NCO's
ARM and CRM business lines during 2011.  Moody's expects
liquidation rates of delinquent accounts receivables to remain
depressed as many consumers struggle with high unemployment and
constrained access to credit.  Moody's also expects profitability
in the CRM segment to be negatively affected by declining
transaction volumes from certain large customers in the
telecommunications sector.  The ratings are supported by Moody's
expectation that NCO will use free cash flow to pay down debt over
the next year.

The negative outlook reflects Moody's concern that operating
performance and liquidity will remain under pressure during 2011
and that the company will need to seek another covenant amendment
in the near-term.

The ratings could be downgraded if profitability continues to
decline, liquidity materially erodes or free cash flow generation
turns negative.

In the near-term, should the company secure a new revolver or
receive a covenant amendment the outlook could be changed to
stable.  Moody's would consider a ratings upgrade, if the company
were able to achieve both positive revenue and earnings growth.

                       Other Considerations

Mapping to Rating Methodology - Based on pro forma financial data
for the twelve months ended September 30, 20010, NCO Group's grid-
implied rating per Moody's Global Business and Consumer Services
Industry Methodology is "B3", which is one notch above the actual
rating.  The differential reflects Moody's concern over the
company's high leverage, declining revenue and limited cushion
within covenant ratios.


NICK3 LLC: 3 Entities File for Ch. 11 to Restructure $16MM Debt
---------------------------------------------------------------
Steven Green at the Las Vegas Sun reports that ALEC4 LLC, NASDAQ5
LLC, and NICK3 LLC filed for Chapter 11 bankruptcy reorganization
to restructure $16.1 million in debt related to commercial real
estate developments.

According to the report, ALEC4 has a development at 4949 Spring
Mountain Road, near Decatur Boulevard, in Las Vegas, as well as
investment properties on Industrial Road in Las Vegas and in
Arizona and Utah.  The Spring Mountain Road property is encumbered
by debt owed to East West Bank, Santa Ana, California, totaling
about $1.49 million; as well as a $470,000 mortgage held by Nevada
State Bank.  Nevada State Bank is owed another $1 million for a
mortgage against 11870/11842 Industrial Road, Lot 3.

According to the report, NASDAQ5's creditors include East West
Bank and Illinois Mutual Life Insurance Co. in Peoria, Illinois,
owed more than $2.5 million against property at 4480 and 4631
Spring Mountain Road, east of Decatur Boulevard; and at 6170 W.
Desert Inn Road, near Jones Boulevard.  Far East National Bank of
Los Angeles is owed another $517,000 for a property at 4333 N. Las
Vegas Blvd., near Craig Road, that was foreclosed on Jan. 19,
2011.

The Las Vegas Sun reports that NICK3 has interests in the
properties at 4631 Spring Mountain Road and 6170 W. Desert Inn
Road as well as properties in California, New Mexico and Texas.
NICK3's creditors include First International Bank, which is
chartered in Texas; owed $1.2 million against the Desert Inn Road
property; East West Bank and Nevada State Bank.

Based in Las Vegas, ALEC4 LLC, NASDAQ5 LLC and NICK3 LLC are
managed by Dr. C. Leon Chen, an entrepreneur and dentist at 6170
W. Desert Inn Road who heads the Dental Implant Institute there.


NICK3 LLC: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: NICK3, LLC
        6170 W. Desert Inn Rd.
        Las Vegas, NV 89146

Bankruptcy Case No.: 11-11249

Chapter 11 Petition Date: January 28, 2011

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Zachariah Larson, Esq.
                  LARSON & STEPHENS
                  810 S. Casino Center Blvd., Suite 104
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  E-mail: ecf@lslawnv.com

Scheduled Assets: $4,385,220

Scheduled Debts: $6,794,660

A list of the Company's 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nvb11-11249.pdf

The petition was signed by Chun Leon Chen, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
ALEC4, LLC                             11-11253   01/28/11
NASDAQ5, LLC                           11-11252   01/28/11


NNN 2400: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: NNN 2400 West Marshall Drive, LLC, a Delaware Limited
        Company
        6717 Mulberry Street
        San Diego, CA 92114

Bankruptcy Case No.: 11-01454

Chapter 11 Petition Date: January 31, 2011

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Margaret M. Mann

Debtor's Counsel: Darvy Mack Cohan, Esq.
                  LAW OFFICES OF DARVY MACK COHAN
                  7855 Ivanhoe Avenue, #400
                  La Jolla, CA 92037
                  Tel: (858) 459-4432
                  E-mail: dmc@cohanlaw.com

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

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

The petition was signed by Mubeen Aliniazee, president and CEO of
Highpoint Managemment Solutions, LLC.

Debtor's List of 19 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Anthony W. Thompson                Indemnity               unknown

Grubb & Ellis Realty Investors,    Indemnity               unknown
LLC

NNN 2400 West Marshall Drive 1,    Contract Damages        unknown
LLC

NNN 2400 West Marshall Drive 11,   Contract Damages        unknown
LLC

NNN 2400 West Marshall Drive 12,   Contract Damages        unknown
LLC

NNN 2400 West Marshall Drive 13,   Contract Damages        unknown
LLC

NNN 2400 West Marshall Drive 14,   Contract Damages        unknown
LLC

NNN 2400 West Marshall Drive 15,   Contract Damages        unknown
LLC

NNN 2400 West Marshall Drive 16,   Contract Damages        unknown
LLC

NNN 2400 West Marshall Drive 18,   Contract Damages        unknown
LLC

NNN 2400 West Marshall Drive 2,    Contract Damages        unknown
LLC

NNN 2400 West Marshall Drive 20,   Contract Damages        unknown
LLC

NNN 2400 West Marshall Drive 3,    Contract Damages        unknown
LLC

NNN 2400 West Marshall Drive 4,    Contract Damages        unknown
LLC

NNN 2400 West Marshall Drive 5,    Contract Damages        unknown
LLC

NNN 2400 West Marshall Drive 6,    Contract Damages        unknown
LLC

NNN 2400 West Marshall Drive 7,    Contract Damages        unknown
LLC

NNN 2400 West Marshall Drive 8,    Contract Damages        unknown
LLC

NNN 2400 West Marshall Drive 9,    Contract Damages        unknown
LLC


NNN MET: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: NNN Met Center 10 25, LLC, a Delaware Limited Liability
        Company
        441 Mason Street
        San Francisco, CA 94102

Bankruptcy Case No.: 11-30356

Chapter 11 Petition Date: January 31, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Darvy Mack Cohan, Esq.
                  LAW OFFICES OF DARVY MACK COHAN
                  7855 Ivanhoe Avenue, #400
                  La Jolla, CA 92037
                  Tel: (858) 459-4432
                  E-mail: dmc@cohanlaw.com

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

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

The petition was signed by Mubeen Aliniazee, president and CEO of
Highpoint Managemment Solutions, LLC.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Met Center Property Owners         Trade Debt              $73,677
Association
1135 W. 6th, Suite 120
Austin, TX 78703

S and D Commercial Services        Trade Debt              $23,577
421 Talbot, Side A
P.O. Box 1376
Taylor, TX 76574

Global Maintenance Services        Trade Debt              $22,404
2211 Denton Drive, #A
Austin, TX 78758

City of Austin                     Trade Debt               $7,738

Global Maintenance Services Inc.   Trade Debt               $7,468

Big Sky Consulting LLC             Trade Debt               $6,750

ICON Mechanical Contractors        Trade Debt               $4,894

APAC Texas Inc.                    Trade Debt               $2,639

Thyssenkrupp Elevator Corp.        Trade Debt               $1,252

Central Texas Refuse               Trade Debt                 $851

Joseph and Sammel, Inc.            Trade Debt                 $797

Oliver Brothers Roofing            Trade Debt                 $633

C2 Reprographics                   Trade Debt                 $232

Time Warner Cable                  Trade Debt                 $218

Landscape Resources Inc.           Trade Debt                 $173

Vanguard Fire Systems, L.P.        Trade Debt                  $90

Austin Assn. of Facility and       Trade Debt                  $25
Maintenancce

AA Fame                            Trade Debt                  $25

Worlwide Pest Control, Inc.        Trade Debt                  $11

Anthony W. Thompson                Indemnity                    $0


OMNIBUS INVESTMENT: Case Summary & Unsecured Creditor
-----------------------------------------------------
Debtor: Omnibus Investment Group, Inc.
        1991 Archer Pond
        Adrian, GA 31002

Bankruptcy Case No.: 11-52469

Chapter 11 Petition Date: January 28, 2011

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Mark E. Scott, Esq.
                  THE BARRISTER LAW GROUP
                  3325 Paddocks Parkway, Suite 140
                  Suwanee, GA 30097
                  Tel: (770) 529-3476
                  E-mail: mscott@barristerlaw.net

Scheduled Assets: $1,012,520

Scheduled Debts: $796,883

The list of 20 largest unsecured creditors contains only one
entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Gwinnett County Tax       Trade debt             $19,040
Assessor
75 Langley Dr.
Lawrenceville, GA 30046

The petition was signed by Joseph H. Smith, president.


PEARLAND SUNRISE: Plan Outline Hearing Moved to February 28
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas reset
the hearing on the disclosure statement explaining Pearland
Sunrise Lake Village I, LP's proposed Chapter 11 Plan to February
28, 2011, at 1:30 p.m.

The Debtor may commence soliciting acceptances of the Plan only
after the disclosure statement has been approved by the Bankruptcy
Court and copies thereof provided to each creditor or equity
interest holder entitled to vote on the Plan.  With the exception
of holders of allowed administrative claims and allowed priority
claims, all other claim holders and interest holders are impaired
under the Plan.

The Plan proposes to repay the Debtor's creditors in full through
the continued operation of its real property in Broadland, Texas,
the use of settlement funds deposited into the registry of the
23rd District Court of Brazoria County, Texas, and the possible
recovery of other funds related to a lawsuit identified as the
"National Lawsuit".

After confirmation, the Debtor will continue to operate its
business, focusing its attention on leasing its real property.

The salient terms of the Plan include:

  (1) Holders of administrative claims and priority claims will be
      paid in full on the effective date of the Plan;

  (3) Holders of secured claims will be paid over time.

  (4) Holders of unsecured claims will be paid the allowed amounts
      of their claims pro-rata in 60 equal installments beginning
      on the Effective Date.

  (5) Holders of partnership interests will retain their
      interests, but the interests will not re-vest until all
      other allowed claims have been paid in full.

A copy of the Disclosure Statement, dated November 30, 2010, is
available for free at:

         http://bankrupt.com/misc/PearlandSunrise.DS.pdf

                    About Pearland Sunrise Lake

Marble Falls, Texas-based Pearland Sunrise Lake Village I, LP, dba
SRLVI, was chartered in June 2005 for the purpose of acquiring and
developing an approximately 5.8 acres of land at 9415 Broadland,
Texas.  Office space of 36,008 square feet of retail space and
42,973 square feet of office space was built on the property.  The
Company filed for Chapter 11 bankruptcy protection on July 9, 2010
(Bankr. W.D. Tex. Case No. 10-11926).  Frank B. Lyon, Esq., at the
Law Offices of Frank B. Lyon, in Austin, Texas, represents the
Debtor.  In its schedules, the Debtor disclosed $10,253,717 in
assets and $16,222,127 in liabilities.


PHILADELPHIA RITTENHOUSE: Pension Fund Sues iStar to Keep Control
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the battle over a luxury
condominium project on Philadelphia's 10 Rittenhouse Square is
coming down is "like so many in the commercial real-estate
industry these days over developments that had the misfortune of
reaching the market after the recession hit: The owners default on
their loans.  Lenders try to foreclose."

In the fight over the 33-story 10 Rittenhouse Square condominium
project designed by architect Robert A.M. Stern, the pension fund
that controls the project claims that lender iStar Financial Inc.
has intentionally delayed sales as part of a secret plan to
undermine and take control of the property, the report notes.

As evidence, the Delaware Valley Real Estate Investment Fund's
lawsuit noted that iStar told one prospective buyer that he would
have to give up his pet poodle, the report adds.

                  About Philadelphia Rittenhouse

Philadelphia Rittenhouse Developer, L.P. is a joint venture
between ARC Properties, Inc., based in Clifton, New Jersey, and
Philadelphia-based Wheeler Brothers Holdings, LLC.  The Company
was formed to develop 10 Rittenhouse Square, a 33-story
condominium building in Philadelphia.

Rittenhouse Developer filed for chapter 11 bankruptcy in response
to an action in Pennsylvania state court seeking to appoint a
receiver for the development project, which was brought by one of
the Company's lenders, iStar Tara, LLC.

Philadelphia Rittenhouse filed for Chapter 11 bankruptcy
protection on December 30, 2010 (Bankr. E.D. Pa. Case No. 10-
31201).  Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin,
P.C., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $100 million to $500 million.
iStar Tara, LLC is represented in the chapter 11 case by the firm
of Blank Rome LLP.


PORTOLA GREEN: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: Portola Green, LLC
        1605 N Martel Ave #19
        Los Angeles, CA 90046

Bankruptcy Case No.: 11-13888

Chapter 11 Petition Date: January 28, 2011

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Sandford Frey, Esq.
                  CREIM MACIAS KOENIG & FREY LLP
                  633 W Fifth St 51st Fl
                  Los Angeles, CA 90071
                  Tel: (213) 614-1944
                  E-mail: Sfrey@cmkllp.com

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

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

The list of 20 largest unsecured creditors contains only one
entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Maurice Benitah                                  Unknown
Keller Williams
439 N Canon Dr Penthouse
Beverly Hills, CA 90210

The petition was signed by Chris S. Simon, principal.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Chris Simon                            11-13882   01/28/11


PRIUM LAKEWOOD: Hearing on Disclosure Statement Tomorrow
--------------------------------------------------------
On January 3, 2011, Prium Lakewood Buildings LLC filed a
disclosure statement explaining its Plan of Reorganization.  The
hearing to consider approval of the disclosure statement has been
scheduled for February 3, 2011.

The Plan centers on the restructuring of the Debtor's obligations
to the First Independent Bank, leasing the remaining vacant space
at the Lakewood Colonial Center (approximately 10%) and a sale or
refinance of the Center in 2013.

First Independent Bank will retain its first position security
interest against the Center.  The Debtor will make monthly
payments to the Bank based on the new principal balance of the
Bank's claims (about $15,950,000) and an amortization period of 25
years (roughly $60,000 a month) from its rental income and a lump
sum payment to the Bank of the balance of its claim upon a sale or
refinance of the Center.

Bingo Investments I, LLC's claim will be fixed in the principal
amount of $500,000 on the effective date of the Plan.  Bingo will
receive monthly payments to $1,875 (interest only) from its rental
income and a lump sum payment of the balance of its claim upon a
sale or refinance of the Center.

Unsecured claims will be paid $25,000 every six months from rental
income from October 2011 until December 2013 or paid in full,
whichever comes first.

Prium Companies LLC, the sole member of the Debtor, will retain
its membership interests.

A copy of the Disclosure Statement, dated January 3, 2011, is
available for free at:

          http://bankrupt.com/misc/priumlakewood.DS.pdf

                About Prium Lakewood Buildings LLC

Tacoma, Washington-based Prium Lakewood Buildings LLC owns several
parcels of commercial real property.  The properties comprise
Lakewood Colonial Center, an income-producing retail and office
center.  Prium Lakewood is owned by Prium Companies LLC.

Prium Lakewood filed for Chapter 11 bankruptcy protection on
October 19, 2010 (Bankr. W.D. Wash. Case No. 10-48621).  Timothy
W. Dore, Esq., at Ryan Swanson & Cleveland PLLC, in Seattle,
Wash., assists Prium Lakewood in its restructuring effort.  Prium
Lakewood estimated its assets and debts at $10 million to $50
million as of the Petition Date.

Affiliates Chelsea Heights LLC (Bankr. W.D. Wash. Case No.
10-44959), Prium Kent Retail LLC (Bankr. W.D. Wash. Case No.
10-45715), Prium Meeker Mall LLC (Bankr. W.D. Wash. Case No.
10-45713), and Prium Tumwater Buildings LLC (Bankr. W.D. Wash.
Case No. 10-44962) filed separate Chapter 11 petitions.


RAFAELA APPAREL: Terminates Registration of 11.25% Sr. Notes
------------------------------------------------------------
In a Form 15 filing on January 28, 2011, Rafaella Apparel Group,
Inc., notified the Securities and Exchange Commission regarding
the termination of registration or suspension to file reports in
connection with its 11.25% Senior Secured Notes due June 2011 and
Guarantees related to the 11.25% Senior Secured Notes due June
2011.

The Company said that approximate number of holders of record as
of the certification or notice date is down to 25.

                   About Rafaella Apparel Group

New York-based Rafaella Apparel Group, Inc., is a wholesaler,
designer, sourcer, marketer and distributor of a full line of
women's career and casual sportswear separates.

The Company's balance sheet at September 30, 2010, showed
$82.9 million in total assets, $89.3 million in total liabilities,
$61.1 million in redeemable convertible preferred stock, and a
stockholders' deficit of $67.5 million.

As reported in the Troubled Company Reporter on October 18, 2010,
PricewaterhouseCoopers LLP expressed substantial doubt against
the Company's ability as a going concern, following the Company's
results for the fiscal year ended June 30, 2010.  The independent
auditors noted that the Company's senior secured notes mature in
June 2011 and the Company does not expect its forecasted cash and
credit availability to be sufficient to meet its debt repayment
obligations under the senior secured notes.


RANU REALTY: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ranu Realty Corporation
        2035 Benedict Avenue
        Bronx, NY 10462

Bankruptcy Case No.: 11-10286

Chapter 11 Petition Date: January 28, 2011

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

Judge: Shelley C. Chapman

Debtor's Counsel: Joel M. Shafferman, Esq.
                  SHAFFERMAN & FELDMAN, LLP
                  286 Madison Avenue, Suite 502
                  New York, NY 10017
                  Tel: (212) 509-1802
                  Fax: (212) 509-1831
                  E-mail: joel@shafeldlaw.com

Scheduled Assets: $2,600,025

Scheduled Debts: $1,043,014

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nysb11-10286.pdf

The petition was signed by Mo Azizur Rahman, president.


RED HAT: Meeting of Creditors Set for February 16
-------------------------------------------------
The Packer reports that a meeting of creditors of Red Hat Produce
Inc. dba Red Hat Foods is set for Feb. 16, 2011, at 10:00 a.m. in
U.S. Trustee Room C in the Denver court.

Based in Austin, Colorado, Red Hat Produce Inc aka Red Hat Foods
filed for Chapter 11 bankruptcy protection on Jan. 10, 2011
(Bankr. D. Col. Case No. 11-10375).  Judge Michael E. Romero
presides over the case.  Philipp C. Theune, Esq., at Powell Theune
PC represents the Debtor.  The Debtor disclosed $728,415 in assets
and $1,432,352 in debts in its schedules.


REGAL PLAZA: Disclosure Statement Hearing Set for February 8
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has set for
February 8, 2011, at 1:30 p.m., Regal Plaza, LLC, to consider the
adequacy of the disclosures in the proposed disclosure statement
explaining Regal Plaza, LLC's proposed Chapter 11 Plan of
Reorganization.

Pursuant to the Plan terms, all allowed administrative claims,
which are unclassified, will be paid in full in cash.  Holders of
allowed priority tax claims, likewise unclassified, will receive
equal monthly, consecutive cash payments continuing until
completed no later than five years.

Payments to allowed claim holders will be sourced from the
Reorganized Debtor's projected Income.  The Debtor expects to earn
money, from, in part, leasing of 5,000 square feet of its property
to Euphoria Salon and the completion of the build-out of 15,000
sq. ft. of tenant improvements for Healthcare Preparatory
Institute

Delta Point, LLC, will be the manager of the Reorganized Debtor.
For its services to the Reorganized Debtor, Delta Point will
receive no compensation package.  Tower Realty & Development, LLC,
an affiliate of the Debtor and of Delta Point, will continue to
manage the Property for a fee of 3% of the gross rents collected.

The Plan proposes the following treatment for the various claims
and interests in the Debtor:

Class 1. Priority Claims.  Unimpaired.  Deemed to Accept.  Each
        holder of a Class 1 Priority Claim will be paid in full,
        in cash, upon the later of the effective date of the Plan,
        the date the payment becomes due under nonbankruptcy
        law, or the date on which such claim is allowed by a final
        non-appealable order.

Class 2a. Secured Claim of Nevada State Bank (Est. Amt. -
        $7,500,000).  Impaired.  The Bank will be paid its secured
        claim in full, as follows: (a) monthly installments of
        interest only at the rate of 3% per annum (approximately
        50 points above the yield for 10 year treasury notes) from
        the date of the petition in this case until 2 years after
        the Effective Date of the Plan, payable beginning on the
        1st day of the 1st month following the Effective Date, (b)
        monthly installments of interest at the rate of 4% per
        annum (approximately 150 points above the yield for 10
        year treasury notes) plus principal payments amortized
        over 30 years from the 1st day of the 25th month following
        the Effective Date, and (c) the balance on the 1st day of
        the 121st month following the Effective Date.  The balance
        due at the end of 10 years would be approximately
        $6,279,785.

Class 2b. Secured Claim of Clark County Treasurer (Est. Amt. -
        $118,000).  Impaired.  The Clark County Treasurer will be
        paid in monthly installments over 5 years with interest at
        4% per annum.

Class 3a. Non-Insider General Unsecured Creditors (Est. Amt. -
        $192,000).  Impaired.  Non-Insider General Unsecured
        Creditors will be paid 100%, without interest, from the
        rents collected from the Tenants or funds provided by
        Delta Point, LLC.  Beginning on 1st day of the 1st month
        following the Effective Date, Class 3a will be paid, at
        least, $10,000 per month pro rata for approximately 18
        months, at which time the balance due on the claims will
        be paid.

Class 3b. Non-Insider General Unsecured Creditors (Est. Amt. -
        $950,000).  Impaired.  Non-Insider General Unsecured
        Creditors will be paid 100%, without interest, from the
        rents collected from the Tenants or funds provided by
        Delta Point, LLC.  Beginning on 1st day of the 1st month
        following the Effective Date, Class 3a will be paid, at
        least, $10,000 per month pro rata for approximately 18
        months, at which time the balance due on the claims
        will be paid.

Class 4. Equity Security Holders.  Impaired.  Current Equity
        Security Holders interests are terminated.  Delta Point,
        LLC, a current member of the Debtor and any other party
        will obtain an equity interest in the reorganized Debtor
        in exchange for post-petition new value of not less than
        $500,000.

Holders of claims and interests in the Debtor in Classes 2a, 2b,
3a, 3b, and 4, are all impaired and entitled to vote under the
Plan.

A copy of the Disclosure Statement, as amended and filed December
23, 2010, is available for free at:

            http://bankrupt.com/misc/RegalPlaza.DS.pdf

                      About Regal Plaza, LLC

Las Vegas, Nevada-based Regal Plaza, LLC, owns a shopping center
in Las Vegas, Nevada.  The shopping center was originally
constructed in 2000 on 5.72 acres which are operated as the Regal
Plaza.  There is 56,097 square feet of rentable space,
approximately 22,510 square feet are currently occupied and 23,187
square feet are currently being improved for tenants with signed
leases.  The Company filed for Chapter 11 bankruptcy protection on
September 1, 2010 (Bankr. D. Nev. Case No. 10-26707).  Lenard E.
Schwartzer, Esq., at Schwartzer & Mcpherson Law Firm, in Las
Vegas, Nev., represents the Debtor as counsel.  In its schedules,
the Debtor disclosed $10,815,564 in assets and $8,592,879 in
liabilities as of the petition date.


RESERVE DEV'T: Kingston to Keep Firm in Exchange for $750,000
-------------------------------------------------------------
The Reserve Development LLC has filed a proposed plan of
reorganization and explanatory disclosure statement.

Under the Plan, the Debtor will receive a new value contribution
in the amount of $750,000 from entities related to Kingston &
Associates Marketing LLC and David O. Kingston.  Mr. Kingston is
the president of Spanish Trail SPE II, Inc., who is the manager of
Spanish Trail Development LLC, a 99% member of the Debtor.

The $750,000 contribution will be used to pay general unsecured
claims.

Allowed administrative claims will be paid in cash on the initial
distribution date, and upon allowance by the Bankruptcy Court.
Tenant security deposits will continue to be paid in the ordinary
course of business.  All other allowed priority unsecured claims,
if any, will be paid in full.

The Debtor's secured debt of $25,707,567 to Corus Bank will be
modified to reduce the loan amount to $14,000,000, which
modification will reflect a 25 year amortization, at 3%
interest, that matures 7 years after the effective date of the
Plan.

Holders of unsecured claims classified as convenience claims --
each creditor holding a claim under $15,000 -- will be paid in
full on the effective date of the Plan.  The remaining holders of
general unsecured claims (in a separate class) will receive cash
on the initial distribution date then 12 consecutive quarterly
distributions until the claims are paid in full.

Holders of existing equity interests will retain their equity
interests in the Reorganized Debtor.

A copy of the proposed Disclosure Statement, dated November 30,
2010, is available for free at:

        http://bankrupt.com/misc/ReserveDevelopment.DS.pdf

                About The Reserve Development LLC

The Reserve Development LLC, based in Las Vegas, Nevada, owns and
operates the remaining unsold units of the Spanish Palms
Condominium Project, as fractured 372 unit condominium project
located at 5250 South Rainbow Las Vegas, Nevada.  The Company
filed for Chapter 11 bankruptcy protection on September 1, 2010
(Bankr. D. Nev. Case No. 10-26715).

Spanish Trail Development LLC is a 99% member of the Debtor.
Spanish Trial Development is managed by Spanish Trail SPE II, Inc.
Spanish Trail SPE I, Inc., is a 1% member of the Debtor, and is
the manager of the Debtor.  David Kingston is the President of
both SPE I and SPE II.

Laurel E. Davis, Esq., Craig S. Dunlap, Esq., and Jeffrey J.
Steffen, Esq., represent the Debtor as counsel.  In its schedules,
the Debtor disclosed $13,274,818 in assets and $25,842,878 in
liabilities as of the Petition Date.


ROCK'S AUTO: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Rock's Auto Care & Lube Center Corp.
        505 Flatbush Avenue
        Brooklyn, NY 11225

Bankruptcy Case No.: 11-40596

Chapter 11 Petition Date: January 28, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Joel B. Rosenthal

Debtor's Counsel: Roy J. Lester, Esq.
                  LESTER & WEITZ, P.C.
                  600 Old Country Road, Suite 229
                  Garden City, NY 11530
                  Tel: (516) 357-9191
                  Fax: (516) 357-9281
                  E-mail: rlester@rlesterlaw.com

Scheduled Assets: $197,300

Scheduled Debts: $2,210,722

A list of the Company's seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb11-40596.pdf

The petition was signed by Brian McGuire, president.


ROCKWOOD SPECIALTIES: Fitch Upgrades Issuer Default Rating to 'BB'
------------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating for Rockwood
Specialties Group, Inc., to 'BB' from 'B+' and the senior
subordinated notes to 'BB-' from 'B+/RR4'.  Recovery prospects for
the securities remain good, but explicit Recovery Ratings are not
assigned for IDRs above 'B+'.

The Rating Outlook is Stable.

Rockwood's ratings reflect leading positions in many of its
product lines, diversification by market and end-use, good profit
margins, and consistent generation of free cash flow.

Pro forma for the expected refinancing of bank facilities and
application of asset sales proceeds and excess cash, leverage is
under 3 times and expected to remain so.

At Sept. 30, 2010 cash on hand was $281 million and Rockwood has
recently closed on the sale of the AlphaGary plastic compounding
business for $300 million.  Proceeds from the sale and excess cash
are expected to be applied to reduce term debt.  At Sept. 30,
2010, availability under the $180 million revolver due July 30,
2012, after $34 million in letters of credit was $146 million.
The refinancing of the facilities is expected to extend the
maturity of the revolver to 2016 and the new $850 million term
loan is to mature in 2018.  Fitch expects the security on the
financing to remain the substantially the same as the existing
facilities.  Fitch rates the new senior secured bank facilities
'BB+' and will withdraw the 'BB+' rating on the existing bank
facilities at closing.

Fitch expects free cash flow generation to exceed $150 million
annually and comfortably service debt.  Current maturities are
estimated as $37 million due in 2011, $52 million due in 2012,
$250 million due in 2013 and $564 million due in 2014.  Fitch
expects that some portion of the senior subordinated notes due in
2014 to be refinanced.

The existing senior secured credit facilities contain financial
covenants.  The maximum senior secured debt ratio of 4.00x
thereafter, is defined as net senior secured debt (total debt
excluding senior subordinated notes plus capital lease obligations
minus cash up to a maximum of $100 million) to adjusted EBITDA.
Rockwood reported that it complied with the senior secured debt
ratio covenant limit with a ratio of 2.32x for the period ending
Sept. 30, 2010.  There is a minimum interest coverage ratio of
2.00x defined as adjusted EBITDA to cash interest expense
(interest expense, net excluding deferred debt issuance cost
amortization and the movements in the mark-to-market value of the
interest rate and cross-currency interest rate derivatives).
Rockwood reported that it complied with the interest coverage
ratio covenant limit with a ratio of 3.94x for the period ending
Sept. 30, 2010.  Fitch expects covenants under the new facility to
be roughly equivalent and expects Rockwood to be well within
compliance with its covenants over the next 12-18 months.

The Stable Outlook reflects Fitch's expectations that margins
should remain stable, liquidity should remain ample, average
annual free cash flow should exceed $150 million, and leverage
should remain under 3x.

Fitch has taken these rating actions on Rockwood:

  -- IDR upgraded to 'BB' from 'B+';

  -- Existing senior secured revolving credit facility affirmed at
     'BB+', expected to be withdrawn upon closing of the new
     senior secured credit facility;

  -- Existing senior secured term loans affirmed at 'BB+',
     expected to be withdrawn upon closing of the new term loans;

  -- New Senior secured revolving credit facility rated at 'BB+';

  -- New Senior secured term loans rated at 'BB+'; and

  -- Senior subordinated notes upgraded to 'BB-' from 'B+/RR4'.


RPS PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: RPS Properties LLC
        49 Wyckoff Avenue
        Brooklyn, NY 11237

Bankruptcy Case No.: 11-40587

Chapter 11 Petition Date: January 28, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Leo Fox, Esq.
                  630 Third Avenue, 18th Floor
                  New York, NY 10017
                  Tel: (212) 867-9595
                  Fax: (212) 949-1857
                  E-mail: leofox1947@aol.com

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

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

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

The petition was signed by Chaskiel Strulevich, president.

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Performance Properties NYC, LLC       07-45564         10/14/07
Great Storage, LLC                    07-46931         10/14/07


RUBIN SCHRON: In Restructuring Talks to Address Default
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that Rubin Schron is in talks to
restructure about $300 million in defaulted-upon debt backed by a
35-acre piece of Brooklyn, N.Y.'s historic industrial waterfront
that he has been trying to turn into an artists' haven.

According to DBR, a group led by Mr. Schron purchased the
property, which had been part of the massive Bush Terminal
complex, starting in 1986. Located near the Gowanus Expressway, it
was packed with century-old industrial buildings, some of which he
planned to convert into artist lofts, office space and other uses.
The report relates that beginning in 2007, Mr. Schron took out
loans that ultimately totaled about $300 million which were
converted into commercial mortgage backed securities, according to
Realpoint.  DBR says that soon after that the recession hit the
outlook for his property, named Industry City, worsened.

The report notes that so far only about 600,000 square feet of its
6 million square feet of space has been converted and only about
400,000 square feet of that is occupied.

Rubin Schron is a real-estate developer.


RYLAND GROUP: Has Q4 $19.13MM Loss, Undergoes Corp. Reorganization
------------------------------------------------------------------
The Ryland Group, Inc. announced results for its quarter ended
December 31, 2010.

The Company reported a net loss of $19.13 million on
$227.11 million of revenue for the three months ended December 31,
2010, compared with net income of $39.02 million on $418.38
million of revenue for the same period a year ago.

The Company reported a net loss of $85.13 million on $1.06 billion
of revenue for the twelve months ended December 31, 2010, compared
with a net loss of $162.47 million on 1.28 billion of revenue for
the same period during the prior year.

The Company's balance at December 31, 2010 showed $1.65 billion in
total assets, $1.09 billion in total liabilities and
$561.66 million in total equity.

                  Corporate Reorganization

Ryland Group said in its press release, "The Company has been a
leader in the homebuilding industry with respect to the efficiency
of its organization.  However, its current volume levels require
the Company to look at even more efficient ways of managing its
business.  After reviewing a variety of options, the decision was
made to replace the Company's current two-region operating
structure with a single homebuilding management team.  This
reorganization, coupled with additional downsizing completed
within both the corporate and mortgage organizations, should
result in substantial annual savings and improved operational
efficiency in 2011 and beyond.  This streamlined and decentralized
structure allows the Company to efficiently address the needs of
its divisions, which are the front line of the Company's business.
As the Company begins to grow its business, this new structure has
the flexibility to address growth for the foreseeable future."

A full-text copy of the press release announcing the Company's
Fourth Quarter and Year-end results is available for free at:

               http://ResearchArchives.com/t/s?7299

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

                           *     *      *

As reported by the Troubled Company Reporter on June 21, 2010,
Fitch Ratings has affirmed Ryland Group, Inc.'s ratings -- Issuer
Default Rating at 'BB'; and Senior unsecured debt at 'BB'.  The
Rating Outlook has been revised to Stable from Negative.

Ryland Group carries Moody's "Ba3" corporate family rating, "Ba3"
probability of default rating, "Ba3" senior unsecured notes
rating, and "SGL-2" speculative grade liquidity rating.  Ryland
Group carries Standard & Poor's Ratings Services' 'BB-' corporate
credit and senior unsecured note ratings.


SBARRO INC: BofA-Led Lenders Extend Forbearance Until March 2
-------------------------------------------------------------
Sbarro, Inc., together with its parent, Sbarro Holdings, LLC,
entered into a Second Forbearance Agreement on January 31, 2011,
with its holders of its first lien debt and the administrative
agent.  The agreement will afford the Company additional time to
pursue a deleveraging of its capital structure.

The Troubled Company Reporter on January 10 reported Sbarro's
entry into the forbearance agreement with lenders under its Credit
Agreement, dated January 31, 2007, with Bank of America, N.A., as
Administrative Agent, and various lenders.  The Company breached a
financial covenant in its First Lien Credit Agreement as of
January 2, 2011 (the last day of its 2010 fiscal year).  The First
Forbearance Agreement terminated on January 31, 2011.

The First Lien Holders have agreed to continue to temporarily
forbear for an additional 30 days from exercising certain rights
and remedies under the First Lien Credit Agreement solely by
reason of the Company's failure to meet the EBITDA covenant
contained in the First Lien Credit Agreement as of January 2,
2011, or the Company's receipt on December 29, 2010 of a "Notice
of Default," dated December 28, 2010, from AFII US BD Holdings,
L.P., a holder of the Company's senior notes, contending that the
Company's incurrence of its second lien credit facility in March
2009 violated certain provisions of the Senior Notes Indenture,
dated as of January 31, 2007, among the Company, the guarantors
named therein and The Bank of New York, as Trustee.

Until the Second Forbearance Agreement terminates, the First Lien
Holders have agreed not to terminate the commitments, accelerate
the loans, require cash collateral for the letter of credit
obligations, enforce liens granted under the collateral documents
or exercise any other rights or remedies that may be available
under the loan documents.

The Company acknowledges that as a result of the First Lien
Default (i) the Company's consent right in respect of certain
assignments is no longer in effect, (ii) all outstanding loans
bear interest at the default rate (contract rate + 2%), which will
result in incremental interest of approximately $860,000 for the
first quarter of fiscal year 2011, and (iii) the Company is not
entitled to convert eurodollar loans to, or continue any
eurodollar loans for additional interest periods as, eurodollar
loans having an interest period in excess of one month.

Pursuant to the Second Forbearance Agreement, the Company has
agreed to certain covenants, including (a) to maintain a minimum
level of liquidity and limit capital expenditures during the
forbearance period and (b) to provide the Administrative Agent
with certain information and documents, including a restructuring
proposal, by dates during the forbearance period that are
specified in the Second Forbearance Agreement.  In addition to the
fees paid in connection with the First Forbearance Agreement, the
Company has agreed to pay a fee to each lender that consents to
the Second Forbearance Agreement of 25 basis points on the
principal amount of loans held by such lender under the First Lien
Credit Agreement.  As of January 31, 2011, the Company has paid
those lenders who have consented to the Second Forbearance
Agreement a forbearance fee of $274,456.19 in aggregate.

The Second Forbearance Agreement terminates on the earliest of (i)
March 2, 2011, (ii) the date on which any event of default under
the First Lien Credit Agreement other than the First Lien Default
shall occur, (iii) the date of any breach by Holdings or the
Company of the covenants set forth in the Second Forbearance
Agreement, and (iv) the date on which any holder of the Company's
senior notes or any of the Company's second lien lenders (A)
accelerates any of the Company's obligations under the Indenture
or the second lien credit facility or (B) enforces any rights to
collect payment under their respective agreements with the
Company.

As of February 1, 2011, there was $173,766,431 outstanding under
the First Lien Credit Agreement and $33,498,783 outstanding under
the Second Lien Credit Agreement, in each case including both
principal and accrued but unpaid interest.

Pursuant to the Second Forbearance Agreement, Sbarro acknowledges
and agrees that as of January 30, 2011, the aggregate outstanding
principal balances of the Loans and the aggregate face amount of
outstanding Letters of Credit were:

          Revolving Loans                $17,900,000.00
          Term B Loans                  $154,797,500.00
          Letters of Credit               $3,599,909.53

Approximately 95% of the Company's outstanding second lien debt is
held by an affiliate of MidOcean Partners.  MidOcean Partners,
through various investment funds that it manages, is the indirect,
majority stockholder of the Company.

The lending consortium consists of:

     * BANK OF AMERICA, N.A., in its capacity as
       Administrative Agent and Lender;
     * ARTUS LOAN FUND 2007-I, LTD.;
     * BABSON CLO LTD. 2003-I;
     * BABSON CLO LTD. 2004-II;
     * BABSON CLO LTD. 2005-I;
     * BABSON CLO LTD. 2006-I;
     * BABSON CLO LTD. 2007-I;
     * LOAN STRATEGIES FUNDING LLC;
     * SUFFIELD CLO, LIMITED;
     * MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY;
     * MASSMUTUAL ASIA LIMITED;
     * BILL & MELINDA GATES FOUNDATION TRUST;
     * VINACASA CLO, LTD.;
     * The Foothill Group, Inc.;
     * Foothill CLO I, Ltd.;
     * NZC GUGGENHEIM MASTER FUND LIMITED;
     * BDIF LLC;
     * STONE TOWER CREDIT FUNDING I LTD.;
     * XELO VII LIMITED

                         About Sbarro Inc.

Melville, N.Y.-based Sbarro, Inc. -- http://www.sbarro.com/-- is
the world's leading Italian quick service restaurant concept and
the largest shopping mall-focused restaurant concept in the world.
The Company has 1,056 restaurants in 41 countries.

The Company's balance sheet at Sept. 30, 2010, showed
$455.55 million in total assets, $29.98 million in total current
liabilities, $7.47 million in deferred rent, $70.64 million in
deferred tax liabilities, $13.26 million in due to former
shareholders and other liabilities, $341.80 million in long-term
debt, and stockholder's equity of $16.17 million.

                           *     *     *

Standard & Poor's Ratings Services in January 2011 lowered its
corporate credit rating on Sbarro to 'CC' from 'CCC-'.  The
outlook is negative.

"The ratings on Sbarro reflect S&P's belief that the company's
current capital structure is unsustainable and that it is unable
to service its existing debt," said Standard & Poor's credit
analyst Mariola Borysiak.  Sbarro has engaged Rothschild Inc. as
its financial advisor to explore strategic alternatives addressing
its current capital structure.

As reported by the Troubled Company Reporter, on January 11, 2011,
The Wall Street Journal's Mike Spector said people familiar with
the matter indicated Sbarro has hired the law firm Kirkland &
Ellis to advise it on restructuring its balance sheet.  As
reported by the TCR on January 10, 2011, Sbarro hired investment
bank Rothschild Inc. for restructuring advice.


SBARRO INC: Skips $7.78MM Senior Notes Interest Payment Due Feb. 1
------------------------------------------------------------------
Sbarro, Inc., on January 31, 2011, determined that in light of its
current liquidity and capital resources, it will not make a
$7,781,250 interest payment due on February 1, 2011, to the
holders of its senior notes under the Indenture, dated as of
January 31, 2007, among the Company, the guarantors named therein
and The Bank of New York, as Trustee.

Sbarro said the failure to pay interest, if continued for 30 days,
will constitute an Event of Default under the Indenture.

Accordingly, if the Company has not made this interest payment by
March 3, 2011, the Bank of New York or the holders of at least 25%
in principal amount of the outstanding senior notes under the
Indenture, will then have the right to provide an acceleration
notice to the Company declaring the principal and unpaid interest
on all the senior notes due and payable.

The Company's total outstanding obligations under the Indenture as
of February 1, 2011, including accrued but unpaid interest, are
$157,781,250.

In addition, if the Company fails to make the interest payment
before the expiration of the grace period on March 3, 2011, the
failure will result in a new event of default under the First Lien
Credit Agreement and the Second Lien Credit Agreement, dated as of
March 26, 2009 among the Company, Sbarro Holdings, the lenders
from time to time party thereto and the administrative agent and
collateral agent.  This would then allow the First Lien Holders
and the second lien lenders to declare all amounts outstanding
under the First Lien Credit Agreement and the Second Lien Credit
Agreement due and payable.

As of February 1, 2011, there was $173,766,431 outstanding under
the First Lien Credit Agreement and $33,498,783 outstanding under
the Second Lien Credit Agreement, in each case including both
principal and accrued but unpaid interest.

The Company remains in discussions with its creditors and other
stakeholders regarding the Company's long-term capital structure
and potential strategic alternatives to address its long-term
needs.

                         About Sbarro Inc.

Melville, N.Y.-based Sbarro, Inc. -- http://www.sbarro.com/-- is
the world's leading Italian quick service restaurant concept and
the largest shopping mall-focused restaurant concept in the world.
The Company has 1,056 restaurants in 41 countries.

The Company's balance sheet at Sept. 30, 2010, showed
$455.55 million in total assets, $29.98 million in total current
liabilities, $7.47 million in deferred rent, $70.64 million in
deferred tax liabilities, $13.26 million in due to former
shareholders and other liabilities, $341.80 million in long-term
debt, and stockholder's equity of $16.17 million.

                           *     *     *

Standard & Poor's Ratings Services in January 2011 lowered its
corporate credit rating on Sbarro to 'CC' from 'CCC-'.  The
outlook is negative.

"The ratings on Sbarro reflect S&P's belief that the company's
current capital structure is unsustainable and that it is unable
to service its existing debt," said Standard & Poor's credit
analyst Mariola Borysiak.  Sbarro has engaged Rothschild Inc. as
its financial advisor to explore strategic alternatives addressing
its current capital structure.

As reported by the Troubled Company Reporter, on January 11, 2011,
The Wall Street Journal's Mike Spector said people familiar with
the matter indicated Sbarro has hired the law firm Kirkland &
Ellis to advise it on restructuring its balance sheet.  As
reported by the TCR on January 10, 2011, Sbarro hired investment
bank Rothschild Inc. for restructuring advice.


SHEPHERD OF THE VALLEY: Facing Bankruptcy or Closure
----------------------------------------------------
Kristen MacBeth at BankruptcyHome.com reports that Shepherd of the
Valley Care Center is facing bankruptcy or closure, leaving as
many as 150 patients uncertain about the future.

According to the report, nursing home director Dr. Martin Ellbogen
cited Medicaid reimbursement rates, which have failed to keep pace
with inflation, as a reason contributing to its potential filing.

"The main goal is to make sure the quality of care is
uninterrupted," Shepherd of the Valley administrator Jill Hult
told Wyoming news provider The Casper Star-Tribune.  "We are
working with local governments and foundations."

In August, the U.S. Internal Revenue Service took action against
the center for its delinquent payments and past due filings.  In
total, the agency registered liens worth nearly $775,000 against
Shepherd of the Valley due to its failure to submit Employers
Quarterly Federal Tax Returns.

Shepherd of the Valley Care Center operates a nursing home located
in Paradise Valley, Wyoming.


SILVERLAKE REAL ESTATE: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Silverlake Real Estate, LLC
        269 S. Beverly Drive #1175
        Beverly Hills, CA 90212

Bankruptcy Case No.: 11-13879

Chapter 11 Petition Date: January 28, 2011

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Debtor's Counsel: Yevgeniya Lisitsa, Esq.
                  LAW OFFICES OF GINA LISITSA
                  5455 Wilshire Blvd Suite 901
                  Los Angeles, CA 90036
                  Tel: (323) 857-5990
                  Fax: (323) 857-5941
                  E-mail: glisitsa@msn.com

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

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

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

The petition was signed by Kevin Moda, manager.


SOUTHBELT PROPERTIES: Court Imposes Sanctions Against Owner
-----------------------------------------------------------
Bankruptcy Judge Letitia Z. Paul has ruled on a request by NP
Apts. Holding Company, LLC, for sanctions against Southbelt
Properties Management, LLC and its owner/manager Joe E. Walters,
Jr., for failing to comply with the Court's Cash Collateral Order.
The Order authorized the Debtor to use only $3,850 of Wells Fargo
Bank N.A.'s cash collateral for September 2010.  However, the
Debtor reported expenditures totaling $42,486.24.

NP Apts. is a special purpose vehicle created by Wells Fargo to
purchase the Debtor's property at a foreclosure sale in October
2010.

Judge Paul held that since the Debtor's case has been converted to
Chapter 7, the creditors would bear the burden of any sanction.
Accordingly, the Court determined that, because a sanction against
the Debtor would be ineffective, no sanction will be assessed
against the Debtor.

However, the Court determined that Mr. Walters is personally
liable to NP Apts. for the cash collateral spent.  The amount for
which Mr. Walters is liable consists of the $42,486.24 the Debtor
spent during September 2010, less the $3,850 the Debtor was
authorized to spend during September 2010, plus the $7,427.98
collected by the Debtor in October 2010 and not remitted to NP
Apts., for a total of $46,064.22.  However, there is no evidence
that an additional sanction would coerce his compliance with the
obligation to turn over that cash collateral to NP Apts.

A copy of Judge Paul's January 28, 2011 Memorandum Opinion is
available at http://is.gd/ABp3fKfrom Leagle.com.

                    About Southbelt Properties

Southbelt Properties Management, LLC, owned single asset real
estate consisting of, inter alia, a 16-unit apartment complex
located in Texas City, Texas.  SouthBelt Properties filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No.
10-80254) on April 29, 2010.  The case was converted to Chapter 7
on November 19, 2010.  Joseph M. Hill is the Chapter 7 Trustee.
NP Apts. Holding Company, LLC, assignee of Wells Fargo Bank, N.A.,
sought the Chapter 7 conversion.


SUMMIT BUSINESS: Organizational Meeting to Form Panel on Feb. 7
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on February 7, 2011, at 10:00 a.m.
in the bankruptcy case of Summit Business Media Holding Company,
et al.  The meeting will be held at J. Caleb Boggs Federal
Building, 844 King Street, Room 2112, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

New York-based Summit Business Media Holding Company --
http://www.summitbusinessmedia.com/-- is a business-to-business
publisher and event organizer serving the insurance, investment
advisory, professional services and mining investment markets.
Summit employs nearly 400 employees in ten offices across the
United States.  The Company was formed through seven acquisitions
since 2006.

Summit Business is a Delaware corporation that wholly owns Summit
Business Media Intermediate Holding Company, LLC, a Delaware
limited liability company.  Summit Intermediate wholly owns The
National Underwriter Company, an Ohio corporation, which in turn
wholly owns six distinct subsidiary companies which comprise the
remaining Debtors.

Summit Business Media Holding Company and eight affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case No. 11-10231) on
Jan. 25, 2011.

Kimberly E. C. Lawson, Esq., and Kathleen Murphy, Esq. at Reed
Smith LLP, in Wilmington, Delaware; and J. Andrew Rahl, Jr., Esq.,
at Reed Smith LLP, in New York, serve as counsel to the Debtors.
Lincoln Partners Advisors LLC is the financial advisor.  Garden
City Group is the claims and notice agent.  Summit estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.


SUMMIT HOTEL: To Report $6MM to $7MM Impairment Charge in Q4
------------------------------------------------------------
On January 28, 2011, Summit Hotel Properties, LLC released certain
operating information for the three months and year ended December
31, 2010.

The Company expects to record in the fourth quarter of 2010 an
impairment charge of between approximately $6.0 million and
approximately $7.0 million related to land held for sale shown on
the Company's unaudited condensed consolidated balance sheet as of
September 30, 2010.

The comparative information for the three months and year ended
December 31, 2009 and December 31, 2010 for all Company seasoned
and unseasoned hotels and the Company's aggregate portfolio, is
available for free at:

               http://ResearchArchives.com/t/s?72ab

                         About Summit Hotel

Summit Hotel Properties, LLC is a developer, owner and manager of
hotels categorized as mid-scale without food and beverage and
upscale hotels located throughout the United States.  As of
December 31, 2009, the Company owned 65 hotels in 19 states. The
Company's revenues and earnings are derived from hotel operations
of its owned hotels.  An affiliate, The Summit Group, Inc.,
provides a number of services for its hotels, including hotel
operations management, location of acquisition targets and
construction sites, development of construction sites, and
construction supervision.  As of December 31, 2009, Summit Hotel
Properties had two wholly owned limited liability companies that
own hotel properties.  Summit Hospitality I, LLC owns 25 of the
Company's hotels.  In addition, Summit Hospitality V, LLC, is a
wholly owned subsidiary, which owns 13 of the Company's hotels.

The Company's balance sheet as of September 30, 2010, showed
$509,968,783 in total assets, $180,303,464 in total current
liabilities, $255,826,259 in long term-debt, and total equity of
$73,839,060.

The Company reported a net loss of $6,924,991 on $104,812,943 of
revenue for nine months ended Sept. 30, 2010, compared with a net
loss of $8,745,555 on $92,804,297 of revenue in the same period
for the prior year.


SUNRISE REAL ESTATE: Good Speed and Better Time Invest $1-Mil.
--------------------------------------------------------------
On January 21, 2011, Sunrise Real Estate Group, Inc. Sunrise Real
Estate Development Group, Inc., entered into a Share Purchase
Agreement with Good Speed Services Limited to issue 2.5 million
shares to Good Speed for US$500,000.  This transaction is subject
to standard closing terms and conditions and is scheduled to close
on or before March 20, 2011.

On January 22, 2011, the Company, Sunrise Real Estate Development
Group, Inc., entered into a Share Purchase Agreement with Better
Times International Limited to issue 2.5 million shares to Better
Time for US $500,000.  This transaction is subject to standard
closing terms and conditions and is scheduled to close on or
before March 20, 2011.

Notwithstanding anything to the contrary, Good Speed and Better
Time will have the right, in its sole and absolute discretion, at
any time prior to its payment of Sunrise's shares, to terminate
this Agreement, in which event, this Agreement will be terminated
and no party will have any further obligation to any other party.

Sunrise, upon the closing of the Share Purchase Agreements, will
issue 2.5 million shares of common stock to Better Time for US
$500,000 and 2.5 million shares of common stock to Good Speed for
US $500,000, for a total aggregate amount of US $1 million to be
received by Sunrise.

                        About Sunrise Real

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
October 10, 1996, under the name of Parallax Entertainment, Inc.
On December 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc. filed Articles of Amendment with the Texas
Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

The Company's balance sheet at Sept. 30, 2010, showed
$15.20 million in total assets, $17.15 million in total
liabilities, $1.40 million in non-controlling interests of
consolidated subsidiaries, and a stockholders' deficit of
$3.36 million.

As reported in the Troubled Company Reporter on April 21, 2010,
Kenne Ruan, CPA, P.C., in Woodbridge, Conn., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company has significant accumulated losses from operations and
has a net capital deficiency.


SUNWEST MANAGEMENT: Judge Enters Order Closing Stayton Case
-----------------------------------------------------------
Michael Rose at the Statesman Journal reports that the Sunwest
Management Inc. bankruptcy case is finally over after the
bankruptcy judge signed an order closing the Chapter 11
bankruptcy.

                     About Sunwest Management

Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- was one of the largest
private senior living providers in the U.S.  In March 2009, U.S.
District Judge Michael Hogan appointed Michael Grassmueck --
founder and principal of Portland, Oregon-based Grassmueck Group,
a national firm that specializes in fiduciary and insolvency
services -- as receiver for the Company after the Securities and
Exchange Commission filed suit against Sunwest and former CEO Jon
Harder, alleging securities fraud.

Sunwest Management placed 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 protection on August 19, 2008.  On Aug. 17, 2008, eight
Sunwest-affiliated LLCs filed for Chapter 11 bankruptcy protection
from creditors in Tennessee.

Sunwest was later renamed Stayton SW Assisted Living.  As reported
by the Troubled Company Reporter on July 16, 2010, Judge Hogan
confirmed the plan of reorganization in the Chapter 11 proceedings
of Stayton.  The plan provides for the sale of up to 149 senior
living facilities to a joint venture formed by Blackstone Real
Estate Advisors VI L.P., Emeritus Senior Living and Columbia
Pacific Advisors.  The Blackstone/Emeritus joint venture acquired
the properties in exchange for cash, securities and debt valued at
$1.3 billion in cash.

Under the Plan, existing Sunwest investors were permitted to
receive either cash or securities in the new company, with a
choice between Class A preferred interests paying 6%, or up to 49%
in common interests in the joint venture.  The reorganization plan
also provides for the creation of a Trustco entity to hold certain
non-senior living assets, such as apartments, office buildings and
bare land, and liquidate the assets over time for the benefit of
the estate's investors and creditors.  The Receiver oversees
Trustco.

In August 2010, Stayton completed the sale of 132 senior living
facilities to the joint venture.  The transaction was valued at
$1.2 billion.

In December 2010, the federal equity receiver in charge of former
Oregon-based senior living provider Sunwest Management announced a
40% initial distribution to investors and other claimants in the
Sunwest securities violation case and related Chapter 11
bankruptcy proceeding.  Resources for the initial distribution
total $228 million and derive from a $1.2 billion real estate
transaction closed earlier this year, in which a joint venture led
by Blackstone Real Estate Advisors VI LP and Emeritus Senior
Living acquired 144 Sunwest properties in exchange for cash,
securities and assumption of debt.


SW BOSTON: Court Rejects Prudential's Bid to Lift Stay
------------------------------------------------------
Bankruptcy Judge Joan N. Feeney denied a request by Prudential
Insurance Company of America for relief from the automatic stay in
the bankruptcy cases of SW Boston Hotel Venture LLC and its
affiliates, without prejudice to renewal in the event that a plan
filed by the Debtor or Debtors is patently unconfirmable or that a
plan is not confirmed within a reasonable time.  The Court held
that there is no cause under 11 U.S.C. Sec. 362(d)(1) to grant
relief from stay and that the Debtor sustained its burden of
demonstrating that it has a plan in prospect.  It has shown
sufficient progress during the Chapter 11 case to support the
conclusion that there is a reasonable possibility of a
reorganization within a reasonable time.

The Debtors objected to Prudential's request.  The Official
Committee of Unsecured Creditors in the case filed a joinder to
the Debtors' objections.

Pursuant to a Construction Loan Agreement in January 2008,
Prudential agreed to lend SW Boston up to $192.2 million for the
construction of the W Hotel and condominium units at 100 Stuart
Street, Boston, Massachusetts.  SW Boston also entered into a
Subordinate Loan Agreement with the city of Boston, pursuant to
which Boston agreed to provide a $10.5 million loan of HUD Section
108 funds to finance the completion of a restaurant, spa, and
theme bar at the hotel.

The amount owed to Prudential is roughly $154 million, without
regard to whether it is entitled to post-petition interest or
expenses pursuant to 11 U.S.C. Sec. 506(b).  The amount owed to
the city of Boston, net of the value of its cash collateral, is
$6 million.

                         Valuation Dispute

The Debtors, Prudential and the City of Boston are currently lock
in a dispute as to the fair market of the W Hotel and
Condominiums.

Randell Harwood, a Senior Managing Director/Regional Manager of
Cushman & Wakefield, and Robert N. Skinner, a Director at C&W,
prepared an appraisal report in which they expressed the opinion
on behalf of Prudential that the Condominiums had a value of $86
million as of May 24, 2010.  C&W valued the W Hotel at $55 million
(or $234,043 per room) as of May 24, 2010.

Paul Griesmer, Senior Managing Director of FTI Consulting, Inc.,
the Debtor's appraiser, prepared an appraisal report as of
August 1, 2010, wherein he expressed the opinion that the value of
the Condominiums was $90.6 million as of August 1, 2010.  Mr.
Griesmer said the Hotel and Garage had a value of $65.6 million as
of August 1, 2010.

Rachel Roginsky, a Principal of Pinnacle Advisory Group, and
Jonathan L. Jaeger prepared an appraisal report for the City of
Boston, wherein they indicated that as of December 31, 2009, the
Condominiums with related parking had a value of $136.8 million.
Ms. Roginsky said the Hotel had a value of $57.7 million as of
October 22, 2009, and would have a value of $76.7 million as of
October 22, 2013.  Construction of the W Hotel had not been
completed at the time of the appraisal.

In her Order, Judge Feeney held that for the purposes of
Prudential's Motion, the value of the Condominiums is $88 million
while the value of the Hotel is $65.6 million.

In rejecting Prudential's request, Judge Feeney noted that the
Debtor has the support for its reorganization from its major
constituencies, including the City of Boston, the Unsecured
Creditors Committee, and Starwood Hotels and Resorts Worldwide,
Inc., the franchisor and manager of the Hotel operations.  The
Debtor is also making progress toward proposing a plan premised on
a three-year sales program for the Condominiums and positive cash
flow for the Hotel, which will result in substantial payments to
Prudential, the City of Boston and other creditors.  The Debtor
intends to provide for the payment of Prudential's allowed secured
claim from operations and from the revenue generated by the sales
of Condominiums, which will generate revenue for payments to
Prudential of between $116 and $118 million.  Moreover, the
Debtor's Condominium leasing program likely will generate
approximately $2.5 million.  The experts for both Prudential and
the Debtor agreed that the three-year sales period for the
Condominiums is a reasonable projection.

The Debtors have the exclusive right to file a plan through and
including January 31, 2011, and the exclusive right to solicit
acceptances of the plan through and including March 30, 2011.

A copy of the Court's January 28, 2011 Memorandum is available
at http://is.gd/9homrZfrom Leagle.com

                      About SW Boston Hotel

Boston, Massachusetts-based SW Boston Hotel Venture LLC is the
developer of the W Hotel.  The Company filed for Chapter 11
bankruptcy protection on April 28, 2010 (Bankr. D. Mass. Case No.
10-14535).  Harold B. Murphy, Esq., and Natalie B. Sawyer, Esq.,
at Hanify & King, P.C., is the Debtors' bankruptcy counsel.
Edwards Angell Palmer & Dodge LLP is the Company's special
counsel.  The Company estimated its assets and debts at
$100 million to $500 million.


ST. VINCENTS: Plan Filing Exclusivity Extended Until April 11
-------------------------------------------------------------
Bankruptcy Law360 reports that St. Vincents Catholic Medical
Centers has won an extension to file its reorganization plan after
convincing a bankruptcy judge that it needed more time to juggle
the administration of its businesses and real estate assets.

According to Law360, Judge Celia J. Morris of the U.S. Bankruptcy
Court for the Southern District of New York on Tuesday extended
the Debtors' exclusive plan period until April 11, 2011.

                      About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


TBS INTERNATIONAL: Converts 1.54MM Class B Shares to Class A
------------------------------------------------------------
On January 21, 2011, TBS International PLC converted, pursuant to
the terms of its Class B ordinary shares, 1,540,156 of its Class B
ordinary shares, par value $0.01, into an equal number of its
Class A ordinary shares, par value $0.01.  The Company issued the
Class A ordinary shares pursuant to the exemption from the
registration requirements afforded by Section 3(a)(9) of the
Securities Act of 1933, as amended.

                   About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- is a fully-integrated transportation
service company that provides worldwide shipping solutions to a
diverse client base of industrial shippers.

At September 30, 2010, TBS had total assets of US$906.794 million,
total debt, including current portion, of US$328.259 million, and
shareholders' equity of US$513.154 million.  TBS had working
capital deficit of US$297.663 million at September 30, 2010.

As reported in the Troubled Company Reporter on March 19, 2010,
PricewaterhouseCoopers LLP, in New York, expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company believes it will not be in compliance with the
financial covenants under its credit facilities during 2010, which
under the agreements would make the debt callable.  "This has
created uncertainty regarding the Company's ability to fulfill its
financial commitments as they become due."

TBS International in December 2010 disclosed that its various
lender groups have agreed to extend the current forbearance period
until January 31, 2011.  During such period, the lender groups
will continue to forbear from exercising their rights and remedies
which arise from the Company's failure to make principal payments
when due.  The Company will not make principal payments due on its
financing facilities during the extended forbearance period, but
it will continue to pay interest on those facilities at the
default interest rate.


TEAM NATION: Grants 250MM Restricted Shares to 4 Officers
---------------------------------------------------------
On January 24, 2011, the Board of Directors through Management of
Team Nation Holdings Corporation, entered into material agreements
with four primary officers of the Company for purposes of long
term retention of the key personnel of the Company for the
expected growth of the Company under its current business plan.
In order to secure the retention of these officers the Company
granted the four officers, Dennis R. Duffy, CEO and Director,
Janis Okerlund, President and Director, Norman J. Francis, EVP and
Director, and Daniel J. Duffy, EVP and Director, through their
respective management entities, KE Enterprises, Inc., Myriad
Ventures, LLC, Vision Management Solutions, LLC, and Onetrack
Management, Inc., the amount of 250,000,000 shares of restricted
shares of the Company's common shares to each of these officers
under a five year vesting agreement.  Under the agreement said
shares are issued but will be held for purposes of vesting under
the control of the corporation with vesting occurring at a rate of
1/60th of such shares per month for a period of 60 months, and
those shares will be subject to Rule 144 holding regulations when
vested.  Those shares are entitled to voting rights, but do not
fully vest in such ratio except on a monthly basis.  Those shares
are subject to forfeiture for numerous reasons under a vesting
agreement executed by each.

On January 21, 2011, the Company's Board of Directors and by a
vote of the majority of the voting shares of the Corporation,
approved an increase of the authorized shares of the Corporation
from one billion shares to two billion shares of common stock.
The Company amended its Articles of Incorporation by the filing of
a Certificate of Change with the Nevada Secretary of State.

                         About Team Nation

Newport Beach, Calif.-based Team Nation Holdings Corporation is a
management and services company specializing in management
solutions for title companies and providing title production
services.

The Company's balance sheet at September 30, 2010, showed
$3.03 million in total assets, $7.14 million in total liabilities,
and a stockholders' deficit of $4.10 million.

Kelly & Company CPAs expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's 2009 results.  The independent auditors noted that the
company, since beginning operations through a recapitalization in
June 2007, has suffered losses from operations and a working
capital deficiency.  "Team Nation Holdings Corporation incurred a
loss from continuing operations for the year ended December 31,
2009 of $3,617,233 and has current liabilities that exceeded
current assets by $5,077,197 and total liabilities that exceeded
total assets by $4,771,129."


TENET HEALTHCARE: Franklin Mutual Has 10.4% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on January 28, 2011, Franklin Mutual Advisers, LLC
disclosed that it beneficially owns 50,659,149 shares of common
stock of Tenet Healthcare Corporation, representing 10.4% of the
shares outstanding.  As of October 27, 2010, there were
485,533,728 shares of the Company's common stock, $0.05 par value,
outstanding.

Charles B. Johnson and Rupert H. Johnson, Jr., each own in excess
of 10% of the outstanding common stock of FRI and are the
principal stockholders of FRI.  However, because FMA exercises
voting and investment powers on behalf of its investment
management clients independently of FRI, the Principal
Shareholders, and their respective affiliates, beneficial
ownership of the securities being reported by FMA is being
attributed only to FMA.  FMA disclaims any pecuniary interest in
any of the Securities.  In addition, the filing of this Schedule
13G on behalf of FMA should not be construed as an admission that
it is, and it disclaims that it is, the beneficial owner, as
defined in Rule 13d-3, of any of the Securities.

                      About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

The Company's balance sheet at Sept. 30, 2010, showed
$8.53 billion in total assets, $6.77 billion in total
liabilities, and stockholders' equity of $1.76 million.

                           *     *     *

As reported by the TCR on Aug. 5, 2010, Moody's Investors Service
affirmed its "B2" corporate family rating for Tenet.  The rating
reflects Moody's expectation that the Company will likely see
positive free cash flow for the full year ending December 31,
2010, as operating results continue to improve and litigation
settlement payments end in the third quarter.  However, the
ratings also consider the significant headwinds facing the
company, and the sector as a whole, with respect to increasing bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline.

S&P's corporate credit rating on Tenet is 'B' and remains
unchanged.  The ratings agency noted that while the Company has
experience recent successes to date of a multiyear turnaround
effort, the Company has a still-weak business risk profile and
high financial leverage.

Fitch Ratings has issued its Recovery Rating review of the U.S.
Healthcare sector.  This review includes an analysis of valuation
multiples, EBITDA discounts applied, and detailed recovery
worksheets for issuers with a Fitch Issuer Default Rating of 'B+'
or lower in this sector.

Fitch Ratings has placed Tenet Healthcare Corp.'s ratings on
Rating Watch Positive.  Tenet's existing ratings are Issuer
Default Rating 'B-'; Secured bank facility 'BB-/RR1'; Senior
secured notes 'BB-/RR1'; Senior unsecured notes 'B/RR3.  The
ratings apply to approximately $4.3 billion of debt
outstanding as of Sept. 30, 2010.


T.H. PROPERTIES: Allows Bank to Take Over Wynstone Property
-----------------------------------------------------------
Patrick Lester at The Morning Call reports that T.H. Properties
has abandoned plans to build at its Village at Wynstone property
in New Hanover Township from the bankruptcy case, one of its
properties in Montgomery County, Maryland.

According to the report, T.H. Properties has reached an agreement
with Wilmington Trust of Pennsylvania to have the case of the
Village at Wynstone dismissed or converted to Chapter 7.  A motion
on the conversion or dismissal has been filed in bankruptcy court.

Wilmington Trust of Pennsylvania lent THP $5.5 million for work at
the Village at Wynstone.

"THP has determined that the Wynstone project is not currently
going to be part of the reorganization, so it agreed to dismiss
that case and allow the bank to take action with respect to
recovering its collateral," TH Properties said in a statement
released this week.

                     About T.H. Properties

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Northgate
Development Company, LP (Bankr. E.D. Calif. Case No. 09-____) was
among the affiliates that filed. Barry E. Bressler, Esq., at
Schnader, Harrison, Segal & Lewis, LLP, and Natalie D. Ramsey,
Esq., at Montgomery McCracken Walker and Rhoads LLP represent the
Debtors in their restructuring efforts.  T.H. Properties estimated
assets between $100 million and $500,000,000, and debts between
$10 million and $50 million in its Chapter 11 petition.

Affiliate Wynstone Development Group, LP (Bankr. E.D. Calif. Case
No. 10-17863) filed for Chapter 11 protection on September 14,
2010.  It estimated assets and debts of $1,000,001 to $10,000,000
in its Chapter 11 petition.


TRADE UNION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Trade Union International Inc.
        4651 State Street
        Montclair, CA 91763

Bankruptcy Case No.: 11-13071

Chapter 11 Petition Date: January 31, 2011

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

Judge: Deborah J. Saltzman

Debtor's Counsel: James C. Bastian, Jr., Esq.
                  SHULMAN HODGES & BASTIAN LLP
                  26632 Towne Centre Drive, #300
                  Foothill Ranch, CA 92610-2808
                  Tel: (949) 340-3400
                  E-mail: jbastian@shbllp.com

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

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

The petition was signed by Wen Pin Chang, president.

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Duck House, Inc., a California        11-13072           01/27/11
corporation

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Shanghai Bon Voyage International  --                     $215,468
Trading Co., Ltd.
2nd Floor, No. 110, Yan'An Road (E)
Shanghai, 200002 CHINA

Continental Agency                 --                     $111,123
1400 Montefino Avenue, Suite 200
Diamond Bar, CA 91765

Quartz Logistics Inc.              --                      $75,590
731 S. Garfield Avenue
Alhambra, CA 91801

Summit Logistics Int'l             --                      $60,573

Bullet Transportation Services     --                      $23,687

Travelers                          --                      $17,335

Mark Berger Sales Inc.             --                      $17,092

Pacificare of California           --                       $8,196

Monterey Lighting Solutions, Inc.  --                       $7,773

Brother Meza's Pallets             --                       $7,360

Joe Interrante                     --                       $7,220

Kaiser Foundation Health Plan      --                       $7,162

Clark Distribution Systems, Inc    --                       $6,025

KDA Products Inc                   --                       $5,775

Kodai (U.S.A.) Inc.                --                       $5,450

Joseph C. Higdon                   --                       $5,000

LSY Trucking                       --                       $4,500

Mountain View Packaging, Inc.      --                       $3,568

UPS Freight                        --                       $3,056

DUB Publishing Inc.                --                       $2,625


TV, LLC: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: TV, LLC, A California Limited Liability Company
        10501 Valley Boulevard, #1888
        El Monte, CA 91731

Bankruptcy Case No.: 11-14156

Chapter 11 Petition Date: January 31, 2011

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

Judge: Sheri Bluebond

Debtor's Counsel: Percy Duran, Esq.
                  LAW FIRM OF PERCY DURAN
                  720 Ganymede Drive
                  Los Angeles, CA 90065
                  Tel: (323) 276-8520
                  Fax: (323) 376-8918

Scheduled Assets: $5,200,000

Scheduled Debts: $14,500,000

The petition was signed by Bin Ling Lei, manager.

Debtor's List of seven Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Cross Ocean Holdings (USA), Inc.   Loan                 $3,700,000
10507 Valley Boulevard, #800
El Monte, CA 91731

LT Titan LP                        Loan                 $3,000,000
10501 Valley Boulevard, #1888
El Monte, CA 91731

JT LP                              Loan                 $2,600,000
10501 Valley Boulevard, #1888
El Monte, CA 91731

JT LLC                             Loan                   $850,000
10501 Valley Boulevard, #1888
El Monte, CA 91731

Jack Jang & Jean Lang              Loan                   $250,000
10501 Valley Boulevard, #1888
El Monte, CA 91731

Jack Jang                          Loan                   $100,000

Dr. Goldberg                       Loan                    $50,000


TRANSUNION CORP: Moody's Assigns 'Ba3' Rating to $950 Mil. Loan
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to TransUnion
Corp.'s (the parent company of Trans Union LLC, the primary debt
issuing subsidiary) proposed $950 million senior secured term
loan.  Concurrently, Moody's affirmed All Other Ratings Including
The B1 Corporate Family Rating.

                        Ratings Rationale

The proceeds from the new term loan will be used to refinance the
existing $945 million senior secured term loan.  The new term loan
will eliminate financial maintenance covenants, reduce interest
costs by potentially $10 million a year, and extend the maturity
date from June 2017 until February 2018.  In conjunction with the
refinancing, some or all of the revolver will have its maturity
date extended from June 2015 until February 2016 and will be
subject only to a senior secured net leverage ratio covenant.

The B1 CFR reflects TransUnion's high pro-forma leverage of over
5x arising from the leveraged buyout transaction in June 2010, in
which Madison Dearborn Partners, LLC, acquired a 51 percent equity
stake in TransUnion, and the concentrated business profile which
is highly dependent on U.S. consumer activity.  While the decline
of new mortgage and other loan originations stemming from the
credit crisis have also weighed on the rating, average daily
credit report volumes have shown an improving trend in 2010 due to
the stabilization of the U.S. economy and rebound in certain
lending activity (e.g., automobile and credit cards).

The B1 rating is supported by the company's strong market position
as one of the three leading global consumer credit bureaus, its
broadly diversified customer base marked by long-standing
relationships, and relatively solid financial performance through
economic cycles.  The company's business model has proven to be
relatively resilient due to its steady processing fee-based
revenues, solid operating margins, and effective cost controls.
The company's scaleable proprietary database and technological
capabilities provide a competitive advantage over smaller players
or potential entrants.

The stable rating outlook reflects Moody's expectation that under
Moody's base case scenario of low single digit GDP growth in the
U.S. for 2011, TransUnion will continue to generate free cash flow
consistent with historical levels due to its recurring processing
fees of its credit reporting franchise.

This rating was assigned:

* $950 Million Senior Secured Term Loan due 2018 -- Ba3 (LGD-3,
30%)

These ratings were affirmed /assessments revised:

* Corporate Family Rating -- B1

* Probability of Default Rating -- B1

* $200 Million Senior Secured Revolving Credit Facility due 2015 -
  - Ba3 (LGD-3, 30%)

* $645 Million Senior Unsecured Notes due 2018 -- B3 (LGD-5, 84%)

This rating will be withdrawn upon full repayment:

* $950 Million Senior Secured Term Loan due 2017 -- Ba3 (LGD-3,
  30%)

Headquartered in Chicago, Illinois, TransUnion Corp., with annual
revenues over $900 million, is a leading provider of credit
reporting data and information management services to companies
and individual consumers.


TREVOR DAVIS: 1055 Park Ave. Unit Sold at Distressed Price
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that a modern, glass-walled
condominium situated amid the pre-war co-ops on Park Avenue on the
Upper East Side of Manhattan seemed like a winner at the height of
the real-estate boom.  But now the first of five translucent
duplex and triplex apartments in the building at 1055 Park Ave.
has just gone into contract at what brokers say was a distressed
price for the prime location -- less than $1,850 a square foot,
the report relates.   According to DBR, the contract price totaled
just under $4 million for an apartment on the corner of East 87th
Street, brokers said. The report relates that it was less than
half the original asking price of $9.3 million a few years ago.

As reported in the Troubled Company Reporter on December 30, 2010,
Theresa Agovino, writing for Crain's New York Business, reports
that developer Trevor Davis filed for personal Chapter 11
bankruptcy on December 22, 2010, in an attempt to hang on to his
struggling luxury condo development at 1055 Park Ave.  According
to Ms. Agovino, Mr. Davis said in court papers that one of his
lenders, Zimco Holdings, was planning to hold a UCC foreclosure
sale of his interest in the property.  The sale would have wiped
out Mr. Davis' equity in the property, which he said is
"substantial."  Mr. Davis disclosed assets of $75 million and
secured debt of $50 million in his petition, the report noted.

Crain's related the court papers said Zimco alleges that Mr. Davis
has defaulted on a loan it made to him, which published reports
say is worth $6 million.  Furthermore, the court papers said the
default on the Zimco loan is tied to a default on a senior loan.
That $15 million loan was recently purchased by Austrian investor
Andreas Badian, according to website The Real Deal, which first
wrote about the bankruptcy.


TRIBUNE CO: Caption Colorado Files Administrative Claim
-------------------------------------------------------
Tribune Company or its subsidiaries and Caption Colorado were
parties to a certain agreement, dated as of January 3, 2000, for
closed captioning services of live programs to certain television
stations owned and operated by Tribune.

The Agreement provides that unless earlier terminated, it will
automatically renew for successive 12-month periods, unless
Tribune, the Stations or Caption Colorado, at least 90 days before
the end of the initial term or before the end of any extension
period, provides written notice to the other party of the intent
to terminate the Agreement.  The Initial Term of the Agreement
terminated on December 31, 2010.

As of the Petition Date, the Debtors owed Caption Colorado
$191,855 for unpaid services rendered pursuant to the Agreement.
Eric Lopez Schnabel, Esq., at Dorsey & Whitney (Delaware) LLP, in
Wilmington, Delaware -- schnabel.eric@dorsey.com -- informs the
Court that since the Petition Date, Caption Colorado has continued
to provide the Stations with closed captioning services, and the
Debtors have timely paid for the postpetition services on an on-
going basis.

Since Caption Colorado did not receive written notice from either
Tribune or any of the Stations apprising it of Tribune's or any of
the Stations' intent to terminate the Agreement, the Agreement
automatically renewed on October 1, 2010, Mr. Schnabel avers.  He
notes that at that time, the term of the Agreement was extended
through December 31, 2011.  In addition, the rates charged
pursuant to the Agreement increased 2% as of January 1, 2011.

After the Agreement automatically renewed, the Debtors breached
it by ceasing to accept services from Caption Colorado as of
January 1, 2011, Mr. Schnabel contends.  He argues that Caption
Colorado is entitled to damages as a result of the Debtors' breach
of the Agreement in the total amount of $1,313,449, plus costs,
including reasonable attorney's fees.

By this motion, Caption Colorado asks Judge Kevin Carey to allow
it an administrative expense claim for its damages on account of
Tribune's breach of the Agreement in the total amount of
$1,313,449 plus costs, as permitted by Section 503(b)(1)(A) of
the Bankruptcy Code.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Sprint Nextel Wants Schedules Amended to Add Contracts
------------------------------------------------------------------
Sprint Nextel seeks the Bankruptcy Court's authority to amend the
Debtors' schedules of assets and liabilities pursuant to Rule
1009(a) of the Federal Rules of Bankruptcy Procedure.

Sherry Ruggiero Fallon, Esq., at Tybout, Redfearn & Pell, in
Wilmington, Delaware, counsel for Sprint Nextel, tells the Court
that property of the Debtors' estates includes:

  (a) a PCS Site Agreement dated November 21, 1996, between
      Sprint Spectrum L.P. an affiliate of Sprint Nextel, and
      Channel 20, Inc., a Debtor.  On March 31, 2006, Sprint
      Spectrum Realty Company LP, successor-in-interest to
      Sprint Spectrum LP and Channel 20, Inc. entered into a
      First Amendment to PCS Site Agreement.  The Connecticut
      Contract is a lease which will expire in November of 2035;

  (b) a Lease Agreement dated April 5, 2001, between UbiquiTel
      Leasing Company and Sinclair Media II, Inc.  A Sprint
      Nextel affiliate is the successor-in-interest to UbiquiTel
      Leasing Company, and Tribune Broadcast Holdings, Inc., a
      Debtor, is the successor-in-interest to Sinclair Media II,
      Inc.  The Indiana Contract will expire in April of 2026.

The Debtors filed their Schedules on April 13, 2009.  The
Contracts are not listed on the Debtors' Schedules.  Subsequent
amendments to the Debtors' Schedules have not corrected these
omissions, according to Ms. Ruggiero.

Ms. Ruggiero notes that approximately seven months ago, Sprint
brought these omissions to the attention of the Debtors.  Debtors'
counsel investigated and determined that the Contracts were not
scheduled, erroneously, he tells the Court.  The Debtors' counsel
then agreed and repeatedly confirmed, in e-mail communications to
amend the appropriate Schedules to the list of Contracts, he adds.

Ms. Ruggiero relates that more recently, however, the Debtors'
counsel stated in an e-mail communication that the Debtors would
not amend the Schedules and that the Contracts would "ride
through" the Debtors' proposed plan of reorganization which
provides for all executory contracts to be assumed unless
specifically rejected.  Ms. Ruggiero argues that this conclusion
is inaccurate, as the Contracts are not listed on the Debtors'
Schedules and so they are not part of the record in the bankruptcy
cases to ride through.

The Debtors' plan is subject to competing plans and it is
important that the inventory of estate property and the Schedules
be accurate, Ms. Ruggiero maintains.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: WTC Insists on PHONES Claims Estimation
---------------------------------------------------
Wilmington Trust Company, successor indenture trustee for the
Exchangeable Subordinated Debentures due 2029 in the aggregate
principal amount of $1.2 billion or the "PHONES", has asked the
Court to determine (a) the amount of the PHONES claim; and (b) the
proper classification of the PHONES claim in the proposed plans of
reorganization in the bankruptcy case of Tribune Company and its
debtor affiliates.

Several parties-in-interest filed with the Court responses to the
Motion.  Among other parties, the Official Committee of Unsecured
Creditors asks the Court to deny the Motion or, at most, allow the
claims, consistent with the Court's order establishing, among
other things procedures for solicitation and tabulation of votes,
at $1.  The Committee asserts that the request of Wilmington Trust
for estimation has no merit.  The Committee avers that those
claims are properly classified under the Debtor/Committee/Lender
Plan as Class 1E bondholder claims.  The Committee maintains that
the Debtor/Committee/Lender Plan establishes a logical and
appropriate classification structure.

Any question as to whether Wilmington Trust Company's fees
incurred in its capacity as indenture trustee for the Exchangeable
Subordinated Debentures 2029 are reasonable is an issue
appropriate for another day, if anyone actually objects to this
claim, counsel to Wilmington Trust, William D. Sullivan, Esq., at
Sullivan Hazeltine Allinson LLC, in Wilmington, Delaware --
bsullivan@sha-llc.com -- counters.

However, there is no serious dispute as to whether these fees and
expenses were incurred nor is there is a specific dispute as to
whether the fees and expenses are reasonable, Mr. Sullivan points
out.  Most importantly, neither the Debtors nor the Official
Committee of Unsecured Creditors actually contest that Wilmington
Trust's Trustee Fees should be classified as a Class 1F Claim
"Other Parent Claim," he stresses.

Thus, the Debtors' request to delay any determination on the
Motion for Temporary Allowance pending the expiration of the
voting deadline is without merit, Mr. Sullivan contends.  This is
a blatant effort to disenfranchise creditors entitled to vote on
an assumption that the applicable class will accept the
Debtors/Committee/Lender Plan regardless of whether Wilmington
Trust's Indenture Trustee Fees votes, he avers.

In another filing, Deutsche Bank Trust Company Americas, in its
capacity as the former indenture trustee, and Bank of Montreal
Trust Company pursuant to which Tribune Company issued the
Debentures, say they take no position on Wilmington Trust's Motion
and file this response to clarify the record.  Specifically,
certain parties have stated that DBTCA improperly recorded PHONES
Certificates that were the subject of an Exchange Request.

For the record, DBTCA did not cancel any of the Phones
Certificates until after the Exchange Requests had been fully
processed, Katharine L. Mayer, Esq., at McCarter & English, LLP,
in Wilmington, Delaware, relates.  The incorrect references in the
responses suggest otherwise and seem to conflate a cancellation
with the reductions in outstanding certificates that took place as
a result of the holder initiating an Exchange Request, she further
notes.

Gordon Z. Novod, Esq., at Brown Rudnick LLP, attorney for
Wilmington Trust, filed with the Court a declaration in support of
Wilmington Trust's Estimation Motion.

The Official Committee of Unsecured Creditors filed with the
Court, on January 14, 2011, a joinder to the Debtors' response as
to Wilmington Trust Company's Estimation Motion.

                      Deutsche Bank Responds

Deutsche Bank Trust Company Americas, in its capacity as the
former indenture trustee for the indenture dated as of April 1,
1999 by and between Tribune Company and Bank of Montreal Trust
Company, tells the Court that it takes no position on the Motion
and submits the response because a number of parties have
incorrectly suggested that DBTCA improperly "canceled" certain
PHONES that had been tendered for exchange.  These statements are
incorrect and DBTCA filed this response to clarify the record.

For the record, it should be noted that DBTCA did not cancel any
of the PHONES Certificates until after the Exchange Requests had
been fully processed.  The incorrect references in the Responses
suggest otherwise and seem to conflate a "cancellation" with the
reductions in outstanding certificates that took place as a result
of the holder initiating an Exchange Request.

                           *     *     *

Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, the Court temporarily allowed Wilmington Trust's claim
for Indenture Trustee Fees for $14.16 million only for purposes of
voting on the Debtor/Committee/Lender Plan as a Class 1F Other
Parent Claim without the requirement to provide additional
supportive documentation by and that set forth in the declaration
of Gordon Z. Novod, dated January 21, 2011; provided, however,
that if the votes of the Class 1F Claims to accept the
Debtor/Committee/Lender Plan are challenged in sufficient number
or amount that the temporary allowance of the Indenture Trustee
Fees for voting purposes may result in Class 1F not accepting the
Debtor/Committee/Lender Plan, the Debtor/Committee/Lender Plan
proponents will have the right to object to the amount of
Wilmington Trust's Indenture Trustee Fees for voting purposes on
the basis that the amount is not reasonable, including, without
limitation, on the basis that Wilmington Trust has submitted
insufficient supportive documentation.

Wilmington Trust's claim are temporarily allowed for purposes of
voting on the Bridge Plan as Class 1G General unsecured claim for
$14.16 million.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. And Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRONOX INC: Unit Files Adversary Complaint Against RTI Hamilton
---------------------------------------------------------------
Bankruptcy Law360 reports that a subsidiary of Tronox Inc. has
accused RTI Hamilton Inc. of unfairly trying to wriggle out of
contracts to buy chemicals and build a $300 million titanium
sponge production facility.

Law360 relates that an adversary complaint filed by Tronox LLC on
Friday in the U.S. Bankruptcy Court for the Southern District of
New York alleges RTIH failed to make certain payments.

                          About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until September 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of December 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On November 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated November 5, 2010.  Under the Plan, Tronox
will reorganize around its existing operating businesses,
including its facilities at Oklahoma City, Oklahoma; Hamilton,
Mississippi; Henderson, Nevada; Botlek, The Netherlands and
Kwinana, Australia.


TROPICANA ENT: Adamar of NJ Wants Bar Date Order Enforced
---------------------------------------------------------
Pursuant to Section 501 of the Bankruptcy Code and Rules
3003(c)(2) and (3) of the Federal Rules of Bankruptcy Procedure,
Adamar of NJ In Liquidation, LLC, formerly known as Adamar of New
Jersey, Inc., and Manchester Mall, Inc., ask the U.S. Bankruptcy
Court for the District of New Jersey to enforce the May 27, 2009
Bar Date Order.

Among other things, the Bar Date Order set July 17, 2009, as the
last date for creditors, other than governmental units, to file
prepetition claims against the NJ Debtors.

On May 29, 2009, the NJ Debtors' noticing, claims and balloting
agent, Kurtzman Carson Consultants LLC, gave notice of the Bar
Date to all entities known or reasonably ascertainable as
potential holders of claims against the NJ Debtors.  Moreover, on
June 4, 2009, the NJ Debtors published the Bar Date Notice in The
Press of Atlantic City, The Courier Post, The Newark Star Ledger,
and The Philadelphia Inquirer in accordance with the Bar Date
Order.

Counsel to the NJ Debtors, Ilana Volkov, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey, notes
that there are certain known creditors that received the Bar Date
Notice, but failed to file a proof of claim on or before the Bar
Date.  A list of these Estopped Creditors is available at no
charge at:

    http://bankrupt.com/misc/TropiA_EstoppedParties012511.pdf

The Estopped Creditors are plaintiffs in lawsuits in state or
federal courts, or current or former employees in workers'
compensation cases filed against the NJ Debtors before the
Petition Date.  These lawsuits were stayed pursuant to Section
362(a) of the Bankruptcy Code, Ms. Volkov relates.

During the pendency of these cases, certain prepetition personal
injury litigants attempted to continue prosecuting their lawsuits
against the Debtors notwithstanding the automatic stay.  These
lawsuits have not been withdrawn despite the fact that the
plaintiffs received notice of the Bar Date and failed to file a
proof of claim, Ms. Volkov says.

In addition, the NJ Debtors were forced to defend those efforts
at continued prosecution on grounds that include the notion that
no proof of claim was filed.  These grounds were met with
resistance from plaintiffs.  As a result, the NJ Debtors believe
that the prepetition personal injury litigants might seek to
continue prosecution of the lawsuits against them after these
bankruptcy cases are closed in violation of the Federal Rules of
Bankruptcy Procedure and the Bar Date Order, Ms. Volkov tells
Judge Wizmur.

The NJ Debtors also believe that some current or former employees
might seek to continue prosecution of their workers' compensation
cases after the bankruptcy cases are closed, Ms. Volkov adds.

The Estopped Creditors should be barred from pursuing any and all
prepetition claims against the NJ Debtors in accordance with
Bankruptcy Rule 3003(c)(3) and the Bar Date Order, which provides
that "creditors who failed to file a proof of claim against the
[NJ] Debtors, but were required to do so, could not participate
in any distribution in the [NJ] Debtors' Chapter 11 cases on
account of such claim and were barred from asserting such claim,"
Ms. Volkov asserts.  She maintains that the Estopped Creditors
were afforded adequate notice of the Bar Date.

If the lawsuits or claims are not dismissed promptly, the
claimants might erroneously seek to pursue their prepetition
claims against the NJ Debtors after these cases are closed.  If
that occurs, the NJ Debtors will not have the resources to defend
those collection efforts and adverse relief might be entered
against them in violation of the Bar Date order and the
Bankruptcy Rules, Ms. Volkov cautions.  To avoid this, the Court
should exercise its broad equitable powers under Section 105(a)
of the Bankruptcy Code and require the Estopped Creditors to
dismiss their claims against the NJ Debtors within 30 days after
entry of an order granting the NJ Debtors' current motion, she
emphasizes.

A hearing on the matter is set for February 15, 2011.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

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


TROPICANA ENT: Court Denies Dismissal of Suit vs. W. Yung
---------------------------------------------------------
In a ruling dated January 12, 2011, Judge Kevin J. Carey of the
U.S. Bankruptcy Court for the District of Delaware denied the
Motion to Dismiss filed by Defendants William J. Yung, III, Wimar
Tahoe Corporation, formerly known as Tropicana Casino and
Resorts, Inc., Columbia Sussex Corporation, Joe Yung, 1994
William J. Yung Family Trust, CSC Holdings, LLC, JMBS Casino
Trust, and Casuarina Cayman Holdings, LLC.  The Defendants sought
to dismiss the Complaint initiated against them for failure to
state a claim pursuant to Rules 7008 and 7012 of the Federal
Rules of Bankruptcy Procedure, and Rules 8(a)(2) and 12(b)(6) of
the Federal Rules of Civil Procedure.

To recall, Lightsway Litigation Services, LLC, solely in its
capacity as trustee of the Tropicana Litigation Trust established
in the Chapter 11 cases of the Delaware Tropicana Debtors and the
New Jersey Debtors, commenced a complaint in the U.S. Bankruptcy
Court for the District of Delaware on February 17, 2010, charging
the Defendants with misconduct, breach of fiduciary obligation,
breach of contract, and aiding and abetting.  Lightsway filed the
Complaint on behalf of the Debtors and pursuant to the Litigation
Trust established under the Debtors' confirmed Chapter 11 Plans.

Judge Carey directs Lightsway to file an amended Complaint.

Pursuant to the amended scheduling order entered on January 19,
2011, Lightsway is given until this week to file an Amended
Complaint.  The Defendants will have until February 25, 2011, to
answer or otherwise respond to the Amended Complaint.

The Court further notifies parties-in-interest that a status
conference in the Adversary Proceeding will be held on
February 2, 2011.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

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


TROPICANA ENT: LandCo Debtors Submit Post-Conf. Reports for Q4
--------------------------------------------------------------
Marie Ramsey, vice president of finance of reorganized Tropicana
entities known as the LandCo Debtors, submitted separate post-
confirmation quarterly summary reports of the LandCo Debtors for
the reporting period from October 1, 2010, to December 31, 2010:

                                    Beginning      Ending
LandCo Debtor                      Cash Balance  Cash Balance
-------------                      ------------  ------------
Adamar of Nevada Corporation                 $0            $0
Hotel Ramada of Nevada Corporation            0             0
Tropicana Development Company LLC             0             0
Tropicana Enterprises                         0             0
Tropicana Las Vegas Holdings, LLC             0             0
Tropicana Las Vegas Resort and Casino, LLC    0             0
Tropicana Real Estate Company, LLC            0             0

The Chapter 11 Plan of the LandCo Debtors was confirmed on May 5,
2009, and was subsequently declared effective on July 1, 2009.

                   About Tropicana Entertainment

Tropicana Entertainment Inc. is a publicly reporting company that,
along with its affiliates, owns or operates nine casinos and
resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey.
The Company owns approximately 6,000 rooms, 9,000 slot positions
and 250 table games.  In addition, the Company owns a development
property in Aruba.  The company is based in Las Vegas, Nevada.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation from the Bankruptcy Court of a
reorganization plan.  On April 29, 2009, non-debtor units of the
OpCo Debtors, designated as the New Jersey Debtors -- Adamar of
New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.
Effective March 8, Tropicana Entertainment successfully emerged
from the Chapter 11 reorganization process as an Carl Icahn-owned
entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have obtained approval
of a separate Chapter 11 plan.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as
their claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have
merged into Adamar of NJ In Liquidation, LLC.  The merger and name
change is in accordance with an Amended and Restated Purchase
Agreement, which governs the sale and transfer of the operations
of the Tropicana Casino and Resort - Atlantic City, including
substantially all of the New Jersey Debtors' assets, to Tropicana
Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana
AC Sub Corp., free and clear of any and all liens, claims and
encumbrances.

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


TRUTH FOR LIVING: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Truth For Living Ministries, Inc. a Florida non-profit
        corporation
        159 Clark Road
        Jacksonville, FL 32218

Bankruptcy Case No.: 11-00543

Chapter 11 Petition Date: January 28, 2011

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

Judge: Paul M. Glenn

Debtor's Counsel: Brett A. Mearkle, Esq.
                  LAW OFFICE OF BRETT A. MEARKLE
                  8777 San Jose Boulevard, Suite 801
                  Jacksonville, FL 32217
                  Tel: (904) 352-1342
                  Fax: (904) 352-1814
                  E-mail: mearklecourtmail@gmail.com

Scheduled Assets: $2,688,500

Scheduled Debts: $2,358,774

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-00543.pdf

The petition was signed by Dr. Leonard D. Love, senior
pastor/president.


TUSCANY ENERGY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tuscany Energy, LLC
        c/o Donald C. Sider & Assoc.
        6751 N Federal Highway #200
        Boca Raton, FL 33487

Bankruptcy Case No.: 11-12349

Chapter 11 Petition Date: January 28, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  SHRAIBERG, FERRARA, & LANDAU P.A.
                  2385 NW Executive Center Dr. #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  E-mail: bshraiberg@sfl-pa.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb11-12349.pdf

The petition was signed by Donald C. Sider, manager.


TWCC HOLDING: S&P Assigns 'BB-' to $1.72-Bil. Credit Facilities
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Atlanta, Ga.-based
cable channel company TWCC Holding Corp.'s proposed $1.72 billion
credit facilities its issue-level rating of 'BB-' (one notch
higher than the 'B+' corporate credit rating on the company) with
a recovery rating of '2', indicating S&P's expectation of
substantial (70% to 90%) recovery for lenders in the event of a
payment default.  The facilities consist of a $1.6 billion term
loan due 2017 and a revolving credit facility of up to
$120 million, which includes a nonextended class due 2014 and an
extended class due 2016.  The company plans to use the proceeds of
the proposed term loan to refinance its existing term loan and to
redeem its senior subordinated notes, which S&P does not rate.

At the same time, S&P affirmed its 'B+' corporate credit rating on
the company and revised its rating outlook to positive from
stable.  The positive outlook reflects S&P's expectation that
TWCC's financial performance and credit metrics could improve
enough over the next year so that the company will be able to
lower its lease-adjusted leverage to below 5.5x through EBITDA
growth and debt reduction.

Standard & Poor's Ratings Services' 'B+' corporate credit rating
on Atlanta, Ga.-based cable channel company TWCC Holding Corp.
reflects the company's business concentration and its high debt
leverage since its September 2008 leveraged buyout.  The company
has a good EBITDA margin and a solid position in 24-hour local
weather reporting on TV and through interactive and mobile media,
but its heavy debt burden limits rating upside, in S&P's view.

S&P regard TWCC's business risk profile as fair because of its
very narrowly based business, competition with other weather
information providers, and commodity-like content.  S&P regard the
company's financial risk profile as aggressive, based on its high
debt leverage.

Owner of the Weather Channel, TWCC is the category leader in
providing weather information on TV, the Internet, and mobile
devices.  The Weather Channel reaches about 100 million cable and
satellite TV households, signifying close to full U.S.
distribution.  The company's weather.com Web site, a top-20 site
by traffic, is accessible by both computer and mobile phone.
Based on its subscriber penetration and profitability, S&P views
the company as having a good brand franchise.


UCI INTERNATIONAL: Files Form 15 for Floating Rate Notes
--------------------------------------------------------
On January 26, 2011, UCI International, Inc. filed a notice of
termination of registration under Section 12(g) of the Securities
Exchange Act of 1934 or suspension of duty to file reports under
Sections 13 and 15 of the Securities Exchange Act of 1934 under
Form 15 in connection with its Floating Rate Senior PIK Notes due
2013.  UCI said that approximate number of holders of record as of
the certification or notice date is now less than 300.

                      About UCI International

UCI, headquartered in Evansville, Indiana, is one of the larger
and more diversified companies primarily servicing the vehicle
aftermarket.  The company supplies a broad range of filtration
products, fuel delivery systems, cooling systems, and vehicle
electronics products.  While approximately 88% of revenues are
automotive related, UCI also services customers within the
trucking, marine, mining, construction, agricultural, and
industrial vehicle markets.  Annual revenues in 2009 were
approximately $885 million.  UCI is a portfolio company of The
Carlyle Group.

The Company's balance sheet at Sept. 30, 2010, showed
$1.141 billion in total assets, $1.110 billion in total
liabilities, and $30.16 million in stockholders' equity.

Moody's Investors Service in October 2010 raised the ratings of
UCI International -- Corporate Family and Probability of Default -
- to 'B2' from 'Caa1'.  Moody's affirmed the ratings in January
2011.

Moody's said the affirmation of B2 UCI's Corporate Family Rating
incorporates the modest debt reduction expected upon the
consummation of the company's acquisition by an affiliate of the
Rank Group.  The stable rating outlook reflects the company's
improved profitability over recent quarters due to the effects of
cost reduction initiatives, a stabilizing business environment,
and adequate liquidity profile.


UNIGENE LABORATORIES: Victory Park Owns 9.15MM Common Shares
------------------------------------------------------------
In a Form 3 filing with the Securities and Exchange Commission on
January 26, 2011, Victory Park Capital Advisors, LLC, classified
as 10% owner, disclosed that it beneficially owns 9,147,464 shares
of common stock of Unigene Laboratories Inc.  All of the reported
shares of Common Stock are beneficially owned directly by Credit
Opportunities and indirectly by (i) Capital Advisors, as the
investment manager for Credit Opportunities, (ii) Jacob Capital,
as the manager of Capital Advisors, and (iii) Richard Levy, as the
sole member of Jacob Capital.

Victory Park also reported derivative ownership of Senior Secured
Convertible Notes.

The Credit Opportunities Note is in an aggregate principal amount
of $21,046,606.  The Credit Opportunities Note is convertible, at
the holder's option, into shares of Common Stock upon the earliest
of (i) March 17, 2011 and (ii) the occurrence of any of certain
events set forth in the Credit Opportunities Note, including the
Company' delivery of a redemption notice with respect to the
Credit Opportunities Note, certain fundamental transactions
involving the Company or an event of default under the Credit
Opportunities Note.

The maturity date of the Credit Opportunities Note is the earlier
of (i) March 17, 2013 and (ii) such earlier date as the unpaid
principal balance of the Credit Opportunities Note becomes due and
payable pursuant to the terms of the Credit Opportunities Note.
The Credit Opportunities Note provides for interest to be paid in
kind at a rate per annum equal to the greater of (i) the Prime
Rate plus 5% and (ii) 15%, which interest, in the absence of an
Event of Default, may be capitalized and added to the outstanding
principal balance of the Credit Opportunities Note on March 17,
2011 and on each anniversary of such date.  The conversion rate,
which is subject to adjustment as set forth in the Credit
Opportunities Note, is calculated by dividing the sum of the
principal to be converted, plus all accrued and unpaid interest
thereon, by $0.70 per share.

On March 17, 2011, assuming that the accrued interest payable on
such date to Credit Opportunities under the Credit Opportunities
Note is capitalized and added to the outstanding principal balance
of the Credit Opportunities Note, the total number of shares of
Common Stock issuable to Credit Opportunities upon conversion of
the Credit Opportunities Note will be 34,639,206 shares.  The
Credit Opportunities Note is beneficially owned directly by Credit
Opportunities and indirectly by (i) Capital Advisors as the
investment manager for Credit Opportunities, (ii) Jacob Capital,
as the manager of Capital Advisors, and (iii) Richard Levy, as the
sole member of Jacob Capital.  Each of Capital Advisors, Jacob
Capital and Mr. Levy disclaims beneficial ownership of the Credit
Opportunities Note except to the extent of its or his pecuniary
interest therein.

The VPC Fund Note is in an aggregate principal amount of
$11,953,393.  The VPC Fund Note is convertible, at the holder's
option, into shares of Common Stock upon the earliest of (i) March
17, 2011 and (ii) the occurrence of any of certain events set
forth in the VPC Fund Note, including the Company's delivery of a
redemption notice with respect to the VPC Fund Note, certain
fundamental transactions involving the Company or an event of
default under the VPC Fund Note.

The maturity date of the VPC Fund Note is the earlier of (i) March
17, 2013 and (ii) such earlier date as the unpaid principal
balance of the VPC Fund Note becomes due and payable pursuant to
the terms of the VPC Fund Note.

The VPC Fund Note provides for interest to be paid in kind at a
rate per annum equal to the greater of (i) the Prime Rate plus 5%
and (ii) 15%, which interest, in the absence of an Event of
Default, may be capitalized and added to the outstanding principal
balance of the VPC Fund Note on March 17, 2011 and on each
anniversary of such date.  The conversion rate, which is subject
to adjustment as set forth in the VPC Fund Note, is calculated by
dividing the sum of the principal to be converted, plus all
accrued and unpaid interest thereon, by $0.70 per share.  On March
17, 2011, assuming that the accrued interest payable on such date
to VPC Fund under the VPC Fund Note is capitalized and added to
the outstanding principal balance of the VPC Fund Note, the total
number of shares of Common Stock issuable to VPC Fund upon
conversion of the VPC Fund Note will be 19,673,294 shares.

The VPC Fund Note is beneficially owned directly by VPC Fund and
indirectly by (i) Victory Park GP, as the general partner of VPC
Fund, (ii) Jacob Capital, as the sole member and manager of
Victory Park GP, and (iii) Richard Levy, as the sole member of
Jacob Capital.  Each of Victory Park GP, Jacob Capital and Mr.
Levy disclaims beneficial ownership of the VPC Fund Note except to
the extent of its or his pecuniary interest therein.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

The Company's balance sheet at Sept. 30, 2010, showed
$25.66 million in total assets, $62.50 million in total
liabilities, and a stockholders' deficit of $36.83 million.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended December 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of December 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.


UNIGENE LABORATORIES: Jacob Capital Discloses 43.3% Equity Stake
----------------------------------------------------------------
In a Schedule 13D filing with the Securities and Exchange
Commission on January 26, 2011, Jacob Capital, LLC, disclosed that
it beneficially owns 63,459,964 shares of common stock of Unigene
Laboratories, Inc. representing 43.3% of the shares outstanding,
based on 92,325,597 outstanding shares of the Common Stock of the
company on October 29, 2010, as reported in the company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2010, as filed with the Securities and Exchange Commission on
November 9, 2010.

Other affiliates of Victory Park also disclosed beneficial
ownership of shares of the Company:

                                           Shares        Equity
                                     Beneficially Owned  Stake
                                     ------------------  ------
Victory Park Credit Opportunities
Master Fund, Ltd.,                      43,786,670       34.5%
VPC Fund II, L.P.                       19,673,294       17.6%
Victory Park GP II, LLC                 19,673,294       17.6%
Victory Park Capital Advisors, LLC      43,786,670       34.5%
Richard Levy                            63,459,964       43.3%

As disclosed in the original filing, the original Convertible
Note, in the principal amount of $33,000,000, was issued by the
Company to the Credit Opportunities Fund on March 17, 2010.  As
disclosed in Amendment No. 1, effective as of July 28, 2010, the
Credit Opportunities Fund and VPC Fund II, L.P. entered into an
Assignment and Assumption Agreement pursuant to which the Credit
Opportunities Fund sold and assigned to the VPC Fund a portion of
the original Convertible Note equal to $7,103,393 in principal
amount, plus $396,606 in payment-in-kind interest accrued thereon
through the date of the July Convertible Note Transfer Agreement,
for a total purchase price of $7,500,000 in cash.

Subsequent to the filing of Amendment No. 1, effective as of
December 22, 2010, the Credit Opportunities Fund and the VPC Fund
entered into an Assignment and Assumption Agreement pursuant to
which the Credit Opportunities Fund sold and assigned to the VPC
Fund an additional portion of the original Convertible Note equal
to $4,850,000 in principal amount, plus $565,833 in payment-in-
kind interest accrued thereon through the date of the December
Convertible Note Transfer Agreement, for a total purchase price of
$5,999,311 in cash.  The aggregate portion of the original
Convertible Note equal to $11,953,393 in principal amount sold and
assigned to the VPC Fund prior to the date hereof pursuant to the
July Convertible Note Transfer Agreement and the December
Convertible Note Transfer Agreement is referred to in this
Schedule 13D as the "VPC Fund Note" and the portion of the
original Convertible Note equal to $21,046,606 in principal amount
retained by the Credit Opportunities Fund is referred to in this
Schedule 13D as the "Credit Opportunities Note."  The VPC Fund
Note and the Credit Opportunities Note are collectively referred
to in this Schedule 13D as the "Convertible Notes."

The Amendment is being filed to report, among other things:

   (i) the December Convertible Note Transfer; and

  (ii) that because (A) the Credit Opportunities Note will become
       convertible by the Credit Opportunities Fund into
       34,639,206 shares of Common Stock on March 17, 2011, and
      (B) the VPC Fund Note will become convertible by the VPC
       Fund into 19,673,294 shares of Common Stock on March 17,
       2011, (x) the beneficial ownership of shares of Common
       Stock by each of the Credit Opportunities Fund, Capital
       Advisors, as the investment manager of the Credit
       Opportunities Fund, Jacob Capital, as the manager of
       Capital Advisors, and Richard Levy, as the sole member of
       Jacob Capital, has increased substantially as of January
       16, 2011, and (y) each of the VPC Fund and Victory Park GP
       II, LLC, a Delaware limited liability company, as the
       general partner of the VPC Fund, became the beneficial
       owner of greater than 5% of the outstanding shares of
       Common Stock as of January 16, 2011.

As of January 25, 2011, (a) the Credit Opportunities Fund is the
holder of 9,147,464 shares of Common Stock and 34,639,206 shares
of Common Stock issuable to the Credit Opportunities Fund upon
conversion of the Credit Opportunities Note on March 17, 2011, and
(b) the VPC Fund is the holder of 19,673,294 shares of Common
Stock issuable to the VPC Fund upon conversion of the VPC Fund
Note on March 17, 2011.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

The Company's balance sheet at Sept. 30, 2010, showed
$25.66 million in total assets, $62.50 million in total
liabilities, and a stockholders' deficit of $36.83 million.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended December 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of December 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.


UNITED CONTINENTAL: Reports $325 Mil. Net Loss in Fourth Quarter
----------------------------------------------------------------
United Continental Holdings, Inc. (NYSE: UAL) announced fourth-
quarter and pro forma full-year 2010 financial results.  UAL
results for the fourth quarter include the financial results of
its two operating subsidiaries, United Air Lines, Inc., and
Continental Airlines Inc.  Prior to the merger on Oct. 1, 2010,
United Continental results only included the financial results of
United Airlines.  Pro forma results that consolidate the financial
results for Continental for periods prior to Oct. 1, 2010, are
included for meaningful year-over-year comparisons.

    * United Continental reported fourth-quarter 2010 net income
      of $160 million or $0.44 diluted earnings per share
      excluding $485 million of special items consisting
      primarily of merger-related costs and other special
      charges, an improvement of $347 million compared to the
      pro forma results year-over-year.  On a GAAP basis, United
      Continental reported fourth-quarter net loss of
      $325 million or $1.01 diluted loss per share.

    * United Continental reported pro forma full-year 2010 net
      income of $1.6 billion excluding $765 million of special
      items, resulting in a net margin of 4.8 percent.  On a
      GAAP basis, United Continental reported full-year 2010 net
      income of $253 million.

    * United Continental consolidated passenger revenue
      increased 15.8 percent in the fourth quarter of 2010
      compared to the pro forma results for the same period in
      2009.  Fourth-quarter 2010 consolidated passenger revenue
      per available seat mile (PRASM) increased 11.5 percent
      compared to the pro forma results year-over-year.

    * United Continental ended the year with $8.7 billion in
      unrestricted cash, cash equivalents and short-term
      investments.

    * Employees of the combined company earned $224 million in
      profit sharing for full-year 2010.

"Thanks to the hard work of my co-workers, we made a fourth-
quarter profit, excluding special items, in a typically weak
quarter," said Jeff Smisek, UAL's president and chief executive
officer.  "While making significant progress integrating United
and Continental, we never lost focus on running a good operation.
We made a solid profit for the year, and we look forward to
distributing $224 million in profit sharing to our co-workers on
Valentine's Day."

             Fourth-Quarter Revenue and Capacity

For the fourth quarter of 2010, United Continental's total revenue
was $8.4 billion, an increase of 15.0 percent compared to the pro
forma results for the same period in 2009.  Consolidated passenger
revenue for the fourth quarter rose 15.8 percent, or $1.0 billion,
compared to the pro forma results for the same period in 2009.

Consolidated revenue passenger miles (RPMs) for the fourth quarter
of 2010 increased 4.0 percent on a pro forma basis, while capacity
(as measured by available seat miles or ASMs) increased
3.8 percent year-over-year on a pro forma basis, resulting in a
fourth-quarter consolidated load factor of 82.0 percent.

Consolidated yield for the fourth quarter of 2010 increased
11.3 percent year-over-year on a pro forma basis.  Fourth-quarter
2010 consolidated PRASM increased 11.5 percent compared to the pro
forma results for the same period of 2009.

Mainline RPMs in the fourth quarter of 2010 increased 3.5 percent
on a mainline capacity increase of 3.4 percent year-over-year on a
pro forma basis, resulting in a fourth-quarter mainline load
factor of 82.7 percent.  Mainline yield for the fourth quarter of
2010 increased 12.4 percent over the pro forma results for the
same period in 2009.  Fourth-quarter 2010 mainline PRASM increased
12.5 percent year-over-year on a pro forma basis.

"The great service our co-workers delivered to our customers
resulted in strong fourth-quarter revenue performance," said Jim
Compton, United Continental's executive vice president and chief
revenue officer.  "With our focus on the customer, operational
performance and capacity discipline, we look forward to improving
our revenue performance as we integrate the two networks."

Passenger revenue for the fourth quarter of 2010 and period-to-
period comparisons of related pro forma statistics for UAL's
mainline and regional operations are as follows:

                   4Q2010
                  Passenger   Passenger   RASM %  Yield   ASM %
                  Revenue     Revenue %   vs. 4Q  vs. 4Q  vs. 3Q
Geographic Area   (millions)  vs. 4Q 2009  2009    2009    2009
---------------   ----------  ----------- ------- ------  ------
Domestic           $ 3,005        9.3%      9.4%   8.9%   (0.1%)

Atlantic             1,293       17.0%      8.0%  11.7%    8.3%
Pacific              1,093       33.8%     26.4%  20.8%    5.9%
Latin America          548       26.0%     15.7%  18.2%    8.9%
---------------   ----------  ----------- ------- ------  ------
International       $2,934       24.5%     15.8%  16.0%    7.5%

Mainline            $5,939       16.3%     12.5%  12.4%    3.4%
Regional             1,471       13.9%      6.7%   5.5%    6.8%
---------------   ----------  ----------- ------- ------  ------
Consolidated        $7,410       15.8%     11.5%  11.3%    3.8%

Cargo revenue in the fourth quarter of 2010 increased 13.6
percent, or $37 million, year-over-year on a pro forma basis
driven by an increase in fuel surcharges and strength in yields.
Other revenue in the fourth quarter of 2010 increased 8.0 percent,
or $53 million, year-over-year on a pro forma basis driven by
continued growth in ancillary revenue.

                     Fourth-Quarter Costs

Total consolidated expenses for the fourth quarter of 2010,
excluding special items, increased $740 million or 10.2 percent
compared to the pro forma results for the fourth quarter of 2009,
of which $438 million was due to higher fuel costs.  Fourth-
quarter 2010 consolidated expenses, excluding fuel, profit-sharing
programs and special items, increased $317 million or 6.0 percent
year-over-year on a pro forma basis on 3.8 percent higher
capacity.  Total consolidated expenses increased $1.1 billion or
15.0 percent compared to the pro forma results for the fourth
quarter of 2009.

Consolidated costs per available seat mile (CASM), excluding
special items, increased 6.1 percent and mainline CASM, excluding
special items, increased 6.3 percent in the fourth quarter of 2010
compared to the pro forma results for the same period last year.
Fourth-quarter 2010 consolidated and mainline CASM increased 10.9
and 12.3 percent year-over-year on a pro forma basis,
respectively.

On a pro forma basis, consolidated fuel prices, excluding the
impact of hedges, for the fourth quarter of 2010 increased
17.6 percent compared to the fourth quarter of 2009, while
consolidated fuel consumption increased 3.3 percent year-over-year
on a pro forma basis.

In the fourth quarter, consolidated CASM excluding special
items and holding fuel rate and profit sharing constant increased
1.0 percent and mainline CASM excluding special items and holding
fuel rate and profit sharing constant increased 1.1 percent
compared to the pro forma results for the same period of 2009.
Fourth quarter 2010 includes $130 million of expense related to
the execution of the trans-Atlantic joint venture for the first
nine months of 2010.

"Our fourth-quarter results demonstrate the great job our entire
team did operating efficiently and controlling costs despite
numerous challenges throughout the quarter," said Zane Rowe,
United Continental's executive vice president and chief financial
officer.  "We remain focused on achieving our goal of sustained
profitability and this quarter's results are another step in the
right direction."

                    Fourth-Quarter Liquidity

United Continental ended the year with $8.7 billion in
unrestricted cash, cash equivalents and short-term investments.
During the fourth quarter, the company generated approximately
$106 million of operating cash flow, made scheduled debt and net
capital lease payments of $527 million and had gross capital
expenditures of $257 million.  In October 2010, Continental issued
$427 million of enhanced equipment trust certificates securities
at a blended annual interest rate of 4.88 percent.  During the
quarter, $175 million of Continental convertible debt was
converted into UAL equity.  In addition, the company pre-paid
$148 million of debt in January of 2011.

                      Merger Integration

Since closing the merger on Oct. 1, 2010, United and Continental
continued to make significant progress integrating the two
carriers.  The company has already repainted more than 200
aircraft in the new United livery, selected key technology
platforms and begun the process of integrating information
technology systems, and continued to co-locate check-in and ticket
counter facilities to streamline operations that began when
Continental joined Star Alliance in 2009.  The carriers are now
co-located at 22 airports, including the company's hubs at
Chicago, Denver, Houston, Narita and New York/Newark Liberty.  The
carriers also made strides to align several employee programs,
announcing new on-time incentive and perfect attendance programs.

                  Notable 2010 Accomplishments

    * On Oct. 1, 2010, a wholly owned subsidiary of United
      Continental Holdings, Inc. merged with Continental,
      creating a world-class global airline.

    * Based on preliminary numbers, United Continental
      anticipates that its carriers will lead their network
      peers in on time performance for domestic scheduled
      flights.  For the calendar year 2010, United recorded an
      on-time arrival rate (flights arriving within 14 minutes
      of scheduled arrival time) as measured by the U.S.
      Department of Transportation (DOT) for U.S. domestic
      scheduled flights of 85.2 percent and a systemwide
      mainline segment completion factor of 98.5 percent.
      Continental recorded an on-time arrival rate as measured
      by DOT of 81.4 percent for U.S. domestic scheduled flights
      and a systemwide mainline segment completion factor of
      99.0 percent for the year.

    * United expanded its worldwide network by launching service
      to Africa with daily nonstop flights between Washington
      Dulles and Accra, Ghana, with continuing service to Lagos,
      Nigeria.  Continental inaugurated service between New
      York/Newark and Munich and between Orange County and
      Hawaii, and announced new flights to Auckland, New Zealand
      and Lagos, Nigeria, from its Houston hub and service
      between New York/Newark and Cairo, Egypt.

    * The airlines continued to reconfigure their international
      aircraft with new lie-flat seats in first and business
      class.  United has now reconfigured 53 of 91 aircraft (21
      767s, eight 777s and 24 747s) in its international
      widebody fleet.  Continental installed new BusinessFirst
      seats on its Boeing 777 and 757 aircraft, with 56 of 63
      international aircraft (22 777s and 34 757s) now complete.
      Continental also continued its DIRECTV(R) installation,
      with the service now offered on 165 narrowbody aircraft.

    * The company bolstered its industry leading aircraft order
      book.  United executed definitive agreements with Airbus
      for 25 Airbus A350 XWBs and with Boeing for 25 Boeing
      787s.  Continental placed into service 13 new fuel-
      efficient Boeing aircraft, leased three used Boeing 757-
      300s and removed from service three older, less efficient
      Boeing 737-300s.

    * The airlines introduced new products that offer travelers
      the option of customizing their travel experience with
      services they value, including Continental's extra legroom
      seating and FareLock and United's premium meal offerings
      on certain flights.

    * Continental concluded agreements on four new labor
      contracts including two with the International Brotherhood
      of Teamsters representing Continental's aircraft
      maintenance technicians and fleet service employees and
      two with the Transport Workers Union representing
      Continental's dispatchers and simulator engineers.  In
      addition, in January 2011, the company reached a tentative
      agreement with the International Association of Machinists
      representing Continental's flight attendants.

    * Employees of the combined company earned cash incentive
      payments for operational performance totaling $67 million
      during 2010.

    * United demonstrated continued commitment to the
      advancement of alternative fuels by completing the first
      flight by a U.S. commercial airline using natural gas
      synthetic jet fuel, and became the first airline to
      conduct two trans-Atlantic flights using state-of-the-art
      flight planning to demonstrate the potential for fuel
      savings and carbon emission reductions.

The statements of consolidated operations for the three months
ended December 31, 2010 for United Continental and Continental and
United Continental's standalone results each reflect a net loss of
$325 million.

         United Continental Holdings, Inc. and Subsidiaries
          Unaudited Statement of Consolidated Operations
             Three Months Ended December 31, 2010
                        (In Millions)

Operating revenues:
Passenger - Mainline                                   $5,939
Passenger - Regional Affiliates                         1,471
                                                 -------------
  Total passenger revenue                                7,410
Cargo                                                     310
Other operating revenues                                  713
                                                 -------------
Total Operating Revenues                                 8,433

Operating expenses:
Aircraft fuel                                           2,459
Salaries and related costs                              1,822
Regional capacity purchase                                602
Landing fees and other rentals                            511
Depreciation and amortization                             403
Aircraft maintenance materials and outside repairs        386
Distribution costs                                        338
Aircraft rentals                                          256
Merger-related costs and special charges                  482
Other                                                   1,256
                                                 -------------
Total Operating Expenses                                 8,515

Operating Income (Loss)                                    (82)

Nonoperating Income (Expense)
Interest expense                                         (258)
Interest capitalized                                        8
Interest income                                             7
Miscellaneous, net                                          -
                                                 -------------
                                                          (243)

Income (Loss) before income taxes
and equity in earnings of affiliates                      (325)

Income tax expense (benefit)                                 1
                                                 -------------
Income (Loss) before equity in earnings of
affiliates                                                (326)
Equity in earnings of affiliates, net of tax                 1
                                                 -------------
NET LOSS                                                 ($325)
                                                 =============

      United Continental Holdings, Inc. and Subsidiaries
        Unaudited Statement of Consolidated Operations
                 Year Ended December 31, 2010
                      (In Millions)

Operating revenues:
Passenger - Mainline                                  $16,069
Passenger - Regional Affiliates                         4,229
                                                 -------------
  Total passenger revenue                               20,298
Cargo                                                     832

Other operating revenues                                2,099
                                                 -------------
Total Operating Revenues                                23,229

Operating expenses:
Aircraft fuel                                           6,687
Salaries and related costs                              5,002
Regional capacity purchase                              1,812
Landing fees and other rentals                          1,307
Depreciation and amortization                           1,079
Aircraft maintenance materials and outside repairs      1,115
Distribution costs                                        912
Aircraft rentals                                          500
Merger-related costs and special charges                  669
Other                                                   3,170
                                                 -------------
Total Operating Expenses                                22,253

Operating Income (Loss)                                    976

Nonoperating Income (Expense)
Interest expense                                         (798)
Interest capitalized                                       15
Interest income                                            15
Miscellaneous, net                                         42
                                                 -------------
                                                          (726)

Income (Loss) before income taxes
and equity in earnings of affiliates                       250

Income tax expense (benefit)                                 -
                                                 -------------
Income (Loss) before equity in earnings of
affiliates                                                 250
Equity in earnings of affiliates, net of tax                 3
                                                 -------------
NET INCOME                                                $253
                                                 =============

           Special Charges for Fourth Quarter Results

Before its release of earnings for the fourth quarter and full
year ended December 31, 2010, United Continental announced on
January 19, 2011, special charges for the fourth quarter and full
year of 2010, and quarterly pro forma passenger revenue and
operating statistics for the first quarter 2009 through the third
quarter of 2010.

United Continental disclosed it expects to record special charges
of $471 million during the fourth quarter and $658 million for the
full year 2010:

                                         (In millions)
                                   Three Months     Full Year
                                      Ended          Ended
                                     12/31/10       12/31/10
                                   ------------   ------------
Merger-related costs                    $493           $565
Aircraft and aircraft-related
impairments                               24            136
Intangible asset impairment, net
of tax benefit                            18             18
                                   ------------   ------------
Total impairments                         42            154

Deferred tax liability adjustment        (64)           (64)
Other                                      -              3
                                   ------------   ------------
Total                                   $471           $658
                                   ============   ============

Merger-related costs:  Merger-related costs consist of expenses
related to the merger and integration of United Airlines and
Continental Airlines and include severance charges related to
change in control payments and headcount reductions, contract
termination costs and integration consulting costs.  Merger-
related costs also include legal and advisory fees and financial
advisor fees.

Intangible asset impairment, net of tax benefit:  During the
fourth quarter of 2010, the U.S. and Brazilian governments reached
an open skies aviation agreement that removes the restriction on
the number of flights into Sao Paulo by October 2015.  As a result
of these changes, the company recorded an $18 million (net of
$11 million income tax benefit) non-cash charge to write-down its
indefinite-lived route asset in Brazil.

Aircraft and aircraft-related impairments:  The company recorded
impairment charges on non-operating Boeing 737 and 747 aircraft to
reflect the estimated fair value of these aircraft.

Deferred tax liability adjustment:  In 2010, the company
determined that it overstated its deferred tax liabilities by
$64 million when it applied fresh start accounting upon its exit
from bankruptcy in 2006.  The correction of this overstatement
should have impacted earnings during 2008 when the company fully
impaired its goodwill.  The adjustment to correct deferred taxes
is non-cash.  Prior periods were not restated as the company does
not believe the correction is material to the current period or
any prior period.

Prior to the merger close on Oct. 1, 2010, Continental Airlines
recorded special charges and merger-related costs of $47 million
for the nine months ended Sept. 30, 2010.  These costs include
aircraft-related charges, severance costs and various merger and
integration costs.  These costs will not be included in the
consolidated results of United Continental Holdings, Inc. and are
not reflected in the table above.

United Continental also prepared final historical pro-forma
combined passenger revenue, capacity and traffic results from the
first quarter 2009 through the third quarter 2010, which include
the impact of unaudited purchase accounting adjustments described
in a November 22, 2010 Investor Update, available for free at:

             http://ResearchArchives.com/t/s?7259

                      *     *     *

United Continental jumped $1.70 or 7.1% to $25.79 at 4 p.m. on
January 26, 2011, in New York Stock Exchange composite trading,
the biggest increase recorded since October 20, 2010, Mary Jane
Credeur and Mary Schlangenstein of Bloomberg News reported.

Bloomberg further noted that the $485 million-adjusted profit
exceeded a 24-cent average projected by 14 analysts in a Bloomberg
survey.  United Continental's revenue of $8.43 billion topped
analysts' forecasts, Bloomberg said.

In another article, Irene Park of Medill Reports noted that United
Continental's earnings for the relevant period were well below
Wall Street's estimate as compiled by Zacks Investment Research
Inc. of 22 cents per share.  The report, however, pointed out that
fourth quarter income excluding merger costs was $160 million or
44 cents per diluted share.

According to Medill Reports, United Continental President and
Chief Executive Officer Jeffrey Smisek stated that the fourth
quarter was affected by flight cancellations on peak travel days
brought by severe snowstorms, resulting to a $10 million loss.  An
earlier report by Ventura County Star noted that the storms sliced
$25 million from passenger revenue of the company, the report
said.

"Our financial results today are very solid steps as we work
together to build the new United," Mr. Smisek said at an earnings
conference all held on January 26, 2011.  Mr. Smisek further noted
that the company remains focused on its operations and service and
competing for its customers' business every single day.

A separate report by Susan Carey of The Wall Street Journal notes
that the results posted by United Continental and US Airways,
which released its earnings at the same time with United
Continental, underscored profit resurgence by the airline industry
despite higher fuel costs.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines. United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.


UNITED CONTINENTAL: Gives Q1 & Full Year 2011 Projections
---------------------------------------------------------
United Continental Holdings, Inc., filed with the U.S. Securities
and Exchange Commission on January 26, 2011, an investor update
providing forward-looking information for the first quarter and
full year 2011.

According to United Continental Vice President and Controller
Chris Kenny, all year-over-year comparisons in the January 26
Investor Update are based on the pro-forma combined company
financial statements set forth in United Continental's investor
update dated November 22, 2010, and December 22, 2010, and fourth
quarter and full year 2010 earnings release dated January 26,
2011.

                           Capacity

United Continental estimates its first quarter consolidated
domestic available seat miles to be down between 0.5% and 1.5%,
and its consolidated international ASMs to be up between 5.6% and
6.6% for a consolidated ASM increase of between 1.5% and 2.5%
year-over-year.  For the full year, the company expects
consolidated domestic ASMs to be down between 0.5% and 1.5%, and
consolidated international capacity to be up between 4.5% and 5.5%
for a consolidated ASM increase of 1.0% to 2.0% year-over-year.

                 Non-Fuel Expense Guidance

First quarter consolidated cost per ASM, excluding fuel, profit
sharing, certain accounting charges and merger-related expenses
for United Continental is expected to be up 2.0% to 3.0%.  For the
full year, the company estimates consolidated CASM excluding fuel,
profit sharing, certain accounting charges and merger-related
expenses will be up 1.0% to 2.0%.

                        Fuel Expense

United Continental estimates its consolidated fuel price,
including the impact of settled cash hedges, to be $2.63 per
gallon for the first quarter and $2.75 per gallon for the full
year based on the forward curve as of Jan. 25, 2011.

               Non-Operating Income(Expense)

Mr. Kenny discloses that non-operating expense for United
Continental is estimated to be between $240 million and
$250 million for the first quarter, and between $910 million and
$950million for the full year.  Non-operating income(expense)
includes interest expense, capitalized interest, interest income
and other non-operating income(expense), he explains.

          Capital Expenditures and Scheduled Debt
                and Capital Lease Payments

In the first quarter, United Continental expects a total of
$0.3 billion of gross capital expenditures and $0.2 billion of
net capital expenditures, both excluding purchase deposits of
$40 million.  For the full year, excluding about $200 million of
purchase deposits, the company expects gross capital expenditures
to be approximately $1.1 billion and net capital expenditures to
be approximately $0.9 billion.

Scheduled debt payments for the first quarter are estimated to be
$450 million, including $150 million in cash that the company
expects to pay to repurchase the UAL 5.0% convertible debt in Feb.
2011, Mr. Kenny tells the SEC.  He further discloses that full
year scheduled debt payments are estimated to be $2.5 billion, and
include both the $150 million payment to repurchase the UAL 5.0%
convertible debt, and $726 million to repurchase the UAL 4.5%
convertible debt that noteholders can put to the Company in Jul.
2011.

             Pension Expense and Contributions

United Continental estimates that its non-cash pension expense for
the combined carrier will be about $100 million for 2011.  This
amount excludes non-cash settlement charges related to lump-sum
distributions, Mr. Kenny clarifies.  The company also expects to
make $38 million of cash contributions to its defined benefit
pension plans in the first quarter, and has a minimum funding
requirement of $125 million for calendar year 2011, he adds.

                          Taxes

United Continental expects to record minimal cash taxes in 2011.

                  Advance Booked Seat Factor
        (Percentage of Available Seats that are Sold)

Mr. Kenny notes that compared to the same period last year, for
the next six weeks, mainline domestic advance booked seat factor
is up 0.5 points, mainline international advance booked seat
factor is down 3.1 points, mainline Atlantic advance booked seat
factor is down 3.8 points, mainline Pacific advance booked seat
factor is down 1.0 point and mainline Latin America advance booked
seat factor is down 3.9 points.  Regional Affiliates advance
booked seat factor is down 0.1 point, he says.

A full-text copy of the January 26 Investor Update is available
for free at http://ResearchArchives.com/t/s?728b

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines. United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.


UNITED CONTINENTAL: W. Isaacson Acquired 371.59 Shares in December
------------------------------------------------------------------
Walter Isaacson, a director of United Continental Holdings, Inc.,
told the U.S. Securities and Exchange Commission on January 4,
2011, that he acquired 371.59 share units of United Continental's
common stock, at $0 per unit on December 31, 2010.  As a result of
the transaction, he beneficially owns 19,679.19 share units.

Mr. Isaacson elected to defer $9,000 of retainer and meeting fees
for the fourth quarter 2010 in exchange for share units.  The
number of share units was determined by dividing $9,000 by $24.22,
the average of the high and low sale prices of a share of United
Continental's common stock on December 31, 2010.  Delivery of a
cash payment in settlement of the share units will be made in
January of the year following the calendar year in which Mr.
Isaacson ceases to be a director of the company.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines. United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At June 30, 2010, UAL had $20.134 billion in total assets against
total current liabilities of $8.573 billion, long-term debt of
$6.281 billion, long-term obligations under capital leases of
$1.01 billion, other liabilities and deferred credits of
$7.022 billion, and a stockholders' deficit of $2.756 billion.


UNITED ENERGY: CEO & Hilltop Extend Notes' Maturity Until Dec.
--------------------------------------------------------------
On January 21, 2011, United Energy Corp. entered into an agreement
with Ronald Wilen, the President and Chief Executive Officer, and
Hilltop Holding Company, L.P., a limited partnership of which Jack
Silver, a director, is the managing partner.  Pursuant to the
Agreement, Mr. Wilen and Hilltop agreed to extend the maturity
date of $151,016 and $301,866 of secured convertible notes held by
Mr. Wilen and Hilltop, respectively.  The maturity date was
extended from January 31, 2011 to December 20, 2011.  In
consideration for the agreement to extend the maturity dates,
Mr. Wilen and Hilltop were issued warrants to purchase up to
1,984,939 and 3,959,894 shares of common stock, respectively, at
an exercise price of $.11 per share.

On or about January 3, 2011, Hilltop loaned the Company an
additional $100,000.  Pursuant to the Agreement, the Company
issued Hilltop a secured convertible note for the $100,000 loan
and warrants to purchase up to 1,111,111 shares of common stock at
an exercise price of $.11 per share.  The agreement also provides
that Hilltop may purchase, at its option, up to $100,000 of
additional secured convertible notes and pro rata portion of
1,111,111 warrants at any time prior to June 30, 2011.  The
secured convertible note is convertible into Common Stock at a
conversion price of $.09 per share, bears interest at 12% per
annum, is due December 20, 2011 and is secured by substantially
all the assets of the Company on a pari passu basis with the
previously issued secured convertible notes.

                        About United Energy

United Energy Corp. -- http://www.unitedenergycorp.net/--
develops and distributes environmentally friendly specialty
chemical products with applications in several industries and
markets.

Through its wholly owned subsidiary, Green Globe Industries, Inc.,
the Company provides the U.S. military with a variety of solvents,
paint strippers and cleaners under its trade name "Qualchem."  The
Company is headquartered in Secaucus, New Jersey.

The Company's balance sheet at September 30, 2010, showed
$1.02 million in total assets, $1.08 million in total liabilities,
all current, and a stockholders' deficit of $69,308.

As reported in the Troubled Company Reporter on July 20, 2010,
Jewett, Schwartz, Wolfe & Associates, in Hollywood, Fla.,
expressed substantial doubt about the Company's ability to
continue as a going concern, following the Company's results for
the fiscal year ended March 31, 2010.  The independent auditors
noted that the Company has operating and liquidity concerns, and
has incurred net losses of $23.55 million as of March 31, 2010.


UNIVERSAL BUILDING: U.S. Trustee Forms Creditors Committee
----------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
members to the official committee of unsecured creditors in
the Chapter 11 cases of Universal Building Products, Inc., et al.

The Creditors Committee members are:

1. Raytrans Distributin Services, Inc.
   Attn: James M. Ray
   53 W. Jackson Blvd., Suite 1056
   Chicago, IL 60604
   Tel: (312) 488-1114
   Fax: (877)814-7740

2. King Steel Corporation
   Attn: Don Johnson
   5225 East Cook Rd.
   Grand Blanc, MI 48439
   Tel: (810) 953-7637 Extn: 229
   Fax: (810) 953-6266

3. Eastern Accessories Corp.
   Attn: Dong Shuyuan
   25 Canton Rd., TST, HK, c/o Room 1608
   100 Hong Kong M Rd.
   Qingado, PR China
   Tel: (86) (0532) 85878082
   Fax: (86) (0532) 85872910

4. Millennium Metals, LLC
   Attn: H. Eugene Laster
   3124 State St.
   Steger, IL 60475,
   Tel: (708) 757-7002
   Fax: (708) 757-4255

5. Jade-Sterling Steel Co., Inc.
   Attn: William H. Lieberman
   2300 East Aurora Rd.
   Twinsburg, OH 44087
   Tel: (330) 425-3141
   Fax: (330) 425-3056

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

                      About Universal Building

Westminster, California-based Universal Building Products, Inc.,
dba UBP, filed for Chapter 11 bankruptcy protection on August 3,
2010 (Bankr. D. Del. Case No. 10-12453).  Mark Minuti, Esq.,
MaryJo Bellew, Esq., and Teresa K.D. Currier, Esq., at Saul Ewing
LLP, assists the Debtor in its restructuring effort.  UBP
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts in its petition.

The Debtor's affiliates Accubrace, Inc. (Bankr. D. Del. Case No.
10-12454), Don De Cristo Concrete Accessories, Inc. (Case No.
10-12455), Form-Co, Inc. (Case No. 10-12456), and Universal Form
Clamp, Inc. (Case No. 10-12457), filed separate Chapter 11
petitions on August 4, 2010.  Accubrace estimated $500,001 to
$1 million in assets and $10 million to $50 million in debts.
Universal Form Clamp, Inc, a debtor-affiliate, disclosed
$62,384,813 in assets and $50,837,823 in liabilities as of the
Chapter 11 filing.


U.S. AEROSPACE: Terminates Common Stock Registration
----------------------------------------------------
U.S. Aerospace, Inc., filed on January 28, 2011 a notice of
termination of registration or suspension of duty to file reports
under Form 15.  The Company said the approximate number of holders
of record of its common stock as of the certification or notice
date is down to 250.

                        About U.S. Aerospace

U.S. Aerospace, Inc. (OTC BB: USAE) -- http://www.USAerospace.com/
-- is a publicly-traded aerospace and defense contractor based in
Southern California.  The Company is an emerging world-class
supplier on projects for the Lockheed Martin Corporation, L-3
Communications Holdings, Inc., the Middle River Aircraft Systems
subsidiary of General Electric Company, and other aerospace
companies, commercial aircraft manufacturers and prime defense
contractors.  The Company supplies aircraft assemblies, structural
components and highly-engineered, precision-machined details for
commercial and military aircraft.  The Company has offices and
production facilities in Rancho Cucamonga, California.

The Company's balance sheet at September 30, 2010, showed
$4.88 million in total assets, $11.00 million in total
liabilities, and a stockholders' deficit of $6.12 million.

As of and for the nine months ended September 30, 2010, the
Company had substantial net loss, accumulated deficit, working
capital deficit, had events of default on its CAMOFI Master LDC
and CAMHZN Master LDC and was in default on several payables.


US AIRWAYS: Board OKs 2011 Annual/Long-Term Incentive Programs
--------------------------------------------------------------
The Compensation and Human Resources Committee of the Board of
Directors of the US Airways Group, Inc., regularly reviews
compensation programs and general industry compensation practices
of other airlines in the course of its supervision of the
Company's compensation programs, USAir disclosed with the
Securities and Exchange Commission.

After consideration of other airlines' programs, the Committee
determined that the structure of both the Company's annual
incentive program and its Long-Term Incentive Performance
Program, as well as the target payout percentages of both plans,
were consistent with general compensation practices in the
airline industry.

                  2011 Annual Incentive Program

US Airways Executive Vice President - Corporate and Government
Affairs Stephen L. Johnson said executives and other key
management employees of the Company and its subsidiaries,
including the "named executive officers" of the Company, are
eligible to participate in an annual incentive program
administered under the US Airways Group, Inc. 2008 Equity
Incentive Plan.

By March 31st of each year, the Committee must establish the
performance measures that will be used to determine incentive
awards for the year.  The Committee also establishes target
incentive award amounts as a percentage of base salary for each
participant.  The Committee may adjust each individual's payment
amount in its discretion based on individual performance.  After
Committee approval, the incentive awards are paid as lump-sum
cash distributions as soon as practicable after the end of the
plan year.

On January 19, 2011, the Committee established the (1) corporate
financial targets based on designated minimum levels of pre-tax
income for fiscal year 2011, (2) operational targets based on
(a) a peer-group comparison of on-time flight performance in 2011,
(b) a peer-group comparison of customer complaints in 2011, (c) a
peer group comparison of baggage handling in 2011 and (d) the
Company's 2011 cost per available seat mile and (3) bonus pool
amount, based on the extent to which the corporate financial
targets and the operational targets are met, for the annual
incentive program.

The Committee established absolute goals for each of the
operational targets for target payouts and also instituted
minimum annual performance targets which must also be achieved
for each given operational target to be deemed achieved.  "The
Committee established 2011 target incentive awards as 125% of
base salary for our Chief Executive Officer, 110% of base salary
for the Company's President, 100% of base salary for the
Company's Executive Vice Presidents and 80% of base salary for
the Company's Senior Vice Presidents," explained Mr. Johnson.
"If the performance measures are met at the maximum level, the
Committee may approve payouts at 200% of a participant's base
salary."

If one or more of the corporate financial targets and operational
targets are met, the Committee will determine an incentive award
amount for each individual based on the individual's target
incentive award amount, the level of achievement of the financial
and operational targets, the total bonus pool amount available
and individual performance.  The awards for officers at the level
of Senior Vice President and above, referred to as "senior
officers" and who include the named executive officers, are
weighted 80% to the corporate financial targets and 20% to the
operational targets.  The four operational targets are each
weighted equally.  If the Company does not meet any of the
corporate financial targets or operational targets, then no
awards will be paid.  In no event will the aggregate amount of
awards paid out to the participants exceed the established bonus
pool.  The Committee has also reserved the right to decrease the
awards or to make no payment of an award in its discretion,
regardless of the attainment of the targets.

          2011 Long-Term Incentive Performance Program

On January 19, 2011, the Committee approved the terms and
conditions for awards for the new three-year performance cycle
beginning January 1, 2011, and ending December 31, 2013, under
the Company's LTIP, which operates under the US Airways Group,
Inc. 2008 Equity Incentive Plan.  The LTIP provides for
performance cash awards to be paid to the Company's officers,
including the named executive officers, based on the Company's
total stockholder return over the three-year performance cycle
relative to the TSRs of a pre-defined competitive peer group for
the same period.  Cash awards will be paid out as a percentage of
base salary based on the Company's relative TSR rank, provided
that a threshold level is reached, explains Mr. Johnson.

For determining the cash awards for the 2011-2013 performance
cycle, the Committee adopted a peer group consisting of these
eight companies: AirTran Holdings, Inc., Alaska Air Group, Inc.,
AMR Corporation (the parent company of American Airlines), Delta
Air Lines, Inc., Hawaiian Holdings, Inc. (the parent company of
Hawaiian Airlines), JetBlue Airways Corporation, Southwest
Airlines Co. and United Continental Holdings, Inc. (the parent
company of United Air Lines and Continental Airlines).

In addition, the Committee approved this award pay-out schedule
for the 2011-2013 performance cycle:

Company
  TSR
Relative                        Payout as a %
  Rank                         of Base Salary
--------  ------------------------------------------
           SVP         EVP        President      CEO
1-2 of 8   140%        175%         200%        200%  (Max)
3 of 8    117%        150%         172%        175%
4 of 8     93%        125%         143%        150%
5 of 8     70%        100%         115%        125% (Target)
6 of 8     46%         65%          75%         81%
7 of 8     21%         30%          35%         38% (Threshold)
8 of 8      0%          0%           0%          0%

                         About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Inks $340 Mil. Note Purchase Pact With Wilmington
-------------------------------------------------------------
On December 21, 2010, US Airways, Inc., Wilmington Trust Company,
as subordination agent and pass through trustee under certain
pass through trusts newly formed by the Company, Wells Fargo Bank
Northwest, National Association, as escrow agent under the Escrow
Agreements, and Wilmington Trust Company, as paying agent under
the Escrow Agreements, entered into the Note Purchase Agreement,
dated as of December 21, 2010.

The Note Purchase Agreement provides for future issuance by the
Company of equipment notes in the aggregate amount of
$340,255,000 to finance eight Airbus aircraft currently owned by
the Company.  The payment obligations of the Company under the
Equipment Notes are fully and unconditionally guaranteed by US
Airways Group, Inc.  Pursuant to the Note Purchase Agreement, at
the financing of each Aircraft, the Trustee will purchase
Equipment Notes issued under a Trust Indenture and Security
Agreement with respect to the Aircraft to be entered into by the
Company and Wilmington Trust Company, as indenture trustee.

Each Indenture contemplates the issuance of Equipment Notes in
two series: Series A, bearing interest at the rate of 6.25% per
annum, and Series B, bearing interest at the rate of 8.50% per
annum, in the aggregate principal amount equal to $262,857,000,
in the case of Series A, and $77,398,000, in the case of Series
B.  The Equipment Notes will be purchased by the Trustee, using
the proceeds from the sale of Pass Through Certificates, Series
2010-1, Class A and Class B.

Pending the purchase of the Equipment Notes, the proceeds from
the sale of the Certificates of each Class were placed in escrow
by the Trustee pursuant to an Escrow and Paying Agent Agreement,
dated as of December 21, 2010, among Wells Fargo Bank Northwest,
National Association, Morgan Stanley & Co. Incorporated,
Citigroup Global Markets Inc. and Credit Suisse Securities (USA)
LLC, as representatives of the several underwriters, Wilmington
Trust Company, as pass through trustee and as paying agent.

The escrowed funds were deposited with The Bank of New York
Mellon under a Deposit Agreement corresponding to each Class of
Certificates.

The interest on the Equipment Notes and the escrowed funds is
payable semiannually on each April 22 and October 22, beginning
on April 22, 2011.  The principal payments on the Equipment Notes
are scheduled on April 22 and October 22 in certain years,
beginning on October 22, 2011.  The final payments will be due on
April 22, 2023, in the case of the Series A Equipment Notes, and
April 22, 2017, in the case of the Series B Equipment Notes.
Maturity of the Equipment Notes may be accelerated upon the
occurrence of certain Events of Default, including failure by the
Company to make payments under the applicable Indenture when due
or to comply with certain covenants, as well as certain
bankruptcy events involving the Company.  The Equipment Notes
issued with respect to each Aircraft will be secured by a lien on
the Aircraft and will also be cross-collateralized by the other
Aircraft financed pursuant to the Note Purchase Agreement.

The Certificates were registered for offer and sale pursuant to
the Securities Act of 1933, as amended, under the Company's
automatic shelf registration statement on Form S-3 (File No. 333-
163463).

                         About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Reports $28 Million Net Profit for Fourth Quarter
-------------------------------------------------------------
Highlights of US Airways Group, Inc. fourth quarter and 2010
results:

   * Full year 2010 net profit excluding special items was
     $447 million, or $2.34 per diluted share.  This is the second
     highest profit in the Company's history and represents a
     $946 million net profit improvement versus 2009.

   * Fourth quarter net profit excluding special items was
     $28 million, or $0.17 per diluted share.  This is the
     Company's first profitable fourth quarter since 2006.

   * The Company's team members earned approximately $47 million
     in profit sharing and an additional $24 million in
     operational incentive payouts in 2010.

   * Total cash and investments balance on Dec. 31, 2010 was
     $2.3 billion, of which $364 million was restricted, up from
     $2.0 billion, of which $480 million was restricted on
     Dec. 31, 2009.

US Airways Group, Inc. reported its fourth quarter and 2010
financial results.  The Company reported a 2010 net profit
of $447 million, or $2.34 per diluted share, which excludes
special items totaling a net credit of $55 million.  This
is the second highest profit in the Company's history and
represents a $946 million improvement as compared to the 2009
net loss excluding special items of $499 million, or ($3.75)
per share.  On a GAAP basis, the Company reported a net profit
of $502 million, or $2.61 per diluted share for 2010, compared
to a net loss of $205 million, or ($1.54) per share, in 2009.

For the fourth quarter 2010, net profit excluding special items
was $28 million, or $0.17 per diluted share.  Net loss excluding
special items for the fourth quarter 2009 was $32 million, or
($0.20) per share.  On a GAAP basis, the Company reported a net
profit of $28 million for its fourth quarter 2010, or $0.17 per
diluted share, compared to a net loss of $79 million, or ($0.49)
per share, for the same period in 2009.

US Airways Group, Inc. Chairman and CEO Doug Parker stated, "2010
was a great year for US Airways, including the second highest
profit (excluding special items) in our history and an earnings
improvement of nearly $1 billion versus 2009.  We also ended the
year on a strong note with our first profitable fourth quarter
since 2006.

"These results are due to our 31,000 team members, who did an
excellent job of taking care of our customers throughout 2010.
As reported by the Department of Transportation (DOT) through
November 2010, US Airways ranked number one among the five largest
network carriers in baggage handling and number two in on-time
performance.  Our customer satisfaction also outperformed the
competition as evidenced by our 2010 complaint ratio, which was
ten percent better than the average of our peers.

"This performance allowed our team members to earn approximately
$24 million in operational incentive payouts in 2010 and another
$47 million in profit sharing.  We are very pleased to recognize
our employees' accomplishments through these programs and we look
forward to continued recognition in 2011.

"2008 and 2009 were extraordinarily difficult years for our
industry.  US Airways took decisive actions to manage through
those challenges -- including reducing capacity, realigning our
network to focus on key markets, introducing new revenue streams,
controlling costs, and maintaining a commitment to exceptional
operating reliability.  These steps, combined with 2010's
improving economic environment, have now put US Airways back on
the path to sustained profitability.  We fully understand,
though, that remaining on that path requires commitment to the
same steps that allowed us to navigate through the crisis.  US
Airways has such a commitment and because of it, we enter 2011
with confidence and excitement about the years to come."

                  Revenue and Cost Comparisons

A modestly improving economy and continued industry capacity
discipline led to improved revenue performance.  Total revenues
in the fourth quarter were up 10.7 percent versus the fourth
quarter of 2009 on a 4.2 percent increase in total available seat
miles (ASMs).  Total revenue per available seat mile was 13.83
cents, up 6.2 percent versus the same period last year driven by
a 3.4 percent increase in passenger yields and an increase in
passenger load factor from 78.6 percent to a fourth quarter
record, 80.6 percent.

For the full year 2010, total revenues were $11.9 billion, up
13.9 percent versus 2009.  Total revenue per ASM increased 12.9
percent to 13.88 cents, driven by an 11.2 percent increase in
passenger yield and a record load factor of 81.1 percent, up from
80.5 percent.

Despite higher fuel prices, the Company was able to keep its costs
in check through outstanding operating reliability and
continued cost diligence.  Executive Vice President and Chief
Financial Officer Derek Kerr said, "Throughout the year, our team
did a terrific job of aggressively managing our expenses, which
is especially noteworthy in an environment of relatively flat
capacity growth.  Our mainline unit costs excluding fuel and
special items remained flat while our competitors' unit costs on
this same basis have risen significantly."

Total operating expenses in the fourth quarter were up 7.3 percent
over the same period last year due to a 22.4 percent increase in
fuel expense.  Mainline cost per available seat mile (CASM) was
12.05 cents, up 2.0 percent.  Excluding fuel and special items,
mainline CASM was 8.41 cents, down 1.7 percent versus the same
period last year.  Excluding fuel, special items and profit
sharing, mainline CASM decreased 2.0 percent to 8.39 cents.
Express CASM excluding fuel and special items was 13.81 cents, up
3.0 percent on a 4.1 percent increase in ASMs.

For the full year 2010, total operating expenses were
$11.1 billion, up 7.6 percent versus 2009 due primarily to a
28.3 percent increase in fuel expense.  Excluding fuel, special
items and profit sharing, mainline CASM declined 0.4 percent.
Express CASM excluding fuel and special items increased
3.9 percent.

                            Liquidity

As of Dec. 31, 2010, the Company had approximately $2.3 billion in
total cash and investments, of which $364 million was restricted,
up from $2.0 billion, of which $480 million was restricted on
Dec. 31, 2009.

                 Other Notable Accomplishments

   * Completed an offering of enhanced equipment trust
     certificates (EETC) in the aggregate principal amount of
     $340 million.  The proceeds from the offering were used to
     refinance eight Airbus aircraft owned by the Company and
     for general corporate purposes.

   * Amended the codeshare and revenue sharing agreement with
     Mesa to extend 38 CRJ-900 aircraft to Sept. 2015.  The
     amendment, approved by the U.S. Bankruptcy Court and
     currently in effect, reduces rates US Airways pays to Mesa
     to operate these aircraft by approximately $28 million
     annually.

   * Implemented voluntary reaccommodation functionality on the
     Company's Web site.  During inclement weather conditions,
     customers in affected cities can now go to usairways.com to
     modify and rebook their reservations themselves,
     eliminating the need to interact with a reservations agent.

   * Announced that in anticipation of planned retirements and
     attrition, the Company will hire 420 flight attendants and
     80 pilots for 2011.  The positions will be filled by
     recalling employees currently on furlough, as well as
     through hiring new crew members.  The majority of these
     returning and new pilots and flight attendants will be
     flying by July.  After the recall, US Airways will have
     approximately 100 pilots and no flight attendants on
     furlough.

   * Launched Star Alliance Upgrade Awards, an innovative and
     unique program that allows US Airways Dividend Miles
     members to use their miles to upgrade to the next class of
     service on Star Alliance partner operated flights.  The
     program also allows frequent flyers with other Star
     Alliance carriers to use miles towards an upgrade when
     traveling on US Airways.  For complete details on Star
     Alliance upgrade awards, visit usairways.com/starawards

   * Introduced electronic boarding passes in Las Vegas and
     Charlotte.  The new technology allows customers to receive
     their boarding pass electronically via their smart phone
     and to seamlessly pass through security and board the
     plane.  The Company expects to expand this program to the
     entire US Airways system in the first quarter.

   * Received distinction as one of "Best Places to Work" and
     earned a 100 percent rating on the Human Rights Campaign's
     Corporate Equality Index, which measures companies'
     attitudes and policies toward lesbian, gay, bisexual and
     transgender employees and customers.  This is the sixth
     year in a row the airline has achieved a perfect score.

   * Announced that its 31,000 employees pledged a record-
     breaking $1.2 million to the airline's annual "Hope Takes
     Flight" campaign which benefits the United Way.  The 2011
     campaign brings the total raised by US Airways employees to
     nearly $9 million since 2000.

   * Honored Orlando, Fla. Line Maintenance Manager, Charles W.
     Marler for his five decades of service in the airline
     industry and who was awarded the Charles Taylor "Master
     Mechanic" Award by the Federal Aviation Administration
    (FAA).  The award recognizes the lifetime accomplishments of
     senior aviation mechanics.

            Analyst Conference Call/Webcast Details

US Airways conducted a live audio webcast of its earnings call on
January 26, 2011, which will be available to the public on a
listen-only basis at www.usairways.com under the Company Info >>
Investor Relations tab.  An archive of the call/webcast will be
available in the Public/Investor Relations portion of the Web site
through Feb. 26.

                     2011 Investor Guidance

The Company will provide its investor relations guidance on its
Web site (www.usairways.com) immediately following its 12:00 p.m.
ET conference call.  The Company typically provides guidance
related to cost per available seat mile (CASM) excluding fuel and
special items, fuel prices, other revenues and estimated interest
expense/income on its investor relations update page on its web
site.  This update will also include the airline's capacity,
fleet plan, and estimated capital spending for 2011.

                     US Airways Group, Inc.
              Condensed Consolidated Balance Sheet
                    As of December 31, 2010

Assets
Current Assets
  Cash and cash equivalents                     $1,859,000,000
  Accounts receivable, net                         311,000,000
  Materials and supplies, net                      231,000,000
  Prepaid expenses and other                       508,000,000
                                               ---------------
Total current assets                             2,909,000,000
Property and equipment
  Flight equipment                               4,134,000,000
  Ground property and equipment                    843,000,000
  Less accumulated depreciation and amortization(1,304,000,000)
                                               ---------------
                                                 3,673,000,000
  Equipment purchase deposits                      123,000,000
                                               ---------------
  Total property and equipment                   3,796,000,000
Other assets
  Other intangibles, net                           477,000,000
  Restricted cash                                  364,000,000
  Investments in marketable securities              57,000,000
  Other assets, net                                216,000,000
                                               ---------------
     Total other assets                          1,114,000,000
                                               ---------------
        Total assets                            $7,819,000,000
                                               ===============
Liabilities and Stockholders' Deficit
Current liabilities
Current maturities of debt and capital leases    $397,000,000
  Accounts payable                                 386,000,000
  Air traffic liability                            861,000,000
  Accrued compensation and vacation                245,000,000
  Accrued taxes                                    149,000,000
  Other accrued expenses                           802,000,000
                                               ---------------
     Total current liabilities                   2,840,000,000

Noncurrent liabilities and deferred credits
  L-T debt and capital leases, net of current
   maturities                                    4,003,000,000
  Deferred gains and credits, net                  336,000,000
  Employee benefit liabilities and other           556,000,000
                                               ---------------
Total noncurrent liabilities
and deferred credits                            4,895,000,000

Stockholders' equity (deficit)
Common stock                                         2,000,000
Additional paid-in capital                       2,115,000,000
Accumulated other comprehensive income              14,000,000
Accumulated deficit                             (2,047,000,000)
Treasury stock                                               0
                                               ---------------
  Total stockholders' equity(deficit)               84,000,000
                                               ---------------
Total liabilities and stockholders' equity      $7,819,000,000
                                               ===============

                      US Airways Group Inc.
         Condensed Consolidated Statements of Operations
            For Three Months Ended December 31, 2010

Operating revenues:
  Mainline passenger                            $1,845,000,000
  Express passenger                                707,000,000
  Cargo                                             42,000,000
  Other                                            313,000,000
                                               ---------------
Total operating revenues                        2,907,000,000

Operating expenses:
  Aircraft fuel and related taxes                  628,000,000
  Loss(gain) on fuel hedging instruments, net                0
  Salaries and related costs                       536,000,000
  Express expenses:
    Fuel                                           207,000,000
    Other                                          496,000,000
  Aircraft rent                                    162,000,000
  Aircraft maintenance                             183,000,000
  Other rent and landing fees                      136,000,000
  Selling expenses                                 101,000,000
  Special items, net                                 6,000,000
  Depreciation and amortization                     60,000,000
  Goodwill impairment                                        0
  Other                                            287,000,000
                                               ---------------
     Total operating expenses                    2,802,000,000

     Operating income(loss)                        105,000,000

Non-operating income(expense):
  Interest income                                    2,000,000
  Interest expense, net                            (77,000,000)
  Other, net                                        (3,000,000)
                                                --------------
      Total non-operating expense, net             (78,000,000)
                                                --------------
Income (loss) before income taxes                    27,000,000

  Income tax benefit                                (1,000,000)
                                                --------------
Net income (loss)                                  $28,000,000
                                                ==============

                      US Airways Group, Inc
        Condensed Consolidated Statements of Operations
            For the 12 Months Ended December 31, 2010

Operating revenues:
  Mainline passenger                            $7,645,000,000
  Express passenger                              2,821,000,000
  Cargo                                            149,000,000
  Other                                          1,293,000,000
                                               ---------------
Total operating revenues                       11,908,000,000

Operating expenses:
  Aircraft fuel and related taxes                2,403,000,000
  Loss(gain) on fuel hedging instruments, net                0
  Salaries and related costs                     2,244,000,000
  Express expenses:
    Fuel                                           769,000,000
    Other                                        1,960,000,000
  Aircraft rent                                    670,000,000
  Aircraft maintenance                             661,000,000
  Other rent and landing fees                      549,000,000
  Selling expenses                                 421,000,000
  Special items, net                                 5,000,000
  Depreciation and amortization                    248,000,000
  Other                                          1,197,000,000
                                               ---------------
     Total operating expenses                   11,127,000,000

     Operating income(loss)                        781,000,000

Non-operating income(expense):
  Interest income                                   13,000,000
  Interest expense, net                           (329,000,000)
  Other, net                                        37,000,000
                                                --------------
      Total non-operating expense, net            (279,000,000)
                                                --------------
Income (loss) before income taxes                  502,000,000
  Income tax benefit                                         0
                                                --------------
Net income (loss)                                 $502,000,000
                                                ==============

                         About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


US AIRWAYS: Updates Operational Outlook for 2011
------------------------------------------------
US Airways Group, Inc., delivered to the U.S. Securities and
Exchange Commission on January 26, 2011, a report updating its
financial and operational outlook for 2011:

    * 2011 Capacity Guidance -- For 2011, total system capacity
      is expected to be up approximately two percent.  Mainline
      is forecast to be up approximately two to three percent,
      with domestic capacity expected to be up one percent and
      international up approximately seven percent.  Express is
      expected to be flat.

    * Cash -- As of December 31, 2010, the Company had
      approximately $2.3 billion in total cash and investments,
      of which $364 million was restricted.  In addition, as of
      December 31, 2010, the Company's auction rate securities
      had a book value of $57 million ($84 million par value).
      While these securities are held as investments in non-
      current marketable securities on the Company's balance
      sheet, they are included in our unrestricted cash
      calculation.

    * Fuel -- For the first quarter 2011, the Company anticipates
      paying between $2.67 and $2.72 per gallon of mainline jet
      fuel (including taxes).

    * Profit Sharing/CASM -- Profit sharing equals approximately
      10% of pre-tax earnings excluding special items up to a
      10% pre-tax margin and 15% above the 10% margin.

    * Cargo/Other Revenue -- Cargo revenue, ticket change fees,
      excess/overweight baggage fees, first and second bag fees,
      contract services, simulator rental, airport clubs,
      Materials Services Company (MSC), and inflight service
      revenues.

    * Taxes/NOL - As of December 31, 2010, net operating losses
      (NOL) available for use by the Company is approximately
      $1.9 billion, all of which is expected to be available for
      use in 2011.  The Company's net deferred tax asset, which
      includes the NOL, is subject to a full valuation
      allowance.  As of December 31, 2010, the valuation
      allowances associated with Federal and state NOL are
      $368 million and $62 million, respectively.  In accordance
      with generally accepted accounting principles, future
      utilization of the NOL will result in a corresponding
      decrease in the valuation allowance and offset the
      Company's tax provision dollar for dollar.  As a result,
      income tax benefits are not recognized in the Company's
      statement of operations.

In the fourth quarter and for the full year ended December 31,
2010, the Company used NOL to reduce its federal and state income
tax obligation.  The Company's full year state income tax
obligation related to certain states where use of NOL is
restricted was less than $1 million.  The Company was not subject
to AMT Liability in 2010 as a result of certain elections the
Company made under the Worker, Homeownership, and Business
Assistance Act of 2009.

To the extent profitable, the Company will use NOL to reduce
Federal and state taxable income in 2011.  The Company also may
be subject to AMT liability and obligated to record and pay state
income tax related to certain states where NOL may be limited or
not available to be used, if profitable in 2011.

A full-text copy of the investor relations update is
available for free at http://ResearchArchives.com/t/s?728a

                        *     *     *

Prior to USAir's filing of its financial and operational outlook
report for 2011, it delivered to the SEC on January 5, 2011, a
report updating its financial and operational outlook for 2010,
disclosing this information:

    * 2010 Capacity Guidance -- For 2010, total system capacity
      is expected to be up slightly.  Mainline is forecast to be
      up approximately one percent, with domestic down
      approximately one percent and international up
      approximately eight percent.  Express is expected to be
      down approximately one percent.

    * Cash -- As of September 30, 2010, the Company had
      approximately $2.4 billion in total cash and investments,
      of which $389 million was restricted.  In addition, as of
      September 30, 2010, the Company's auction rate securities
      had a book value of $59 million ($93 million par value).
      While these securities are held as investments in non-
      current marketable securities on the Company's balance
      sheet, they are included in its unrestricted cash
      calculation.

      The Company expects to end the fourth quarter with
      approximately $2.3 billion of total cash and investments,
      of which $365 million is restricted.

    * Fuel -- For the fourth quarter 2010, the Company
      anticipates paying between $2.38 and $2.43 per gallon of
      mainline jet fuel (including taxes).

    * Profit Sharing/CASM -- Profit sharing equals 10% of pre-tax
      earnings excluding special items up to a 10% pre-tax
      margin and 15% above the 10% margin.  Profit sharing is
      excluded in the CASM guidance given below.

    * Cargo/Other Revenue -- Cargo revenue, ticket change fees,
      excess/overweight baggage fees, first and second bag fees,
      contract services, simulator rental, airport clubs,
      Materials Services Company (MSC), and inflight service
      revenues.  The Company's a la carte revenue initiatives
      are expected to generate in excess of $500 million in
      revenue in 2010.

    * Taxes/NOL -- As of December 31, 2009, net operating losses
     (NOL) available for use by the Company is approximately
      $2.1 billion, all of which is expected to be available for
      use in 2010.  The Company's net deferred tax asset, which
      includes the NOL, is subject to a full valuation
      allowance.  As of December 31, 2009, the valuation
      allowances associated with Federal and state NOL are
      $546 million and $77 million, respectively.  In accordance
      with generally accepted accounting principles, future
      utilization of the NOL will result in a corresponding
      decrease in the valuation allowance and offset the
      Company's tax provision dollar for dollar.  As a result,
      income tax benefits are not recognized in the Company's
      statement of operations.

      For the full year 2010, the Company expects to be
      profitable and will use NOL to reduce its federal and
      state income tax obligation.  The Company's full year
      state income tax obligation related to certain states
      where use of NOL is restricted is expected to approximate
      $1 million.  The Company does not expect to be subject to
      AMT Liability in 2010 as a result of certain elections the
      Company made under the Worker, Homeownership, and Business
      Assistance Act of 2009.

A full-text copy of the investor relations update is available
for free at http://ResearchArchives.com/t/s?71cd

                         About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


USG CORP: Posts $121MM Net Loss in Q4, $405MM Net Loss in 2010
--------------------------------------------------------------
On January 26, 2011, USG Corporation reported a net loss of
$121 million on $696 million of net sales for the three months
ended December 31, 2010, compared with a net loss of $598 million
on $720 million of net sales for the same period a year ago.

The Company reported a net loss of $405 million on $2.94 billion
of net sales for the twelve months ended December 31, 2011,
compared with a net loss of $787 million on $3.23 billion of net
sales during the prior year.

As of December 31, 2010, the Company's balance sheet showed
$4.09 billion in total assets, $3.47 billion in total liabilities
and $619 million in stockholders' equity.

"Our adjusted operating results improved in a declining U.S.
market, we added to our liquidity and we continued to drive down
costs," said James S. Metcalf, President and CEO.

"While 2011 is likely to be another difficult year, we think the
worst may be behind us," Metcalf continued.  "There is still a
high degree of uncertainty about the shape and timing of the
recovery, but we know that our operating strategies are working
and that the fundamentals underlying our core businesses are
solid."

Looking ahead, Metcalf said, "We remain optimistic about the long-
term.  Basic demographics, the aging domestic housing stock, and a
general economic recovery in the U.S. will ultimately stimulate
demand for our products.  The company is poised to capture the
significant operating leverage in our business when market demand
rebounds from the historic lows experienced recently."

A full-text copy of the Company's press release announcing the
Fourth Quarter and Year-end results is available for free at:

              http://ResearchArchives.com/t/s?729b

                          About USG Corp.

USG Corporation, headquartered in Chicago, Illinois, is a leading
producer and distributor of building materials in the Unites
States, Canada and Mexico.  The company manufactures and markets
gypsum wallboard and operates a specialty distribution business
that sells to professional contractors.  It also manufactures
ceiling tiles and ceiling grids used primarily in commercial
applications.  Revenues for the last 12 months through March 31,
2010, totaled approximately $3.1 billion.

                           *     *     *

As reported by the Troubled Company Reporter on November 8, 2010,
Moody's Investors Service assigned a B2 rating to USG
Corporation's new senior unsecured notes, and affirmed its Caa1
Corporate Family Rating and Caa1 Probability of Default Rating.
USG's speculative grade liquidity rating remains SGL-3.  The
outlook is stable.

The Caa1 Corporate Family Rating results from weak operating
performance.  Low capacity utilization rates of approximately 45%
at its gypsum manufacturing facilities make it difficult for USG
to overcome its high fixed costs.  Moody's projects that potential
demand increases for wallboard from North American new home
construction and repair and remodeling will not be adequate to
generate sufficient volumes and operating profits to cover USG's
interest expense over the intermediate term.  Furthermore, the
non-residential construction end market, which accounts for about
30% of USG's revenues, is expected to face stagnant growth well
into 2011.  The amount of profits derived from the company's
worldwide ceilings business is not enough to make up shortfalls in
the gypsum and distribution businesses.  For the last twelve
months through September 30, 2010, operating margins remain
substandard at negative 4.9% and leverage is very high at debt-to-
EBITDA of 27.2 times.  The company's inability to generate
positive earnings will result in very weak credit metrics for the
foreseeable future and will require cash to fund operating
shortfalls.


VAL'S FOOD: Files for Chapter 7 Liquidation
-------------------------------------------
The Packer reports that Val's Food Store Inc. filed a Chapter 7
bankruptcy petition (Bankr. N.D. Ill. Case No. 11-80067) in
January.  Judge Manuel Barbosa presides over the case.

The Debtor's Attorney is Charles T. Reilly, who may be reached at
815-385-9321.  The Trustee assigned is Stephen G. Balsley, who may
be reached at 815-962-6611.

A meeting of creditors is set for Feb. 10, 2011, at 3:00 p.m.,
Stewart Square, 308 W. State St, Rm. 40, Rockford, Illinois.

Val's Food Store Inc. operates a grocery store.


VEGAS TOMATOES: Files for Chapter 7 Bankruptcy
----------------------------------------------
The Packer reports that Vegas Tomatoes Inc. dba 3 Tomatoes
& A Mozzarella filed a Chapter 7 bankruptcy petition (Bankr. D.
Nev. Case No. 11-10409-lbr) in January.  Judge Linda B. Riegle
presides over the case.

The Debtor's Attorney is H. Stan Johnson, who may be reached at
702-823-3500.  The Trustee for the Debtor is Joseph B. Atkins, who
may be reached at 702-405-7206.

A meeting of creditors is set for Feb. 11, 2011, at 3:30 p.m.,
341s - Foley Bldg, Room 1500.


VERDE SPRINGS: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Verde Springs Investments, LLC
        2001 Salvio Street, Suite 5
        Concord, CA 94520

Bankruptcy Case No.: 11-41049

Chapter 11 Petition Date: January 30, 2011

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Roger L. Efremsky

Debtor's Counsel: Karl-Fredric J. Seligman, Esq.
                  LAW OFFICES OF KARL-FREDRIC SELIGMAN
                  610 Georgia St.
                  Vallejo, CA 94590
                  Tel: (888) 558-0519 Ext 705
                  Fax: (415) 236-6106
                  E-mail: kfjs@trustthelaw.com

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

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

A list of the Company's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb11-41049.pdf

The petition was signed by Robert B. Burton, president, Tri Group
Properties, Inc., Debtor's manager.


VITESSE SEMICONDUCTOR: Linden Capital Holds 5.80% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filing with the Securities and Exchange
Commission on January 26, 2011, each of Linden Capital LP,
Linden GP LLC and Siu Min Wong disclosed beneficial ownership of
1,425,918 shares of common stock of Vitesse Semiconductor
Corporation representing 5.80% of the shares outstanding.  As of
December 1, 2010 there were 23,986,531 shares of the Company's
$0.01 par value common stock outstanding.

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

The Company's balance sheet at Sept. 30, 2010, showed
$97.53 million in total assets, $118.73 million in total
liabilities, and a stockholders' deficit of $21.20 million.


WASHINGTON MUTUAL: Accord Can Be Nixed as Approval Deadline Passes
------------------------------------------------------------------
Washington Mutual Inc. missed the deadline for approval of its
bankruptcy plan, making a related $10 billion settlement subject
to cancellation, Steven Church at Bloomberg News reported, citing
the bank holding company's lawyer.

The missed deadline means the parties involved in the settlement,
JPMorgan Chase & Co. and the Federal Deposit Insurance Corp., have
the option to cancel the agreement, said Brian Rosen, a WaMu
attorney.  The settlement, which splits billions of dollars worth
of tax refunds and cash, is the central feature of WaMu's
bankruptcy exit plan and JPMorgan and the FDIC are unlikely to
pull out of the deal, Mr. Rosen said.

According to Bloomberg, WaMu also missed a self-imposed Jan. 31
deadline to file a new version of its bankruptcy exit plan after
U.S. Bankruptcy Judge Mary F. Walrath in Wilmington, Delaware,
rejected the first version.

"We are trying to work out some nuances in the plan," Mr. Rosen
said in a phone interview with Bloomberg.  He declined to say when
the new plan might be filed.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WASTE2ENERGY HOLDINGS: Fails to Pay $276,000 on Debentures
----------------------------------------------------------
On January 25, 2011, Waste2Energy Holdings, Inc. said it has not
paid approximately $276,000 of interest due on the Company's 12%
Senior Convertible Debentures due on January 1, 2011 and as of
January 8, 2011, an additional Event of Default under the
Debentures has occurred on outstanding debentures having an
aggregate principal balance of $5,830,400 and an Event of Default
has occurred on outstanding Debentures having an aggregate
principal balance of $4,227,500.  As a result of the Event of
Default, the outstanding principal amount of the Debentures plus
accrued but unpaid interest, liquidated damages and other amounts
owing in respect thereof through the date of the acceleration will
become at the election of the holder of the Debenture immediately
due and payable in cash at the Mandatory Default Amount.

Commencing 5 days after the occurrence of any Event of Default
that results in the eventual acceleration of the Debenture, the
interest rate on the Debenture will accrue at an interest rate
equal to the lesser of 17% per annum or the maximum rate permitted
under applicable law.  As used in the Debentures, Mandatory
Default Amount means the sum of:

    (a) the outstanding principal amount of the Debenture, plus
        all accrued and unpaid interest hereon, divided by the
        Conversion Price of the Debenture on the date the
        Mandatory Default Amount is either (A) demanded (if demand
        or notice is required to create an Event of Default) or
        otherwise due or (B) paid in full, whichever has a lower
        Conversion Price, multiplied by the VWAP on the date the
        Mandatory Default Amount is either (x) demanded or
        otherwise due or (y) paid in full, whichever has a higher
        VWAP; and

    (b) all other amounts, costs, expenses and liquidated damages
        due in respect of this Debenture.

Subject to the terms of the Debenture, the VWAP is the most recent
bid price per share of the Common Stock reported in the "Pink
Sheet" published by Pink OTC Markets Inc.

                    About Waste2Energy Holdings

Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets:
WTEZ) -- http://www.waste2energy.com/-- is a "cleantech"
technology company that designs, builds, installs and sells waste
to energy plants that generate "Renewable Green Power" converting
biomass or other solid waste streams traditionally destined for
landfills into clean renewable energy.

The Company's balance sheet at June 30, 2010, showed $3.4 million
in total assets, $11.7 million in total liabilities, and a
stockholders' deficit of $8.3 million.

As reported in the Troubled Company Reporter on July 19, 2010,
Marcum LLP, in New York, expressed substantial doubt the Company's
ability to continue as a going concern, following its results for
the fiscal year ended March 31, 2010.  The independent auditors
noted that the Company has incurred a significant loss from
continuing operations of $11.7 million and used cash of
$5.2 million for continuing operations which resulted in an
accumulated deficit of $30.4 million and a working capital
deficiency of $6.6 million as of March 31, 2010.

                              Default

On October 30, 2010, a total of $87,500 of principal amount of the
Company's 12% Senior Convertible Debentures became due.  On
November 2, 2010, $40,000 of principal amount of the Debentures
became due.  The Company did not make the required payment on the
maturity date or by the cure period provided by the Debentures and
as result an Event of Default under the Debentures has occurred.
As a result of the Event of Default, the outstanding principal
amount of the Debentures plus accrued but unpaid interest,
liquidated damages and other amounts owing in respect thereof
through the date of the acceleration will become at the election
of the holder of the Debenture immediately due and payable in cash
at the Mandatory Default Amount.


WELLPOINT SYSTEMS: Quorom Oil Wins Order for Receiver
-----------------------------------------------------
WellPoint Systems Inc. disclosed that Quorum Oil and Gas
Technology Fund Limited obtained an Order from the Court of
Queen's Bench of Alberta on January 31, 2011 appointing Ernst &
Young Inc. as receiver and manager of all the current and future
assets, undertakings and properties of every nature and kind
whatsoever, including all proceeds thereof of the Company and of
WellPoint Systems, Inc., WellPoint Systems (USA), Inc. and WPS
Systems, Inc.  Prior to the appointment of the Receiver, all of
the Company's directors resigned from their positions as directors
of the Company.

The terms of the Alberta Order do not apply to the Property of the
US Entities until the Receiver obtains an order in the United
States from a court of competent jurisdiction granting recognition
of the Alberta Proceedings under Chapter 15 of Title 11 of the
United States Code on terms acceptable to the Receiver.

As part of the Alberta Order, the Alberta Court approved a sales
process for all or substantially all of the Property  that will be
administered by the Receiver.  Pursuant to the Sales Process, the
Receiver is to apply to the Alberta Court for an order authorizing
it to enter into an asset purchase agreement with WellPoint
Acquisitionco Inc.   WAI is a Delaware corporation formed by two
of the Company's secured creditors, Quorum Oil and Gas Technology
Fund and Sirocco Holdings Inc.  In the event that one or more
Superior Offers are received pursuant to the Sales Process, the
Receiver shall provide the person or persons making the Superior
Offers and WAI an opportunity to make further bids.  In the event
that no Superior Offers are received, WAI will acquire all or
substantially all of assets of the Company and the US Entities
pursuant to the Credit Bid APA.

It is expected that the Company's principal business units will
continue operations during the Sales Process. The Receiver's
present understanding is that the US Entities will continue to
market and sell their respective solutions, and support and
service all new and existing customers.  The management of the
Company is cooperating with the Receiver and is supportive of the
Sales Process and the restructuring to be effected during the
receivership.

                  About WellPoint Systems Inc.

WellPoint Systems delivers software solutions and services that
transform complex data into Business Insight for more than 450
companies in 60 countries worldwide. WellPoint Systems is
recognized as a leader in providing Financial, Energy Marketing
and Trading solutions to the Oil and Gas industry with its award
winning BOLO, IDEAS, Energy Financial Management and Energy Broker
products.

Founded in 1997, Calgary-based WellPoint Systems is publicly
traded on the TSX Venture Exchange under the symbol WPS. Visit
www.wellpointsystems.com or www.ey.com/ca/wellpoint for more
information.


WES CONSULTING: Completes Acquisition of Web Merchants
------------------------------------------------------
WES Consulting, Inc. announced the completion of its acquisition
of Web Merchants, Inc., the owner of the popular EdenFantasys.com
Web site.  WES Consulting, Inc. acquired 100% of Web Merchants,
Inc. stock in exchange for 28.4 million shares of Wes Consulting
common stock and a cash payment of $100,000.  Web Merchants, Inc.
had net revenues of $7.6 million in 2009 and net revenues of $6.2
million for the nine months ended September 30, 2010.

The acquisition will create a social network of communities
focusing on sexual health and wellness.  The combined company will
bring together the unique capabilities of both operations in order
to better serve both consumer and wholesale customers in a variety
of adult and mainstream channels.  As part of the acquisition, Web
Merchants, Inc. will relocate their New Jersey facility to the
140,000 square foot WES Consulting, Inc. headquarters and
fulfillment center in Atlanta, GA. Full integration of the
companies is expected to be completed by April of 2011.

"With this acquisition, our company will advance its consumer e-
commerce capabilities to better serve our customers' growing
demand for sexual wellbeing products," said Louis Friedman,
president and CEO of WES Consulting, Inc.  "By combining the
marketing experience of WES Consulting, Inc. with the retail web
expertise of Web Merchants, Inc., we are uniquely positioned to
serve both e-commerce customers, as well as, wholesale customers
large and small by utilizing our network of suppliers and
vendors."  Going forward, WES Consulting, Inc. will continue to
drive both the Liberator and EdenFantasys brands through continued
advertising, sales and marketing initiatives.

"The completion of this acquisition signals the beginning of a
new, more powerful and dynamic company," said Fred Petrenko,
President and CEO of Web Merchants, Inc.  "The industry is
changing rapidly and the excitement and rejuvenation is being felt
not only within our new company, but among our customers and
business partners.  With the combined resources of WES Consulting,
Inc. and Web Merchants, Inc., we are creating a strong team of
knowledgeable and passionate employees that will be dedicated to
delivering pioneering products and interactive experiences that
will continue to capitalize on the sexual wellness category."

                       About WES Consulting

Atlanta, Ga. - based WES Consulting, Inc. (OTC BB: WSCU) was
incorporated February 25, 1999, in the State of Florida.  Until
October 19, 2009, the Company was in the business of consulting
and commercial property management.  On October 19, 2009, the
Company entered into a Merger and Recapitalization Agreement with
Liberator, Inc., a Nevada corporation.  Pursuant to the Agreement,
Liberator merged with and into the Company, with the Company
surviving as the sole remaining entity.  The Merger has been
accounted for as a reverse merger.

The Company is a designer and manufacturer of various specialty
furnishings for the sexual wellness market.  The Company's sales
and manufacturing operation are located in the same facility in
Atlanta, Georgia.  Sales are generated through the internet and
print advertisements.

The Company's balance sheet at June 30, 2010, showed $3.1 million
in total assets, $3.9 million in total liabilities, and a
stockholders' deficit of $738,462.

Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred a net loss of $1.0 million and $3.6 million for the years
ended June 30, 2010, and 2009, respectively, and as of June 30,
2010, the Company had an accumulated deficit of $6.2 million and a
working capital deficit of $676,989.


WESTMORELAND COAL: Plans to Issue $150MM Notes to Pay Dividends
---------------------------------------------------------------
Westmoreland Coal Company and certain subsidiaries announced that
it intends to offer $150.0 million of Senior Secured Notes due
2018 in a private placement.  The net proceeds from the offering
of the Notes are expected to be used to pay all accrued and unpaid
dividends on the Company's Series A preferred stock, to repay
certain indebtedness, to retire approximately $2.7 million of the
outstanding principal owed on the senior secured convertible notes
and for general corporate purposes.

The Notes will be sold only to qualified institutional buyers in
the United States in reliance on Rule 144A under the Securities
Act of 1933, and outside the United States to non-U.S. persons in
reliance on Regulation S under the Securities Act.  The proposed
issuance of the Notes will not be registered under the Securities
Act, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company is an
energy company whose operations include five surface coal mines in
Montana, North Dakota and Texas and two coal-fired power-
generating units with a total capacity of 230 megawatts in North
Carolina.  The Company sold 24.3 million tons of coal in 2009.
The Company's two principal operating segments are its coal
segment and its power segment, in addition to two non-operating
segments.

The Company's balance sheet at Sept. 30, 2010, showed
$765.0 million in total assets, $898.75 million in total
liabilities, and a stockholders' deficit of $133.75 million.

As reported in the Troubled Company Reporter on March 15, 2010,
KPMG LLP, in Denver, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that of the Company's recurring losses from
operations, working capital deficit and net capital deficiency.


WM BOLTHOUSE: S&P Gives Neg. Outlook; Holds 'B' Corp. Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Bakersfield, Calif.-based Wm. Bolthouse Farms Inc. to negative
from stable.  At the same time, S&P affirmed its ratings on the
company, including the 'B' corporate credit rating.

"The outlook revision reflects Bolthouse's tight covenant cushion
on its first-lien leverage covenant that is expected to further
tighten," said Standard & Poor's credit analyst Bea Chiem.

Through the second fiscal quarter ended Sept. 30, 2010, the
company's operating performance was roughly in line with its plan,
with slightly less than 10% cushion on its senior-lien leverage
covenant.  The company's plan was to improve cushion by the second
half of the year.  However, S&P's assumption is that the company
will experience weak operating performance in the third quarter
primarily due to adverse weather and flooding in Bolthouse's key
carrot growing regions in Southern California.  Under both its
first- and second-lien term credit facilities, the leverage
covenants will become more restrictive as of March 31, 2011.  As a
result, S&P believes that if operating performance and leverage,
as measured by total debt to EBITDA, do not improve in the fourth
quarter of fiscal 2011, covenant cushion will tighten further.

The ratings on Bolthouse reflect the company's highly leveraged
financial risk profile and vulnerable business risk profile,
characterized by its narrow business focus on carrots and super-
premium natural beverage categories, its participation in the
highly competitive vegetable, beverage, and salad dressing
markets, and its high debt leverage.

Bolthouse grows and processes carrot products under the names
Bolthouse Farms, Earthbound Farms, Green Giant, and private
labels, and produces a growing line of 100% natural premium juices
and chilled salad dressings.


WN TRUCK STOP: Stay Lifted; Creditor Forecloses Location
--------------------------------------------------------
Jill Dunn at etrucker.com reports that Judge Harlin Hale of U.S.
Bankruptcy Court for Northern District of Texas lifted the
automatic stay on Willie Nelson's Truck Stop dba Willie's Place,
allowing the Company's financial backer to foreclose on the Texas
location.

According to the report, New Jersey-based SBL Capital Funding
financed completion of the Company in February 2008.  SBL, a
private direct or hard money lender, specializes in short-term
real estate bridge loans to high-risk borrowers.  The loan's
principal amount is nearly $5 million and SBL received a deed of
trust and security agreement on Willie's Place, extended to mature
February 2010.

Dallas, Texas-based WN Truck Stop, LLC, dba Willie's Place, filed
for Chapter 11 bankruptcy (Bakr. N.D. Tex. Case No. 10-33156) on
May 3, 2010.  Robert A. Simon, Esq., at Barlow Garsek & Simon,
LLP, in Fort Worth, Texas, represents the Debtor as counsel.  In
its petition, the Debtor estimated $1 million to $10 million in
assets and debts.


YMCA OF MCHENRY: Operations Continue; Has Plan to Sell
------------------------------------------------------
YMCA of McHenry County has filed for Chapter 11 protection with a
plan to convey operations to another YMCA organization.

"This was a difficult decision for the board, but it is the right
decision for the future of our local YMCA," the board of directors
said.

"Our goal in this process is to give the communities we serve a
stronger, healthier YMCA, and reorganizing through bankruptcy
provides an opportunity to do just that.  This decision does not
impact our daily operations, which will continue without
interruption.  Our YMCA's staff is fully committed to providing
the same safe, high-quality programs and services that McHenry
County has come to expect from the YMCA".

"Like so many businesses and organizations in our area, the YMCA
of McHenry County has been adversely affected by the economic
recession. Declines in membership and donations over the past few
years have presented financial challenges, but we believe the
action we have taken today is an important first step toward
restoring our Y's operational and fiscal health".

"Our YMCA has had the privilege of serving the children, families
and communities of McHenry County for more than 46 years. We are
incredibly grateful for the support we have received from our
members, participants and donors, and we are confident the Y will
continue to be a vital part of McHenry County for many years to
come."

                   Debtor to Sell Assets

Brett Rowland at the Northwest Herald, citing court filings,
reports that YMCA of McHenry blamed increased competition, pending
lawsuits, higher insurance costs, and a decline in membership.

The Company, according to the Northwest Herald, filed for
bankruptcy armed with a plan to sell its assets to YMCA of
Metropolitan Chicago, wherein it would continue "many of the
programs that the [YMCA of McHenry County] makes available to its
community."

                     About the Debtor

Crystal Lake, Illinois-based YMCA of McHenry County filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 11-80295) on Jan.
26, 2011.  Rosanne Ciambrone, Esq., at Duane Morris LLP, in
Chicago, Illinois, represents the Debtor.  The Debtor estimated
assets and debts of $1,000,001 to $10,000,000 as of the Petition
Date.


ZALE CORP: Breeden Entities Have 25.67% Equity Stake
----------------------------------------------------
In an amended Schedule 13D filing with the Securities and Exchange
Commission on January 26, 2011, Richard C. Breeden disclosed that
he beneficially owns 8,245,636 shares of common stock of Zale
Corporation representing 25.67% of the shares outstanding.  As of
November 30, 2010, 32,123,875 shares of Zale Corporation's Common
Stock, par value $0.01 per share, were outstanding.

Other affiliates of Mr. Breeden also disclosed beneficial
ownership of shares of the Company:

                                         Shares         Equity
                                   Beneficially Owned   Stake
                                   ------------------   -------
Breeden Capital Management LLC         8,233,154       25.63%
Breeden Partners (California) L.P.     4,882,668       15.20%
Breeden Partners L.P.                    740,137        2.30%
Breeden Partners (California) II L.P.    743,657        2.31%
Breeden Partners (New York) I L.P.       256,343         0.8%
Breeden Partners Holdco Ltd.           1,610,349        5.01%
Breeden Partners (Cayman) Ltd.         1,610,349        5.01%
Breeden Capital Partners LLC           6,662,805       20.62%
Richard C. Breeden                     8,245,636       25.67%

                       About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

The Company's balance sheet at Oct. 31, 2010, showed $1.28 billion
in total assets, $438.51 million in total current liabilities,
$450.45 million in long-term debt, $176.31 million in other
liabilities, and stockholders' investment of $213.06 million.

Zale reported a net loss of $93.67 million on $1.62 billion of
revenues for the year ended July 31, 2010, compared with a net
loss of $166.35 million on $1.78 billion of revenues for the same
period a year ago.

As reported by the Troubled Company Reporter on February 10, 2010,
The Deal.com's Sara Behunek reported that analysts said bankruptcy
looms for Zale if it fails to restructure its debt and put in
place a solid merchandising strategy.


* Indiana House OKs Bill to Fix Unemployment Insurance Fund
-----------------------------------------------------------
The Associated Press reports The Indiana House approved a bill
Monday to help fix the state's bankrupt unemployment insurance
fund by reducing jobless benefits for some people and softening
tax increases on businesses.  According to the AP, the Republican-
led House voted 61-38 mostly along party lines for the plan, which
now goes to the Republican-led Senate for consideration.

According to the AP, supporters said the bill was a fair way to
fix Indiana's unemployment fund, which currently pays out millions
of dollars more in jobless benefits than it takes in through
employer taxes.

According to the report, bill sponsor Rep. Dan Leonard,
R-Huntington, said the bill will repair the fund without putting
companies out of business or drastically cutting unemployment
checks for most out-of-work Hoosiers.  He said businesses make up
about two-thirds of the solution with the remaining third on
workers.


* Alvarez & Marsal Adds K. B. Stapleton as N.Y. Managing Director
-----------------------------------------------------------------
Kelly Beaudin Stapleton has joined Alvarez & Marsal as a Managing
Director in New York.

A former U.S. Bankruptcy Trustee and Assistant District Attorney,
Ms. Stapleton brings a wealth of experience in the restructuring
industry, having served as a financial adviser as well as a
trustee in numerous complex cases.  Her background also includes
significant experience in the retail, manufacturing, professional
services and logistics sectors, among others.

Stated Bryan Marsal, Co-CEO of A&M, "Kelly's experience,
encompassing both bankruptcy regulation and private sector
financial advisory, provides her with the ability to contribute
invaluable perspectives and results to clients we serve at our
firm".

Prior to joining A&M, Ms. Stapleton served in managing director
roles in New York at two financial advisory firms, representing
debtors and creditors in reorganizations, liquidations, Section
363 sales and fraud investigations.

Previously, Ms. Stapleton was the U.S. Trustee for Region 3,
appointed by U.S. Attorney General in January 2005, and charged
with the protection of the integrity of the bankruptcy system for
Delaware, Pennsylvania and New Jersey.  As Trustee, she managed
five state offices and was responsible for hundreds of significant
business and corporate restructurings, including Owens Corning,
New Century Financial, Dura Automotive Systems and Sharper Image
Corp. She began her legal career as an Assistant District Attorney
for the Philadelphia District Attorney's Office and later entered
private practice.

Ms. Stapleton is the current Education Chair of the American
Bankruptcy Institute's Ethics Committee and is a member of ABI's
Mid-Atlantic Advisory Board.  She is on the board of the Chamber
Orchestra of Philadelphia and on the Editorial Board of the New
Jersey Bankruptcy Manual.

A graduate of the University of California, Los Angeles, she
earned her juris doctor degree from Georgetown University Law
Center.

                      About Alvarez & Marsal

Since 1983, Alvarez & Marsal -- http://www.alvarezandmarsal.com/-
- is a global professional services and restructuring firm.  It
works with companies, investors, boards and legal counsel to
improve performance, solve complex problems and maximize value for
stakeholders.  A&M provides a range advisory and interim
management services including: performance improvement, turnaround
management, business consulting, tax, transaction advisory,
dispute analysis & forensics and real estate, among others.


* Chadbourne & Parke Elevates C. Rivera as Counsel in NY Office
---------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP has made five
new promotions.  Mukhit Yeleuov has been appointed international
partner in the firm's Almaty office, while Scott Bank, Benjamin
Koenigsberg and Christy Rivera have been elevated to counsel in
the New York office and Susan Cowell has been promoted to counsel
in the Washington, DC office.

"I congratulate Mukhit, Scott, Benjamin, Christy and Susan on
their appointments and look forward to their continued
contributions to the success of the firm and our clients," said
Chadbourne Managing Partner Andrew A. Giaccia.  "These
appointments reflect the firm's appreciation of our roster of
stellar legal talent and underscore our continued commitment to
excellence in their respective practice areas, including
Chadbourne's well-established project finance, litigation, energy,
bankruptcy and financial restructuring practices."

Mukhit Yeleuov, based in the firm's Almaty office, counsels
clients on a broad range of legal issues with a particular
emphasis on litigation.  He has represented clients on significant
disputes involving, among others, contractual issues, tax and
customs, professional liability, and shareholder contests.  He
also advises on disputes related to corporate, subsoil use, labor,
migration, and environmental, technical safety and bankruptcy
issues. Mr. Yeleuov also has extensive experience advising oil and
gas companies as well as counseling companies on capital markets
and finance issues.  He is a 1999 graduate, with highest honors,
of Kazakh State National University, School of Law and received
his LL.M. and S.J.D. from Indiana University School of Law. Mr.
Yeleuov is fluent in English, Kazakh, Russian and Turkish.

Scott Bank, resident in the firm's New York office, practices
commercial real estate with an emphasis on commercial acquisitions
and dispositions, financings and workouts, investments and joint
ventures, development and construction. His clients include
numerous private equity firms, opportunity funds, and other
national, regional and local commercial real estate owners and
developers.  Mr. Bank has also represented international, national
and regional banks, life insurance companies and other lenders in
real estate secured transactions.  He works extensively with the
firm's project finance group on real estate aspects of a range of
energy projects, including wind, solar and biomass. Mr. Bank
received his B.A. from Bucknell University in 1991 and his J.D.
from George Washington University in 1996.

Susan Cowell practices environmental law out of Chadbourne's
Washington, DC office.  She reviews environmental matters
requiring interpretation of the National Environmental Policy Act,
Clean Air Act, Clean Water Act, Endangered Species Act,
Comprehensive Environmental Response and Compensation and
Liability Act and other environmental laws. Ms. Cowell has devoted
particular attention to renewable energy projects, including wind,
solar, geothermal, landfill gas and biomass.  She received her
B.S. from the University of Wisconsin, Eau Claire in 1988 and her
J.D. from the Illinois Institute of Technology, Chicago-Kent
College of Law in 2000.  She also holds two M.S. degrees from the
University of Wisconsin, Madison - one in Water Resources
Management, received in 1992 and one in Water Chemistry, received
in 1995.

Benjamin Koenigsberg, resident in the firm's New York office,
focuses his practice on project development, financings, public-
private partnerships, hedge transactions, acquisitions and sales
relating to complex power, transportation, natural gas and other
infrastructure projects.  His clients include international
lenders, lead arrangers and underwriters, sponsors, private equity
funds and other investors in limited resource financings,
privatizations, debt restructurings and structured equity
investments.  Mr. Koenigsberg's work ranges from conventional to
renewable power and includes experience with projects throughout
the U.S., Brazil, Colombia and Israel.  He earned his B.A., magna
cum laude, from the University of Maryland in 1997 and his J.D.
from Fordham University School of Law in 2001. Mr. Koenigsberg was
ranked in Chambers USA in 2008, 2009, and 2010 for his work in
project finance.

Christy Rivera, based in Chadbourne's New York office, advises
clients in a variety of in court and out-of-court restructuring
matters. She has represented lenders, indenture trustees, account
holders, and secured and unsecured creditors in pre-packaged and
conventional Chapter 11 cases.  Ms. Rivera's most recent
experience includes representing clients in the bankruptcy cases
of Lehman Brothers, AbitibiBowater Inc., and Tribune Company.  She
has also represented multiple individuals in bankruptcy and other
matters on a pro bono basis, and is a member of the firm's Pro
Bono Committee.  She earned her B.A. degree from the University of
Michigan in 1998, and received her J.D. from New York University
School of Law in 2001.

                    About Chadbourne & Parke LLP

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- is an
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
venture capital and emerging companies, energy/renewable energy,
communications and technology, commercial and products liability
litigation, arbitration/IDR, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, executive compensation and employee benefits,
employment law and ERISA, trusts and estates and government
contract matters.  Major geographical areas of concentration
include Russia, Central and Eastern Europe, the Middle East and
Latin America. The Firm has offices in New York, Washington, DC,
Los Angeles, Mexico City, Sao Paulo, London, Moscow, Warsaw, Kyiv,
Almaty, Dubai and Beijing.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Feb. 3-5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Caribbean Insolvency Symposium
        Westin Casuarina Resort & Spa, Grand Cayman Island
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 18, 2011
  WHARTON RESTRUCTURING CLUB
     7th Annual Wharton Restructuring and Turnaround Conference
        The Union League, Philadelphia, Pa.
           Contact: http://whartonrestructuringconference.org/
                    Colin McGinnis -- mcginnic@wharton.upenn.edu
                    Adam Piekarski -- adamjp@wharton.upenn.edu
                    Avi Robbins -- arobb@wharton.upenn.edu

Feb. 24-25, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 4, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Hyatt Regency Century Plaza, Los Angeles, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 7-9, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        Duberstein U.S. Courthouse, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - Florida
        Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     SUCL/ Alexander L. Paskay Seminar on
     Bankruptcy Law and Practice
        Marriott Tampa Waterside, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 17-19, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 27-29, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott, Chicago, IL
           Contact: http://www.turnaround.org/

May 5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - New York City
        Association of the Bar of the City of New York,
        New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        Hilton New York, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Jan. 25, 2011



                           *********

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 by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related 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.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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