TCR_Public/110203.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 3, 2011, Vol. 15, No. 33

                            Headlines

13730 TAMIAMI: Voluntary Chapter 11 Case Summary
A & C DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors
AES THAMES: Taps Landis Rath as Bankruptcy Counsel
AES THAMES: Wants to Use Connecticut Light's Cash Collateral
ALAMO CORNER: Case Summary & 4 Largest Unsecured Creditors

ALERIS INTERNATIONAL: Moody's Assigns 'Ba3' Corp. Family Rating
ALERIS INTERNATIONAL: S&P Assigns 'B+' Corporate Credit Rating
ALR BLUE: Case Summary & 3 Largest Unsecured Creditors
AMB PROPERTY: Fitch Puts 'BB+' IDR on Watch Positive
AMBAC FINANCIAL: Michael Callen to Step Down as Exec. Chairman

AMBAC FINANCIAL: Wisc. Court Confirms AAC Rehabilitation Plan
AMBAC FINANCIAL: AAC Says JPM Refused to Buy Back Mortgages
AMERICAN HOME: Can't Destroy Some Loan Documents
AMERICAN SHINGLE: CEO Turns Self in Prison to Clear Name
AMPERE ELECTRIC: Case Summary & 6 Largest Unsecured Creditors

AMTRUST FIN'L: No Ruling Yet on Whether AmTrust Owes FDIC
ANCHOR BLUE: Taps Morgan Lewis as Bankruptcy Counsel
ANCHOR BLUE: Wants to Hire Young Conaway as Co-Counsel
ANCHOR BLUE: Wants to Hire FTI Consulting as Financial Advisor
BALDOR ELECTRIC: Moody's Withdraws 'B1' Corp. Family Rating

BANNING LEWIS: Sues Affiliated Manager for Preferences
BASIC ENERGY: Moody's Assigns 'B3' Rating to $250 Mil. Notes
BEAR STEARNS: District Court Denies Dismissal of Securities Suit
BEEHIVE BEAUTY: Voluntary Chapter 11 Case Summary
BERNARD L MADOFF: Mets Told They Should Have Known of Ponzi Scheme

BOONES CROSSING: Case Summary & Largest Unsecured Creditor
BROWN MOTOR: Case Summary & 14 Largest Unsecured Creditors
CCM MERGER: S&P Puts 'B+' Rating on $635 Million Credit Facility
CENTRAL FALLS, RI: Former SC Judge Flanders Named Receiver
CHINOS ACQUISITION: Moody's Assigns 'B2' Corporate Family Rating

CINCINNATI BELL: Mark Lazarus Resigns From Board of Directors
CINNAMON VALLEY: Voluntary Chapter 11 Case Summary
CLOVERLEAF ENTERPRISES: Failed Bidder Objects to Penn Deal
COLUMBIAN CHEMICALS: Moody's Outlook 'Developing' on Aditya Deal
COMPOSITE TECH: Deregisters Unsold Shares in March 2006 Offering

COMPOSITE TECH: Deregisters Unsold Shares in March 2007 Offering
COMPOSITE TECH: Deregisters Unsold Shares in July 2007 Offering
COMPOSITE TECH: Deregisters Unsold Common Shares in 2008 Offering
CONSTAR INT'L: Wins Nod to Borrow $55 Million
CONSTAR INT'L: Wins OK for $60MM Exit Financing Deal

CONSTAR INT'L: Taps PricewaterhouseCooper as Independent Auditor
CONTESSA PREMIUM: Wins Approval of Wells Fargo Financing
CUMULUS MEDIA: Moody's Won't Change Ratings Upon CMP Purchase
DALLAS PARTNERS: Case Summary & 2 Largest Unsecured Creditors
DANIELS ASSETS: Voluntary Chapter 11 Case Summary

DEL ROSA: Case Summary & 6 Largest Unsecured Creditors
DELPHI CORP: Mich. Economic Agency Amends 2007 Tax Incentive
DENNY HECKER: Crosslake Property Sold for $5.4 Million
DESTINY MEDICAL: Case Summary & 3 Largest Unsecured Creditors
DEX ONE: S&P Changes Outlook to Negative, Affirms 'B' Rating

DISH NETWORK: DBSD Deal Won't Affect Moody's 'Ba3' Rating
DORA AJA: 1st Cir. BAP Rejects Debtor's Stay Relief Appeal
DRESSER INC: Moody's Withdraws 'B2' Corporate Family Rating
DYNA-GO PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
ENCANTO ENTERPRISES: Case Summary & 2 Largest Unsecured Creditors

FAIRGREEN EDENWOOD: Case Summary & 6 Largest Unsecured Creditors
FIDDLER'S CREEK: Reaches Agreement on Revised Plan
FIRST JERSEY: N.J. Judge to Decide on Reopening of Brennan Case
FIRSTFED FINANCIAL: Tax Refunds to be Held in Escrow
FKF MADISON: Judge Issues Restraining Order to Developer

FLAVIA VIEIRA FERNANDES: Court Rules on Wrongful Forclosure Suit
FORBCO MANAGEMENT: Case Summary & 23 Largest Unsecured Creditors
FORBCO SIZZLER: Case Summary & 25 Largest Unsecured Creditors
FORD MOTOR: S&P Raises Corporate Credit Rating to 'BB-'
FORD MOTOR: Sued in London Over Pension Losses at Visteon UK

GEORGES MARCIANO: Order for Relief Entered Against Guess? Founder
GENCORP INC: S&P Raises Subordinated Debt Rating to 'CCC+'
GENERAL EMPLOYMENT: Gets Add'l Deficiency Letter from NYSE Amex
GENERAL MOTORS: S&P Revises Outlook to Positive, Holds BB- Rating
GEO GROUP: Moody's Assigns 'B1' Rating to $250 Mil. Debt

GEO GROUP: S&P Affirms Corp. Credit Rating at 'B+'; Outlook Stable
GREAT ATLANTIC & PACIFIC: N. Providence Wants Lease Honored
HARRISBURG, PA: Council Members Refuse Meeting With Advisers
HOTEL ABILENE: Case Summary & 12 Largest Unsecured Creditors
HOVNANIAN ENTERPRISES: Fitch Assigns 'C/RR6' to $150 Mil. Notes

HOWELL UTILITY: Case Summary & 13 Largest Unsecured Creditors
INTERACTIVE DATA: Refinancing Won't Affect Moody's 'Ba3' Rating
ICEROK LLC: Case Summary & 10 Largest Unsecured Creditors
IDEARC INC: E.D. Pa. Ct. Dismisses Shareholders' Suit v. Verizon
INNKEEPERS USA: LNR Seeks Right to Object to New Proposal

IQOR US: Moody's Rates $75MM Last-Out Term Loan B at 'Caa2'
IQOR HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
IVEY MANAGEMENT: Case Summary & 15 Largest Unsecured Creditors
ISC BUILDING: Committee Taps Conway MacKenzie as Financial Advisor
JAMES F BYRNES: Case Summary & 20 Largest Unsecured Creditors

K HOVNANIAN: S&P Assigns 'CCC-' Rating to Proposed $150MM Notes
KANG INVESTMENT: Amends List of Largest Unsecured Creditors
KANG INVESTMENT: Files Schedules of Assets & Liabilities
KANG INVESTMENT: Section 341(a) Meeting Scheduled for March 2
KB II LLC: Case Summary & 2 Largest Unsecured Creditors

KEMETA LLC: Files for Chapter 7 Liquidation
KILEY RANCH: Court Denies Request for Exclusivity Extension & Stay
KNY, LLC: Voluntary Chapter 11 Case Summary
KP MILLION: Voluntary Chapter 11 Case Summary
KRYSTAL KOACH: U.S. Trustee Forms 9-Member Creditors Committee

KRYSTAL KOACH: Committee Taps Alvarez & Marsal as Fin'l Advisor
KRYSTAL KOACH: Committee Can Hire Greenberg Traurig as Counsel
L & G RESTAURANTS: Case Summary & 25 Largest Unsecured Creditors
LA FERIA: Voluntary Chapter 11 Case Summary
LA SOMBRA: Voluntary Chapter 11 Case Summary

LEO DEVELOPMENT: Voluntary Chapter 11 Case Summary
LEVEL 3 COMMS: Swaps $294MM Existing Notes With $300MM New Notes
LRL CITI PROPERTIES: Court Dismisses Chapter 11 Cases
MATERA RIDGE: U.S. Trustee Wants Case Converted to Chapter 7
MELNICK'S MACON: Case Summary & 20 Largest Unsecured Creditors

MERITOR SAVINGS: Shareholders Win Appeal Over 1992 FDIC Seizure
MPI AZALEA: Plan Confirmation Hearing Set for Feb. 15
MSR RESORT: Wants to Use Cash Collateral, Gets Lenders' Okay
MSR RESORT: Taps Kurtzman Carson Consultants as Claims Agent
MSR RESORT: Wants Extension of Filing of Schedules Until March 16

MT BALDY REAL ESTATE: Osoyoos Indian Sues Over Defaulted Loan
MULTI-PLASTICS INC: Files Schedules of Assets and Liabilities
MURRAY SQUARE: Case Summary & 4 Largest Unsecured Creditors
NEW YORK: "Functionally Bankrupt," Gov. Cuomo Says
NEXAIRA WIRELESS: BDO USA Raises Going Concern Doubt

NORTH GENERAL: Can Plan Exclusivity Extended Until March 11
NORTH LAKE: Case Summary & 4 Largest Unsecured Creditors
ORANGE GROVE: Wants Access to SWP Cash Collateral Until May 31
ORANGE GROVE: Disclosure Statement Hearing Set for Feb. 9
PAR INDUSTRIAL: Nitro Corp. Seeks to Acquire Assets

PARTSEARCH TECHNOLOGIES: Creditors Take Aim at Sale Process
PDG 1559: Voluntary Chapter 11 Case Summary
PINNACLE-BROOKHAVEN: Case Summary & 2 Largest Unsecured Creditors
PIONEER VILLAGE: Disclosure Statement Hearing Set for Feb. 22
PRIUM LAKEWOOD: Court Sets Feb. 15 Bar Date for Proofs of Claim

PRIUM LAKEWOOD: U.S. Trustee Unable to Appoint Creditors Committee
PRIVATE BUSINESS: Case Summary & 20 Largest Unsecured Creditors
PROLOGIS INC: Fitch Puts Low-B Ratings on Positive Watch
R RILEY WASHINGTON: Voluntary Chapter 11 Case Summary
RANDALL ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors

REVEL ATLANTIC: S&P Cuts Issue-Level Rating on $850MM Loan to 'B'
RIVER CHASE: Case Summary & 2 Largest Unsecured Creditors
ROCK & REPUBLIC: Set for March 23 Plan Confirmation Hearing
RONA INC: S&P Assigns 'BB' Rating to Cumulative Preferred Shares
RUGGED BEAR: Section 341(a) Meeting Scheduled for Feb. 24

RUGGED BEAR: Wants to Extend Filing of Schedules Until Feb. 22
RUGGED BEAR: Gets Court's Interim Nod to Use Cash Collateral
SBARRO INC: Missed Interest Payment Cues S&P's 'D' Ratings
SCHUTT SPORTS: Settles All Dispute with Riddell
SEDGWICK CLAIMS: Seeks $600-Mil. Loan for Purchase

SMURFIT-STONE: Third Point, Monarch Lobby vs. Rock-Tenn Merger
SOLOMON DWEK: Court Dismisses Ch. 11 Trustee Suit vs. Kohen
SOUTHWEST GEORGIA ETHANOL: Seeks Bankruptcy Protection
SOUTHWEST GEORGIA ETHANOL: Case Summary & Creditors' List
STEVEN WEST: Case Summary & 20 Largest Unsecured Creditors

STONE CREEK VILLAGE: Contempt Judgment Violates Automatic Stay
STONE GALLERY: Voluntary Chapter 11 Case Summary
SUPERIOR ACQUISITIONS: Can Use Rents to Pay Property Expenses
TERRESTAR NETWORKS: Parties Agree on Plan Confirmation Timeline
TERRESTAR NETWORKS: Removal Period Extended Until Confirmation

TERRESTAR NETWORKS: Wants Plan Exclusivity Until August 16
TRIBUNE CO: Court Orders Mediation With James Allen, et al.
TRIBUNE CO: Files Rule 2015.3 Report for December 2010
TRIBUNE CO: Objects to McCormick $50 Billion Claim
TRICO MARINE: G Jones Resigns as CFO; Duties Assumed by VP Morrell

TRIKEENAN TILEWORKS: To Seek Approval for Reorganization Plan
TRONOX INC: Anadarko Reaches Deal With U.S. Govt. on Documents
TROPHY 315: Case Summary & 7 Largest Unsecured Creditors
TUPPERWARE BRANDS: Moody's Reviews 'Ba1' Corp. Family Rating
UNION MISSIONARY: Case Summary & 8 Largest Unsecured Creditors

UNITED CONTINENTAL: May Purchase New Jets, Analysts Say
UNITED CONTINENTAL: Opposes O'Hare Plan, Battles Over Reagan Slots
UNITED CONTINENTAL: Arbitrator Rules on Outsourcing Dispute
US AIRWAYS: Agrees to Extend Philly Airport Lease for 2 Years
US AIRWAYS: Pilots Protest Over Pace of Contract Talks

US AIRWAYS: Reports December 2010 Traffic Results
US AIRWAYS: Signs Multi-Year Partnership Pact With Expedia
V-MAST MANUFACTURING: Case Summary & Creditors List
VALCO RENTAL: Case Summary & 23 Largest Unsecured Creditors
VILLAGE AT CAMP: Disclosure Statement Hearing Set for Feb. 10

W & J HIGGINS: Case Summary & 25 Largest Unsecured Creditors
WALTER ENERGY: Moody's Assigns 'B1' Rating to $2.7 Bil. Loan
WARREN L DRONEBARGER: Winborn and Cherub Allowed to One Recovery
WASHINGTON MUTUAL: Noteholders Deny Insider-Trading Allegations
WASHINGTON MUTUAL: Goldman Loses Bid to Derail Investor Claims

WATERFORD FUNDING: Affiliates' Estates Substantively Consolidated
W.R. GRACE: Bankr. Court Sets Admin. & Fee Claims Bar Dates
W.R. GRACE: Court OKs $84 Million Settlement With CNA Financial
W.R. GRACE: Plan Confirmation Hearing Moves to District Court

* ABI Quick Poll: Bankruptcy Filings to Increase in Fiscal 2011
* Consumer Bankruptcies Decline by 22% in January

* Moody's Sees $1.3 Trillion Debt for Nonfinancial Companies

* Senate Democrats Back Bankruptcy Mediation for Homeowners

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

13730 TAMIAMI: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 13730 Tamiami Trail LLC
          dba Oil Change Rental dba Soapy Suds
              Chucks dba Soapy Suds
              2408 Winkler LLC dba Soapy Suds
              1788 Winkler LLC dba Soapy Suds
              13730 Tamiami LLC dba Soapy Suds
              12262 Palm Beach Blvd, LLC dba Soapy Suds
        13709 Brynwood Lane
        Fort Myers, FL 33912

Bankruptcy Case No.: 11-01762

Chapter 11 Petition Date: January 31, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Charles R. Hayes, Esq.
                  PHOENIX LAW, P.A.
                  12800 University Drive, Suite 260
                  Fort Myers, FL 33907
                  Tel: (239) 461-0101 Ext 233
                  E-mail: ch@corporationcounsel.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 Gary Milton Shaffer, Co-Trustee,
managing member.


A & C DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: A & C Development, LLC
          dba Las Palmas TownHomes
        4439 Park Boulevard
        Pinellas Park, FL 33781

Bankruptcy Case No.: 11-01593

Chapter 11 Petition Date: January 31, 2011

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Caryl E. Delano

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $1,532,892

Scheduled Debts: $3,983,462

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-01593.pdf

The petition was signed by Cliff J. Davis, managing member.


AES THAMES: Taps Landis Rath as Bankruptcy Counsel
--------------------------------------------------
AES Thames, L.L.C., asks for authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Landis
Rath & Cobb LLP as bankruptcy counsel, nunc pro tunc to the
Petition Date.

LRC will, among other things:

     a. prepare pleadings, motions, applications, draft orders
        notices, schedules and other documents, and reviewing all
        financial and other reports to be filed in the Debtor's
        bankruptcy case, and advise the Debtor concerning and
        prepare responses to, applications, motions, other
        pleadings, notices and other papers that may be filed and
        served in the case;

     b. appear in Court to represent and protect the interests of
        the Debtor and its estate;

     c. advise and assist the Debtor in connection with the
        formulation, negotiation and promulgation of a plan or
        plans of reorganization or liquidation and related
        documents, and take all further actions as may be required
        in connection with the plan during the case; and

     d. advise and assist the Debtor in connection with any
        potential asset dispositions.

LRC will be paid based on the rates of its professionals:

        Partners                    $475 to $690
        Associates                  $295 to $425
        Paralegals                  $190 to $220
        Legal Assistants             $95 to $125

Adam G. Landis, Esq., a partner at LRC, assures the Court that the
firm is a "disinterested person" as that term defined in Section
101(14) of the Bankruptcy Code.

                         About AES Thames

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

AES Thames filed for Chapter 11 bankruptcy protection on
February 1, 2011 (Bankr. D. Del. Case No. 11-10334).   The
increased cost of energy production and the "uneconomic and
onerous provisions" of a steam sale agreement with Smurfit-Stone's
predecessor led AES Thames to seek bankruptcy protection.

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: Wants to Use Connecticut Light's Cash Collateral
------------------------------------------------------------
AES Thames, L.L.C., seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to use cash collateral.

Connecticut Light and Power Company asserts an interest in certain
of the Debtor's assets, including cash.  On December 6, 1985, AES
Thames, Inc., the predecessor to the Debtor, entered into an
electricity purchase agreement, pursuant to which the Debtor
agreed to provide electricity to CL&P over an extended period of
time.  In connection therewith, the parties and certain banks
entered into a security agreement dated as of November 30, 1990
pursuant to which ATI pledged certain assets as security for the
repayment of certain indebtedness incurred in connection with the
construction of the facility.  The parties amended the purchase
agreement on September 30, 1999.  The parties entered into a
certain amended and restated security agreement on June 15, 2001,
which granted CL&P a first priority lien on, among other things,
the facility.  As of the date of the filing of its petition, the
Debtor has no liquidated claims under the purchase agreement and
there are no amounts due to CL&P pursuant to the purchase
agreement or otherwise.

Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP, explains that
the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.

In exchange for using the cash collateral, the Debtor proposes to
grant CL&P a replacement lien to the extent of any diminution in
value of CL&P's interest in the cash collateral.

                         About AES Thames

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

AES Thames filed for Chapter 11 bankruptcy protection on
February 1, 2011 (Bankr. D. Del. Case No. 11-10334).   The
increased cost of energy production and the "uneconomic and
onerous provisions" of a steam sale agreement with Smurfit-Stone's
predecessor led AES Thames to seek bankruptcy protection.

Adam G. Landis, Esq., Kerri K. Mumford, Esq., and Landon Ellis,
Esq., at Landis Rath & Cobb LLP, serve as the Debtor's bankruptcy
counsel.

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.


ALAMO CORNER: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Alamo Corner, LP
        P.O. Box 460481
        San Antonio, TX 78246-0481

Bankruptcy Case No.: 11-50371

Chapter 11 Petition Date: January 31, 2011

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: William B. Kingman, Esq.
                  LAW OFFICES OF WILLIAM B. KINGMAN, PC
                  4040 Broadway, Suite 450
                  San Antonio, TX 78209
                  Tel: (210) 829-1199
                  E-mail: bkingman@kingmanlaw.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 four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb11-50371.pdf

The petition was signed by David W. Monnich, managing member of
general partner.


ALERIS INTERNATIONAL: Moody's Assigns 'Ba3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating
and probability of default rating to Aleris International, Inc.
At the same time, Moody's assigned a B1 rating to the company's
proposed $500 million senior unsecured notes due 2018.  Proceeds
are expected to be used to pay a $300 million dividend to its
shareholders and for general corporate purposes.  The outlook is
stable.

                        Ratings Rationale

On June 1, 2010, Aleris emerged from Chapter 11 bankruptcy
protection (where it had operated since February 12, 2009) and
completed a financial and operational restructuring.  As part of
the emergence plan, the company completed a $609 million rights
offering (backstopped by and taken up by its three sponsors:
Oaktree Capital Management, L.P., Apollo Management, L.P., and
Sankaty Advisors, LLC), which was comprised of $564 million of new
equity and $45 million of senior unsecured notes.  As a result of
the restructuring, Aleris extinguished approximately $2.7 billion
of debt, leaving it with a virtually debt-free capital structure.

The Ba3 corporate family rating reflects Aleris's moderate
leverage (pro-forma for the notes issue) following its substantial
deleveraging upon emerging from bankruptcy.  As a consequence of
the debt extinguishment, Aleris's capital structure is now more
appropriately balanced given the cyclical nature of its business.
In addition, the rating acknowledges the company's strong market
position as a major global supplier of aluminum rolled products,
its geographic and end market diversity, and its long-term
customer relationships.  Lastly, the rating recognizes the
company's currently solid liquidity position.

At the same time, the corporate family rating reflects Moody's
expectation that the recovery in Aleris's key end markets will
continue to be uneven and that its exposure to the building and
construction industries will remain a weakness in 2011.  In
addition, while Moody's acknowledge the success that the company's
private equity sponsors had in helping it navigate through
bankruptcy in a relatively short period of time, there is still
some uncertainty regarding future financial policies, especially
given the proposed debt-financed dividend payment.  Additional
transactions of this type or aggressive debt-financed
acquisitions, as have been undertaken in the past, could stress
the rating.

Aleris's stable outlook reflects Moody's expectation that the end
markets which the company serves will continue to show improving
fundamentals and demand requirements over the next 12-24 months
and that the company's key credit metrics, including adjusted debt
to EBITDA, debt to capitalization, and EBIT to interest, will
remain within acceptable ranges even if growth rates are slower
than anticipated.  In addition, the company's strong position in
the aerospace and transportation industries should partially
offset the ongoing weakness in the building and construction end
markets.

At this time, an upgrade is unlikely given Aleris's limited post-
bankruptcy operating history, the lingering uncertainty regarding
future financial policies, and the current weakness in the
building and construction end markets.  However, should the
company's operating performance improve such that it achieves a
sustainable debt to EBITDA of less than 3.5x, EBIT margins of
higher than 7% and free cash flow to debt of greater than 6%, an
outlook or favorable rating movement could be considered.

Going forward, the company's ratings could be lowered if its
negative free cash flow persisted longer than anticipated or its
private equity sponsors completed another debt-financed dividend.
In addition, if debt to EBITDA increases to greater than 4.0x,
EBIT margins drop to less than 6% or EBIT to interest falls to
less than 2.5x, a change in outlook or downgrade could be
considered.

Assignments:

Issuer: Aleris International Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned B1, LGD4,
     67%

Reinstatements:

Issuer: Aleris International Inc.

  -- Probability of Default Rating, Reinstated to Ba3
  -- Corporate Family Rating, Reinstated to Ba3

Outlook Actions:

Issuer: Aleris International Inc.

  -- Outlook, Changed to Stable From Rating Withdrawn

Aleris International, Inc., is a global manufacturer of aluminum
products, serving primarily the aerospace, building and
construction, containers and packaging, metal distribution, and
transportation industries.  Through its 42 production facilities
located across North America, Europe, and China, the company
specializes in the manufacture and sale of aluminum rolled and
extruded products; aluminum recycling; and specification alloy
manufacturing.  Its operations are split into three reporting
segments: Rolled Products North America (30% of fiscal 2009
revenues), Recycling and Specification Alloys Americas (19%), and
Europe (51%).  During the 12 months ended September 30, 2010,
Aleris generated approximately $3.9 billion of revenues.


ALERIS INTERNATIONAL: S&P Assigns 'B+' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B+'
corporate credit rating to Beachwood, Ohio-based Aleris
International Inc.  The rating outlook is stable.

At the same time, S&P assigned a B+' (same as the corporate credit
rating) issue-level rating to Aleris' proposed $500 million senior
unsecured notes due 2018.  The recovery rating is '3', indicating
S&P's expectation of meaningful (50%-70%) recovery for noteholders
in the event of a payment default.

The proceeds of the sale of the notes will be used to pay a cash
dividend of $300 million to the parent, Aleris Holding Co., which
will then pay a dividend to its stockholders, and for general
corporate purposes, including financing a portion of the
construction of an aluminum rolling mill in China.

"The 'B+' corporate credit rating on Aleris International reflects
the combination of what S&P considers to be its weak business risk
profile and aggressive financial risk profile," said Standard &
Poor's credit analyst Maurice Austin.

The ratings also reflect a very competitive industry, highly
cyclical and competitive end markets, and thin operating margins.
Still, in S&P's view, the company benefits from improving industry
fundamentals and, after giving effect to the proposed financing
transaction, manageable debt levels and adequate liquidity to meet
its near-term obligations.


ALR BLUE: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: ALR Blue Ridge, LLC
        348 Enterprise Drive
        Valdosta, GA 31601

Bankruptcy Case No.: 11-20365

Chapter 11 Petition Date: January 31, 2011

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

Debtor's Counsel: Brian S. Limbocker, Esq.
                  LIMBOCKER LAW FIRM, LLC
                  Suite 300, 2470 Windy Hill Road
                  Marietta, GA 30067
                  Tel: (770) 933-5355
                  E-mail: bsl@limbockerlawfirm.com

Scheduled Assets: $6,736,495

Scheduled Debts: $5,405,852

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb11-20365.pdf

The petition was signed by Stephen M. Brooks, manager.


AMB PROPERTY: Fitch Puts 'BB+' IDR on Watch Positive
----------------------------------------------------
Fitch Ratings has placed these credit ratings of ProLogis on
Rating Watch Positive:

ProLogis

  -- Issuer Default Rating 'BB+';
  -- Global Line Credit Facility 'BB+';
  -- Senior Notes 'BB+';
  -- Convertible Senior Notes 'BB+';
  -- Preferred Stock 'BB-'.

Fitch has also placed these credit ratings of AMB Property
Corporation as well as its operating partnership, AMB Property,
L.P., and its subsidiary AMB Japan Finance Y.K. on Rating Watch
Negative:

AMB Property Corporation

  -- IDR 'BBB';
  -- Preferred Stock 'BB+'.

AMB Property, L.P.

  -- IDR 'BBB';
  -- Senior Unsecured Notes 'BBB';
  -- Revolving Bank Credit Facilities 'BBB'.

AMB Japan Finance Y.K

  -- Unsecured Term Loan 'BBB'.

The rating action follows the announcement that PLD and AMB, two
industrial REITs, have reached a definitive merger agreement.
Combined, the companies are expected to have a pro forma equity
market capitalization of approximately $14 billion and total
assets under management of $46 billion.

Under the terms of the agreement, each ProLogis common share will
be converted into 0.4464 of a newly issued AMB common share, and
the combined company will be structured as an umbrella partnership
REIT.  The merger is subject to customary closing conditions,
including receipt of approval of AMB and ProLogis shareholders.
The parties currently expect the transaction to close during the
second quarter of 2011 (2Q'11).  The all-stock merger is intended
to be a tax-free transaction.  Upon completion of the merger, the
company will be named ProLogis and will trade under the ticker
symbol PLD.

The rating action centers on Fitch's view that the combined entity
will have a stronger fixed charge coverage ratio and lower
leverage than PLD on a standalone basis and a weaker fixed charge
coverage ratio and higher leverage than AMB on a standalone basis.
Per the companies' disclosures, the combined company's fixed
charge coverage ratio in 4Q'10 annualized prior to the realization
of any synergies is expected to be 2.4 times, compared with 2.3x
for PLD previously and 2.6x for AMB previously.

Fitch's last published commentaries indicated that PLD's net debt
to recurring operating EBITDA (including Fitch's estimate of
recurring cash distributions from unconsolidated entities but
excluding gains on sale and other non-recurring items) ratio would
approach 9.0x in 2011 and AMB's net debt to recurring operating
EBITDA ratio would be approximately 7.5x in 2011.  Based on these
projections, and excluding the effects of any merger-related costs
or synergies, Fitch therefore would expect the combined entity to
initially maintain a leverage ratio in the 8.0x to 8.5x range,
which is consistent with the lower end of the 'BBB' rating
category for an industrial REIT.

The rating actions further point to favorable aspects of the
transaction including enhanced scale, a staggered debt maturity
schedule, an expected smooth integration of management, and a
diverse customer base.  These favorable attributes are somewhat
offset by a sizable development platform that may adversely impact
near-term liquidity, as well near-term uncertainty regarding the
covenants under which the combined entity will operate.

The combined entity is expected to own and manage 598 million
square feet of industrial properties across 22 countries, with
$46 billion of total assets under management, giving the company
significant economies of scale across global warehouse markets.
The combined company is expected to have a well-laddered debt
maturity schedule with 4.3% of total combined debt maturing in
2011, 16.5% in 2012, 10.7% in 2013, 8.8% in 2014, and 12.3% in
2015, with the remainder maturing thereafter.

Both companies have structured the integration so the combination
of management teams will occur smoothly.  Upon closing of the
transaction, Hamid Moghadam, AMB's CEO, and Walt Rakowich,
ProLogis' CEO, will serve as co-CEOs through Dec. 31, 2012, at
which time Rakowich will retire, and Moghadam will become sole CEO
of the combined company.  Moghadam also will be chairman of the
board of the combined company and will be primarily responsible
for shaping the company's vision, strategy and private capital
franchise.  Rakowich will be principally responsible for
operations, integration of the two platforms and optimizing the
merger synergies.  William Sullivan, current ProLogis CFO, will
continue to serve as CFO and will retire from ProLogis on Dec. 31,
2012.  During this period, Thomas Olinger, AMB's current CFO, will
be responsible for day-to-day integration activities and report to
the CEOs; he will become the CFO of the combined company on
Dec. 31, 2012.

The combined entity is expected to have a diverse customer base
including DHL (2.6% of combined annualized base rent), Kuehne +
Nagel (1.2%), Home Depot (1.1%) and CEVA Logistics (1%) with no
other tenant comprising more than 1% of annualized base rents,
which Fitch views favorably as individual tenant credit risk is
limited.

As a combined entity, the company is expected to have a sizable
development platform including $750 million of assets under
development and $1.5 billion of expected development, which should
allow the company to reduce non-income producing assets but which
could adversely impact near-term liquidity as development funding
is needed prior to lease-up.

Since ProLogis and AMB currently operate under different financial
covenants as separate entities, Fitch believes that there is near-
term uncertainty regarding under which covenants the combined
entity will eventually operate.

Fitch anticipates resolving the Rating Watches upon the closing of
the transaction.

ProLogis is a global provider of distribution facilities, with
more than 475 million square feet of industrial space owned and
managed in markets across North America, Europe and Asia as of
Dec. 31, 2010.  The company leases its industrial facilities to
more than 4,400 customers, including manufacturers, retailers,
transportation companies, third-party logistics providers and
other enterprises with large-scale distribution needs.

AMB Property Corporation is an owner, operator and developer of
global industrial real estate, focused on major hub and gateway
distribution markets in the Americas, Europe and Asia.  As of
Dec. 31, 2010, AMB owned, or had investments in, on a consolidated
basis or through unconsolidated joint ventures, properties and
development projects expected to total approximately 159.6 million
square feet in 15 countries.


AMBAC FINANCIAL: Michael Callen to Step Down as Exec. Chairman
--------------------------------------------------------------
Ambac Financial Group, Inc., informed the U.S. Securities and
Exchange Commission on January 28, 2011, that Michael Callen,
executive chairman and executive officer of the company, will be
resigning as executive chairman of the company effective
January 31.

Mr. Callen notified AFG's Board of Directors of his decision to
step down as board executive chairman on January 24.

The Governance Committee of the AFG Board, however, has appointed
Mr. Callen as the non-executive chairman of the AFG Board
effective as of February 1, 2011.  The Governance Committee also
approved a $150,000 annual retainer for Mr. Callen for serving as
Non-Executive Chairman in addition to the annual Board retainer
fee of $90,000 and meeting fees received by all directors.

According to a separate report by Patrick McGee of The Bond
Buyer, Mr. Callen acted as interim president and chief executive
of AFG from January to October 2008.  The report noted that Mr.
Callen assumed the posts from Robert Grenader, which followed
disagreements with the AFG Board about a capital-raising plan.
David Wallis subsequently replaced Mr. Callen as CEO in October
2008, the report added.

In conjunction, AFG Managing Director, Corporate Secretary and
Assistant General Counsel Anne Gill Kelly tells the SEC that on
January 24, 2011, the Compensation Committee of the AFG Board
approved the payment by Ambac Assurance Corporation of cash
bonuses to AFG's chief executive officer, chief financial officer
and named executive officers, which bonuses were awarded by the
Compensation Committee of the Board of Directors of AAC for their
performance in 2010 for work performed for AAC:

                                                    2010 Cash
  Name                Title                         Bonus Amt.
  ----                -----                         ----------
  David W. Wallis     Chief Executive Officer        $351,750

  Kevin J. Doyle      Senior Vice President          $251,000
                      and General Counsel

  David Trick         Senior Managing Director       $191,250
                      and Chief Financial Officer

Mr. Callen did not receive a bonus for 2010, says Ms. Kelly.
Moreover, none of AFG's executive officers received an increase
in his or her base salary for 2011, she adds.

Ms. Kelly further relates that the Compensation Committee of the
AFG Board approved AAC's entry into retention agreements for
three of AFG's executive officers: CEO, General Counsel and CFO,
which were approved by the Compensation Committee of the Board of
Directors of AAC.  The retention agreements provide for four
quarterly cash retention payments to be made by AAC to those
officers.  In order for the executive to keep a quarterly
retention payment, he or she must remain an executive officer of
AAC on the applicable Retention Date, unless terminated by AAC
without cause.

The retention payment schedule is:

          Payment Date                Retention Date
          ------------                --------------
          Jan. 31, 2011                Apr. 27, 2011
          Apr. 28, 2011                Jul. 27, 2011
          Jul. 28, 2011                Oct. 27, 2011
          Oct. 28, 2011                Jan. 27, 2012

If an executive ceases to be an officer of AAC due to (i) a
termination by AAC for cause; or (ii) a termination by the
executive for any reason following a Payment Date but prior to
the corresponding Retention Date, the executive is required to
return to AAC the retention payment that was paid on the last
occurring Payment Date prior to the date the executive's
employment terminates within 30 days following the date that the
executive's employment terminates.

Ms. Kelly discloses that these AFG officers received 2011
retention amounts and 2011 quarterly retention payments:

                                             Total    Quarterly
                                           Retention  Retention
  Name                  Title                Amt.       Amt.
  ----                  -----              ---------  ---------
  David W. Wallis       CEO                 $460,000   $115,000
  Kevin J. Doyle        General Counsel     $250,000    $62,500
  David Trick           CFO                 $220,000    $55,000

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr.
S.D.N.Y. Case No. 10-15973) on November 8, 2010.  Ambac said it
will continue to operate in the ordinary course of business as
"debtor-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is
its largest shareholder.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor.  The
Blackstone Group LP is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.

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


AMBAC FINANCIAL: Wisc. Court Confirms AAC Rehabilitation Plan
-------------------------------------------------------------
Judge William Johnston of the Dane County Circuit Court in
Wisconsin confirmed on January 25, 2011, the Plan of
Rehabilitation for the Segregated Account of Ambac Financial
Group, Inc.'s financial arm, Ambac Assurance Corporation, as
filed by the Wisconsin Office of the Commissioner of Insurance.

"The Plan represents a reasonable response to the financial
condition of the segregated account and Ambac Assurance
Corporation by addressing the serious of financial hazards to
policyholders, creditors and the public," Judge Johnston wrote in
a January 21, 2011 ruling, according to Reuters.

Reuters related that the AAC Plan puts $64 billion of the
insurance unit's worst policies in a segregated account and
limits the payment on claims to a 25/75 scheme.

The AAC Plan prevailed from objections lodged by a group of fund
policyholders which alleged that the Plan shortchanged them to
support AFG's reorganization and parent company bondholders,
Reuters noted.  Judge Johnston found that the hedge funds, which
include Aurelius Capital Management, Fir Tree Inc. and Stonehill
Capital Management LLC, did not have standing and were not
policyholders in AAC's rehabilitation proceedings, according to
Reuters.

"We look forward to implementing the Plan for the benefit of all
policyholders," said Commissioner Ted Nickel in a public
statement.

The Plan maximizes claims-paying resources, limits damage to
policyholders and provides a clear framework to address claims in
an orderly and reasonable fashion, the OCI averred in a press
release.  Absent further orders by the Wisconsin Court or other
courts, the Segregated Account expects to promptly begin
processing Allowed Claims under the terms of the Plan of
Rehabilitation upon satisfaction of certain conditions in the
Plan.

"When we started reviewing AAC financial condition almost three
years ago, we were concerned the Company wouldn't have sufficient
reserves to pay all valid claims," said Roger Peterson, Deputy
Administrator in OCI's Division of Regulation and Enforcement.
"Confirmation of the plan has mitigated that risk."

Once the Plan takes effect, holders of permitted policy claims
will receive 25% of their permitted claims in cash and 75% in
surplus notes bearing interest at the rate of 5.1% per year with
a scheduled maturity on June 7, 2020.  Commissioner Nickel said
that the decision to adopt a 25/75 split was guided by the need
to preserve sufficient cash to pay all valid policy claims,
including those that exist today and those that may arise in the
future.  The cash/note ratio may be adjusted in conjunction with
a yearly assessment of liabilities and claims-paying resources.

Substantially all claims-paying resources of AAC will be
available to pay claims of policyholders whose policies have been
allocated to the Segregated Account.

In confirming the Plan, Judge Johnston found that the Plan
satisfied all applicable requirements of Wisconsin law.  Judge
Johnston also found that the Plan is more favorable to
policyholders, creditors and the public than any of the
alternative regulatory options.

The Segregated Account was established by AAC on March 24, 2010,
to segregate certain liabilities that presented serious financial
hazards to the Company and all of its policyholders.  As of
October 2010, approximately 700 in-force policies covering a net
par outstanding amount of approximately $50 billion were held in
the Segregated Account.

The OCI related that it has closely monitored AAC's capital
position and financial health since the subprime mortgage crisis
began resonating through the national economy almost three years
ago.  The economic downturn, combined with AAC's substantial
investment in, and insurance of, mortgage-related exposures
particularly damaged AAC's business and financial position, the
OCI averred.

                     Closing Arguments

Judge Johnson heard five days of testimony and a day of closing
arguments regarding the AAC Plan on November 30, 2010, Andrew M.
Harris and Thom Weidlich of Bloomberg News disclosed in a
January 25, 2011 report.

In his closing argument, counsel for the state of Wisconsin,
Michael Van Sicklen, Esq., stressed that AAC was a "financially
hazardous company back in March of this year when this proceeding
was commenced and it remains so today."

Hedge funds and banks acting as trustees for holders of
securities of AAC opposed the Plan, Bloomberg related.  The
objectors questioned whether the Plan will result to more value
for the policy holders than had the company been liquidated and
whether policy holders will ultimately receive full payment, the
report stated.

A lawyer to the objecting parties, David Greenwald, Esq., argued
in closing that the 2020 repayment date for notes that would be
issued under the Plan is illusory, Bloomberg noted.  Mr.
Greenwald further pointed out, using the OCI's projections, that
in three of four scenarios, the policy holders are not fully
repaid, the report relayed.

Representing Wisconsin, Mr. Sicklen insisted that OCI was an
objective actor and unlike the objectors, not self-interested,
Bloomberg added.

In other matters, the Wisconsin Court denied the U.S. Internal
Revenue Service's request to remove the case from its
jurisdiction, Bloomberg reported.  The IRS continues to challenge
claims by AFG and AAC over tax deductions totaling $7.3 billion
tied to net operating losses.

According to Bloomberg, AFG said it will unlikely be able to
successfully reorganize absent some of that tax money.  AFG has
yet to reach an agreement with regulators and lenders regarding
the allocation of the $7.3 billion.

"We are pleased with this development [AAC's confirmation of its
rehabilitation plan] but believe it has little, if any, direct on
Ambac's financial reorganization process," Peter Poillon, a
spokesperson of AFG, told Bloomberg in an e-mailed statement.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr.
S.D.N.Y. Case No. 10-15973) on November 8, 2010.  Ambac said it
will continue to operate in the ordinary course of business as
"debtor-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is
its largest shareholder.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor.  The
Blackstone Group LP is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.

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


AMBAC FINANCIAL: AAC Says JPM Refused to Buy Back Mortgages
-----------------------------------------------------------
Ambac Financial Group, Inc.'s insurance unit alleged that
JPMorgan Chase & Co demanded that a lender repurchase bad
mortgages even while resisting calls that it buy back the loans
from bonds created by Bear Stearns Cos., Jody Sheen, Patricia
Hurtado and Prashant Gopal of Bloomberg News reported.

Ambac Assurance Corp. made the allegation in a proposed amended
complaint against Bear Stearns' EMC Mortgage unit acquired by
JPMorgan, Bloomberg stated.  The insurer wants to add a fraud
claim in an existing lawsuit filed in November 2008 in New York,
according to the amended complaint that was unsealed on Jan. 14
this year, Bloomberg relayed.

Judge Richard Berman of the U.S. District Court for the Southern
District of New York, who presides over the lawsuit, has yet to
rule on whether to allow the filing of the amended complaint,
Bloomberg related.  According to the article, U.S. Magistrate
Judge Theodore Katz, who handled pre-trial matters in the
lawsuit, submitted a December 16, 2010 report to Judge Berman,
recommending that AAC be allowed to add a fraud-inducement claim
against EMC.

Bloomberg observed that mortgage-bond investors and other
insurers, including Allstate Corp., Pacific Investment Management
Co. and MBIA Inc., have accused loan sellers or bond underwriters
of sometimes misrepresenting the quality of the underlying debt
enough to trigger contractual or legal provisions requiring
repurchases.  Bloomberg noted that so-called putbacks may cost
banks and lenders as much as $90 billion, citing JPMorgan bond
analysts in an October 2010 report.

AAC also noted in its complaint that Bear Stearns sought on
March 11, 2008, just weeks before it was bought by JPMorgan, to
have a lender buy back mortgages in bonds insured by Syncora
Guarantee Inc., Bloomberg relayed.  Bear Stearns stated that the
mortgages failed to meet promised standards of quality, the
report noted.  Bear Stearns also denied demands from Syncora to
repurchase the loans eventhough the insurer cited the same flaws,
AAC asserted in the complaint.  Bear Stearns had bought the loans
and packaged them into bonds to sell to investors, the report
cited.

Bloomberg also noted that AAC made other allegations in the
proposed amended complaint.  Among other things, AAC asserted
that JPMorgan ignored findings of Clayton Holdings LLC, a
mortgage-review firm, to abandon mortgage repurchases that Bear
Stearns had been considering in early 2008 stemming from a pool
of 596 of loans in bonds guaranteed by AAC, Bloomberg stated.
AAC also alleged that as early as 2005, Bear Stearns was making a
strategy out of earning double money on shoddy mortgages,
Bloomberg related, citing the proposed amended complaint.

JPMorgan Chief Executive Officer Jamie Dimon, for his part,
stated in a January 14 conference call that the lawsuit is "going
to be a long ugly mess, but it won't be life-threatening to
JPMorgan."

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in Manhattan (Bankr.
S.D.N.Y. Case No. 10-15973) on November 8, 2010.  Ambac said it
will continue to operate in the ordinary course of business as
"debtor-in-possession" under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

The Vanguard Group, Inc., holds 5.46% of the stock of Ambac and is
its largest shareholder.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP represent the Debtor.  The
Blackstone Group LP is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.

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


AMERICAN HOME: Can't Destroy Some Loan Documents
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for American Home Mortgage Investment
Corp. was partially rebuffed in its request for authority to
destroy loan files.  The bankruptcy court in Wilmington, Delaware,
signed an order this week preventing the trustee for liquidated
AHM from destroying files related to loans closed between 2003 and
2005.  The trustee wanted to avoid the expense and potential
liability from continuing to hold some 11,000 boxes of documents.
The Court's order provides that original documents, such as notes,
mortgages and title insurance, must be maintained by those who
have possession.  In addition, documents may not be destroyed that
are the subject of lawsuits.

                        About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- was a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for Chapter 11
protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq., at Young, Conaway, Stargatt &
Taylor LLP, represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home filed a de-consolidated plan of liquidation on
August 15, 2008.  The former home mortgage lender's liquidating
Chapter 11 plan was confirmed in February 2009.  The plan was
implemented in November 2010.


AMERICAN SHINGLE: CEO Turns Self in Prison to Clear Name
--------------------------------------------------------
Bernard O'Donnell, writing for 13WMAZ, reports that Carlton
DeWayne Dunko, the CEO of the bankrupt American Shingle Company,
turned himself in Tuesday to face dozens of criminal charges in
Bibb County, Ga.

13WMAZ reports that the sheriff's office last week took out
warrants for Mr. Dunko and two other American Shingle executives,
accusing them of taking money from 30 people for roofwork that was
never done.  This week, Macon police added 15 more cases.

13WMAZ says Mr. Dunko was being held in the Bibb County jail on
$64,800 bond.  Tuesday night he was released on bond.

According to 13WMAZ, Brian Steel, Mr. Dunko's attorney in Atlanta,
told 13WMAZ's Eleanor Lissitzyn that Mr. Dunko "committed no
criminal activity" and will go to trial if necessary to clear his
name.

The report notes American Shingle did business in 10 states, and
dozens more customers around the country complained they did not
get the work they paid for.  American Shingle filed for Chapter 7
bankruptcy in September 2010.


AMPERE ELECTRIC: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ampere Electric Company
        399 Wall St, Unit K
        Glendale Heights, IL 60139

Bankruptcy Case No.: 11-03664

Chapter 11 Petition Date: January 31, 2011

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

Judge: John H. Squires

Debtor's Counsel: Robert A. Habib, Esq.
                  LAW OFFICE OF ROBERT HABIB
                  77 W. Washington Street, Suite 411
                  Chicago, Il 60602
                  Tel: (312) 201-1421
                  Fax: (312) 673-2110
                  E-mail: robert_habib@hotmail.com

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

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

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb11-03664.pdf

The petition was signed by Saghar A. Bakhtiari, president.


AMTRUST FIN'L: No Ruling Yet on Whether AmTrust Owes FDIC
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a federal district judge handed down a 40-page
opinion but did not rule on the dispute between the Federal
Deposit Insurance Corp. and AmTrust Financial Corp.  The FDIC
pointed to three documents allegedly making a commitment by
AmTrust to supply needed capital before the bank subsidiary
failed.  AmTrust contended that the same documents showed there
was no commitment.

According to Mr. Rochelle, U.S. District Judge Donald C. Nugent in
Cleveland said the documents were ambiguous.  He told the parties
to begin a trial on April 18, where he will rule whether the
documents constitute a commitment to supply capital.  If there is
a commitment, AmTrust's obligation to make up the failed bank's
capital deficiency will come ahead of the claims of unsecured
creditors.

Mr. Rochelle notes that the decision involves Section 365(o) of
the Bankruptcy Code, which says that a bank holding company in
Chapter 11 must make good on any "commitment" with the FDIC to
maintain capital at a bank.

At the request of the FDIC, the dispute was transferred to the
district court from the bankruptcy on account of issues involving
non-bankruptcy law.  The case is Federal Deposit Insurance Corp.
v. AmTrust Financial Corp., Case No. 10-cv-1298 (N.D. Ohio).  A
copy of Judge Nugent's January 31, 2011 Memorandum Opinion and
Order is available at http://is.gd/sPfSEOfrom Leagle.com.

                       About AmTrust Financial

AmTrust Financial Corp (PINK:AFNL) was the owner of the AmTrust
Bank.  AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include
AmTrust Management Inc., filed for Chapter 11 bankruptcy
protection on November 30, 2009 (Bankr. N.D. Ohio Case No. 09-
21323).  G. Christopher Meyer, Esq., and Sherri Lynn Dahl, Esq.,
at Squire Sanders & Dempsey L.L.P., assist the Debtors in their
restructuring effort.  Kurtzman Carson Consultants serves as
claims and notice agent.  Attorneys at Hahn Loeser & Parks LLP
serve as counsel to the Official Committee of Unsecured Creditors.

AmTrust Management estimated $100 million to $500 million in
assets and liabilities in its Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.


ANCHOR BLUE: Taps Morgan Lewis as Bankruptcy Counsel
----------------------------------------------------
Anchor Blue Holding Corp. et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
Morgan, Lewis & Bockius LLP, as bankruptcy counsel, nunc pro tunc
to the Petition Date.

Mogran Lewis will advise the Debtors in their bankruptcy cases.

Morgan Lewis will work loosely with the Debtors' other
professionals in order to avoid any unnecessary duplication of
effort.

Morgan Lewis will be paid based on the rates of its professionals:

            Partners                        $425-$1,200
            Counsel                         $330-$940
            Associates                      $145-$705
            Legal Assistants                 $90-$360

Neil E. Herman, Esq., a member at Morgan Lewis, assures the Court
that the firm is a "disinterested person" as that term defined in
Section 101(14) of the Bankruptcy Code.

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).

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: Wants to Hire Young Conaway as Co-Counsel
------------------------------------------------------
Anchor Blue Holding Corp., et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ Young
Conaway Stargatt & Taylor, LLP, as co-counsel, nunc pro tunc to
the Petition Date.

Young Conaway will, among other things:

     a. prepare for and pursue orderly liquidation of the Debtors'
        estates;

     b. prepare applications, motions, answers, orders, reports
        and other legal papers;

     c. appear in Court and otherwise protect the interests of the
        Debtors before the Court; and

     d. perform all other legal services for the Debtors which may
        be necessary and proper in these proceedings.

By separate application, the Debtors have also asked the court to
approve the retention of Morgan Lewis & Bockius LLP as co-counsel.
The Debtors are also seeking approval of the retention of FTI
Consulting, Inc., as their financial advisor and Hilco Real
Estate, LLC, as their real estate consultant and advisor.  Young
Conaway has discussed the division of responsibilities with Morgan
Lewis and FIT and will make every effort to avoid duplication of
efforts.

Young Conaway will be paid based on the rates of its
professionals:

        Michael R. Nestor                 $625
        Kenneth J. Enos                   $350
        Andrew L. Magziner                $290
        Michelle Smith                    $165

Michael R. Nestor, Esq., a partner at Young Conaway, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

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.
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: Wants to Hire FTI Consulting as Financial Advisor
--------------------------------------------------------------
Anchor Blue Holding Corp., et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ FTI
Consulting, Inc., as financial advisor, nunc pro tunc to the
Petition Date.

FTI will, among other things:

     a. assist the Debtors in the preparation of financial related
        disclosures required by the Court, including the schedules
        of assets and liabilities, the statement of financial
        affairs and monthly operating reports;

     b. assist with the identification and implementation of
        short-term cash management procedures and cash
        conservation measures;

     c. assist in preparing bid packages for liquidators and
        managing the selection process; and

     d. assist with certain contingency planning, to the extent
        necessary and requested, with respect to communications
        and negotiations with the Debtors' lenders, creditors and
        other parties-in-interest.

FTI will be paid $500 per hour for its services.

Keith F. Cooper, a senior managing director at FTI, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

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.


BALDOR ELECTRIC: Moody's Withdraws 'B1' Corp. Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn Baldor Electric Company's
Corporate Family (B1), Probability of Default (B1), senior
unsecured notes (B3), senior secured bank debt (Ba3), and
Speculative Grade Liquidity (SGL-2) ratings.  The actions follow
the completion of the tender for its shares, conclusion of the
merger transactions established by ABB Ltd. (A3) of Switzerland in
which Baldor has become a wholly-owned subsidiary of ABB Ltd.,
repayment and cancellation of its bank credit facilities, and
announced redemption of its notes.

On January 26, 2011, Baldor repaid the remaining balance under its
term loan ($599 million at the end of September 2010) and
terminated its revolving credit agreement ($200 million).  On the
same date Baldor delivered notice and $642 million of funds to the
trustee for the unsecured notes ($550 million) to exercise its
redemption option under the indenture.  Upon settlement of the
debt payments, all rated obligations will have been extinguished.

Ratings withdrawn:

* Corporate Family, B1
* Probability of Default, B1
* Secured bank credit facilities, Ba3 (LGD-3, 31%)
* Senior unsecured notes, B3, (LGD-5, 83%)
* Speculative Grade Liquidity, SGL-2

The last rating action was on November 30, 2010, at which time
Baldor's ratings were placed under review for possible upgrade
following the announcement of the agreement to be acquired by ABB
Ltd.

Baldor Electric Company, headquartered in Fort Smith, AR, is a
manufacturer of industrial electric motors, drives, generators and
other mechanical power transmission products.  Revenues for the
last twelve months ending in early October 2010 were approximately
$1.6 billion.


BANNING LEWIS: Sues Affiliated Manager for Preferences
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Banning Lewis Ranch sued its affiliated company that
provided management services.  The suit seeks to recover
preferences, fraudulent transfers and payments after bankruptcy
that weren't authorized.

According to the report, the lawsuit claims that Banning Lewis
Ranch Management Co. LLC, the manager, received about $1.5 million
in preferential payments that can be recovered under bankruptcy
law.  The complaint also alleges that the manager received more
than $550,000 in unauthorized payments after the Chapter 11 filing
on account of debt arising before bankruptcy.

Mr. Rochelle reports that in addition, Banning Lewis wants the
bankruptcy judge to void mechanics' liens that the manager claims
to secure management fees.  The Company said that voiding the
liens will be important because the project may be sold during
Chapter 11.

                      About Banning Lewis

Banning Lewis Ranch Co. is the owner of the undeveloped portion of
a 21,000-acre ranch in Colorado Springs, Colo.   Banning Lewis
Ranch is a master-planned community in Colorado Springs, Colorado.
The first section built, the 350-acre Northtree Village, opened in
September 2007 and will have 1,000 homes priced from the high
$100,000s to the mid-$300,000s.

Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors on October 28, 2010 (Bankr. D. Del. Case No.
10-13445).  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, Banning Lewis Ranch Development I & II, LLC, also
filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.


BASIC ENERGY: Moody's Assigns 'B3' Rating to $250 Mil. Notes
------------------------------------------------------------
Moody's Investors Service changed the outlook for Basic Energy
Services Inc. to stable from negative.  Moody's assigned a B3
rating to Basic's proposed $250 million of senior unsecured notes
and upgraded the rating of the existing 7.125% senior unsecured
notes to B3 from Caa1.  Moody's also affirmed Basic's B2 Corporate
Family Rating and assigned a SGL-2 Speculative Grade Liquidity
Rating.  The new unsecured notes will be used to tender for the
existing 11.625% senior secured notes due 2014.  Once the tender
offer is completed and the senior secured notes are retired,
Moody's will withdraw the ratings for the senior secured notes.
Moody's ratings are based on the review of the preliminary
offering memorandum for the senior unsecured notes and the
proposed terms for a new senior secured credit facility, and
therefore, they are subject to review of the final documentation
for these debt instruments.

"In 2009, an unusually harsh down-cycle in the oilfield services
business over-lapped with the disruption of the capital markets.
As a result, Basic was forced to restructure its long term debt to
maintain its liquidity," said Stuart Miller, Moody's Senior
Analyst.  "The new unsecured notes along with a new revolving
credit facility represent a return to a more traditional liability
structure which will provide financial flexibility to support the
company's near-term business plan.  With the cyclical bottom
clearly behind it, Moody's have stabilized Basic's ratings
outlook."

The move to a stable outlook incorporates the improving credit
metrics, which reflect the recovery in the company's financial
performance from the bottom of its business cycle.  Despite this
improvement, Basic continues to report weak profitability and
relatively high leverage.  An upgrade is unlikely in the short
term and will likely not occur until the company reduces leverage
to less than 3.0x as measured by debt to EBITDA.  Continued
negative EBIT margins and debt to EBITDA remaining over 4.0x could
lead to a negative outlook or a ratings downgrade as these metrics
suggest that Basic would be unprepared for, and vulnerable to, the
next industry down-cycle.

The B2 CFR reflects Basic's scale and potential for earnings
volatility in the future.  Basic's future financial performance
will continue to be highly correlated to energy prices and general
activity levels in the oil and gas industry.  The rating is
supported by Basic's position as one of the larger North American
well service providers with a menu of services available to a
large and diversified customer base.  The portfolio of services
offered and the number of producing basins served helps to reduce
volatility of earnings and cash flow compared to smaller, regional
competitors.  In the short term, continued tightening of oilfield
services capacity should lead to higher prices and higher
utilization rates for Basic's equipment, especially in the oily
regions where the company has a presence.  These factors should
allow Basic to repair its balance sheet, improve profitability,
and prepare for the next down-cycle.  The new unsecured notes and
increased revolving credit availability will provide more
flexibility to manage the business and Moody's expect to see
additional opportunistic, bolt-on acquisitions.

The B3 rating on the proposed $250 million senior unsecured notes
reflects both Basic's overall probability of default, to which
Moody's assigns a PDR of B3, and a loss given default of LGD 4
(63%).  The senior unsecured notes are notched one rating category
lower than the B2 CFR to B3 to take into account the priority of
claim that the senior secured revolving credit facility is
entitled to in a liquidation or bankruptcy.

The company expects to close a new $165 million senior secured
revolving credit contemporaneously with the closing of the new
senior note issue and the retirement of the existing 11.625%
senior secured notes due 2014.  The revolving credit will be
unused at closing.  Based on the Basic's projected cash balances
at closing of approximately $36 million and the unused revolving
credit, Moody's have assigned Basic a Speculative Grade Liquidity
Rating of SGL-2.

Basic Energy Services, Inc., is headquartered in Midland, Texas.


BEAR STEARNS: District Court Denies Dismissal of Securities Suit
----------------------------------------------------------------
The United States District Court for the Southern District of New
York, in January 2009, consolidated three actions arising out of
the March 2008 collapse of Bear Stearns and appointed a lead
counsel.  The three consolidated actions were the Securities
Complaint, the Derivative Complaint and the Employee Retirement
Income Security Act or ERISA Complaint.  Motions to dismiss have
been made by the named defendants with respect to each of the
three consolidated complaints.

District Court Judge Robert Sweet denied the motions to dismiss
the Securities Complaint but granted the motions to dismiss the
Derivative and ERISA Complaints.

          Motions to Dismiss Securities Complaint Denied

Judge Sweet denied the Bear Stearns Defendants' motion to dismiss
the Securities Complaint on the grounds that the Complaint has
adequately alleged the making of false and misleading statements,
materiality, scienter, loss causation, Section 20A liability, and
Section 20(a) liability.

In an opinion dated January 19, 2011, Judge Sweet pointed out
that Samuel Molinaro, former Bear Stearns Chief Financial
Officer, understated Bear Stearns' exposure to increasing
defaults in the subprime market because Bear Stearns retained on
its books $5.6 billion of the riskiest tranches of subprime-
backed RMBS on its books.  He also noted that Bear Stearns'
underwriting standards were not higher in 2006 than in previous
years, and the Company understood that the loans it was
continuing to purchase through its EMC subsidiary during the
latter part of 2006 and the beginning of 2007 were unusually
risky, and in fact EMC was not tightening its underwriting
standards.

Moreover, Judge Sweet noted that James Cayne, former Bear Stearns
Chief Executive Officer, made a number of statements alleged to
be materially false and misleading regarding Bear Stearns' asset-
backed securities exposure, as well as the effectiveness of its
risk monitoring procedures, and implemented a business strategy
that required Bear Stearns to become an industry leader in the
origination and securitization of ABS.  Mr. Cayne knew Bear
Stearns was increasing its exposure to risk without effective
policies and controls to ensure that its exposure to risk was
accurately communicated to its investors in direct contrast to
its public statements, the Court pointed out.  He knew, or was
reckless in not knowing, that Bear Stearns' risk control models
were severely flawed and not up-to-date, that Bear Stearns had
focused its investment strategy and that Bear Stearns'
concentration of risky ABS was the highest in the investment
banking community, Judge Sweet said.

Furthermore, the Court stated that Mr. Cayne knew of the toxic
assets housed in the High Grade Fund and knew of, or recklessly
disregarded, the need to take an immediate charge against net
capital after Bear Stearns took the High Grade Fund's collateral
onto its own books.

            Motions to Dismiss Derivative & ERISA
                     Complaints Granted

The District Court granted the motions to dismiss the Derivative
and ERISA Complaints.

For the Derivative Complaint, Judge Sweet held that Derivative
Plaintiff does not have standing in that it has not adequately
alleged that the purpose of the merger was to deprive him of a
derivative action in order to fall within the fraud exception to
the continuous ownership rule.  Judge Sweet also held that
Derivative Plaintiff's double derivative suit fails because he
does not sufficiently allege that JPMorgan was harmed by
Derivative Defendants' misconduct.

Judge Sweet said the Derivative Plaintiff does not come within
the "Fraud Exception."  The fraud exception provides that the
continuous ownership rule does not require dismissal where the
merger was "perpetrated merely to deprive shareholders of
standing to bring a derivative action."

The Derivative Plaintiff supported its contention by asserting
that Bear Stearns was purchased by JPMorgan for a low price in
addition to JPMorgan's agreement to indemnify Bear Stearns'
officers and directors.

Judge Sweet points out that indemnification of an acquired
company's directors is standard practice in a merger.  He adds
that the Derivative Plaintiff's allegations that, in the days
preceding the sale to JPMorgan, Bear Stearns was facing a severe
liquidity crisis, a plummeting stock price, and an "alarming"
loss of confidence on the part of investors, clients, and trading
counterparties, plus the "heavy involvement" of the Federal
Reserve in the sale, contradict any assertion that the sale was
accomplished "merely to deprive" shareholder-plaintiffs of
standing.

The Derivative Plaintiff does not explain why the Federal Reserve
would participate in a fraudulent sale and has not adequately
alleged that the purpose of the merger was to deprive him of a
derivative action in order to fall within the fraud exception to
the continuous ownership rule.

In addition, Judge Sweet explains that the Derivative Plaintiff,
as a current JPMorgan shareholder who also held JPMorgan stock at
the time he filed the Derivative Complaint, can bring double
derivative claims based on the JPMorgan Board of Directors'
failure to prosecute Bear Stearns' pre-merger claims, however,
the Derivative Plaintiff's double derivative suit fails because
he does not sufficiently allege that JPMorgan was harmed by
Derivative Defendants' misconduct.  He notes that the Derivative
Plaintiff does not dispute the fact, but claims that it would be
inequitable to dismiss his case.

In granting the motion to dismiss the ERISA Complaint, Judge
Sweet noted, among other things, that The Bear Stearns Companies
Inc. Employee Stock Ownership Plan, as amended as of January 1,
2007, does not establish a duty to divest the Plan of Bear
Stearns stock, the Employee Stock Ownership Plan Committee does
not have the fiduciary duty to diversify or divest plan
investments, and Bear Stearns had no discretion and duty to
divest the ESOP of Bear Stearns stock.

         Lead Plaintiff's Motion to Modify Stay Denied

Judge Sweet denied the motion by The State of Michigan Retirement
System, Lead Plaintiff in the Securities Action, to modify the
automatic stay of discovery imposed by the Private Securities
Litigation Reform Act of 1995.  The Lead Plaintiff sought
modification of the stay to allow it to promulgate limited
discovery requests for documents Defendants had previously
produced in other, related litigation; and allow it to submit
non-party subpoenas for the preservation of evidence.

The District Court noted that the PSLRA provides, in relevant
part, that "[i]n any private action arising under this chapter,
all discovery and other proceedings shall be stayed during the
pendency of any motion to dismiss, unless the court finds upon
the motion of any party that particularized discovery is
necessary to preserve evidence or to prevent undue prejudice to
that party."  Upon the issuance of this opinion, no motion to
dismiss will be pending, and the stay will automatically be
lifted.  Therefore, Judge Sweet denied as moot the Lead
Plaintiff's motion to modify the stay.

The parties to the Securities Action will meet and confer on a
discovery schedule, including a pretrial conference during the
week of March 21, 2011, to be approved by the Court.

A full-text copy of the January 19, 2011 Opinion is available for
free at http://is.gd/pASkMB

                      Deloitte's Statement

According to a Deloitte spokesperson statement, "it is important
to recognize that in ruling on the defendants' motions to dismiss,
the court was required to assume that the allegations in the
plaintiffs' complaint were true.  At this stage of the case the
court was not permitted to and did not consider whether those
allegations actually are true or whether the plaintiffs have
evidence to support their allegations."

The spokesperson adds that his company believes that the claims
asserted against it are meritless and intends to defend the case
vigorously.

               Bear Stearns Used "Window Dressing,"
                   According to Crisis Panel

Robert Upton, a former treasurer of Bear Stearns Cos., told the
Financial Crisis Inquiry Commission that his former company
lowered its leverage ratio by selling assets then buying them
back later at the end of each quarter before its acquisition by
JP Morgan, Bloomberg News reports.

Mr. Upton called the move "window dressing" and hides what is
really going on behind.

The FCIC wrote its findings in a 545-page book, which is
scheduled for release on January 27, 2010, according to
Bloomberg.

Bloomberg notes some of the FCIC's findings include:

  -- Mr. Upton unsuccessfully tried to forestall a downgrade by
     talking to three ratings firms after a couple of Bear
     Stearns hedge funds collapsed in 2007;

  -- Mr. Upton reported an accounting error showing that Bear
     Stearns has than $5 billion in liquidity prompting the
     Securities and Exchange Commission to require the company
     to report on its liquidity daily;

-- the SEC provided "inadequate supervision" and should have
    restricted risky activities that "allowed undue leverage".

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a financial services firm
serving governments, corporations, institutions and individuals
worldwide.  The investment bank collapsed in 2008 and was sold in
a distressed sale to JPMorgan Chase in a transaction backed by the
U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint liquidators.  The joint
liquidators filed for Chapter 15 petitions before the U.S.
Bankruptcy Court for the Southern District of New York the next
day.  On August 30, 2007, the Honorable Burton R. Lifland denied
the Funds protection under Chapter 15 of the Bankruptcy Code.


BEEHIVE BEAUTY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Beehive Beauty School, LLC
        7207 Turnerl Lake Road NW
        Covington, GA 30014

Bankruptcy Case No.: 11-53160

Chapter 11 Petition Date: January 31, 2011

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

Debtor's Counsel: Evan M. Altman, Esq.
                  Building 2, 8325 Dunwoody Place
                  Atlanta, GA 30350-3307
                  Tel: (770) 394-6466
                  Fax: (678) 405-1903
                  E-mail: evan.altman@laslawgroup.com

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

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 Sandra Walden, managing member.


BERNARD L MADOFF: Mets Told They Should Have Known of Ponzi Scheme
------------------------------------------------------------------
Bob Van Voris at Bloomberg News reports that the owners of the New
York Mets Major League Baseball club disclosed that Bernard
Madoff's bankruptcy trustee is claiming in a sealed complaint that
they should have known about the convicted conman's fraud --
conduct that could increase damages owed.  Irving Picard, the
trustee liquidating Mr. Madoff's defunct investment firm, sued
Sterling Equities Inc., which owns the team, along with Mets LP,
Fred and Jeff Wilpon, and dozens of related parties. The trustee
is seeking the return of billions of dollars in real and fake
profits earned by Madoff customers.

"The trustee's attempt to paint the Sterling defendants as persons
who should have known that Madoff did no trading has become
public," Mr. Sterling said in a January 31 filing, complaining
about leaks of complaint details to reporters.  "The public news
stories reflect no valid basis for the trustee's attempted
character assassination of the Sterling defendants."

The parties said they need time to assess whether to continue to
oppose the unsealing of Mr. Picard's complaint after The New York
Times, citing two unidentified lawyers in the case, reported on
some of its contents. A hearing on the matter is set for Feb. 9.

The case is Picard v. Katz, Adv. Pro. No. 10-5287 (Bankr.
S.D.N.Y.).

                      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.


BOONES CROSSING: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Boones Crossing, LLC
        14845 SW Murray Scholls Drive
        Beaverton, OR 97007

Bankruptcy Case No.: 11-30708

Chapter 11 Petition Date: January 31, 2011

Court: U.S. Bankruptcy Court
       District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Matthew A. Arbaugh, Esq.
                  FIELD JERGER LLP
                  621 SW Morrison Street, Suite 1225
                  Portland, OR 97205
                  Tel: (503) 228-9115
                  E-mail: matt@fieldjerger.com

Scheduled Assets: $2,732,514

Scheduled Debts: $2,662,647

The petition was signed by Michael Hanks, managing member.

The list of unsecured creditors filed together with the petition
contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Boones Crossing Two, LLC           Lawsuit regarding      $800,000
1312 NE Highway 99W                buyback clause in
McMinnville, OR 97128              land sale.


BROWN MOTOR: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Brown Motor Sports, Inc.
        21775 East McCowan Lane
        Queen Creek, AZ 85142

Bankruptcy Case No.: 11-02544

Chapter 11 Petition Date: January 13, 2011

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

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: J. Kent Mackinlay, Esq.
                  WARNOCK, MACKINLAY & CARMAN, PLLC
                  1019 S. Stapley Drive
                  MESA, AZ 85204
                  Tel: (480) 898-9239
                  Fax: (480) 833-2175
                  E-mail: kent@mackinlaylawoffice.com

Scheduled Assets: $84,929

Scheduled Debts: $1,837,514

A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/azb11-02544.pdf

The petition was signed by Brian K. Brown, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
BMS Real Estate, LLC                  10-22387            07/19/10


CCM MERGER: S&P Puts 'B+' Rating on $635 Million Credit Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Detroit, Mich.-based
CCM Merger Inc.'s proposed $635 million credit facility its
preliminary 'B+' issue-level rating (one notch higher than the
'B' corporate credit rating on the company).  S&P also assigned
this debt a recovery rating of '2', indicating S&P's expectation
of meaningful (70% to 90%) recovery for lenders in the event
of a payment default.  The proposed facility consists of a
$20 million senior secured revolving credit facility due 2016
and a $615 million senior secured term loan due 2017.  The company
plans to use proceeds from the proposed issuance to repay CCM's
existing credit facility and its outstanding MSF bonds.  S&P's
preliminary ratings are subject to S&P's review of final
documentation.

At the same time, S&P affirmed its 'B' corporate credit rating on
CCM.  The rating outlook is stable.

"The 'B' corporate credit reflects CCM's narrow business focus as
an operator of a single casino property in a highly competitive
market, high leverage, and challenging economic factors in the
market in which it operates," said Standard & Poor's credit
analyst Michael Halchak.  "The rating also reflects the fact that
CCM continues to face a meaningful debt maturity in 2013, though
given its performance expectations, S&P anticipate that the
company will be successful in addressing this maturity.  The
company's relatively stable operating performance over the
economic cycle and its ability to maintain a sizable market share
somewhat temper these factors."

CCM owns and operates Motorcity Casino Hotel in downtown Detroit.
During full-year 2010, CCM's net revenue was flat and EBITDA was
down 6%, reflecting about a 200-basis-point decline in EBITDA
margin.  The decline in EBITDA margin was largely attributable to
increased promotional expenses as market competition increased.
S&P believes EBITDA will modestly increase in 2011, as S&P expects
promotional spending in the market to stabilize at more reasonable
levels and that CCM will maintain its market share in the low-30%
area, as the overall market continues to grow modestly.  The
market will likely benefit in the first half of the year from an
improved regional economic environment versus last year (although
it is still difficult).  Although unemployment in the region
remains high, the Bureau of Labor Statistics indicates the
seasonally adjusted unemployment rate has decreased to 13.5% at
the end of November 2010 from 16.1% in November 2009 (the
seasonally adjusted rate did not fall below 14% until September
2010).

Under this performance expectation, S&P anticipate that the
company's total leverage, as measured in accordance with its
credit agreement, will be under 7x by early 2012, which provides
sufficient cushion relative to the proposed 8x covenant threshold.
Furthermore, given S&P's expectations for modest annual growth in
EBITDA beyond 2011 and the scheduled amortization and 75% excess
cash flow sweep provision in the proposed new credit facility, S&P
expects leverage to gradually improve toward 6x over the next few
years.  S&P does not anticipate that the near-term opening of the
Gun Lake Casino in Wayland, Mich.  (approximately 130 miles from
Detroit) or Penn National Gaming's Hollywood Casino Toledo
(approximately 60 miles from Detroit and scheduled to open in
2012) will have a material effect on the Detroit market or CCM's
operating performance.  The majority of CCM's customers are
located within a 25 mile radius of the property, and S&P believes
only a small percentage of its rated players come from Ohio.


CENTRAL FALLS, RI: Former SC Judge Flanders Named Receiver
----------------------------------------------------------
Edith Honan at Reuters Legal reports that former Rhode Island
Supreme Court Judge Robert Flanders has been named as receiver for
the city of Central Falls, Rhode Island.

According to Reuters Legal, Mr. Flanders will replace Mark
Pfeiffer who served as receiver since the city was taken under
state government control last July.  The exact date of the
transition has not yet been decided.

The report relates Mr. Pfeiffer had warned the city might need to
turn to a rarely used Chapter 9 municipal bankruptcy if major
fiscal reforms are not implemented.  According to Reuters,
notwithstanding this comment, it is not clear whether the city is
eligible to file for Chapter 9 as Rhode Island is one of about 25
states that do not have a statute authorizing its towns to use
federal bankruptcy court.

                      Merger with Pawtucket

Allysia Finley, assistant editor of The Wall Street Journal's
OpinionJournal.com, says Central Falls, Rhode Island, will likely
have to be hooked up to the state IV or merge services with
Pawtucket, a nearby town.  Central Falls was denied bankruptcy,
which, according to Ms. Finley, would allow it to break its
collective-bargaining agreements and force public employees to
accept significant cuts.

Ms. Finley says Pawtucket has its own serious budget and pension
liabilities.  "So do most other cities, and so does the state,"
she wrote.

As reported by the Troubled Company Reporter on December 28, 2010,
The Wall Street Journal's Michael Corkery said retired Rhode
Island superior court judge Mark Pfeiffer, the state-appointed
receiver who took charge of Central Falls, issued a report earlier
that month saying bankruptcy protection remains an option of "last
resort" if the city can't find a way to merge with a neighboring
city or regionalize its services, among other measures, to control
expenses.

According to the Journal, the receiver's report said Central
Falls, which measures just over a square mile, has huge unfunded
pension liabilities and poverty levels more than double the
statewide rate.

"Pension reform by itself is not going to solve it and they can't
tax their way out of it," the receiver said in an interview.
According to the Journal, Mr. Pfeiffer said that "by one reading"
Chapter 9 would allow cities to target current retiree benefits.
He also recommended that state lawmakers consider legislation that
would make it easier for Rhode Island cities to file for
bankruptcy without hurting their bondholders.  So far, the city
has continued to make timely payments on about $23 million in bond
debt.


CHINOS ACQUISITION: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned Chinos Acquisition Corporation
Corporate Family and Probability of Default Rating of B2, and
assigned a B1 rating to the company's proposed $1 billion senior
secured term loan and a Caa1 rating on its proposed $600 million
unsecured notes to be issued under rule 144a.  Moody's also
assigned a SGL-2 Speculative Grade Liquidity rating.  The outlook
is stable.  The assigned ratings are subject to receipt and review
of final documentation and closing of the transaction as proposed.

                        Ratings Rationale

Proceeds from the proposed term loan, notes and equity contributed
by affiliates of TPG Capital, LLC, Leonard Green & Partners, L.P.,
and certain members of the executive management team, will be used
to fund Chinos' acquisition of J. Crew Group, Inc. (J Crew).  Upon
consummation of the acquisition, Chinos will be merged with and
into J Crew, with J Crew being the surviving entity and obligor
under the credit facilities and notes.  Upon the successful
completion of the transaction, Moody's will change the name of
Chinos to J Crew.

J. Crew's B2 Corporate Family Rating reflects its highly leveraged
capital structure following the acquisition.  Pro forma
debt/EBITDA is estimated to exceed 6 times for the latest twelve
month period ending January 29, 2011.  While deleveraging is
expected from both free cash flow and earnings growth, this metric
will likely remain high over the next twelve to eighteen months.
The rating is also constrained by J. Crew's relatively small scale
and high business risk as a specialty apparel retailer, which
exposes the company to potential performance volatility as a
result of fashion risk or changes in consumer spending.  J. Crew
recently announced that its fourth quarter comparable store sales
and profit were hurt by increased promotions used to clear
inventory, as the customer response to the company's seasonal
product assortment was weaker than expected, primarily in the
women's business.

The rating is supported by the company's solid merchandising
skills as reflected by several years of strong sales growth, its
credible market position in the highly fragmented specialty
apparel retailing segment, and strong margins relative to peers.
Liquidity is good, supported by the expectation for continued
positive free cash flow, excess cash and ample availability under
its proposed $250 million asset based revolver (not rated by
Moody's).

The stable ratings outlook reflects Moody's expectation that J.
Crew will maintain relatively stable operating performance in
light of continued weak consumer spending, fashion risk and rising
input costs.  The outlook also reflects the expectation that the
company will use free cash flow to reduce debt.

Over time, J. Crew's ratings could be upgraded if the company
utilizes free cash flow to sustainably reduce debt while
demonstrating profitable growth and maintaining good liquidity.
Given the volatility inherent in apparel retailing, the company
would need to significantly improve and sustain cushion in its
credit metrics to absorb any unforeseen declines in performance.
Specific metrics include debt/EBITDA below 5.0 times and interest
coverage above 2.0 times.  A higher rating would also require
financial policies that sustainably support lower leverage.

Conversely, downward ratings pressure could stem from sustained
sales or earnings declines either through weaker economic
conditions or fashion mis-steps, or if liquidity were to erode.
Specific metric include debt/EBITDA staying above 6.0 times for a
prolonged period, or if interest coverage falls below 1.25 times.

Ratings assigned:

  -- Corporate Family Rating at B2;

  -- Probability of Default Rating at B2;

  -- Proposed $1.0 billion first lien term loan due 2018 at B1
     (LGD 3, 35%);

  -- Proposed $600 million senior unsecured notes due 2019 at Caa1
     (LGD 5, 84%);

The ratings outlook is stable.

  -- Speculative Grade Liquidity rating at SGL-2

This is an initial rating for Chinos Acquisition Corporation.

J. Crew Operating Corp., headquartered in New York, NY, is a
multi-channel apparel retailer.  As of October 30, 2010, the
company operated 331 retail and factory outlet stores under the J.
Crew, crewcuts and Madewell names, and a catalog and website under
the J. Crew name.  Revenue for the latest twelve month period
exceeded $1.7 billion.


CINCINNATI BELL: Mark Lazarus Resigns From Board of Directors
-------------------------------------------------------------
On January 29, 2011, Mark Lazarus, a director of Cincinnati Bell
Inc., resigned from the company's Board of Directors.

"Mark has provided Cincinnati Bell and its board with invaluable
input and advice during his tenure as a board member, particularly
around the company's Fioptics entertainment product suite, and we
wish him all the best as he continues his career at NBC
Universal," said Phil Cox, Chairman of the Board at Cincinnati
Bell.

                       About Cincinnati Bell

Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio,
provides telecommunications products and services to residential
and business customers in Ohio, Kentucky and Indiana.

Cincinnati Bell's balance sheet at Sept. 30, 2010, showed
$2.59 billion in total assets, $3.20 billion in total liabilities,
and a stockholders' deficit of $611.4 million.

                          *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's.  S&P said in November 2010 that the rating reflects the
Company's highly leveraged financial risk profile, with
expectations for limited discretionary cash flow after capital
spending, which is currently elevated to expand its data center
business.

The Company has a 'B' Issuer Default Rating, and Stable outlook,
from Fitch.  Fitch said in November 2010 that 'B' IDR for reflects
expectations for relatively high, albeit stable leverage and its
diversified revenue profile.  In addition, its wireline and
wireless businesses generate strong free cash flows.


CINNAMON VALLEY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Cinnamon Valley Resorts, Inc.
        3134 E. Van Buren
        Eureka Sprints, AR 72632
        Tel: (479)253-5354

Bankruptcy Case No.: 11-70394

Chapter 11 Petition Date: January 31, 2011

Court: U.S. Bankruptcy Court
       Western District of Arkansas (Harrison)

Debtor's Counsel: Derrick Mark Davidson, Esq.
                  DERRICK DAVIDSON, P.A.
                  3061 N. Market Avenue, Suite 8
                  Fayetteville, AR 72703
                  Tel: (479) 935-4100
                  Fax: (479) 856-6168
                  E-mail: derrick@davidsonbusinessattorney.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Connie Walsh, president.


CLOVERLEAF ENTERPRISES: Failed Bidder Objects to Penn Deal
----------------------------------------------------------
Hanah Cho, writing for The Baltimore Sun, reports that Landow
Partners, whose principals include former state Democratic Party
Chairman Nathan Landow, is objecting to Penn National Gaming's
$10.25 million purchase of Rosecroft Raceway, arguing it had the
higher and better offer at last week's auction.

According to the report, Landow Partners said the trustee
overseeing Rosecroft's bankruptcy "did not exercise the
appropriate business judgment and failed to obtain the maximum
value" for the Prince George's County harness track, according to
court documents filed Tuesday.

The Bankruptcy Court was slated to hear Landow's objection at a
hearing Wednesday to consider the sale.

The report notes Penn's bid also included an additional $3 million
if the Maryland General Assembly approves a bond issue to help
finance the track's operations.

According to the report, the Landow group's final bid was
$10.05 million in cash, plus $3 million for a similar bond issue.
The Landow group also offered $3 million if a referendum to expand
gambling is approved in the state and slots becomes operational at
Rosecroft.

The report says Landow Partners argued that:

     -- the trustee "placed little or no value" on the premium for
        Slots;

     -- its $3 million payment for the bond issue is worth more
        because the group had obtained an agreement with the
        harnes horse owners and trainers to ensure live racing
        will resume at Rosecroft.  That agreement also provides
        that the standardbred breeders and owners associations
        can't negotiate with any other owner until 90 days after
        the Rosecroft sale closes.

The report relates Michael J. Lichtenstein, the attorney
representing the trustee, said the Landow group has "no legitimate
objection."  "We think the trustee exercised his business judgment
and operated as a fiduciary," he said.

                   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.


COLUMBIAN CHEMICALS: Moody's Outlook 'Developing' on Aditya Deal
----------------------------------------------------------------
Moody's Investors Service moved the ratings outlook for Columbian
Chemicals Acquisition LLC (Ba3 CFR) to Developing from Stable
following the announcement that the Aditya Birla Group (unrated)
has reached an agreement to acquire Columbian Chemicals from the
existing private equity owner, One Equity Partners.  The terms of
the transaction, which is expected to close in the second half of
2011, were not disclosed.  Completion of the transaction is
subject to regulatory approvals.

Moody's expects that the existing Columbian Chemicals debt will be
repaid and the ratings will be withdrawn upon the closing of the
acquisition due to the change in control provisions in Columbian
Chemicals' current credit agreement.

The affirmed ratings are summarized below.

* Corporate Family Rating -- Ba3

* Probability of Default Rating -- Ba3

* $75mm sr sec revolving credit facilities due 2015 -- Ba3 (LGD3,
  46%)

* $300mm sr sec term loan A due 2015 -- Ba3 (LGD3, 46%)

* Outlook: Developing

Columbian Chemicals is a leading global manufacturer of carbon
black.  Headquartered in Marietta, Georgia, the company has 11
operating facilities in the U.S., Canada, South America, Europe
and Asia Pacific.  It is privately owned by funds managed by
private equity firm One Equity Partners.  Revenues for the twelve
months ending September 30, 2010, were about $1.0 million.


COMPOSITE TECH: Deregisters Unsold Shares in March 2006 Offering
----------------------------------------------------------------
Composite Technology Corporation filed on January 31, 2011, a
Post-Effective Amendment No. 1 on Form S-1 to its Form S-3
Registration statement, which was originally filed on June 1, 2006
(File No. 333-134652) to register the resale of 7,692,810 shares
of common stock, $0.001 par value per share of Composite
Technology Corporation, to deregister the shares of common stock
that have not been resold.  The offering included the following:

  -- 2,258,068 shares of common stock issuable upon conversion of
     14.0% Senior Secured Convertible Notes issued to certain of
     the selling shareholders on March 2, 2006, in a private
     placement transaction (the "Private Offering");

  -- 2,750,003 shares of common stock issuable upon exercise of
     warrants issued to the selling shareholders who participated
     in the Private Offering;

  -- 500,815 shares of common stock, representing 110% of the
     number of shares of common stock expected to be issued upon
     conversion of the 14.0% Senior Secured Convertible Notes and
     exercise of the warrants that we were required to register
     pursuant to agreements with the selling shareholders who
     participated in the Private Offering;

  -- 1,308,142 shares of common stock held by selling shareholders
     who were not participants in the Private Offering and who
     acquired the shares in a settlement entered into on
     January 30, 2006;

  -- 863,420 shares of common stock, including 600,000 shares
     issuable upon the exercise of warrants, held by a selling
     shareholder that acted as a media relations consultant; and

  -- 12,362 shares of common stock underlying warrants issued for
     services rendered in conjunction with obtaining capital lease
     financing.

This offering has been terminated because the Company's obligation
to keep the registration statement current has expired.

In accordance with the undertaking made by the Company in the
registration statement to remove from registration by means of a
post-effective amendment any of the securities that remain unsold
at the termination of the offering, the Company hereby removes
from registration the securities that are registered but unsold
under the registration statement.

              About Composite Technology Corporation

Irvine, Calif.-based Composite Technology Corporation (OTC BB:
CPTC) -- http://www.compositetechcorp.com/-- develops, produces,
and markets innovative energy efficient and renewable energy
products for the electrical utility industry.  The Company was
incorporated in Florida on February 26, 1980, as El Dorado Gold &
Exploration, Inc., and reincorporated in Nevada on June 27, 2001,
and renamed Composite Technology Corporation.

The Company's balance sheet at September 30, 2010, showed
$32.29 million in total assets, $57.32 million in total
liabilities, and a stockholders' deficit of $25.03 million.

                          *     *     *

As reported in the Troubled Company Reporter on December 20, 2010,
SingerLewak LLP, in Irvine, Calif., expressed substantial doubt
about Composite Technology's ability to continue as a going
concern, following the Company's results for the fiscal year ended
September 30, 2010.  The independent auditors noted that the
Company has suffered recurring losses from operations.


COMPOSITE TECH: Deregisters Unsold Shares in March 2007 Offering
----------------------------------------------------------------
Composite Technology Corporation filed on January 31, 2011, a
Post-Effective Amendment No. 1 on Form S-1 to its Form S-3
Registration statement, which was originally filed on March 26,
2007 (File No. 333-141581) to register the resale by certain
shareholders of 37,523,627 shares of common stock, $0.001 par
value per share of Composite Technology Corporation, is being
filed to deregister the shares of Common Stock that have not been
sold.  The offering included the following:

  -- 21,947,134 shares of Common Stock issuable upon conversion of
     8.0% Senior Convertible Notes issued to certain of the
     selling shareholders between February 12, 2007, and
     February 21, 2007, in a private placement transaction;

  -- 12,225,284 shares of Common Stock issued on July 3, 2006 in
     conjunction with the acquisition of EU Energy, plc.;

  -- 1,276,939 shares of Common Stock issued in September 2006
     pursuant to a settlement of and inducement to convert
     $1,325,000 of the Company's March 2006 Bridge Notes
     principal;

  -- 367,792 shares of Common Stock issuable upon the exercise of
     warrants issued in September 2006 and February 2007 pursuant
     to anti-dilution protection provisions of the Company's
     March 2006 Bridge Notes;

  -- 150,000 shares of Common Stock underlying warrants issued for
     services rendered in conjunction with obtaining the March
     2006 Bridge Notes financing;

  -- 150,489 shares of Common Stock issued for services rendered
     in conjunction with obtaining the October 2005 debtor-in-
     possession financing and the March 2006 Bridge Notes
     financing;

  -- 191,466 shares of Common Stock underlying warrants issued in
     May 2006 for legal services rendered;

  -- 220,000 shares of Common Stock underlying warrants issued in
     November 2006 in lieu of cash interest on notes payable;

  -- 300,000 shares of Common Stock underlying warrants issued in
     July 2001 for services rendered in 2001;

  -- 227,523 shares of Common Stock issued in November 2006 for
     sales and research related consulting services; and

  -- 467,000 shares of Common Stock underlying warrants issued in
     September 2004 for management consulting services rendered in
     2004.

This offering has been terminated because the Company's obligation
to keep the registration statement current has expired.

In accordance with the undertaking made by the Company in the
registration statement to remove from registration by means of a
post-effective amendment any of the securities that remain unsold
at the termination of the offering, the Company hereby removes
from registration the securities that are registered but unsold
under the registration statement.

              About Composite Technology Corporation

Irvine, Calif.-based Composite Technology Corporation (OTC BB:
CPTC) -- http://www.compositetechcorp.com/-- develops, produces,
and markets innovative energy efficient and renewable energy
products for the electrical utility industry.  The Company was
incorporated in Florida on February 26, 1980, as El Dorado Gold &
Exploration, Inc., and reincorporated in Nevada on June 27, 2001,
and renamed Composite Technology Corporation.

The Company's balance sheet at September 30, 2010, showed
$32.29 million in total assets, $57.32 million in total
liabilities, and a stockholders' deficit of $25.03 million.

                          *     *     *

As reported in the Troubled Company Reporter on December 20, 2010,
SingerLewak LLP, in Irvine, Calif., expressed substantial doubt
about Composite Technology's ability to continue as a going
concern, following the Company's results for the fiscal year ended
September 30, 2010.  The independent auditors noted that the
Company has suffered recurring losses from operations.


COMPOSITE TECH: Deregisters Unsold Shares in July 2007 Offering
---------------------------------------------------------------
Composite Technology Corporation filed on January 31, 2011, a
Post-Effective Amendment No. 1 on Form S-1 to its Form S-3
Registration statement, which was originally filed on which was
originally filed on July 17, 2007 (File No. 333-144635) to
register the resale by certain shareholders of 52,331,801 shares
of common stock, $0.001 par value per share, (the "Common Stock")
of Composite Technology Corporation (the "Company") is being filed
to deregister the shares of common stock that have not been
resold.  The offering included the following:

10,973,585 shares of Common Stock issuable upon exercise of
warrants issued to certain of the selling shareholders in a
private placement transaction that was completed in February 2007;

25,201,954 shares of Common Stock and 7,812,619 shares issuable of
Common Stock issuable upon exercise of certain warrants issued in
the private placement that was completed in June 2007;

1,316,829 shares of Common Stock issuable upon exercise of
warrants issued to our placement agents and financial advisors in
connection with the private placement transaction that was
consummated in February 2007;

1,226,814 shares issuable upon exercise of Warrants we issued to
selling shareholders in connection with additional warrants
granted in connection with price-based, anti-dilution rights;

4,000,000 shares of Common Stock issued to two shareholders in
connection with the EU Energy acquisition; and

1,800,000 shares of Common Stock issuable upon exercise of
warrants issued to a selling shareholder in connection with the
factored receivable arrangement from November, 2006.

This offering has been terminated because our obligation to keep
the registration statement current has expired.

In accordance with the undertaking made by the Company in the
registration statement to remove from registration by means of a
post-effective amendment any of the securities that remain unsold
at the termination of the offering, the Company hereby removes
from registration the securities that are registered but unsold
under the registration statement.

              About Composite Technology Corporation

Irvine, Calif.-based Composite Technology Corporation (OTC BB:
CPTC) -- http://www.compositetechcorp.com/-- develops, produces,
and markets innovative energy efficient and renewable energy
products for the electrical utility industry.  The Company was
incorporated in Florida on February 26, 1980, as El Dorado Gold &
Exploration, Inc., and reincorporated in Nevada on June 27, 2001,
and renamed Composite Technology Corporation.

The Company's balance sheet at September 30, 2010, showed
$32.29 million in total assets, $57.32 million in total
liabilities, and a stockholders' deficit of $25.03 million.

                          *     *     *

As reported in the Troubled Company Reporter on December 20, 2010,
SingerLewak LLP, in Irvine, Calif., expressed substantial doubt
about Composite Technology's ability to continue as a going
concern, following the Company's results for the fiscal year ended
September 30, 2010.  The independent auditors noted that the
Company has suffered recurring losses from operations.


COMPOSITE TECH: Deregisters Unsold Common Shares in 2008 Offering
-----------------------------------------------------------------
Composite Technology Corporation filed on January 31, 2011, a
Post-Effective Amendment No. 1 on Form S-1 to its Form S-3
Registration statement, which was originally filed on July 18,
2008 (File No. 333-152413) to register the resale by one
shareholder of 58,787,877 shares of common stock, $0.001 par value
per share of Composite Technology Corporation, is being filed to
deregister the shares of Common Stock that have not been resold.

On May 9, 2008, the Company closed a financing transaction with
Credit Suisse Securities (Europe) Limited ("CSE") in which the
Company sold 13,333,333 shares of its Common Stock and a right to
purchase 45,454,544 shares of its Common Stock on or before
June 30, 2008.  CSE exercised the right and purchased 45,454,544
shares of the Company's Common Stock for cash on June 26, 2008.

This offering has been terminated because the Common Stock
purchased by CSE is available to sell using Rule 144.

In accordance with the undertaking made by the Company in the
registration statement to remove from registration by means of a
post-effective amendment any of the securities that remain unsold
at the termination of the offering, the Company hereby removes
from registration the securities that are registered but unsold
under the registration statement.

              About Composite Technology Corporation

Irvine, Calif.-based Composite Technology Corporation (OTC BB:
CPTC) -- http://www.compositetechcorp.com/-- develops, produces,
and markets innovative energy efficient and renewable energy
products for the electrical utility industry.  The Company was
incorporated in Florida on February 26, 1980, as El Dorado Gold &
Exploration, Inc., and reincorporated in Nevada on June 27, 2001,
and renamed Composite Technology Corporation.

The Company's balance sheet at September 30, 2010, showed
$32.29 million in total assets, $57.32 million in total
liabilities, and a stockholders' deficit of $25.03 million.

                          *     *     *

As reported in the Troubled Company Reporter on December 20, 2010,
SingerLewak LLP, in Irvine, Calif., expressed substantial doubt
about Composite Technology's ability to continue as a going
concern, following the Company's results for the fiscal year ended
September 30, 2010.  The independent auditors noted that the
Company has suffered recurring losses from operations.



CONSTAR INT'L: Wins Nod to Borrow $55 Million
---------------------------------------------
Michael Bathon at Bloomberg News reports that U.S. Bankruptcy
Judge Christopher S. Sontchi in Wilmington, Delaware, has
authorized Constar International Inc. to borrow as much as
$55 million to help finance operations while in bankruptcy.

As reported in the Jan. 14, 2011 edition of the Troubled Company
Reporter, the Debtors sought approval to access postpetition
secured financing from a syndicate of lenders led by Black Diamond
Commercial Finance, L.L.C., as administrative agent.

The DIP lenders have committed to provide a $55 million delayed
draw term loan facility. The first disbursements will be in the
aggregate principal amount of up to $38 million.  In addition, the
proposed DIP Facility will allow the Debtors to pay off their
existing revolver and roll-over up to $15 million into post-
emergence exit financing.

The DIP facility will mature on (i) 45 days after entry of an
interim order approving the DIP financing, if the final court
order hasn't yet been entered by that date; (ii) the date that is
the lesser of (x) 206 and (y) nine months, less one day following
the closing date; (iii) the substantial consummation of a plan of
reorganization of the Debtors, which has been confirmed by court
order; (iv) conversion into a case under Chapter 7 of the U.S.
Bankruptcy Code liquidation proceeding, (v) the sale of all or
substantially all of the assets of the Debtors and (vi) the
acceleration of the obligations under or the termination of the
DIP Note Purchase Agreement.

                    About Constar International

Philadelphia, Pennsylvania-based Constar International Inc. --
http://www.constar.net/-- produces and supplies polyethylene
terephthalate plastic containers for food and beverages.

Constar filed for Chapter 11 protection in December 2008 (Bankr.
D. Del. Lead Case No. 08-13432), with a pre-negotiated Chapter 11
plan.  The plan, which reduced Constar's debt load by roughly
$175 million, became effective on May 29, 2009.  Attorneys at
Bayard P.A., and Wilmer Cutler Pickering Hale and Dorr LLP
represented the Debtor in the case.

Due to operating losses caused by a significant decline in demand
for its products from Pepsi-Cola Advertising and Marketing Inc.
and other customers, Constar and its affiliates returned to
Chapter 11 on January 11, 2011 (Bankr. D. Del. Case No. 11-10109),
with a Chapter 11 plan negotiated with holders of 75% of the
holders of $220 million in senior secured floating-rate notes.

Andrew Goldman, Esq., and Dennis Jenkins, Esq., at Wilmer Cutler
Pickering Hale and Dorr LLP, serve as the Debtors' general
bankruptcy counsel.  Jamie Lynne Edmonson, Esq., and Neil B.
Glassman, Esq., at Bayard, P.A., serve as co-counsel to the
Debtors.  PricewaterhouseCoopers serves as the Debtors'
independent auditors and accountants.  Kurtzman Carson Consultants
LLC serves as the Debtors' claims agent.

The Debtors disclosed $418 million in total assets and
$414 million in total debts as of Sept. 30, 2010.

Constar sought bankruptcy protection to complete a pre-arranged
debt-for-equity exchange by mid-2011.  The company and holders of
more than 75% of its senior secured floating- rate notes agreed on
a restructuring plan that would reduce debt by as much as
$150 million.


CONSTAR INT'L: Wins OK for $60MM Exit Financing Deal
----------------------------------------------------
Michael Bathon at Bloomberg News reports that U.S. Bankruptcy
Judge Christopher S. Sontchi in Wilmington, Delaware, has
authorized Constar International Inc. to enter into a commitment
with Wells Fargo Capital Finance LLC, to obtain a $60 million
secured asset-based loan, to help fund its business upon its exit
from bankruptcy.

The Jan. 14, 2011 edition of the Troubled Company Reporter
indicated that Constar sought permission to enter into an exit
financing commitment letter with Wells Fargo.  A full-text
copy of the Financing Commitment Letter is available for
free at http://is.gd/UVBkTc

The Debtor's entry into an agreement for exit financing is a
condition precedent to consummation of the Debtor's proposed Plan.
The Debtors say that the Commitment Letter assures them and the
consenting noteholders that the Debtors will be able to satisfy
this condition.

Wells Fargo will provide the Debtors with a secured revolving loan
and letter of credit facility for $60 million.  The Credit
Facility has a term of four years from the Closing Date.

The Credit Facility may be structured with a separate revolving
loan facility to be provided in Euros and Sterling to the UK
Borrower of up to the equivalent of $10 million in each case as
the Lender and the Debtors may agree and subject to the additional
or other terms and conditions as the Agent and the Debtors may
agree.  The Debtors will have the option to increase the Maximum
Credit by up to an aggregate of $20 million, subject to the terms
set forth in the Commitment Letter.

The proceeds of the Credit Facility will be used to repay the
outstanding allowed administrative expenses and allowed claims all
in accordance with the Plan, including all obligations under the
DIP credit facility and other debt to be specified, or costs,
expenses and fees in connection with the Credit Facility in
accordance with the Plan and for working capital of the Debtors
and other proper corporate purposes.

The Debtors may elect that Revolving Loans bear interest at a rate
per annum equal to (a) the Base Rate plus the Applicable Margin or
(b) the Eurodollar Rate plus the Applicable Margin.  Swingline
Loans will bear interest at a rate per annum equal to the Base
Rate plus the Applicable Margin.

After Event of Default, interest rate for letters of credit may be
increased by 2% per annum above the highest pre-default rates.
The increased rate will also be applicable to Revolving Loans and
LC's outstanding in excess of the Borrowing Base.  The events of
default will include any failure by the Debtors or guarantors to
observe or perform any of the material terms or conditions of any
material order, stipulation, or other arrangement entered by or
with the Bankruptcy Court in the Chapter 11 cases or otherwise
under or in connection with the Plan; any material provision of
the confirmation order will be vacated, reversed or stayed or
modified or amended, without the consent of the Lender.

Pursuant to the Commitment Letter, the Debtors agree to pay "all
reasonable and documented out-of-pocket fees, costs, and
Expenses . . . incurred by or on behalf of Wells Fargo . . . in
connection with (i) legal and business due diligence, (ii) the
preparation, negotiation, execution, and delivery of this
Commitment Letter and any and all documentation for the Credit
Facility, and (iii) the enforcement of any of Wells Fargo's rights
and remedies under this Commitment Letter."

To fund the expense reimbursement obligation, the Debtors agree to
pay Wells Fargo a $150,000 deposit (which they did prepetition).
The Debtors further agree that -- upon receiving Court permission
to enter into the Commitment Letter -- they will pay Wells Fargi
the first tranche of the applicable underwriting fee for the
Credit Facility that is set forth in the Fee Letter, to wit, an
amount that is 0.50% of the aggregate amount of the Credit
Facility ($300,000).

The Debtors will pay the Lender:

     (A) Unused Line Fee: Calculated at 0.50% per annum if average
         outstanding Revolving Loans and LCs in any month are less
         than 50% of Maximum Credit, and 0.375% per annum if
         average outstanding Revolving Loans and LCs are equal to
         or greater than 50% of Maximum Credit, payable monthly in
         arrears.  Swingline Loans not considered in the
         calculation of the unused line fee.

     (B) Letter of Credit Fees: The Debtors will pay to (a) the
         Lender, for the account of Lenders on the daily
         outstanding balance of LCs, a letter of credit fee
         calculated at a rate per annum based on the then
         Applicable Margin for Revolving Loans using the
         Eurodollar Rate and (b) to Issuing Bank, the fees as are
         agreed, in each case under clauses (a) and (b), payable
         monthly in arrears.  In addition, The Debtors will pay
         customary issuance, arranging and other fees of the
         Issuing Bank.

     (C) Audit, Appraisal and Examination Fees: The Debtors will
         pay (a) a fee of $1,000 per day, per auditor, plus
         reasonable out-of-pocket expenses for each field
         examination of the Loan Parties performed by personnel
         employed by the Lender, (b) if implemented, a fee of
         $1,000 per day, per applicable individual, plus
         reasonable out-of-pocket expenses for the establishment
         of electronic collateral reporting, and (c) the actual
         charges paid or incurred by the Lender if it elects to
         employ the services of one or more third persons to
         perform field examinations or quality of earnings
         analyses of Loan Parties, to establish electronic
         collateral reporting systems, to appraise the Collateral,
         or any portion thereof, or to assess the Loan Parties'
         business valuation.

                    About Constar International

Philadelphia, Pennsylvania-based Constar International Inc. --
http://www.constar.net/-- produces and supplies polyethylene
terephthalate plastic containers for food and beverages.

Constar filed for Chapter 11 protection in December 2008 (Bankr.
D. Del. Lead Case No. 08-13432), with a pre-negotiated Chapter 11
plan.  The plan, which reduced Constar's debt load by roughly
$175 million, became effective on May 29, 2009.  Attorneys at
Bayard P.A., and Wilmer Cutler Pickering Hale and Dorr LLP
represented the Debtor in the case.

Due to operating losses caused by a significant decline in demand
for its products from Pepsi-Cola Advertising and Marketing Inc.
and other customers, Constar and its affiliates returned to
Chapter 11 on January 11, 2011 (Bankr. D. Del. Case No. 11-10109),
with a Chapter 11 plan negotiated with holders of 75% of the
holders of $220 million in senior secured floating-rate notes.

Andrew Goldman, Esq., and Dennis Jenkins, Esq., at Wilmer Cutler
Pickering Hale and Dorr LLP, serve as the Debtors' general
bankruptcy counsel.  Jamie Lynne Edmonson, Esq., and Neil B.
Glassman, Esq., at Bayard, P.A., serve as co-counsel to the
Debtors.  PricewaterhouseCoopers serves as the Debtors'
independent auditors and accountants.  Kurtzman Carson Consultants
LLC serves as the Debtors' claims agent.

The Debtors disclosed $418 million in total assets and
$414 million in total debts as of Sept. 30, 2010.

Constar sought bankruptcy protection to complete a pre-arranged
debt-for-equity exchange by mid-2011.  The company and holders of
more than 75% of its senior secured floating- rate notes agreed on
a restructuring plan that would reduce debt by as much as
$150 million.


CONSTAR INT'L: Taps PricewaterhouseCooper as Independent Auditor
----------------------------------------------------------------
Constar International Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
PricewaterhouseCoopers LLP as independent auditors and
accountants, nunc pro tunc to the Petition Date.

PwC will:

     (a) perform an integrated audit of the Debtors' consolidated
         Financial statements at December 31, 2010, and for the
         year then ending and of the effectiveness of the Debtors'
         internal control over financial reporting as of
         December 31, 2010; and

     (b) advise the Debtors on, and provide services with respect
         to, non-routine accounting and auditing matters,
         including, but not limited to, restructuring, liquidity
         and recapitalization events.

PwC will be paid based on the rates of its professionals:

                                   Core
                                Engagement
  Professional Level               Team              Specialists
  ------------------            ----------           -----------
  Partner                           $583                 $650
  Managing Director/Director        $407                 $502
  Senior Manager                    $356                 $423
  Manager                           $270                 $306
  Senior Associate                  $197                 $227

Stephen S. Hamilton, a partner at PwC, assures the Court that the
firm is a "disinterested person" as that term defined in Section
101(14) of the Bankruptcy Code.

                  About Constar International

Philadelphia, Pennsylvania-based Constar International Inc. --
http://www.constar.net/-- produces and supplies polyethylene
terephthalate plastic containers for food and beverages.

Constar filed for Chapter 11 protection in December 2008 (Bankr.
D. Del. Lead Case No. 08-13432), with a pre-negotiated Chapter 11
plan.  The plan, which reduced Constar's debt load by roughly
$175 million, became effective on May 29, 2009.  Attorneys at
Bayard P.A., and Wilmer Cutler Pickering Hale and Dorr LLP
represented the Debtor in the case.

Due to operating losses caused by a significant decline in demand
for its products from Pepsi-Cola Advertising and Marketing Inc.
and other customers, Constar and its affiliates returned to
Chapter 11 on January 11, 2011 (Bankr. D. Del. Case No. 11-10109),
with a Chapter 11 plan negotiated with holders of 75% of the
holders of $220 million in senior secured floating-rate notes.

Andrew Goldman, Esq., and Dennis Jenkins, Esq., at Wilmer Cutler
Pickering Hale and Dorr LLP, serve as the Debtors' general
bankruptcy counsel.  Jamie Lynne Edmonson, Esq., and Neil B.
Glassman, Esq., at Bayard, P.A., serve as co-counsel to the
Debtors.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims agent.

The Debtors disclosed $418 million in total assets and
$414 million in total debts as of Sept. 30, 2010.


CONTESSA PREMIUM: Wins Approval of Wells Fargo Financing
--------------------------------------------------------
Contessa Premium Foods, Inc. received U.S. Bankruptcy Court
approval of its agreement with Wells Fargo Bank, N.A., permitting
the continued funding of Contessa's operations while in Chapter
11. Chief Bankruptcy Judge Peter Carroll approved the agreement,
along with all of Contessa's other "first day motions," at a
hearing in Los Angeles on Monday, January 31, 2011.  "The
agreement with Wells Fargo provides adequate liquidity for normal
operations to continue without any disruptions to our customers,
vendors and employees," said John Z. Blazevich, Contessa's chief
executive officer.

Mr. Blazevich also noted, "I have been conversing with many of our
customers over the last few days and have found them to be
remarkably supportive.  They trust Contessa will get through this
difficult time and they plan to support us without interruption.
This affirms our customers truly value our focus to provide them
responsibly-sourced, quality products at the greatest value. "

Contessa's reorganization is primarily focused on reducing its
obligations associated with the company's world-class
environmentally responsible manufacturing facility it built in
Commerce, CA in 2007.  The global financial downturn combined with
intense competition from large multi-national corporations has
caused Contessa to be unable to profitably utilize the full
capacity of the Commerce plant.

The company's shrimp, seafood and private label business continues
to grow and will provide the foundation for Contessa's return to
profitability.

                      About Contessa Premium

An environmentally and nutritionally responsible frozen food
manufacturer, CONTESSA PREMIUM FOODS, INC. imports, processes and
distributes its products throughout North America, Europe, and
Asia, and markets to retail, club, food-service, and private-label
channels.  Contessa's portfolio of products includes but is not
limited to specialty seafood, convenience meals, gourmet stir-fry
vegetables and exotic fruit.

Contessa Premium Foods, Inc., filed for Chapter 11 protection
(Bankr. C.D. Case No. 11-13454) in Los Angeles, California, on
January 26, 2011.  Craig A. Wolfe, Esq., at Kelley Drye & Warren
LLP, in New York, and Jeffrey W. Dulberg, Esq., and Scotta E.
McFarland, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, serve as counsel to the Debtor.  The Debtor estimated
assets and debts of $50,000,001 to $100,000,000 as of the Petition
Date.


CUMULUS MEDIA: Moody's Won't Change Ratings Upon CMP Purchase
-------------------------------------------------------------
Moody's Investors Service said, on January 31, 2011, Cumulus Media
Inc. (Caa1 Corporate Family Rating) announced it signed a
definitive agreement to acquire the 75% remaining equity interest
of Cumulus Media Partners, LLC (Caa1 Corporate Family Rating) that
it does not currently own.  The acquisition is all-equity financed
and values CMP's radio properties at 7.8x estimated 2011 operating
income for the stations.

There is no operational nor immediate credit impact upon closing
of the acquisition.  Cumulus has operated CMP's radio stations
since it was formed in 2006 so there are no meaningful changes to
operations.  The acquisition has no significant credit impact for
each of the borrowers.  Until the company chooses to combine
credit debt facilities, CMP Susquehanna is treated in a similar
fashion as an "unrestricted subsidiary" under the Cumulus umbrella
with no cross-obligations, cross-collateralization nor cross-
defaults.  The acquisition of CMP by Cumulus was contemplated upon
formation of CMP in 2006, with Cumulus being an approved acquirer.
Also, Cumulus' July 2010 amendment to its credit agreement
provided for the acquisition of CMP as structured.

Assuming Cumulus decides to combine the bank credit facilities of
Cumulus and CMP with the refinancing of CMP's term loan due 2013,
Moody's would view the combining of obligors into one borrower as
a positive development based on these:

-- CMP Susquehanna becomes well diversified across 67 markets and
    will significantly reduce its roughly 45% combined revenue
    exposure to San Francisco and Dallas markets.

-- The acquisition increases the borrower's scale of operations,
    doubling revenue and EBITDA.

-- There are few risks associated with the acquisition given the
    5-year track record; leverage for the individual and combined
    borrowers is similar.  Eventually, costs associated with
    filing two separate sets of financial statements should be
    eliminated.

-- In addition to providing further geographic diversity, Cumulus
    gains by adding larger markets to its station group which has
    traditionally focused on smaller to mid-size markets.

The last rating action occurred on April 28, 2010, when Moody's
affirmed Cumulus' Caa1 Corporate Family Rating, Caa2 Probability-
of-Default Rating and Caa1 Senior Secured Bank Debt ratings in
addition to revising the company's rating outlook to stable from
negative.

The transaction is subject to shareholder and regulatory approval
and is expected to close in 2Q2011.  CMP currently owns 32 radio
stations in nine markets, including San Francisco, Dallas,
Houston, Atlanta, Cincinnati, Indianapolis and Kansas City.
Cumulus currently controls approximately 345 radio stations in 67
markets.


DALLAS PARTNERS: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Dallas Partners, LLC
          dba Duncanville Partners, LLC
        3610 S. San Pedro Street
        Los Angeles, CA 90011

Bankruptcy Case No.: 11-14162

Chapter 11 Petition Date: January 31, 2011

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

Debtor's Counsel: Vafa A. Khoshbin, Esq.
                  LAW OFFICE OF V. ALLAN KHOSHBIN
                  12400 Wilshire Boulevard, Suite 1265
                  Los Angeles, CA 90025
                  Tel: (310) 820-2500
                  Fax: (310) 820-7200
                  E-mail: lalawyer@hotmail.com

Estimated Assets: $0 to $50,000

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

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-14162.pdf

The petition was signed by Masoud Kahrobaie, managing member.


DANIELS ASSETS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Daniels Assets, Ltd.
          dba Diamond D Whitetail Ranch
        508 Moraine Way
        Heath, TX 75032

Bankruptcy Case No.: 11-30830

Chapter 11 Petition Date: January 31, 2011

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

Judge: Barbara J. Houser

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  One Glen Lakes Tower
                  8140 Walnut Hill Ln., No. 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.com

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

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

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

The petition was signed by Jerry Daniels, president.


DEL ROSA: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Del Rosa Properties LLC
        13912 Camp Rock Street
        Corona, CA 92880

Bankruptcy Case No.: 11-13154

Chapter 11 Petition Date: January 31, 2011

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

Debtor's Counsel: William G. Cort, Esq.
                  CORT, SERRANO & CORT
                  9040 Telegraph Road, Suite 206
                  Downey, CA 90240
                  Tel: (562) 923-6761
                  Fax: (562) 923-7637
                  E-mail: williamcortcsc@gmail.com

Estimated Assets: $0 to $50,000

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

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-13154.pdf

The petition was signed by James Oronoz, managing member.


DELPHI CORP: Mich. Economic Agency Amends 2007 Tax Incentive
------------------------------------------------------------
The Michigan Economic Growth Authority revised a tax incentive
granted in 2007 to Delphi Automotive Systems, LLC, Christine
Tierney of The Detroit News reported.

Originally, Delphi and the state of Michigan agreed that the
company will retain 750 to 1,117 workers at its facility in
Auburn Hills, Michigan, however, the company shrank in bankruptcy
and had about 1,400 workers in the state as of October.

Based on the revised agreement, Delphi would retain 500 to 750
workers at facilities in Troy and Auburn Hills, the report
disclosed.

                         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)


DENNY HECKER: Crosslake Property Sold for $5.4 Million
------------------------------------------------------
MaryJo Webster, writing for the St. Paul Pioneer Press, reports
that the Crosslake compound formerly owned by Denny Hecker has
been sold to Michael Frank and his wife, Barbara, of Eagan, Minn.,
for $5.4 million in early December, far short of the $11.8 million
assessed value.  The propertly includes an 11,438-square-foot main
house, two guesthouses and an assortment of docks.

Mr. Hecker is in jail waiting to be sentenced Feb. 11 on federal
fraud charges.

The report says the Franks purchased the property Dec. 9 under a
company called Cross Lake Holdings.  The report further relates
Michael Frank was a senior executive with the Marshall Group from
2003 until the company shut down in late 2008.  He is currently a
financial consultant, according to his profile on the business
networking Web site LinkedIn.

The Franks did not return a call for comment, the report says.

                        About Denny Hecker

Dennis E. Hecker owned and operated dozens of auto dealerships,
car rental franchises, and other businesses until 2009. He filed a
voluntary chapter 7 petition (Bankr. D. Minn. Case No. 09-50779)
on June 4, 2009, after his auto empire collapsed into bankruptcy.

Chrysler Financial filed a dischargeability action (Bankr. D.
Minn. Adv. Pro. No. 09-5019) on July 8, 2009.  Chrysler Financial
alleged that $83 million of $350 million owed is nondischargeable
under 11 U.S.C. Sec. 523(a) because Mr. Hecker allegedly obtained
it through the use of false pretenses, false representations,
fraud, defalcation, and embezzlement.  The Honorable Robert J.
Kressel granted Chrysler Financial's motion for sanctions and
ordered $83 million of the judgment against Mr. Hecker, together
with accrued interest, not dischargeable in the Chapter 7
bankruptcy case.

Mr. Hecker has pleaded guilty to two fraud charges: concealing
assets from the bankruptcy court and lying to get multimillion-
dollar loans for his dealerships and leasing operation.

Mr. Hecker was formerly represented by William Skolnick, Esq., as
counsel.  He is now represented by Barbara May, Esq.

Randall Seaver serves as Chapter 7 trustee in the case.


DESTINY MEDICAL: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Destiny Medical Properties, LLC
        P.O. Box 1876
        Macon, GA 31202-1876

Bankruptcy Case No.: 11-50291

Chapter 11 Petition Date: January 31, 2011

Court: United States Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  KATZ, FLATAU, POPSON AND BOYER, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  E-mail: wjboyer_2000@yahoo.com

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

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

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/gamb11-50291.pdf

The petition was signed by Alan D. Justice, president.


DEX ONE: S&P Changes Outlook to Negative, Affirms 'B' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Cary, N.C.-based Dex One Corp. and related entities to negative
from stable.  The corporate credit rating was affirmed at 'B'.

At the same time, S&P revised its recovery rating on Dex Media
East's $842 million outstanding term loan and Dex Media West's
$744 million outstanding term loan to '4', indicating its
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default, from '2' (70% to 90%).  The issue-
level rating on this debt was lowered to 'B' (at the same level as
the 'B' corporate credit rating on Dex One) from 'B+', in
accordance with S&P's notching criteria for a '4' recovery rating.

In addition, S&P revised its recovery rating on R.H. Donnelley
Inc.'s variable-rate term loan due 2014 to '4' from '3'.  The
issue-level rating on this loan was affirmed at 'B'.

"The 'B' corporate credit rating and outlook revision reflect
S&P's view that Dex One's business will remain under pressure
given the unfavorable outlook for print directory advertising,"
said Standard & Poor's credit analyst Chris Valentine.  "We expect
that deterioration in revenue and profitability could lead to
EBITDA coverage of interest expense in the mid-2x area over the
next two years and a weakening in the company's credit profile
that could jeopardize a refinancing of its sizable 2014
maturities."

Dex One achieved a significant reduction in its total indebtedness
as a result of the reorganization and emergence from bankruptcy
earlier this year.  S&P's rating assumptions incorporate its view
that print directory advertising will continue to shrink as a
component of small business advertising.  Despite S&P's
expectation that the company will continue to transition a sizable
share of its customers to its online offerings over time, S&P
expects increased competition within the online channel, compared
with print, and the ongoing evolution of this business model.

In S&P's view, the company has a vulnerable business risk profile,
principally because of the significant risks of continued secular
declines in the print directory sector.  S&P views the financial
risk profile as aggressive, based on trends of rising leverage
associated with the likely steady EBITDA declines and erosion of
cash flow, and refinancing risk in 2014 surrounding the company's
$3.085 billion credit facility.  S&P's business risk assessment
also reflects increased competition as small business advertising
expands across a larger number of marketing channels.  Dex One's
revenue and earnings are heavily dependent on traditional print
advertising, raising its vulnerability to this shift.


DISH NETWORK: DBSD Deal Won't Affect Moody's 'Ba3' Rating
---------------------------------------------------------
Moody's Investors Service said that Dish Network Corporation's Ba3
Corporate Family Rating and stable outlook are not affected by the
company's announcement that 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 including interest accruing
on DBSD North America's existing debt.

The last rating action was on May 23, 2008 when Moody's assigned a
Ba3 rating to the company's new bond issue.

Dish's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Dish's core industry and
believes Dish's ratings are comparable to those of other issuers
with similar credit risk.

Dish Network Corporation is the third largest pay television video
provider in the United States with 14.29 million subscribers as of
9/30/2010.  Annual revenues approximate $12.4 billion as of
9/30/10.


DORA AJA: 1st Cir. BAP Rejects Debtor's Stay Relief Appeal
----------------------------------------------------------
WestLaw reports that a debtor was not a "person aggrieved" and did
not have standing to appeal an order entered following conversion
of her individual Chapter 11 case to one under Chapter 7, by which
the bankruptcy court lifted the automatic stay based on the
debtor's admitted lack of equity in the property which secured the
movant's claim.  The debtor had not appealed the conversion order
itself.  In re Aja, --- B.R. ----, 2011 WL 167034 (1st Cir.BAP
(Masss.)).

A copy of the First Circuit B.A.P.'s ruling dated Jan. 19, 2011,
dismissing Dora L. Aja's appeal from the bankruptcy court's order
granting the motion of Emigrant Funding Corporation for in rem
relief from stay with respect to real estate located in Worcester,
Mass., is available at (the "Williams Street Property").
A copy of the First Circuit BAP's decision is available at
http://is.gd/Rn4e3yfrom Leagle.com.

Proceeding pro se, Dora L. Aja filed a chapter 11 petition (Bankr.
D. Mass. Case No. 09-21872) on Dec. 8, 2009.  As reported in the
Troubled Company Reporter on Jan. 27, 2010, the Honorable Joan N.
Feeney converted the chapter 11 case to a chapter 7 liquidation
proceeding, and the U.S. Bankruptcy Appellate Panel for the First
Circuit upheld Judge Feeney's decision.  In re Aja, ---B.R.----,
2011 WL 181743, slip op. http://is.gd/sYDinI(1st Cir. BAP
(Mass.)).


DRESSER INC: Moody's Withdraws 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service withdrew the B2 Corporate Family Rating
for Dresser Inc. along with the B2 senior secured loan rating and
the B3 senior secured second lien rating.  The action follows the
repayment of the loans following the company's acquisition by
General Electric Company.

The last rating action on Dresser occurred on September 16, 2008,
when Moody's affirmed the company's ratings and changed the
outlook to stable from negative.

Dresser, Inc., provides equipment and services to the global
onshore and offshore energy infrastructure and oilfield equipment
markets, particularly conventional and advanced equipment,
systems, and services for oil and natural gas production,
transmission, and distribution; natural gas-fired power
generation; and retail fueling.


DYNA-GO PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dyna-Go Properties, Inc.
        dba Rivercentre Plaza
        fdba Brownsville Compress & Warehouse Company
        943 North Expressway, Suite 15-149
        Brownsville, TX 78520

Bankruptcy Case No.: 11-70064

Chapter 11 Petition Date: January 31, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Antonio Villeda, Esq.
                  LAW OFFICES OF ANTONIO VILLEDA
                  5414 N 10th St
                  McAllen, TX 78504
                  Tel:(956) 631-9100
                  E-mail: avilleda@mybusinesslawywer.net

Scheduled Assets: $3,313,400

Scheduled Debts: $1,572,577

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb11-70064.pdf

The petition was signed by Ana Laura Little, president.


ENCANTO ENTERPRISES: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Encanto Enterprises, Ltd.
        305 E. Expressway 83
        Mission, TX 78572

Bankruptcy Case No.: 11-70069

Chapter 11 Petition Date: January 31, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Antonio Martinez, Jr., Esq.
                  LAW OFFICE OF ANTONIO MARTINEZ, JR.
                  4900 N 10th Street, Ste A-2
                  McAllen, TX 78504
                  Tel: (956) 789-5393
                  Fax: (956) 383-9369
                  E-mail: tony_martinez_jr@juno.com

Scheduled Assets: $2,652,191

Scheduled Debts: $4,180,000

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb11-70069.pdf

The petition was signed by Eduardo Carrillo, manager of E.M.C.
Investments, LLC, general partner.


FAIRGREEN EDENWOOD: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Fairgreen Edenwood, LLC
        6065 Roswell Road, Suite 900
        Atlanta, GA 30328

Bankruptcy Case No.: 11-40240

Chapter 11 Petition Date: January 31, 2011

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Rome)

Judge: Mary Grace Diehl

Debtor's Counsel: Anna Mari Humnicky, Esq.
                  Karen Fagin White, Esq.
                  COHEN POLLOCK MERLIN & SMALL
                  3350 Riverwood Parkway, Suite 1600
                  Atlanta, GA 30339
                  Tel: (770) 857-4770
                       (770) 858-1288
                  E-mail: ahumnicky@cpmas.com
                          kfwhite@cpmas.com

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

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

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb11-40240.pdf

The petition was signed by Willis B. Jones, manager.

Affiliates of Fairgreen Edenwood that filed separate Chapter 11
petitions on Jan. 31, 2011:

Entity                                 Case No.
------                                 --------
Fairgreen North Paulding, LLC            11-40241
Fairgreen Capital, LP                    11-40242
Fairgreen Great Sky, LLC                 11-40243
Fairgreen Mirror Lake, LLC               11-40245
Fairgreen Homes, LLC                     11-40246
Stricklin Capital, Inc.                  11-40247


FIDDLER'S CREEK: Reaches Agreement on Revised Plan
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fiddler's Creek LLC said it reached an agreement on a
revised plan with the official creditors' committee, an ad hoc
group of homeowners and two lenders: Regions Bank NA and Fifth
Third Bank.  Fiddler's made the disclosure in a motion seeking
another extension of the exclusive right to propose a Chapter 11
plan.  If granted, the new deadline would be April 4.

Mr. Rochelle recounts that the Debtor had been scheduled for a
Jan. 27 hearing to approve the disclosure statement explaining the
plan filed in December. The hearing was pushed back to Feb. 16 to
allow time for amending the plan and disclosure statement.
Fiddler's Creek says it should be a "consensual plan."

As reported in the Dec. 8, 2010 edition of the Troubled Company
Reporter, Fiddler's Creek filed separate plans and explanatory
disclosure statements for itself and its 27 affiliates.   Under
the Plan, each of the Debtors and their respective creditors is
treated separately.  Secured creditors will receive either a
return of their property, have their original arrangements
reinstated, or have the debt rolled over into a new obligation
that would begin making payments of principal and interest in May
2014.  Interest during the bankruptcy case would be transformed
into principal, and interest would accrue at the non-default rate.
Unsecured creditors with claims under $25,000 would be paid in
full over 10 months after the plan is implemented.  Unsecured
creditors with larger claims will recover 30%, in six installments
of 5% semi-annually beginning six months after the plan is
implemented.

                       About Fiddler's Creek

Each of Fiddler's Creek, LLC, and its affiliates owns, operates or
is otherwise affiliated with the premier, fully integrated, master
planned residential community known as "Fiddler's Creek" in
southwestern Florida.  Fiddler's Creek is located in Collier
County, Florida, approximately 12 miles southeast of the city of
Naples and six miles north of Marco Island.  The Fiddler's Creek
development is comprised of nearly 4,000 zoned acres of prime
land in Naples, Florida, and is planned for and capable of
accommodating up to 6,000 residences upon projected build-out,
which is estimated to be in 2020.  Fiddler's Creek contains five
distinctive neighborhoods known as: Fiddler's Creek, Veneta,
Aviamar, Marsh Cove and Meadow Run.

Fiddler's Creek filed for Chapter 11 bankruptcy protection on
February 23, 2010 (Bankr. M.D. Fla. Case No. 10-03846).  Paul J.
Battista, Esq., at Genovese Joblove & Battista, P.A., serves as
general bankruptcy counsel.  Judge Alexander L. Paskay presides
over the case.  The Company estimated assets and debts at
$100 million to $500 million.


FIRST JERSEY: N.J. Judge to Decide on Reopening of Brennan Case
---------------------------------------------------------------
Jim Pathe at The Star-Ledger reports that a federal judge in
Trenton, New Jersey, was scheduled to decide January 31 whether to
reopen the bankruptcy case of Robert Brennan so regulators can
recover money from the trust he set up for his children.

Robert E. Brennan is a former Brielle and Colts Neck resident who
sold penny stocks through the now defunct First Jersey Securities.
In 1995, he was ordered to pay the Securities and Exchange
Commission $75 million for defrauding investors.  Mr. Brennan
declared bankruptcy two months later without paying the fine.  He
was sentenced to 12 years in federal prison at Fort Dix for
bankruptcy fraud and contempt of court.  He was released in
January this year after almost 10 years in prison.

According to The Star-Ledger, authorities have been trying for
years to access his elusive family trust, an offshore account that
has bounced around Europe, Africa and the Caribbean to avoid
scrutiny.  The trust was valued at $6.4 million in 1998, according
to bankruptcy court records.

The Star-Ledger relates that, according to Rick Barry, former
enforcement chief for the New Jersey Bureau of Securities, the
hearing is significant because First Jersey, which had offices in
Cherry Hill and Red Bank, was the most important securities fraud
case in the state in decades.


FIRSTFED FINANCIAL: Tax Refunds to be Held in Escrow
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FirstFed Financial Corp. adopted procedures used in
similar cases where tax refunds will be held in escrow until a
court rules on whether they belong to FirstFed or to the Federal
Deposit Insurance Corp.  An order from the bankruptcy court
setting up the escrow account was signed this week.

                      About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank
holding company for First Federal Bank of California and its
subsidiaries.  The Bank was closed by federal regulators on
December 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection on
Jan. 6, 2010 (Bankr. C.D. Calif. Case No. 10-10150).  Jon L.
Dalberg, Esq., at Landau Gottfried & Berger LLP, serves as the
Debtor's bankruptcy counsel.  The Debtor disclosed assets at
$1 million and $10 million, and debts at $100 million and
$500 million.

On November 12, 2010, the Debtor filed a disclosure statement
explaining its proposed Plan of Liquidation.  The Debtor's
disclosure statement was approved by the Bankruptcy Court on
January 5, 2011.


FKF MADISON: Judge Issues Restraining Order to Developer
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that Bankruptcy Judge Kevin Gross
hit developer Ira Shapiro with a temporary restraining order
forbidding him from making any more decisions about the stalled
One Madison Park condominium development in Manhattan.

According to DBR, Judge Gross's ruling ends, for now, Ian Bruce
Eichner's bid to salvage the 50-story tower from bankruptcy by way
of a Chapter 11 plan agreed to with Mr. Shapiro.  The report
relates that Cevdet Caner, a Monaco-based real-estate investor,
challenged the Eichner plan and moved to oust Shapiro from control
of the project, saying he had a better proposal to revive the
stalled development.

According to DBR, uncertainty about One Madison Park's future
continues in the wake of Monday's ruling, because Gross said
neither Caner nor Shapiro alone can steer the project out of
bankruptcy.  Instead, the judge said Shapiro and Caner must agree
on a bankruptcy exit plan for the 50-story project, the report
notes.

                          About FKF Madison

FKF Madison Park Group Owner, LLC, filed for Chapter 11 bankruptcy
protection on June 8, 2010 (Bankr. D. Del. Case No. 10-11867).
FKF owns the One Madison Park condominium tower in New York City.
One Madison Park project came to halt in February 2010 when iStar
Financial Inc., the chief financier for the project, moved to
foreclose on it.  The high-profile condominium project, a 50-story
tower was developed by Ira Shapiro and Marc Jacobs.


FLAVIA VIEIRA FERNANDES: Court Rules on Wrongful Forclosure Suit
----------------------------------------------------------------
Flavia A. Vieira Fernandes seeks (i) a determination that the
prepetition foreclosure sale that U.S. Bank, N.A., completed on
her real property was invalid and (ii) relief for claims arising
from the underlying promissory note and mortgage.  At the heart of
the Debtor's complaint are allegations that U.S. Bank was not the
holder of the mortgage on the real property, that if it was the
holder it was obligated to consider alternatives to foreclosure
but did not, and that the mortgage is unenforceable because of
defects in its origination.

U.S. Bank seeks to dismiss as to each of the Amended Complaint's
12 counts.

Bankruptcy Judge Frank J. Bailey granted the bank's motion in part
and denied it in part.  The motion is:

     -- granted as to Counts I (Violation of Duty of Good Faith
        and Reasonable Diligence in Exercise of Power of Sale),
        II (Breach of HAMP Contract), III (Deceit), IIX (sic)
        (RESPA), IX (Intentional Infliction of Emotion Distress),
        and XI (11 U.S.C. Sec. 548(a)(2));

     -- denied as to Counts IV (Unjust Enrichment), VII (Violation
        of G.L. c. 183, Sec. 28C), VIII (Violation of G.L. c.
        183C, the Massachusetts Predatory Home Loan Practices
        Act), and X (Foreclosing Without Power of Sale); and

     -- granted without prejudice to reassertion after completion
        of demand-letter process as to Counts V (Violation of G.L.
        c. 93A and 940 CMR 8.06(1)) and VIII (as to violation 940
        CMR 8.06(15)), provided plaintiff serves a demand letter
        on or before February 4, 2011 and moves to amend on or
        before March 20, 2011.

The case is Flavia A. Vieira Fernandes v. U.S. Bank, N.A., Adv.
Pro. No. 10-1278 (Bankr. D. Mass.).  A copy of the Bankruptcy
Court's January 31, 2011 Memorandum of Decision and Order is
available at http://tinyurl.com/4zwtqj8from Leagle.com.

Flavia A. Vieira Fernandes filed for Chapter 11 bankruptcy (Bankr.
D. Mass. Case No. 10-17925) on July 21, 2010.


FORBCO MANAGEMENT: Case Summary & 23 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Forbco Management Corporation
          dba Sizzler
        27121 Towne Centre Drive, #250
        Foothill Ranch, CA 92610

Bankruptcy Case No.: 11-11428

Chapter 11 Petition Date: January 31, 2011

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

Judge: Robert N. Kwan

Debtor's Counsel: Robert E. Opera, Esq.
                  WINTHROP COUCHOT PROFESSIONAL CORPORATION
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  E-mail: ropera@winthropcouchot.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 23 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-11428.pdf

The petition was signed by Ronald Jeffrey Higgins, president.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Forbco Sizzler Partners L.P.          11-11439            01/31/11
W & J Higgins Investments L.P.        11-11442            01/31/11
L & G Restaurants, LLC                11-11444            01/31/11


FORBCO SIZZLER: Case Summary & 25 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Forbco Sizzler Partners, L.P.
          dba Sizzler
        27121 Towne Centre Drive, #250
        Foothill Ranch, CA 92610

Bankruptcy Case No.: 11-11439

Chapter 11 Petition Date: January 31, 2011

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

Debtor's Counsel: Robert E. Opera, Esq.
                  WINTHROP COUCHOT PROFESSIONAL CORPORATION
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  E-mail: ropera@winthropcouchot.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 25 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-11439.pdf

The petition was signed by Ronald Jeffrey Higgins, power of
attorney.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Forbco Management Corp.               11-11428            01/31/11
W & J Higgins Investments L.P.        11-11442            01/31/11
L & G Restaurants, LLC                11-11444            01/31/11


FORD MOTOR: S&P Raises Corporate Credit Rating to 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Ford Motor Co. and Ford Motor Credit Co. LLC to
'BB-' from 'B+'.  S&P also raised the counterparty credit rating
on FCE Bank PLC (Ford Credit's European bank) to 'BB' from 'BB-',
maintaining the one-notch rating differential between FCE and its
parent.  S&P also raised ratings on other Ford-related entities
consistent with the rating action on the parent.  The rating
outlook on all entities is positive.

At the same time, S&P raised the issue-level rating on Ford's
senior secured debt issues to 'BB+' from 'BB'.  The recovery
rating on this debt is '1', indicating S&P's expectation that
lenders would receive very high (90% to 100%) recovery in the
event of a payment default.  S&P also raised the issue-level
rating on Ford's unsecured debt to 'B+' from 'B'.  The recovery
rating on this debt is '5', indicating S&P's expectation that
lenders would receive modest (10% to 30%) recovery.

"The upgrade reflects S&P's reassessment of Ford's business risk
profile to fair from weak, and its financial risk profile to
significant from aggressive," said Standard & Poor's credit
analyst Robert Schulz.  "Under S&P's criteria, the combination of
these profiles is consistent with a 'BB-' corporate credit
rating," Mr. Schulz added.  "The positive outlook reflects its
view that there is at least a one-in-three chance that S&P could
raise Ford's corporate credit rating during the next 12 months."

S&P believes the company's automotive operations in North America
will remain profitable with industry light-vehicle sales at or
above current levels (i.e., more than 11 million units).  S&P also
believe Ford has good prospects for generating at least as much
cash flow from its automotive operations after separation payments
in 2011 as in 2010, as the key U.S. auto market gradually
recovers.  But S&P also notes that cash flow will be sensitive to
developing headwinds -- including commodity prices and other cost
increases.  S&P believes Ford has at least stabilized its U.S.
market share; some further share gains are possible over time.

Still, S&P believes underlying business risks remain high, most
notably:

* Exposure to a potentially weak recovery in vehicle demand in key
  global markets, and, in particular, very competitive conditions
  in Europe;

* The eventual return to more typical levels of industry
  volatility in sales and production;

* Still-high dependence on light trucks, and full-size pickups in
  particular, for profitability in North America, despite Ford's
  well received new car introductions; and

* Substantial execution risk of its ongoing repositioning and
  expansion; for example in China where its market share in
  minimal.

S&P expects Ford's financial results to remain highly sensitive to
future industry sales and product mix, actions by competitors, and
other factors such as higher raw material costs or fuel prices
that are beyond its direct control.

The outlook is positive.  S&P could raise the rating during the
next year if, among other things, the gradual improvement in
light-vehicle sales continues in most global markets, especially
in North America, and Ford's prospects for generating free cash
flow and profits in its automotive manufacturing business continue
to solidify.  For example, S&P could consider raising the rating
if S&P believed its global cash generation from automotive
operations during the next year exceeded $4 billion (roughly
equivalent to 12% of S&P's estimate of adjusted automotive debt in
2011).  Other important positive rating considerations would be if
Ford can sustain its pretax automotive profit margin in North
America in the upper-single-digit percentage area and in the mid-
single digit area in total for automotive; resolve its 2011 U.S.
labor contract negotiations adequately and remain profitable in
Europe, or at least avoid large losses.  Finally, S&P would need
to believe that Fords' execution of its plans to expand in
important markets such as China were on track

S&P could revise the outlook to stable if adverse competitive
developments (for example, overproduction, excess inventory,
increased incentives, or unfavorable shifts in customer demand)
reduced the prospects for profitable and substantial cash-positive
results in 2011, or if the company were to use a substantial
amount of cash in its automotive operations in any quarter.


FORD MOTOR: Sued in London Over Pension Losses at Visteon UK
------------------------------------------------------------
Unite, Britain's biggest union, lodged a claim in the high court
in London on January 28 against Ford Motor Company over the
pension rights of staff who transferred to Visteon UK and
subsequently lost their jobs and some of their pensions after
Visteon UK went into administration in 2009.

Unite's lawyers are seeking compensation from the company for
allegedly providing 'misleading' advice to Ford workers who
transferred to Visteon UK.  According to the union, when Visteon
went into administration in 2009 the company had a GBP350 million
black hole in its pension scheme, and Unite alleges that Ford is
liable for this shortfall.

Workers were transferred from Ford to Visteon UK in May 2000.
Broadly, workers had to decide whether to leave their accrued
pension benefits in the Ford pension scheme, or to transfer them
to the Visteon pension scheme.  Unite believes the information
that Ford provided to these workers in order to assist them in
deciding whether or not to transfer their accrued pensions
benefits was misleading.

Unite maintains that the information provided led the workers to
believe that, if they transferred their Ford benefits to the
Visteon UK pension scheme their pensions would be secure.  In
2009, 610 workers lost their jobs and some of their pension when
Visteon UK went into administration.

As it is, they will get only PPF (pension protection fund) level
benefits for any accrued Ford pension rights that they
transferred. They will only get PPF level benefits for their
accrued VUKPP (Visteon United Kingdom pension plan) pension
rights.

Unite's national officer, Roger Maddison said, "The fight for
pensions' justice begins in the high court.  Unite believes Ford
has a legal and a moral obligation to the thousands of ex
employees who paid into its pension scheme all their working lives
believing this would provide a financially secure pension in
retirement.

"Ford has announced $8 billion in profits, it will take a fraction
of this to give the men and women who lost part of their pensions
justice.

"Hundreds of workers, many of them close to retirement, were
sacked at very short notice and lost large parts of their
pensions.  We believe Ford misled many of these workers leading
them to believe their pensions were safe with Visteon.  Ford
failed to clearly set out the risks associated with transferring
the assets staff had built up with Ford -- now many of these
workers face vastly reduced pensions."

Unite was formed by a merger between two of Britain's' leading
unions, the T&G and Amicus.  It was created to meet the great
challenges facing working people in the 21st century and is a
democratic and campaigning union which fights back for employees
in the workplace, is taking trade unionism out to the millions of
unorganized workers, is a union that stands up for equality for
all and advances its members interests politically.  Unite is also
active on a global scale building ever stronger links with trade
unions around the world to confront the challenges of the
globalized economy.

                         About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represented the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, served as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor were Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent was Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor was Alvarez & Marsal North America,
LLC.

Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware entered an order on August 31, 2010,
confirming the Fifth Amended Plan of Reorganization of Visteon
Corporation and its debtor-affiliates.  Visteon emerged from
Chapter 11 on October 1.

                           *     *     *

In December 2010, Standard & Poor's Ratings Services assigned its
'B+' corporate credit rating on reorganized Visteon.  Moody's
Investors Service gave Visteon Corporate Family and Probability of
Default Ratings of 'B1'.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The Company provides financial
services through Ford Motor Credit Company.

Ford Motor's balance sheet at Sept. 30, 2010, showed
$177.07 billion in total assets, $178.81 billion in total
liabilities, and a stockholders' deficit of $1.77 billion.

                           *     *     *


At the end of January 2011, Fitch Ratings upgraded the Issuer
Default Ratings for Ford Motor Company and its Ford Motor Credit
Company LLC captive finance subsidiary to 'BB' from 'BB-'.  The
Rating Outlook for both Ford and Ford Credit is Positive.  Fitch
said Ford's ratings reflect its continued strong financial
performance and the substantial debt reduction accomplished in the
fourth quarter of 2010, both of which outperformed Fitch's
previous expectations.

Moody's Investors Service affirmed the ratings of Ford Motor
Company and Ford Motor Credit Company and changed the rating
outlook to positive from stable.  These ratings include for Ford:
Corporate Family Rating and Probability of Default Rating (PDR) --
Ba2; senior unsecured -- Ba3; secured credit facility -- Baa3; and
Speculative Grade Liquidity rating -- SGL-2; and for Ford Credit:
CFR and senior unsecured -- Ba2.


GEORGES MARCIANO: Order for Relief Entered Against Guess? Founder
-----------------------------------------------------------------
WestLaw reports that a bankruptcy judge in California, presented
with an issue of first impression in the Ninth Circuit, held that
the claims of creditors filing an involuntary Chapter 11 petition
against the debtor were not subject to any "bona fide dispute,"
where the claims were supported by unstayed state court judgments.
The mere fact that the judgments were entered for the putative
debtor's discovery abuses and were the subject of a pending appeal
did not serve to create any "bona fide dispute" regarding these
judgment debts.  The judge disagreed with a contrary Fourth
Circuit decision.  In re Marciano, --- B.R. ----, 2010 WL 5644911
(Bankr. C.D. Cal.) (Kaufman, J.).

A copy of the Honorable Victoria S. Kaufman's Memorandum Decision
dated Dec. 28, 2010, is available at http://is.gd/oSDP0yat no
charge.

As reported in the Troubled Company Reporter on Oct. 30, 2009,
three of the five former employees of Georges Marciano who won a
$370 million libel judgment against him in July 2009 filed an
involuntary chapter 11 bankruptcy petition (Bankr. C.D. Calif.
Case No. 09-39630) against the Guess Inc. co-founder on Oct. 27
2009.  Mr. Marciano challenged the involuntary petition for 14
months, and Judge Kaufman entered an order for relief against Mr.
Marciano on Dec. 29, 2010.

Georges Marciano is represented by:

         Daniel J. McCarthy, Esq.
         Hill, Farrer & Burrill LLP
         300 South Grand Avenue, 37th Floor
         Los Angeles, CA 90071-3147
         Telephone: (213) 620-0460
         E-mail: dmccarthy@hillfarrer.com

The Petitioning Creditors -- Joseph Fahs, Steven Chapnick, and
Elizabeth Tagle -- are represented by:

         Bradley E. Brook, Esq.
         Law Offices of Bradley E. Brook
         11500 W. Olympic Blvd., Suite 400
         Los Angeles, CA 90064
         Telephone: (310) 839-2004
         E-mail: admin@bbrooklaw.com

An Ad Hoc Committee of Unsecured Creditors is represented by:

         Peter A. Davidson, Esq.
         Ervin Cohen & Jessup LLP
         9401 Wilshire Boulevard, 9th Floor
         Beverly Hills, CA 90212-2974
         Telephone: (310) 273-6333
         E-mail: pdavidson@ecjlaw.com


GENCORP INC: S&P Raises Subordinated Debt Rating to 'CCC+'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its CCR
on GenCorp Inc. to 'B' from 'B-'.  S&P also raised its rating on
the company's first-lien secured debt to 'BB-' from 'B+' and on
the subordinated debt to 'CCC+' from 'CCC'.  The recovery rating
on the first-lien secured debt remains unchanged at '1', and the
recovery rating on the subordinated debt remains unchanged at '6'.
The outlook is stable.

"We are raising its ratings on GenCorp by one notch to reflect the
company's improved liquidity position," said Standard & Poor's
credit analyst Lisa Jenkins.  "The ratings on GenCorp reflect its
highly leveraged capital structure, weak financial performance,
limited diversity, and modest scale of operations compared with
competitors.  Offsetting these challenges to some extent is the
company's good niche positions in aerospace propulsion and solid
backlog.  S&P characterize GenCorp Inc.'s business profile as weak
and its financial profile as highly leveraged."

Financially, the company's performance remains weak, since higher
pension expense and remediation costs are offsetting more
favorable contract performance.  Its aerospace and defense
segment, which accounts for almost all revenues, is a major
provider of solid and liquid propulsion for missiles and space
launch vehicles.  Although it's a distant second in terms of
market share, it's an important provider of products for many
defense and NASA programs.  Slowing defense budget growth could
affect some of the unit's programs related to missile defense, and
there is uncertainty regarding the long-term funding of manned
space programs.  Still, the company's funded backlog of about
$804 million as of Nov. 30, 2010 (fiscal year-end) indicates that
the near-term outlook for the company remains healthy.  However,
as funding levels fluctuate over time, the company's mix of
revenues could change.  GenCorp has intensified its focus on
improving operating efficiency, and S&P believes this will help
contract performance over the next few years.  However, retirement
benefit costs will remain high over the coming year or so, which
will mask some of the operating efficiency gains.

The outlook is stable.  GenCorp's liquidity has improved over the
past year and is no longer a limiting factor for the rating.
"Given the current liquidity position, S&P doesn't expect to lower
the rating over the coming year, but S&P could do so if higher-
than-expected costs related to retirement benefits or
environmental remediation lead to a material weakening in
liquidity," Ms. Jenkins continued.  "We also don't expect to raise
the ratings over the coming year, given the company's continuing
weak credit metrics, however, S&P could do so if operating
performance improves more than S&P expects, leading to debt to
EBITDA falling below 4.5x on a sustained basis."


GENERAL EMPLOYMENT: Gets Add'l Deficiency Letter from NYSE Amex
---------------------------------------------------------------
General Employment Enterprises, Inc. disclosed that on January 27,
2011, the Company received an additional deficiency letter from
NYSE Amex LLC indicating that, based on a review of publicly
available information, the Company is not in compliance with
Section 1003(a)(ii) of the NYSE Amex Company Guide because it had
stockholders' equity of less than $4,000,000 and losses from
continuing operations and net losses in three out of its four most
recent fiscal years.

As previously announced by the Company, the Company received a
deficiency letter from the Exchange on June 17, 2010 indicating
that the Company was not in compliance with Section 1003(a)(i) of
the Company Guide because it had stockholders' equity of less than
$2,000,000 and losses from continued operations and net losses in
two out of its three most recent fiscal years.

The Company was afforded the opportunity to submit a specific plan
to achieve and sustain compliance with the Exchange's continued
listing requirements, and on July 14, 2010, August 17, 2010,
August 19, 2010, August 26, 2010, September 8, 2010 and
September 13, 2010, the Company presented its plan and supporting
documentation to the Exchange.  The Company received notice from
Exchange staff on September 24, 2010 indicating that the Exchange
accepted the Plan and granted an extension until December 16, 2011
for the Company to regain compliance with the continued listing
standards.  The Company has continued its listing during the
extension period, during which time the Company has been subject
to periodic review by Exchange staff.

At this time, the Company is not required to submit an additional
plan of compliance in connection with the deficiency identified in
the January 27, 2011 letter because the Plan, as accepted by the
Exchange, demonstrates the Company's ability to regain compliance
with Section 1003(a)(ii) of the Company Guide.  The Company is
required, however, to submit a written update to the Exchange by
no later than February 3, 2011 detailing the current status of the
initiatives outlined in the Plan.  The Company also has the option
to supplement the Plan by no later than February 28, 2011 to
address how it intends to regain compliance with Section
1003(a)(ii) of the Company Guide.  The Company currently intends
to prepare and submit a written update to the Exchange detailing
the current status of the initiatives outlined in the Plan within
the time frame required by the Exchange.

If the Company is not in compliance with all of the Exchange's
continued listing standards within the required time period or
does not make progress consistent with the Plan during the
extension period, the Exchange staff will initiate delisting
proceedings as appropriate.  The Company may appeal an Exchange
staff determination to initiate delisting proceedings in
accordance with Section 1010 and Part 12 of the Company Guide.
There can be no assurance that the Company will be able to
successfully implement the Plan and return to compliance with the
Exchange's continued listing standards within the required time
period.

                       About General Employment

General Employment provides the following distinctive services:
(a) placement services (b) temporary professional staffing
services in the fields of information technology, engineering, &
accounting and (c) temporary staffing in the light industrial and
agricultural industry.


GENERAL MOTORS: S&P Revises Outlook to Positive, Holds BB- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Detroit-based General Motors Co. to positive from stable and
affirmed its 'BB-' corporate credit rating on the company.

"The outlook revision reflects GM's consistent operating
performance in North America in 2010, which led us to revise its
business risk assessment to fair from weak," said Standard &
Poor's credit analyst Robert Schulz.  S&P now believes there is at
least a one-in-three chance that S&P could raise the corporate
credit rating on GM during the next 12 months.

The rating on GM reflects, among other factors:

* Standard & Poor's Ratings Services' expectation that GM can
  sustain its return to profitability in North America, even if
  EBIT margins do not improve significantly compared with 2010;

* The contribution from GM's strong presence shares in the growth
  markets of China (No. 1 market share) and Brazil (No. 3),
  where S&P expects sales to remain vibrant although potentially
  volatile;

* S&P's view that GM will continue to generate positive free
  operating cash flow (before any large voluntary pension
  contributions) in its global automotive operations;

* S&P's assumption that GM will use a portion of its substantial
  cash balances to address its massive unfunded global pension
  liabilities (underfunded in the U.S. by $17.1 billion as of the
  end of 2009; the majority of GM's non-U.S. pension liabilities
  are not subject to funding requirements); and

* The company's stand-alone credit profile, as S&P does not expect
  any extraordinary intervention from the U.S. Treasury.

The rating was not affected by the company's initial public stock
offering in late 2010 as common stock proceeds went to existing
shareholders.

The outlook is positive, reflecting its view that there is at
least a one-in-three chance that S&P could raise the corporate
credit rating on GM in the next 12 months.  S&P could raise the
rating if, among other things, the gradual improvement in light-
vehicle demand continues in most global markets and GM's prospects
for generating free cash flow and profits in its automotive
manufacturing business continue to solidify.  For example, S&P
could consider raising the rating if S&P believed its funds from
operations to adjusted debt would move toward 25% in 2011 and
above in 2012.  This would likely require a continued gradual
economic recovery.  Other positive rating considerations would be
if GM can sustain its pretax automotive profit margin in North
America in the upper-single-digit percentage area, resolve its
U.S. labor contract negotiations adequately, and further
demonstrate an ability to operate successfully with the evolving
competitive structure of the global auto industry, including
reaching profitability in Europe.

S&P could revise the outlook to stable, or lower the rating if
adverse economic or competitive developments (for example,
overproduction, excess inventory, increased incentives, or
unfavorable shifts in customer demand) reduced the prospects for
profitable and cash-positive results in 2010 or 2011, or if the
company were to use a substantial amount of cash in its automotive
operations in any quarter.


GEO GROUP: Moody's Assigns 'B1' Rating to $250 Mil. Debt
--------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
senior unsecured debt issuance of approximately US$250 million.
Concurrently, Moody's affirmed the GEO Group's corporate family
rating at Ba3, senior secured rating at Ba3, and senior unsecured
rating at B1.  The rating outlook is stable.

                        Ratings Rationale

The new notes will mature on February 2021, and will rank pari
passu with any other unsecured debt and will be guaranteed by
all of the company's restricted subsidiaries that guarantee the
credit facility.  Proceeds from this offering will be used to
partially fund GEO's proposed acquisition of BI Incorporated for
$415 million.  A consortium of banks have provided the balance of
the purchase price which will be used to finance the all-cash
transaction expected to close later in February 2011.

B.I. Inc. or Behavioral Intervention, Inc., is the largest
provider of electronic monitoring services contracting with 900
state, local and federal clients.  BI also provides community-
based re-entry services for approximately 1,700 parolees in 26
locations.  Additionally, BI is the sole provider of monitoring
and supervision services for U.S. Immigration and Customs
Enforcement through the Intensive Supervision and Appearance
Program.  ISAP supervises non-criminal aliens who are required to
comply with ICE's Executive Office of Immigration Review court
process.

Moody's notes the business segments of BI expands GEO's operating
platform, further diversifying the company's revenues and provides
a hedge against GEO's core business risk, which relates to
government budgetary constraints leading to potentially reduced
incarceration rates.

GEO has significantly grown the company over the years through
acquisitions and development, adding size and diversity to its
platform.  As a result of growing revenues, all-in fixed charge
coverage has also improved to 2.1x as of 3Q10 from 1.8x at YE09.
All-in fixed charge coverage is defined as EBITDAR/ interest
expense including capitalized interest, plus income taxes,
principal amortization, capital leases and rent expense.  The
acquisition is a fully leveraged transaction which raises
leverage, however, thus diminishing the company's cushion in its
current rating and outlook.  Moody's expects GEO to bring leverage
and coverage metrics closer to pre-acquisition levels over time.
GEO's operating margins measure only 17.5% as of 3Q10 and secured
debt is considered high at 31% of gross assets.  Margins and
secured debt levels are expected to improve with the acquisition
of BI and the proposed financing.

Moody's would likely upgrade GEO should the firm successfully
integrate BI as well as its recent acquisition of Cornell
Companies; sustained EBITDAR/fully loaded fixed charge coverage in
excess of 1.5X, gross operating margins closer to 20% and reduce
secured debt approaching 25% of gross assets.  A downgrade would
occur should GEO experience any difficulties integrating the
companies; coupled with net debt to EBITDA above 6X, sustain
secured debt to gross assets above 40%, or experience a stall in
revenue growth due to major client loss.

Moody's last rating action with respect to GEO was on August 18,
2010 when Moody's confirmed GEO ratings following the August 12,
2010 announcement by The GEO Group, Inc. and Cornell Companies,
Inc. that the two private correctional companies have closed on
their merger announced in April 2010.  The outlook was stable.

The GEO Group, Inc., is based in Boca Raton, Florida, USA and is a
provider of government-outsourced services specializing in the
management of correctional, detention and residential treatment
services to Federal, State and local governments in the United
States, Australia, the United Kingdom, South Africa, and Canada.
GEO's operations include the management and/or ownership of
approximately 81,000 beds at 118 correctional, detention and
residential treatment facilities, including projects under
development.

This rating was assigned with a stable outlook:

* GEO Group, Inc. -- $250 million senior unsecured notes at B1

These ratings are affirmed with a stable outlook:

* GEO Group, Inc. -- Ba3 senior secured; B1 senior unsecured; Ba3
  corporate family.


GEO GROUP: S&P Affirms Corp. Credit Rating at 'B+'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
corporate credit rating on Boca Raton, Fla.-based The GEO Group at
'B+'.  The rating outlook is stable.

"In addition, S&P affirmed its issue-level ratings on the
company's amended $1 billion bank credit facility at 'BB'; the
amended bank credit facility increases the revolving credit
facility due in August 2015 to $500 million from $400 million,"
said Standard & Poor's credit analyst Brian Milligan.  The company
is issuing $150 million in term loan A-2 debt due in August 2015.
The term loan A due in August 2015 remains at $150 million.  The
term loan B due in August 2016 remains at $200 million.  The
recovery ratings on the amended bank credit facility are '1',
indicating S&P's expectation of very high (90% to 100%) recovery
for debtholders in the event of a payment default.

At the same time, S&P affirmed its issue-level rating on the
company's $250 million senior unsecured notes due August 2017 at
'B+'.  S&P is assigning a 'B+' issue-level rating to the company's
proposed issuance of $250 million of senior unsecured notes due
February 2021.  Both senior unsecured notes recovery ratings are
'4', indicating S&P's expectation of average (30% to 50%) recovery
for debtholders in the event of a payment default.

The company intends to use the debt proceeds to help fund the
acquisition of BI, Inc. and pay transaction-related expenses.  Pro
forma for the proposed amendment, S&P estimates GEO will have
about $1.5 billion in debt outstanding, a portion of which is non-
recourse.


GREAT ATLANTIC & PACIFIC: N. Providence Wants Lease Honored
-----------------------------------------------------------
N. Providence LLC has filed a motion to compel The Great Atlantic
& Pacific Tea Company Inc. to comply with the terms of their
lease contract until the company decides to assume the lease.

The move came after A&P allegedly refused to pay its rent to N.
Providence under the lease until N. Providence pays the company a
$1.9 million construction allowance, which they agreed N.
Providence was to obtain from a loan refinancing.

UBS previously committed to provide a $20 million loan to N.
Providence but eventually refused to close the loan after A&P
filed for bankruptcy protection.  UBS had said it won't extend
the loan until A&P formally assumes the lease contract.

A&P has brushed off N. Providence's request for the company to
assume the lease and said that it will not act until it is
statutorily required to do so, counsel for N. Providence, Richard
Trenk, Esq., at Trenk, Dipasquale, Webster, Della Fera & Sodono
P.C., in West Orange, New Jersey -- rtrenk@trenklawfirm.com --
relates.

Mr. Trenk said that A&P's noncompliance with the lease contract
left N. Providence in a "state of financial purgatory."

"[N. Providence] is receiving no rent, CAM charges or tax
payments from A&P," Mr. Trenk said.  He also expressed concern
that the landlord may lose its $20 million loan commitment from
UBS if A&P is given additional time to decide to assume the lease
contract.

"Even if the commitment is held open, market conditions expose
[N. Providence] to unreasonable risks or rate increases that will
create an unreasonable burden for the term of the UBS loan," Mr.
Trenk further said.

A&P is currently in default under the lease for failing to pay
$64,000 in real-estate taxes and for allowing mechanics' liens to
be filed by contractors against the property for unpaid services,
according to Mr. Trenk.

The Court will hold a hearing on February 2, 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).


HARRISBURG, PA: Council Members Refuse Meeting With Advisers
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a majority of Harrisburg
city council members is refusing to meet privately with
consultants hired by Pennsylvania officials to draft a recovery
plan for the distressed capital city, saying the introductory
sessions should be open to the public.

According to the report, the move illustrates the lack of
political unity that has hampered Harrisburg's ability to address
its fiscal problems, which threaten to tip the city of 47,000 into
bankruptcy.

In a joint statement, four on the seven-member board said they
declined to meet Tuesday with the team of consultants because the
sessions were private, the report notes.

"I believe that it is concerning that the coordinators wish to
have meetings outside the view of the public, especially the
initial one," DBR quoted Councilwoman Eugenia Smith as saying.
"Actions like these could lead to suspicion by the public." The
consultants invited council members to meet in groups of two and
three, the statement said, the report adds.

                 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.


HOTEL ABILENE: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hotel Abilene LLC
        P.O. Box 2257
        Bothell, WA 98041

Bankruptcy Case No.: 11-40591

Chapter 11 Petition Date: January 31, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

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

Scheduled Assets: $2,200,000

Scheduled Debts: $1,846,982

A list of the Company's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb11-40591.pdf

The petition was signed by Bryon Moeller, president.


HOVNANIAN ENTERPRISES: Fitch Assigns 'C/RR6' to $150 Mil. Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'C/RR6' rating to Hovnanian
Enterprises, Inc.'s proposed offering of $150 million of senior
unsecured notes due 2015.  The issue will be ranked on a pari
passu basis with all other senior unsecured debt.

In addition to the proposed senior unsecured notes offering, the
company has also announced the commencement of registered
underwritten public offerings of common stock and tangible equity
units.  The offerings are anticipated to consist of the issuance
of $50 million of HOV's common stock and $75 million of tangible
equity units.  The company intends to use the net proceeds from
the debt and equity offerings to fund the cash tender offer for
its 8% senior notes due 2012 ($35.5 million outstanding), 8 7/8%
senior subordinated notes due 2012 ($66.6 million) and 7 3/4%
senior subordinated notes due 2013 ($53.5 million).  If the
company is successful in repurchasing these notes, HOV will not
have any major debt maturities until 2014, when $84 million of
senior notes become due.  Nevertheless, the company will continue
to have a substantial debt position and high leverage following
these transactions.

Fitch currently rates HOV:

  -- Issuer Default Rating 'CCC';
  -- Senior secured notes 'B-/RR3';
  -- Senior secured notes (third lien) 'C/RR6';
  -- Senior unsecured notes 'C/RR6';
  -- Senior subordinated notes 'C/RR6';
  -- Series A perpetual preferred stock 'C/RR6'.

The Rating Outlook is Negative.

Fitch's Recovery Rating of 'RR3' on HOV's senior secured notes
indicates good recovery prospects for holders of these debt
issues.  The 'RR6' on HOV's senior secured (third lien), senior
unsecured notes, senior subordinated notes and preferred stock
indicates poor recovery prospects in a default scenario.  HOV's
exposure to claims made pursuant to performance bonds and the
possibility that part of these contingent liabilities would have a
claim against the company's assets were considered in determining
the recovery for the unsecured debt holders.  Fitch applied a
liquidation value analysis for these RRs.

The rating for HOV is influenced by the company's execution of its
business model, land policies and geographic, price point and
product line diversity as well as its liquidity position.  While
Fitch expects somewhat better prospects for the housing industry
this year, the Rating Outlook for HOV remains Negative given the
challenges still facing the housing market, which are likely to
meaningfully moderate the early stages of this recovery, and the
company's still substantial debt position and high leverage.

Over the past year, HOV has lowered its absolute debt levels
through the repurchase of debt in open market transactions and
cash tender offers.  Total homebuilding debt declined from $2.6
billion at Oct. 31, 2008 to $1.6 billion at Oct. 31, 2010.  The
company had $359.1 million of unrestricted homebuilding cash at
Oct. 31, 2010.  While the proposed debt and equity offerings will
enhance the company's liquidity position, Fitch is somewhat
concerned that the company is willing to lower its cash levels to
between $200 million and $275 million to take advantage of land
acquisition opportunities.  Given that the company terminated its
revolving credit facility during the fourth quarter of 2009, Fitch
believes that it is prudent to maintain a consistently higher
level of cash and equivalents, especially in these still uncertain
times.

At Oct. 31, 2010, the company controlled 34,272 lots (including
unconsolidated joint ventures), of which 51.6% were owned and the
remaining lots controlled through options and joint venture
partnerships.  Based on the latest 12 month closings, HOV
controlled 6.8 years of land and owned roughly 3.7 years of land.

Fitch will continue to monitor broad housing market trends as well
as company-specific activity, such as land and development
spending, general inventory levels, speculative inventory
activity, gross and net new-order activity, debt levels (including
the potential for additional debt repurchases) and especially free
cash flow trends and uses and the company's cash position.


HOWELL UTILITY: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Howell Utility & Excavation, Inc.
        1658 B. Highway 300, Houston, AR 72070
        Little Rock, AR 72204

Bankruptcy Case No.: 11-10568

Chapter 11 Petition Date: January 31, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Andrew L. Clark, Esq.
                  CLARK, BYARLAY & SPARKS
                  620 West Third Street, Suite 100
                  Little Rock, AR 72201
                  Tel: (501) 376-0550 ext. 104
                  Fax: (501) 421-8365
                  E-mail: lawyerclark@msn.com

Scheduled Assets: $700,000

Scheduled Debts: $1,258,386

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/areb11-10568.pdf

The petition was signed by Robert W. Howell, Jr., president.


INTERACTIVE DATA: Refinancing Won't Affect Moody's 'Ba3' Rating
---------------------------------------------------------------
Moody's Investors Service said that Interactive Data Corporation's
proposed refinancing of its senior secured term loan into a
$1.345 billion facility due 2018 does not affect the company's
ratings including the Ba3 rating on the facility, IDCO's B2
Corporate Family Rating or its stable rating outlook, although a
reduction in cash interest expense will improve free cash flow
generation.

Moody's last rating action on IDCO was on June 18, 2010 when the
company was assigned first-time ratings including a B2 CFR and
stable rating outlook in conjunction with its leveraged buy-out by
affiliates of Silver Lake Technology Management L.L.C. and Warburg
Pincus LLC.

IDCO's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside IDCO's core industry and
believes IDCO's ratings are comparable to those of other issuers
with similar credit risk.

IDCO, headquartered in Bedford, Massachusetts, is a provider of
financial market data, analytics and related solutions to
financial institutions and individual investors.  Revenue for the
LTM ended September 2010 was approximately $785 million.


ICEROK LLC: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: ICEROK LLC
        P.O. Box 900310
        Sandy, UT 84090

Bankruptcy Case No.: 11-21109

Chapter 11 Petition Date: January 31, 2011

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Russell S. Walker, Esq.
                  WOODBURY & KESLER
                  265 East 100 South, Suite 300
                  Salt Lake City, UT 84111
                  Tel: (801) 364-1100
                  Fax: (801) 359-2320
                  E-mail: rwalker@wklawpc.com

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

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

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/utb11-21109.pdf

The petition was signed by Austin C. Binks, managing member.


IDEARC INC: E.D. Pa. Ct. Dismisses Shareholders' Suit v. Verizon
----------------------------------------------------------------
Talbot Barnard, et al., v. Verizon Communications, Inc., et al.,
Case No. 10-cv-1304 (E.D. Pa.), arises out of the bankruptcy of
Idearc, Inc., a former subsidiary of Verizon Communications.  The
Plaintiffs are former equity investors in Idearc.  Their interest
in Idearc was extinguished on December 21, 2009, when the
Bankruptcy Court confirmed a reorganization plan pursuant to which
Idearc cancelled its existing common stock.  The Plaintiffs are
all members of an unofficial shareholder group that became known
as the Spencer Ad Hoc Equity Committee, which participated in --
and vehemently objected to -- the terms of the Bankruptcy Court's
reorganization plan.

Idearc became separated from Verizon through a "spin-off"
transaction in 2006.  The Spencer Committee alleges that Idearc's
spin-off and its subsequent bankruptcy were elements of an
"elaborate fraudulent scheme," orchestrated mostly by Verizon,
which unlawfully and without compensation deprived the Committee
members of their Idearc shares.

The Committee further claims that a second defendant, J.P. Morgan
Chase Bank, participated in aspects of the alleged fraudulent
scheme, particularly in its capacity as the administrative and
collateral agent for certain Idearc creditors, to whom new stock
in the company was issued after its bankruptcy.  The reorganized
Idearc now goes by the name of SuperMedia, Inc.

The Committee's Second Amended Complaint sets forth seven claims.
Count I alleges that Verizon violated the Communications Act of
1934, as amended by the Telecommunications Act of 1996, 47 U.S.C.
Sec. 151 et seq.; Counts II and III allege that both Verizon and
JPMC violated Section 10(b) of the Securities Exchange Act of 1934
and Rule 10b-5 promulgated thereunder; Count IV alleges that both
Verizon and JPMC committed common-law fraud; Count V alleges that
JPMC committed conversion; Count VI alleges that both Verizon and
JPMC violated the Committee members' constitutional rights, under
the heading of a Bivens claim; and Count VII "reasserts" three of
the Committee's first six claims under the heading of a
"shareholder direct right of action."

Verizon and JPMC have each filed a Motion to Dismiss the Second
Amended Complaint, which if granted would dispose of all of the
Spencer Committee's claims.

In his January 31, 2011 Memorandum, Judge Gene E. K. Pratter held
that the Spencer Committee's Second Amended Complaint fails to
state any claim against Verizon or JPMC upon which relief can be
granted, and Counts I-VII of the Second Amended Complaint will
therefore be dismissed.  A copy of the decision is available at
http://tinyurl.com/63da53wfrom Leagle.com.

                         About Idearc Inc.

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- formerly known as Directories
Disposition Corporation, provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, their information directory for wireless
subscribers.  Idearc is the exclusive official publisher of
Verizon print directories in the markets in which Verizon is
currently the incumbent local exchange carrier.  Idearc uses the
Verizon brand on their print directories in their incumbent
markets, well as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represented the
Debtors in their restructuring efforts.  The Debtors tapped Moelis
& Company as their investment banker; Kurtzman Carson Consultants
LLC as their claims agent.  William T. Neary, the United States
Trustee for Region 6, appointed six creditors to serve on an
official committee of unsecured creditors of Idearc, Inc., and its
debtor-affiliates.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP,
co-counsel.  The Debtors' financial condition as of Dec. 31, 2008,
showed total assets of $1,815,000,000 and total debts of
$9,515,000,000.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of December 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.


INNKEEPERS USA: LNR Seeks Right to Object to New Proposal
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LNR Securities Holdings LLC and the trusts holding
$160 million in secured claims filed papers on Jan. 25 asking the
bankruptcy judge to declare that they have the right to appear in
court and oppose the new reorganization structure proposed for
Innkeepers USA Trust.

According to the report, LNR and the trusts say they oppose how
the mortgages will be reduced in amount and altered.  As a result,
they contend they have a pecuniary interest that allows them to be
heard in court.  Since Five Mile Capital Partners LLC, according
to the motion, holds a controlling amount of the $825 million in
mortgages and is also a principal beneficiary of the
reorganization, they want to ensure they can oppose.

LNR holds some of the $825 million in fixed-rate mortgages on 45
properties where Midland Loan Services Inc. is acting as servicer.

                       Five Mile-Lehman Plan

As reported in the Jan. 25, 2011 edition of the Troubled Company
Reporter, U.S. Bankruptcy Judge Shelley C. Chapman is convening
hearings on March 8 and 9 to consider approval of agreements
outlining a reorganization structure for Innkeepers USA Trust.

At the hearing, Judge Chapman will also consider approval of an
auction process to test whether anyone will top the stalking-horse
bid by Five Mile Capital Partners and Lehman Ali Inc. to bankroll
Innkeepers' exit and turn the Company over to creditors.

Pursuant to the timetable, preliminary, non-binding, objections to
the Five Mile-Lehman proposal are due Jan. 26.  Deposition notices
must be served by Jan. 27.  Documents must be produced by Feb. 8,
with examinations of witnesses under oath from Feb. 9 to 18.
Final objections are due Feb. 25, with replies by March 3.

As reported in the Jan. 19 edition of the Troubled Company
Reporter, according to Bill Rochelle, the bankruptcy columnist for
Bloomberg News, the Lehman Ali and Five Mile-sponsored Plan will
reduce debt by $400 million.  Mr. Rochelle relates that under the
Plan:

   * Five Mile and Lehman Ali, together will provide
     $174.1 million of equity capital and convert $200.3 million
     of debt into equity.  Five Mile is the provider of
     $53 million in secured financing for the Chapter 11 case, and
     Lehman is the holder of $238 million in floating-rate
     mortgages on 20 of Innkeepers' 72 properties.

   * Midland Loan Services Inc., as servicer for $825 million of
     fixed-rate mortgage debt on 45 properties, will emerge from
     Chapter 11 with mortgages for $622.5 million on revised
     terms.

   * Lehman is to receive 50% of the new equity plus $26.2 million
     cash in exchange for all its debt.  The $70.5 million in
     secured loans for the Chapter 11 case will be paid in full.
     Midland is supplying debt financing for Lehman's commitment.

   * Unsecured creditors are being offered $2.5 million cash if
     the class votes for the plan.  Secured lenders' deficiency
     claims will not participate in the distribution to unsecured
     creditors.  Also, preference suits against unsecured
     creditors will be waived.

   * Holders of the 8% preferred stock are offered $5.9 million
     cash plus the right to be co-investors for 2% of the new
     equity.

   * Holders of mortgages on 69 of 72 properties will be paid in
     full or have the mortgages modified consensually.

Lehman Ali is a subsidiary of Lehman Brothers Holdings Inc.

                     About Innkeepers USA Trust

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

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

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and 91 affiliates filed for Chapter 11 on
July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).  Paul M. Basta,
Esq., at Kirkland & Ellis LLP, in New York; Anup Sathy, P.C.,
Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in Chicago; and
Daniel T. Donovan, Esq., at Kirkland & Ellis in Washington, DC,
serve as counsel to the Debtors.  AlixPartners is the
restructuring advisor and Marc A. Beilinson is the chief
restructuring officer.  Moelis & Company is the financial advisor.
Omni Management Group, LLC, is the claims and notice agent.
Attorneys at Morrison & Foerster, LLP, represent the Official
Committee of Unsecured Creditors.

The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


IQOR US: Moody's Rates $75MM Last-Out Term Loan B at 'Caa2'
-----------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and a B3 Probability of Default Rating to iQor US Inc., a wholly-
owned subsidiary of iQor Holdings Inc.  Moody's also assigned a B2
rating to the company's $200 million first-out senior secured term
loan A and a Caa2 rating to the $75 million last-out term loan B.
The ratings outlook is stable.  This is a first time rating for
the company.

In October 2010, iQor closed on a $275 million secured credit
facility.  The proceeds from the credit facility were used to fund
iQor's acquisition of Receivables Management Services
International Inc. and a recapitalization of its capital
structure.

These ratings (LGD assessments) were assigned:

* Corporate family rating, B3

* Probability of default rating, B3

* $200 million secured first-out term loan A due December 31,
  2015, B2 (LGD3, 34%)

* $75 million secured last-out term loan B due December 31, 2015,
  Caa2 (LGD5, 83%)

                        Ratings Rationale

iQor's B3 corporate family rating reflects high leverage, industry
pressures attributable to a difficult collection environment and
credit contraction by consumers, significant customer
concentration and integration risks related to the RMS
acquisition.  The ratings are supported by potential cost and
efficiency benefits from the integration of RMS and the roll-out
of internally developed technology platforms (TeQ21), balanced
industry diversification of the customer base, and potential
upside if consumer spending and credit availability expand over
the medium term.

The stable outlook anticipates flat sales and moderate Adjusted
EBITDA growth over the next year driven by acquisition synergies
and cost and efficiency benefits from the implementation of
internally developed technology systems.

The ratings could be pressured if revenue and profitability
materially decline due to lower account volumes or declining
collection rates of accounts receivable.  The ratings could be
downgraded if negative free cash flow is expected on a sustained
basis, liquidity materially erodes, or EBITDA less capex coverage
of interest expense is expected to be sustained at less than 1
time.

Upward rating momentum could develop if the company demonstrates
growing revenues and profitability such that interest coverage
(EBITDA less capital expenditures to interest expense) and free
cash flow to debt are expected to be sustained at about 1.8 times
and 5%, respectively.

Headquartered in New York, New York, iQor provides customer care,
customer retention and revenue recovery services to clients in a
range of industries including financial services,
telecommunications and government.  iQor Holdings is owned by
Huntsman Gay Global Capital, Citi Venture Capital International,
Starr International Company and company management.


IQOR HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to iQor Holdings Inc.  S&P has also assigned a 'B' issue-
level rating and '3' recovery rating to its intermediate
subsidiary iQor USA Inc.'s $200 million term loan A, and a 'CCC+'
issue rating and '6' recovery rating to its $75 million second
lien term loan B, with co-issuers Allied Interstate LLC, First
Contact LLC, and Collectech Systems LLC.  The outlook is stable.

The ratings on iQor reflect the operating challenges inherent in
the credit collections business, including intense competition,
low profit margins, and high employee turnover.  While S&P expects
leverage to improve somewhat in 2011 due to cost savings
associated with the RMS acquisition, net free cash flow is
expected to be constrained over the next year due to the near-term
expenditures required for rollout of the company's technology
platform to the bulk of its combined iQor/RMS business in 2011.
As such, S&P could raise the ratings if the company demonstrates
an ability to generate increasing levels of net free cash flow and
improve leverage.


IVEY MANAGEMENT: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ivey Management Corporation
        P.O. Box 111
        The Rock, GA 30285

Bankruptcy Case No.: 11-50274

Chapter 11 Petition Date:

Court: United States Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  KATZ, FLATAU, POPSON AND BOYER, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  E-mail: wjboyer_2000@yahoo.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/gamb11-50274.pdf

The petition was signed by Gregg Ivey.


ISC BUILDING: Committee Taps Conway MacKenzie as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of ISC Building Materials, Inc., asks the U.S. Bankruptcy
Court for the Southern District of Texas for permission to retain
Conway MacKenzie, Inc., as its financial advisors.

CMI will, among other things:

   -- review and analyze all transactions, turnaround strategies,
      or restructuring plans proposed by the Debtor and advise the
      Committee of the economic implications andpotential
      recoveries to creditors of each course of action;

   -- review and analyze of the process followed and strategies
      considered by the Debtor and its advisors to ensure a
      complete and thorough discovery of all possible avenues to
      recover value for the benefit of the estate and its
      creditors;

   -- perform litigation consulting services and expert witness
      testimony regarding confirmation issues, avoidance actions
      or other matters; and

   -- perform other functions as requested by the Committee or its
      counsel to assist the Committee in the Chapter 11 case.

John T. Young, Jr., will provide oversight and engagement
management with a billing rate of $475 per hour.

The hourly rates of the CMI professionals are:

     Senior Managing Directors      $450 - $695
     Managing Directors             $425 - $525
     Directors                      $375 - $450
     Senior Consultants             $275 - $375
     Paraprofessionals              $150 - $200

To the best of the Committees' knowledge, the professionals at CMI
are "disinterested persons" as that term is defined in Section
101(14) of the Bankruptcy Code.

Mr. Young can be reached at:

     John T. Young, Jr.
     Conway MacKenzie
     1301 McKinney Street, Suite 2025
     Houston, Texas 77010
     Tel: (713) 650-0500
     Fax: (713) 650-0502
     E-mail: JYoung@ConwayMacKenzie.com

                      Creditors' Committee

Charles F. McVay, the U.S. Trustee, appointed these entities to
the official committee of unsecured creditors:

1. Chris Ford, financial analyst, interim chairman
   Lumbermen's Merchandising Corporation

2. Daniel Peer
   National Gypsum Company

3. David Fisher, credit manager
   Clarkwestern Building Systems, Inc.

4. Michael Foreman, director of credit
   Prime Source Building Products

5. David Burt, director of credit
   Dietrich Industries, Inc.

6. Thomas Fitzpartick/Susan Delloiacono
   CertainTeed Corporation

7. John Butcher
   Boise Cascade BMDD

Okin Adams & Kilmer LLP represents the Committee.

                      About ISC Building

Dallas, Texas-based ISC Building Materials, Inc. -- fka Insulation
Supply Company; ISC Building Materials, LP; ISC Holdings GP; ISC
GENPAR, LLC; and 1400 West Commerce, LLC -- operates a Building
Materials Distribution and Retail business with locations
throughout Texas including Houston, San Antonio, Austin, Ennis,
Ft. Worth, Dallas, and Tyler.

The Company filed for Chapter 11 bankruptcy protection on July 6,
2010 (Bankr. S.D. Tex. Case No. 10-35732).  Donald L. Wyatt, Esq.,
at Wyatt Legal Services, PLLC, represents the Debtor.  The Company
disclosed $49,478,500 in assets and $12,411,205 in liabilities as
of the Chapter 11 filing.


JAMES F BYRNES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: James F. Byrnes Academy
          dba The Byrnes Schools
        1201 E. Ashby Road
        Florence, SC 29506

Bankruptcy Case No.: 11-00538

Chapter 11 Petition Date: January 31, 2011

Court: U.S. Bankruptcy Court
       District of South Carolina (Columbia)

Judge: John E. Waites

Debtor's Counsel: H. Flynn Griffin, III, Esq.
                  ANDERSON & ASSOCIATES, P.A.
                  P.O. Box 76
                  Columbia, SC 29202-0076
                  Tel: (803) 252-8600
                  Fax: (803)256-0950
                  E-mail: kim@andersonlawfirm.net

Scheduled Assets: $1,128,117

Scheduled Debts: $1,990,290

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/scb11-00538.pdf

The petition was signed by Thomas P. Goodson, president.


K HOVNANIAN: S&P Assigns 'CCC-' Rating to Proposed $150MM Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC-' issue
rating and '6' recovery rating to K. Hovnanian Enterprises Inc.'s
proposed $150 million senior unsecured notes due in 2015.  The
notes will be guaranteed by the company's parent, Hovnanian
Enterprises Inc., and substantially all of its existing and future
restricted subsidiaries.  The new notes will rank equally with the
company's existing senior unsecured notes.

The company plans to use proceeds from the issuance and some cash
to tender for an aggregate $155.6 million principal amount of
existing notes composed of $35.5 million 8.0% senior unsecured
notes due 2012, $66.6 million 8.875% senior subordinated notes due
2012, and $53.5 million 7.75% senior subordinated notes due 2013.
The transaction is debt-for-debt and addresses Hovnanian's near-
term debt maturities.  The company's next meaningful debt
maturities will be in 2015 and 2016, when $202.7 million
(including the new notes) and $1.13 billion of debt mature,
respectively.

Hovnanian also intends to issue $50 million of common equity and
$75 million of tangible equity units ($61.4 million of prepaid
stock and a $13.6 million senior subordinated amortizing note).
The company will use net proceeds from these issuances to bolster
cash ($359 million unrestricted homebuilding cash at Oct. 31,
2010).  While these offerings will boost liquidity temporarily,
S&P expects Hovnanian will use cash to invest in new communities
to drive volume as it strives to return to profitability.  As a
result, S&P does not expect Hovnanian to maintain this level of
cash.

S&P's negative outlook on Hovnanian reflects S&P's view that the
company's liquidity will diminish if it continues investing in new
land while demand remains low and continues generating losses.
S&P would lower its rating on Hovnanian if housing operations
continue to consume cash and the company continues to invest in
land such that unrestricted cash declines below the $150 million-
$200 million range (adjusted from $300 million assuming Hovnanian
addresses near-term maturities via the planned debt tender).  S&P
would consider raising its rating if housing demand strengthens
such that volume grows to support the company becoming
consistently profitable and better positioned to recapitalize its
balance sheet.

                           Rating List

                    Hovnanian Enterprises Inc.

           Corporate credit               CCC+/Negative

                         Rating Assigned

                   K. Hovnanian Enterprises Inc.

              $150 million Senior unsecured    CCC-
                Recovery rating                6


KANG INVESTMENT: Amends List of Largest Unsecured Creditors
-----------------------------------------------------------
Kang Investment, LLC, has filed with the U.S. Bankruptcy Court for
the Western District of Washington an amended list of its largest
unsecured creditors.  In this list, the Debtor disclosed four
largest unsecured creditors.

The Debtor initially disclosed 20 largest unsecured creditors.

   Entity                                             Claim Amount
   ------                                             ------------
Snohomish County
Finance Dept.
3000 Rockerfeller
Ave.
Everett, WA 98201                                        $239,938

Snohomish County
Finance Dept.
3000 Rockerfeller
Ave.
Everett, WA 98201                                         $43,613

Alliance Restoration
SVC., Inc.
18133 NE 68th St #
D150
Redmond, WA
98052-8511                                                $32,626

United Rentals                                            $10,000

Point Roberts, Washington-based Kang Investments, LLC, filed for
Chapter 11 bankruptcy protection on January 25, 2011 (Bankr. W.D.
Wash. Case No. 11-10713).  Larry B. Feinstein, Esq., at Vortman &
Feinstein, serves as bankruptcy counsel.  According to its
schedules, the Debtor disclosed $13,158,371 in total assets and
$10,956,955 in total debts.

Affiliate Parmjit S. Kang filed a separate Chapter 11 petition on
January 25, 2011 (Bankr. W.D. Wash. Case No. 11-10717).


KANG INVESTMENT: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Kang Investment, LLC, has filed with the U.S. Bankruptcy Court for
the Western District of Washington its schedules of assets and
liabilities, disclosing:

  Name of Schedule                       Assets        Liabilities
  ----------------                       ------        -----------
A. Real Property                      $13,123,400
B. Personal Property                      $34,971
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $10,630,778
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $283,551
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                  $42,626
                                      -----------      -----------
      TOTAL                           $13,158,371      $10,956,955

A copy of the schedules is available for free at:

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

Point Roberts, Washington-based Kang Investments, LLC, filed for
Chapter 11 bankruptcy protection on January 25, 2011 (Bankr. W.D.
Wash. Case No. 11-10713).  Larry B. Feinstein, Esq., at Vortman &
Feinstein, serves as bankruptcy counsel.

Affiliate Parmjit S. Kang filed a separate Chapter 11 petition on
January 25, 2011 (Bankr. W.D. Wash. Case No. 11-10717).


KANG INVESTMENT: Section 341(a) Meeting Scheduled for March 2
-------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of Kang
Investment LLC's creditors on March 2, 2011, at 1:00 p.m.  The
meeting will be held at the US Courthouse, Room 4107, 700 Stewart
Street, Seattle, WA 98101.

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.

Point Roberts, Washington-based Kang Investments, LLC, filed for
Chapter 11 bankruptcy protection on January 25, 2011 (Bankr. W.D.
Wash. Case No. 11-10713).  Larry B. Feinstein, Esq., at Vortman &
Feinstein, serves as bankruptcy counsel.  According to its
schedules, the Debtor disclosed $13,158,371 in total assets and
$10,956,955 in total debts.

Affiliate Parmjit S. Kang filed a separate Chapter 11 petition on
January 25, 2011 (Bankr. W.D. Wash. Case No. 11-10717).


KB II LLC: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: KB II, LLC
        825 Seegers Road
        Des Plaines, IL 60016

Bankruptcy Case No.: 11-03848

Chapter 11 Petition Date: January 31, 2011

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: Gregory K. Stern, Esq.
                  GREGORY K. STERN, P.C.
                  53 West Jackson Blvd., Suite 1442
                  Chicago, IL 60604
                  Tel: (312) 427-1558
                  Fax: (312) 427-1289
                  E-mail: gstern1@flash.net

Scheduled Assets: $600,000

Scheduled Debts: $1,555,926

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb11-03848.pdf

The petition was signed by John R. Biebrach, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
KB, LLC                                10-54396   12/08/10


KEMETA LLC: Files for Chapter 7 Liquidation
-------------------------------------------
Dow Jones' DBR Small Cap reports that Kemeta LLC has filed for
Chapter 7 bankruptcy liquidation, according to court papers.

According to DBR, Kemeta was founded in 2007, when entrepreneurs
bought breath-analyzer assets from the Dow Chemical Co., company
materials said.   The report relates that the following year, the
Mesa, Ariz., company completed its first successful clinical
trials.

DBR notes that Dow Chemical holds 13% of Kemeta, according to the
bankruptcy filing.   Catapult BioAccel, an Arizona nonprofit that
funds life sciences companies, also invested in Kemeta, the report
adds.

Kemeta LLC is a company that develops a handheld device that
analyzes the breath in order to track a person's metabolism.


KILEY RANCH: Court Denies Request for Exclusivity Extension & Stay
------------------------------------------------------------------
The Hon. Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada denied Kiley Ranch Communities' request to
extend its exclusive periods to file and solicit acceptances for
the proposed chapter 11 plan, and preserve the automatic stay.

On November 23, 2010, the Debtor asked the Court to extend its
time to file a plan of reorganization to preserve the automatic
stay.  The Debtor has been negotiating with its secured lender,
BB&T, in an attempt to gain approval of a proposed sale of its
real property and evaluating various reorganization options.

Kiley Ranch Communities is a "live-work community" in progress in
the Spanish Springs Valley of Sparks.

Reno, Nevada-based Kiley Ranch Communities filed for Chapter 11
protection on August 26, 2010 (Bankr. D. Nev. Case No. 10-53393).
Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd,
represents the Debtor.  The Company disclosed $70,534,892 in
assets and $59,039,258 in liabilities as of the Petition Date.


KNY, LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: KNY, LLC
          dba Comfort Suites
        920 Mallard Pointe
        Cedar Hill, TX 75104

Bankruptcy Case No.: 11-30785

Chapter 11 Petition Date: January 31, 2011

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  ARTHUR I. UNGERMAN, ESQUIRE
                  One Glen Lakes Tower
                  8140 Walnut Hill Lane, No. 301
                  Dallas, TX 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886
                  E-mail: arthur@arthurungerman.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 Kalpesh Patel, managing member.


KP MILLION: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: KP Million LP
        998 Laguna Drive
        Coppell, TX 75019

Bankruptcy Case No.: 11-30829

Chapter 11 Petition Date: January 31, 2011

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

Judge: Stacey G. Jernigan

Debtor's Counsel: Howard Marc Spector, Esq.
                  SPECTOR & JOHNSON, PLLC
                  12770 Coit Road
                  Banner Place, Suite 1100
                  Dallas, TX 75251
                  Tel: (214) 365-5377
                  Fax: (214) 237-3380
                  E-mail: hspector@spectorjohnson.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 Ki P. Na, president, SP Million, Inc.,
Debtor's general partner.


KRYSTAL KOACH: U.S. Trustee Forms 9-Member Creditors Committee
-------------------------------------------------------------
Frank M. Cadigan, Assistant U.S. Trustee for Region 16, appointed
nine members to the official committee of unsecured creditors in
the Chapter 11 case of Krystal Koach, Inc.

The Creditors Committee members are:

1. ACC Climate Control, Inc.
   Attn: Casey Cummings
   P.O. Box 1905
   Elkhart, IN 46515
   Tel: (974) 264-2190
   Fax: (974) 266-6744

2. Se-Gi Products, Inc.
   Attn: Manuel Espinosa
   1900 Second St.
   Norco, CA 92860
   Tel: (951) 737-8320
   Fax: (951) 737-3786

3. Finish Masters Paint Supplies
   Attn: Jonathan D. Sundheimer
   11 S. Meridian Street
   Indianapolis, IN 46204
   Tel: (317) 231-7319
   Fax: (317) 231-7433

4. Newport Laminates, Inc.
   Attn: Brad Bollman
   3121 W. Central St.
   Santa Ana, CA 92704
   Tel: (714) 545-8335
   Fax: (714) 545-8137

5. Blackhawk Mfg. Inc.
   Attn: Floyd Sanders
   3122 South Riverside Ave.
   Bloomington, CA 92316
   Tel: (909) 874-9962
   Fax: (909) 874-9970

6. Reliance Steel Co.
   Attn: Jim Bradley
   2537 E. 27th St.
   Los Angeles, CA 90058
   Tel: (323) 583-6111
   Fax: (323) 584-5734

7. Freedman Seating Company
   Attn: Lynn Cam
   4545 West Augusta Blvd.
   Chicago, IL 60651
   Tel: (773) 524-2440
   Fax: (773) 252-7450

8. Solomon Winnett & Rosenfield
   Attn: Harold Winnett
   11777 San Vicente Blvd. No. 777
   Los Angeles, CA 90049
   Tel: (310) 207-2595
   Fax: (310) 826-9665

9. JPF Glass Stone
   Jacob Hidalgo
   560 N. Waterman Ave., Unit B
   San Bernardino, CA 92410
   Tel: (909) 888-3444
   Fax: (909) 888-3814

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 Krystal Koach

Orange, California-based Krystal Koach, Inc., dba Krystal
Enterprises, manufactures stretch limousines and customer shuttle
buses in the U.S.  It filed for Chapter 11 bankruptcy protection
on November 19, 2010 (Bankr. C.D. Calif. Case No. 10-26547).  Ron
Bender, Esq., who has an office in Los Angeles, California,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Affiliate Krystal Air, LLC (Bankr. C.D. Calif. Case No. 10-23983)
filed a separate Chapter 11 petition on November 3, 2010.

Ron Bender, Esq., who has an office in Los Angeles, California,
assists the Debtors in their restructuring effort.

The Creditors Committee's financial advisor is Alvarez & Marsal
North America, LLC.  Greenberg Traurig, LLP, represents the
Committee.


KRYSTAL KOACH: Committee Taps Alvarez & Marsal as Fin'l Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Krystal Koach, Inc., asks the U.S. Bankruptcy Court for
the Central District of California for permission to employ
Alvarez & Marsal North America, LLC, as its financial advisor.

A&M will, among other things:

   -- evaluate the terms and conditions in proposed asset purchase
      agreement;

   -- provide evaluation and potential supplement to Debtor
      efforts to market the business and identify alternative
      bidders;

   -- review and evaluate the current financial and operational
      condition of the Debtor, including but not limited to cash
      receipts and disbursement forecasts; and

   -- provide evaluation and consultation in regards to overbid
      proposals as required.

A&M will receive a fixed fee for the initial portion engagement of
$20,000, subject to any interim fee approval and payable in full
upon entry of order granting this application.

The hourly rates of A&M's personnel are:

     Managing Director            $650 - $850
     Director                     $450 - $650
     Associate/Analyst            $250 - $450

Steven Varner, managing director with A&M, assures the Court that
A&M is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                        About Krystal Koach

Orange, California-based Krystal Koach, Inc., dba Krystal
Enterprises, manufactures stretch limousines and customer shuttle
buses in the U.S.  It filed for Chapter 11 bankruptcy protection
on November 19, 2010 (Bankr. C.D. Calif. Case No. 10-26547).  Ron
Bender, Esq., who has an office in Los Angeles, California,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Affiliate Krystal Air, LLC (Bankr. C.D. Calif. Case No. 10-23983)
filed a separate Chapter 11 petition on November 3, 2010.

Ron Bender, Esq., who has an office in Los Angeles, California,
assists the Debtors in their restructuring effort.

The Creditors Committee is represented by Nathan A. Schultz, Esq.,
and Kevin P. Garland, Esq., at Greenberg Traurig, LLP.


KRYSTAL KOACH: Committee Can Hire Greenberg Traurig as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 case of Krystal Koach, Inc., to employ Greenberg
Traurig, LLP as its counsel.

Greenberg Traurig is representing the Committee in the Chapter 11
proceedings.

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

Greenberg Traurig can be reached at:

     Nathan A. Schultz, Esq.
     Kevin P. Garland, Esq.
     GREENBERG TRAURIG, LLP
     2450 Colorado Avenue, Suite 400E
     Santa Monica, CA 90404
     Tel: (310) 586-7700
     Fax: (310) 586-7800
     E-mail: schultzn@gtlaw.com
             garlandk@gtlaw.com

                        About Krystal Koach

Orange, California-based Krystal Koach, Inc., dba Krystal
Enterprises, manufactures stretch limousines and customer shuttle
buses in the U.S.  It filed for Chapter 11 bankruptcy protection
on November 19, 2010 (Bankr. C.D. Calif. Case No. 10-26547).  Ron
Bender, Esq., who has an office in Los Angeles, California,
assists the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Affiliate Krystal Air, LLC (Bankr. C.D. Calif. Case No. 10-23983)
filed a separate Chapter 11 petition on November 3, 2010.

Ron Bender, Esq., who has an office in Los Angeles, California,
assists the Debtors in their restructuring effort.

The Creditors Committee is represented by Nathan A. Schultz, Esq.,
and Kevin P. Garland, Esq., at Greenberg Traurig, LLP.


L & G RESTAURANTS: Case Summary & 25 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: L & G Restaurants, LLC
          dba Sizzler
        27121 Towne Centre Drive, #250
        Foothill Ranch, CA 92610

Bankruptcy Case No.: 11-11444

Chapter 11 Petition Date: January 31, 2011

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

Debtor's Counsel: Robert E. Opera, Esq.
                  WINTHROP COUCHOT PROFESSIONAL CORPORATION
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  E-mail: ropera@winthropcouchot.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 25 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-11444.pdf

The petition was signed by Ronald Jeffrey Higgins, managing
member.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Forbco Sizzler Partners L.P.          11-11439            01/31/11
Forbco Management Corp.               11-11428            01/31/11
W & J Higgins Investments L.P.        11-11442            01/31/11


LA FERIA: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: La Feria B.P. Properties, Ltd
        2809 W. Expressway 83
        La Feria, TX 78056

Bankruptcy Case No.: 11-50025

Chapter 11 Petition Date: January 31, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Laredo)

Judge: Richard S. Schmidt

Debtor's Counsel: Carl Michael Barto, Esq.
                  LAW OFFICE OF CARL M. BARTO
                  817 Guadalupe St.
                  Laredo, TX 78040
                  Tel: (956) 725-7500
                  Fax: (956) 722-6739
                  E-mail: cmblaw@netscorp.net

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 Jaime Closner, manager.


LA SOMBRA: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: La Sombra Apartments, LLC
          aka La Sombra Apartments
        1400 E. Crosby Road
        Carrollton, TX 75006

Bankruptcy Case No.: 11-30762

Chapter 11 Petition Date: January 31, 2011

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Julie C. John, Esq.
                  FORSHEY & PROSTOK, LLP
                  777 Main Street, Suite 1290
                  Ft. Worth, TX 76102
                  Tel: (817) 877-8855
                  E-mail: jjohn@forsheyprostok.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 Eric M. Hill, manager.


LEO DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Leo Development, Inc.
        8915 McPherson Rd. #31
        Laredo, TX 78045

Bankruptcy Case No.: 11-50022

Chapter 11 Petition Date: January 31, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Laredo)

Judge: Richard S. Schmidt

Debtor's Counsel: Adolfo Campero, Jr., Esq.
                  CAMPERO & ASSOCIATES, P.C.
                  315 Calle Del Norte, Suite 207
                  Laredo, TX 78041
                  Tel: (956) 796-0330
                  Fax: (956) 796-0399
                  E-mail: acampero@cblawfirm.net

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 Leocadio Jose Villarreal, president.


LEVEL 3 COMMS: Swaps $294MM Existing Notes With $300MM New Notes
----------------------------------------------------------------
On January 31, 2011, Level 3 Communications, Inc., completed a
private exchange transaction exempt from registration under the
Securities Act of 1933, as amended with an institutional investor.
The exchange transaction was previously announced by the Company
through a press release filed as Exhibit 99.1 to the Company's
Current Report on Form 8-K filed on January 24, 2011.  In the
exchange transaction, the Company exchanged $294,732,000 aggregate
principal amount of the Company's outstanding 9% Convertible
Senior Discount Notes due 2013 held by the Investor for the
issuance by the Company of $300,217,000 aggregate principal amount
of the Company's 11.875% Senior Notes due 2019.  In addition, the
Company paid approximately $6.62 million in cash to the Investor,
such amount representing the accrued and unpaid interest on the
Existing Notes to, but not including, January 31, 2011, less the
accrued interest on the New Notes from January 19, 2011 to, but
not including, January 31, 2011.

The New Notes are identical to the Company's 11.875% Senior Notes
due 2019 which were issued in an aggregate principal amount of
$305,000,000 on January 19, 2011 to certain" qualified
institutional buyers" as defined in Rule 144A under the Securities
Act and non-U.S. persons outside the United States under
Regulation S under the Securities Act.

The New Notes were issued pursuant to the Indenture, dated as of
January 19, 2011, between the Company and The Bank of New York
Mellon Trust Company, N.A., as Trustee, relating to the Company's
11.875% Senior Notes due 2019.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at Sept. 30, 2010, showed
$8.36 billion in total assets, $8.45 billion in total liabilities,
and a stockholders' deficit of $86.0 million.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LRL CITI PROPERTIES: Court Dismisses Chapter 11 Cases
-----------------------------------------------------
The United States Bankruptcy Court for the Northern District of
California dismissed the jointly administered Chapter 11 cases of
Hermann Street DE, LLC; LRL Citi Properties I DE, LLC; Trophy
Properties I DE, LLC; and Sutter Associates DE, LLC.

Judge Thomas E. Carlson relieved Susan L. Uecker, the Debtors'
Court-appointed receiver, from all further duties to the Court.

The Debtor sought dismissal of their Chapter 11 cases, asserting
they "have no remaining assets" and that there are "no available
assets or valuable litigation claims for administration by a
Chapter 7 Trustee."

According to netDockets, the Debtors, which owned 15 apartments
buildings in San Francisco at the time of their February 2010
bankruptcy filings, had proposed a plan of reorganization that was
based upon finding a buyer for their properties.  However, the
Debtors failed to locate an acquirer and, as a result, the Court
denied confirmation of their proposed plan.  Subsequently, the
servicer of their $110 million in secured debt -- CW Capital Asset
Management, LLC -- received relief from the automatic stay and
foreclosed on all of the debtors' assets.

                       About LRL Citi, et al.

San Francisco, California-based LRL Citi Properties I DE, LLC,
filed for Chapter 11 bankruptcy protection on February 8, 2010
(Bankr. N.D. Calif. Case No. 10-30414).  M. Elaine Hammond, Esq.,
at Friedman, Dumas and Springwater, assisted the Company in its
restructuring effort.  The Company estimated $50 million to
$100 million in assets and $50 million to $100 million in
liabilities.

The Debtor's affiliates -- Trophy Properties I DE, LLC; Sutter
Associates DE, LLC; Hermann Street DE, LLC -- filed separate
Chapter 11 petitions.

Four companies affiliated with CitiApartments, a major San
Francisco landlord, and its owners, the Lembi family, filed for
chapter 11 bankruptcy protection on February 8, 2010 (Bankr. N.D.
Calif. Case No. 10-30414):

     -- LRL Citi Properties I DE, LLC
     -- Trophy Properties I DE, LLC Affiliate
     -- Sutter Associates DE, LLC Affiliate
     -- Hermann Street DE, LLC


MATERA RIDGE: U.S. Trustee Wants Case Converted to Chapter 7
------------------------------------------------------------
August B. Landis, Acting United States Trustee for Region 17, asks
the U.S. Bankruptcy Court for the District of Nevada to convert
the Chapter 11 case of Matera Ridge LLC to a case under Chapter 7
of the Bankruptcy Code or dismiss the case based upon the Debtor's
failure to comply with statutory requirements.

Mr. Landis contends that the Debtor failed to:

   -- file all requisite reports during the pendency of the
      bankruptcy proceeding;

   -- timely pay quarterly fees;

   -- file a disclosure statement, or to file and confirm a plan
      of reorganization; and

   -- rehabilitate its business and has continually incurred
      losses.

A hearing will be held on February 8, 2011, to consider the
request.

Reno, Nevada-based Matera Ridge, LLC, filed for Chapter 11
bankruptcy protection on March 10, 2010 (Bankr. D. Nev. Case No.
10-50749).  The Company estimated $10 million to $50 million in
assets and $10 million to $50 million in liabilities.


MELNICK'S MACON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Melnick's Macon Family, LP
        36802 Willow Bend Run
        Columbus, GA 31907

Bankruptcy Case No.: 11-40088

Chapter 11 Petition Date: January 31, 2011

Court: United States Bankruptcy Court
       Middle District of Georgia (Columbus)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  KATZ, FLATAU, POPSON AND BOYER, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: 478-742-6481
                  E-mail: wjboyer_2000@yahoo.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/gamb11-40088.pdf

The petition was signed by Norman Melnick, general partner.


MERITOR SAVINGS: Shareholders Win Appeal Over 1992 FDIC Seizure
---------------------------------------------------------------
Susan Decker at Bloomberg News reports that Meritor Savings Bank
shareholders won an appeals court ruling that may let them collect
$276 million from the Federal Deposit Insurance Corp. over broken
promises that led to the Company's 1992 seizure.  Shares in the
defunct company rose 41% after the U.S. Court of Appeals for the
Federal Circuit on January 28 reinstated a judgment against the
FDIC, rejecting arguments that the case should have been tried by
a different court.

According to the report, Meritor, formerly Philadelphia Savings
Fund Society, claimed the government reneged on special accounting
treatment after the FDIC in 1982 asked the company to take over
the failing Western Savings Fund Society.  Meritor was seized a
decade later after struggling to absorb Western's bad loans.

A three-judge panel of the Federal Circuit in September 2009
upheld a finding of liability determined by the U.S. Court of
Federal Claims, and lowered the damage award to $276 million from
$371.7 million. It later threw out that decision until it could
review whether the Federal Claims court had been the appropriate
forum for the dispute, since the FDIC is funded by fees from banks
rather than taxpayer dollars.

A transfer to a district court would have further delayed efforts
to collect on the breach of contract claim.  The court on
January 28 said the Federal Claims court has jurisdiction "when a
government agency is asserted to have breached an express or
implied contract that it entered on behalf of the United States"
no matter the source of funding for that agency.

"It was just a way of avoiding a judgment," said Thomas Buchanan
of Winston & Strawn in Washington, who argued on behalf of former
Meritor director Frank Slattery and other shareholders.  "There
was just no logic to" the government's position.

According to the Bloomberg report, the 6-4 ruling reinstates the
judgment and sends the case back to the Federal Claims court for
further proceedings.  Barring an appeal before the U.S. Supreme
Court, the Federal Claims court will sign a final judgment for
$276 million and the money will be distributed, Mr. Buchanan said.
The government doesn't pay interest, he said.

The case is Slattery v. U.S. 2007-5063, U.S. Court of Appeals for
the Federal Circuit (Washington).  The lower court case is
Slattery v. USA, 93cv280, U.S. Court of Federal Claims.  A copy of
the January 28 decision is available at http://is.gd/WPhB98from
Leagle.com.

                       About Meritor Savings

Meritor Savings Bank, in Horsham Township, Pennsylvania, a state-
chartered stock savings bank with total assets of $4.1 billion was
closed by regulators and the Federal Deposit Insurance Corp. was
appointed receiver on Dec. 11, 1992.  Mellon Bank, N.A., of
Pittsburgh, Pennsylvania, acquired certain assets and assumed the
deposits.


MPI AZALEA: Plan Confirmation Hearing Set for Feb. 15
-----------------------------------------------------
The Bankruptcy Court will commence a hearing on February 15, 2011,
at 2:00 p.m. Eastern Time, to consider confirmation of the First
Amended Joint Plan of Reorganization of MPI Portfolio I, LLC; MPI
Azalea, LLC; Miles-Cherry Hill, LLC; Miles-Oak Park, LLC; Miles-
Fox Hollow, LLC; MPI Cimarron, LLC; MPI Sunset Place, LLC; MPI
Palms West, LLC; and MPI British Woods, LLC.  Ballots and Plan
objections are due February 11, 2011.

The Debtors and Arbor Realty SR, Inc., proposed the Plan.  The
Plan Proponents filed a Disclosure Statement explaining the First
Amended Joint Plan on January 14, 2011.

On December 29, 2010, the Court held a hearing on the adequacy of
the Disclosure Statement, and subsequently approved the Disclosure
Statement pursuant to Section 1125 of the Bankruptcy Code.

A copy of the January 14 Disclosure Statement is available for
free at http://bankrupt.com/misc/MPIAzalea_DS_1stPlan.pdf

                       The Chapter 11 Plan

The Plan contemplates a sale of the Debtors' apartment complex
properties to Arbor, subject to higher or better bids at an
auction to be convened in advance of the Confirmation Hearing.
Under the Plan, Arbor will, through nine new entities, form a
single holding company and then use the holding company's eight
subsidiaries to purchase the eight residential apartment complexes
owned by the Debtors.  These subsidiaries will also assume the
debt, as modified by the various exhibits to the Plan owed to
lender Bank of America, N.A.

Arbor will also re-capitalize the Properties by injecting
$1,050,000 in equity, to be used to enhance the Properties and
their profitability, and to fund from Cash Collateral $250,000 to
the Liquidating Trust under the Plan, which will form the basis
for a distribution to holders of Allowed General Unsecured Claims.
Arbor will also provide a new guarantor of the debt owed to the
Lender and agree to retain Hediger Enterprises, Inc., as property
manager for the eight Properties for at least 90 days after
closing.

Ronald L. Glass, the Debtors' interim chief executive officer,
asserts that the value of the Debtors' bankruptcy estates would be
significantly greater if the Debtors were to continue operating as
a going concern through a sale instead of liquidating.

                       Treatment of Claims

The Plan proposes these treatments for the various claims and
interests in the Debtors:

Class 1.  Priority Claims.  To the extent not previously paid
          pursuant to a Court order, each Class 1 Claim that
          becomes an Allowed Claim against a particular Debtor
          will be paid in full in cash by the Purchaser of that
          Debtor's assets.  The estimated amount of Claims under
          Class 1 is $0.

Class 2.  Lender Claims.  On the Effective Date, Class 2 Claims
          will be assumed by the Purchasers pursuant to the
          Amended Loan Documents.  Alternatively, on the
          Effective Date, the Lender will receive the Free and
          Clear Sales Proceeds, plus the balance of the Cash
          Collateral pursuant to the Plan.  The estimated amount
          of Claims under Class 2 is $73,300,544.

Class 3.  Other Secured Claims.  To the extent not previously
          paid as allowed by the Court, each Class 3 Claim that
          becomes an Allowed Claim against a particular Debtor
          will, at the option of the Purchaser of that Debtor's
          assets, either (i) retain all the equitable rights to
          which the Allowed Claim entitles the holder, with
          enforcement of those rights to be made against the
          Purchaser or the particular assets acquired by the
          Purchaser, which secured the Other Secured Claim, or
          (ii) be paid in full by the Purchaser of that Debtor's
          assets, which was obligated on the Allowed Claim.  The
          estimated amount of Claims under Class 3 is $290,000.

Class 4.  The MPI Portfolio Note Claim.  On the Effective Date,
          the MPI Portfolio Note Claim will be assumed by GA
          Portfolio, as modified by the Amended MPI Portfolio
          Note.  Alternatively, on the Effective Date, the holder
          of the MPI Portfolio Note Claim will receive any Free
          and Clear Sales Proceeds after payment in full of the
          Lender Claims.  If the Lender Claims are not paid in
          full, then the holder of the MPI Portfolio Note Claim
          will receive nothing in a Reorganization via Free and
          Clear Sale.  The estimated amount of Claims under Class
          4 is $11,860.

Class 5.  General Unsecured Claims.  On the Effective Date, the
          Liquidating Trustee will receive and be fully vested
          with the Unsecured Creditors' Assets, other than the
          Retained Actions.  Each holder of an Allowed General
          Unsecured Claim that is a member of Class 4, on the
          Effective Date, will receive its pro rata share of the
          proceeds of the Unsecured Creditors' Assets, net of the
          costs of the Liquidating Trustee, as and when the
          Liquidating Trustee makes distributions under the
          Liquidating Trust Agreement.  The estimated amount of
          Claims under Class 5 is $1,250,000.

Class 6.  Interests.  No property or assets will be distributed
          to, or retained by, the holders of Interests classified
          in Class 6 because all Interests are being cancelled.

Counsel for Arbor Realty SR, as Plan Proponent, are:

          Mark I. Duedall, Esq.
          HUNTON & WILLIAMS LLP
          Suite 4100, 600 Peachtree Street, N.E.
          Atlanta, GA 30308-2216
          Tel: (404) 888-4034
          Fax: (404) 602-8864
          E-mail: mduedall@hunton.com

               - and -

          Henry P. (Toby) Long, III, Esq.
          HUNTON & WILLIAMS LLP
          Riverfront Plaza, East Tower
          951 East Byrd Street
          Richmond, Virginia 23219-4074
          Tel: (804) 787-8036
          Fax: (804) 343-4600
          E-mail: hlong@hunton.com

Atlanta, Georgia-based MPI Azalea, LLC, aka Highland Brooke
Apartments and its affiliates filed for Chapter 11 on January 8,
2010 (Bankr. N.D. Ga. Lead Case No. 09-60803).  Jimmy C. Luke,
Esq., at Foltz Martin, LLC assists the Debtor in its restructuring
effort.  The Debtors reported $118,657,795 in total assets, and
$86,265,949 in total liabilities.


MSR RESORT: Wants to Use Cash Collateral, Gets Lenders' Okay
------------------------------------------------------------
MSR Resort Golf Course LLC, et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to use the
cash collateral until February 14, 2011, at 11:59 p.m., prevailing
Eastern Time.

As of the Petition Date, the Debtors owe Bank of America, National
Association, as mortgage lender, and Midland Loan Services, Inc.,
as special servicer, for $1 billion in financing extended to the
Debtors.  The mortgage loan is secured by cross-collateralized and
cross-defaulted first priority mortgages on certain of the
Debtors' properties, including the resorts, and the products and
proceeds thereof, including the cash generated by the resorts'
operations.

Paul M. Basta, Esq., at Kirkland & Ellis LLP, explains that the
Debtors need access to the cash collateral to fund their Chapter
11 case, pay suppliers and other parties.

The proposed immediate use of the cash collateral is intended to
provide working capital while the Debtors operate in Chapter 11.
In addition, the Debtors intend to use the cash collateral to
preserve the value of the prepetition secured parties' other
collateral, ensuring adequate protection for the prepetition
secured parties' interest.

Midland Loan, on behalf of the prepetition secured parties,
consented to the Debtors' use of cash collateral.

                      About MSR Resort

On January 28, 2011, 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

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.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature February 1 were sent to Chapter 11 by the
Paulson and Winthrop joint venture affiliates.  MSR Resort Golf
Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on February
1, 2011.  The resorts subject to the filings are Grand Wailea
Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort
and Club and PGA West, Doral Golf Resort and Spa, and Claremont
Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.


MSR RESORT: Taps Kurtzman Carson Consultants as Claims Agent
------------------------------------------------------------
MSR Resort Golf Courts LLC, et al., ask for authorization from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Kurtzman Carson Consultants LLC as notice and claims agent.

KCC will, among other things:

     (a) notify all potential creditors of the filing of the
         bankruptcy petitions and of the setting of the first
         meeting of creditors;

     (b) prepare and serve required notices in the Debtors'
         Chapter 11 cases, including: a notice of the commencement
         of the cases and the initial meeting of creditors under
         Section 341(a) of the U.S. Bankruptcy Code;

     (c) provide access to the public for examination of copies of
         the proofs of claim or proofs of interest filed in the
         Chapter 11 cases without charge during regular business
         hours (if necessary); and

     (d) furnish a notice of the last date for the filing of
         proofs of claims and a form for the filing of a proof of
         claim, after the notice and form are approved by the
         Court;

KCC will be paid based on the rates of its professionals:

         Clerical                              $40-$60
         Project Specialist                    $80-$140
         Technology/Programming Consultant     $140-$190
         Consultant                            $165-$220
         Senior Consultant                     $225-$275
         Senior Managing Consultant              $295

A copy of the KCC Services Agreement is available for free at
http://bankrupt.com/misc/MSR_RESORT_kccservicepact.pdf

Albert H. Kass, Vice President of Corporate Restructuring Services
of KCC, assures the Court that the firm is a "disinterested
person" as that term defined in Section 101(14) of the Bankruptcy
Code.

                      About MSR Resort

On January 28, 2011, 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

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.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature February 1 were sent to Chapter 11 by the
Paulson and Winthrop joint venture affiliates.  MSR Resort Golf
Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on February
1, 2011.  The resorts subject to the filings are Grand Wailea
Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort
and Club and PGA West, Doral Golf Resort and Spa, and Claremont
Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.


MSR RESORT: Wants Extension of Filing of Schedules Until March 16
-----------------------------------------------------------------
MSR Resort Golf Course LLC, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to extend the deadline for
the filing of schedules of assets and liabilities, schedules of
executor contracts and unexpired leases, and statements of
financial affairs for an additional 30 days until March 16,
2011.

The Debtors anticipate they will be unable to complete the
Schedules and Statements with 14 days after the Petition Date.
The Debtors have a large number of potential creditors and their
business operations require them to maintain voluminous records
and complex accounting systems.  These records are widely
dispersed throughout the Debtors' organization or in the custody
of the Asset Manager or the Resort Managers that operate the
Debtors' businesses.  Collecting and reviewing these records will
require significant efforts on the part of the Debtors and the
Management Companies.  For these reasons, combined with the
pressure incident to the commencement of the Debtors' Chapter 11
cases and the fact that the Debtors have yet to receive or enter
certain prepetition invoices into their financial accounting
system, the Debtors have begun, but have not yet completed,
compiling the information required to complete the Schedules and
Statements.

                      About MSR Resort

On January 28, 2011, 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

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.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature February 1 were sent to Chapter 11 by the
Paulson and Winthrop joint venture affiliates.  MSR Resort Golf
Course LLC and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan on February
1, 2011.  The resorts subject to the filings are Grand Wailea
Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta Resort
and Club and PGA West, Doral Golf Resort and Spa, and Claremont
Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.


MT BALDY REAL ESTATE: Osoyoos Indian Sues Over Defaulted Loan
-------------------------------------------------------------
Paul Everest, writing for Osoyoos Times in Canada, reports that
The Osoyoos Indian Band Development Corporation has applied to the
Supreme Court of British Columbia for an order to compel one of
the co-owners of the Mount Baldy Ski Area to repay a loan that was
defaulted upon.

The report says the OIBDC is asking the Court to order the
borrowers to pay $378,990.10 plus interest dating from Sept. 9,
2010, to the present.  It is also seeking a court order that, if
the money is not paid, the OIBDC will be at liberty to apply for
an order of foreclosure against the borrowers.

According to Osoyoos Times, in a petition filed in court in
September 2010, the corporation stated that it loaned $400,000 in
April 2008, to the Mount Baldy Real Estate Unlimited Corporation,
a U.S.-based partnership which co-owns the ski area with the
OIBDC, a Canadian investor and four investors from the U.S.
The money was meant for a bridge-finance loan.  According to the
petition, the borrower agreed to repay the loan upon demand with
interest.

Osoyoos Times relates that as a security for the loan, an
indenture of mortgage was made in March 2008, between the borrower
and the OIBDC, with Brett Sweezy, Robert Boyle and Brent Baker as
covenantors who would be responsible for the loan if the borrower
could not pay it back.  Messrs. Sweezy, Boyle and Baker are the
ski area's three principle shareholders.

Accoding to Osoyoos Times, the OIBDC stated that the borrower and
covenantors defaulted on the loan and the mortgage.  In February
2009, the OIBDC's legal counsel made a demand to the borrower and
covenantors to repay the loan and all interest.  The OIBDC and the
borrower entered into forbearance agreements in May 2010 and
August 2010.  The petition states that the borrower defaulted on
both agreements.

The report notes Brian Titus, the development corporation's chief
financial officer, said on Jan. 28 that the OIBDC and Mount Baldy
Real Estate Unlimited have reached an understanding that will
allow the borrower to settle the matter in the next 30 days.

The report also notes the owners of the ski area put the resort up
for sale last spring with an asking price of $9.5 million for the
3,660-hectare property to get an extension on a loan that came due
in May 2009.


MULTI-PLASTICS INC: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Multi-Plastics, Inc., filed with the U.S. Bankruptcy Court for the
District of Puerto Rico its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,130,000
  B. Personal Property            $1,466,965
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,526,340
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $250,758
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,438,853
                                 -----------      -----------
        TOTAL                     $3,596,965       $5,215,951

Multi-Plastics, Inc., filed for Chapter 11 bankruptcy protection
on December 8, 2010 (Bankr. D. P.R. Case No. 10-11493).  Wallace
Vazquez Sanabria, Esq., who has an office in San Juan, Puerto
Rico, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $1 million to $100 million.


MURRAY SQUARE: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Murray Square Investments, Ltd.
        P.O. Box 6247
        Denver, CO 80206

Bankruptcy Case No.: 11-11743

Chapter 11 Petition Date: January 31, 2011

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: David M. Miller, Esq.
                  KUTNER MILLER BRINEN P.C.
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: dmm@kutnerlaw.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 four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cob11-11743.pdf

The petition was signed by John D. Wickliff, president of the
general partner.


NEW YORK: "Functionally Bankrupt," Gov. Cuomo Says
--------------------------------------------------
Jacob Gershman, writing for The Wall Street Journal, reports New
York Gov. Andrew Cuomo on Tuesday:

     -- called the state "functionally bankrupt"; and

     -- proposed a $132.9 billion budget that freezes spending on
        education and Medicaid, and cuts overall outlays by 2.7%
        to fill a projected $10 billion deficit.

According to the Journal, Mr. Cuomo said he opposed higher taxes
and major new fees, in contrast with the major revenue increases
backed by fellow Democratic governors in Illinois and California,
which are confronting similar cash shortages.

The Journal also relates Mr. Cuomo recommended a much slower pace
in the long-term growth of the state's health-care and education
spending, both of which have long soared above national state
averages.

According to the Journal, Mr. Cuomo, in his budget presentation,
said spending cuts alone wouldn't bail out the state unless the
economy expanded.  The Journal relates Mr. Cuomo's budget also
assumes billions of dollars in reductions that he has yet to lay
out.  His budget didn't deal with his campaign pledge to lower
costs imposed on local governments, such as labor rules, which
have led to higher property taxes.

The Journal says Democratic lawmakers in Albany have urged Mr.
Cuomo to extend a temporary income-tax increase on wealthier
residents that expires at the end of the year.  Mr. Cuomo's plan,
in particular his hard line on education spending, drew criticism
from teachers' unions and Democrats, who control the Assembly.


NEXAIRA WIRELESS: BDO USA Raises Going Concern Doubt
----------------------------------------------------
Nexaira Wireless Inc. filed on January 31, 2011, its annual report
on Form 10-K for the fiscal year ended October 31, 2010.

BDO USA, LLP, in San Diego, Calif., expressed substantial doubt
about Nexaira Wireless' ability to continue as a going concern.
The independent auditors noted that the Company has incurred
losses from operations and has negative cash flow from operations,
a working capital and a net capital deficit.

The Company reported a net loss of US$4.66 million on US$1.74
million of revenue for fiscal 2010, compared with a net loss of
US$3.37 million on US$5.64 million of revenue for fiscal 2009.

At October 31, 2010, the Company's balance sheet showed
US$1.79 million in total assets, US$4.73 million in total
liabilities, and a stockholders' deficit of US$2.94 million.

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

               http://researcharchives.com/t/s?72c0

                       About NexAira Wireless

Headquartered in Vancouver, B.C., Nexaira Wireless Inc. (OTC BB:
NXWI) -- http://www.nexaira.com/-- develops and delivers third
and fourth generation (3G/4G) wireless routing solutions that
offer speed, reliability and security to carriers, mobile
operators, service providers, value added resellers (VARS) and
enterprise customers.


NORTH GENERAL: Can Plan Exclusivity Extended Until March 11
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended until March 11, 2011, North General Hospital, et al.'s
exclusive period to solicit acceptances for their proposed Plan of
Reorganization.

As reported in the Troubled Company Reporter on January 25, the
Confirmation Hearing will be held at 10:00 a.m. on February 15.
Objections, if any, are due February 10.

The Debtor's Plan provides for payment in full of Administration
and Priority Claims.  Class 1, Secured Claims, consists of two (2)
subclasses: (i) Dormitory Authority of the State of New York, who
is undersecured and Impaired and, therefore entitled to vote on
the Plan and (ii) the New York City Water Board, which is
oversecured and unimpaired, and the PBGC, which is undersecured
and Impaired.  There are no Class 2, Priority Tax Claimants.  The
two (2) subclasses of Class 3, General Unsecured Claims are
Impaired and entitled to vote on the Plan.  There will be no
distribution to Class 4, Membership Interests.

A copy of the Revised Second Amended Disclosure Statement is
available for free at:

       http://bankrupt.com/misc/NorthGeneral.AmendedDS.pdf

                     About North General

New York-based North General Hospital is a not-for-profit 200-bed
community hospital in upper Manhattan that has serviced the
communities of East and Central Harlem since the 1970s.  The
Hospital filed for Chapter 11 bankruptcy protection on July 2,
2010 (Bankr. S.D.N.Y. Case No. 10-13553).  Charles E. Simpson,
Esq., at Windels, Marx, Lane & Mittendorf, LLP, assists the
Debtor in its restructuring effort.  Garfunkel Wild, P.C., is the
Debtor's special healthcare and regulatory counsel.  Healthcare
Management Solutions, LLC, is the Debtor's financial and
healthcare reimbursement manager.  Alston & Bird, LLP, serves as
the Official Committee of Unsecured Creditors' counsel.  NHB
Advisors, Inc., is the financial advisor to the Committee.  The
Company disclosed $67 million in assets and $293 million in
liabilities as of the Petition Date.


NORTH LAKE: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: North Lake, Inc.
        P.O. Box 3070
        Auburn, AL 36831

Bankruptcy Case No.: 11-30218

Chapter 11 Petition Date:

Court: U.S. Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: James L. Day, Esq.
                  MEMORY & DAY
                  P.O. Box 4054
                  Montgomery, AL 36103-4054
                  Tel: (334) 834-8000
                  Fax: (334) 834-8001
                  E-mail: jlday@memorylegal.com

Scheduled Assets: $9,597,925

Scheduled Debts: $6,749,689

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/almb11-30218.pdf

The petition was signed by Robert C. Arnold, secretary.


ORANGE GROVE: Wants Access to SWP Cash Collateral Until May 31
--------------------------------------------------------------
Orange Grove Service, Inc., asks the U.S. Bankruptcy Court for the
Central District of California for authority to continue using
cash collateral of secured creditor Signal Walnut Partnership LP,
commencing February 1, 2011, through the earlier of May 31, 2011,
or the date of confirmation of the Debtor's Plan of Confirmation,
whichever is sooner, to pay necessary operating expenses and to
pay administrative fees and insurance premiums.

During this period, Debtor will not expend funds set forth in a
budget for the period from February 1, 2011, through May 31, 2011,
without the approval of the Court, subject to reasonable deviation
not exceeding 10%.

Under the budget, on a monthly basis, Debtor proposes to pay SWP
monthly interest on the approximate principal amount of $7,200,000
(before any set-off that may occur as a result of claims Debtor
has against SWP) in an amount equal to all cash collateral
associated with the property in excess of approved expenses, up to
a maximum of $33,000 per month.

The Bankruptcy Court has set a hearing for February 16, 2011, at
10:00 a.m. to consider the motion.

SWP, who holds a first priority security interest in Lemon Creek,
claims rights to the rents and profits from Lemon Creek, the
proceeds of which may constitute cash collateral.

                    About Orange Grove Service

La Verne, California-based Orange Grove Service, Inc., owns and
operates 2 "strip" shopping centers, the Lemon Creek in Walnut,
Calif., and the Fremont, in Alhambra, Calif.  The Company filed
for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr.
C.D. Calif. Case No. 10-21336).  Matthew Abbasi, Esq., at Wilson &
Associates LLP, in Los Angeles, assists the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
$12,003,736 in assets and $11,611,337 in liabilities.


ORANGE GROVE: Disclosure Statement Hearing Set for Feb. 9
---------------------------------------------------------
Orange Grove Service, Inc., has filed a combined disclosure
statement and plan of reorganization with the U.S. Bankruptcy
Court for the Central District of California.

The hearing date on the adequacy of the disclosure statement is
set for February 9, 2011, at 10:00 a.m.   After approval thereof,
the Debtor will set April 27, 2011, at 10:00 a.m. as the date for
the hearing on the confirmation of the Plan.  Objections to the
confirmation of the Plan must be filed no later than 11 days prior
to the hearing on confirmation of the plan.

The Plan proposes to pay creditors from the cash flow from rents
generated by the operation of the Debtor's 2 strip shopping
centers, the Lemon Creek in Walnut, Calif., and the Fremont Center
in Alhambra, Calif.

Secured creditors Signal Walnut Partnership, L.P. and American
Continental Bank will be paid according to the terms of each of
their respective notes.  The maturity date for the SWP note is
December 28, 2013.  The maturity date of the ACB Note is November
26, 2014.

Unsecured creditors will be paid 100% of their allowed claims with
the initial payments beginning in the 13th month after the
effective date of the Plan and payments distributed thereafter
annually on a pro-rata basis.  All payments will be based on 30%
of the Debtor's net operating income.  Payment of the remaining
balances to the unsecured creditors will be made on the 84th month
of the Plan.

Holders of equity interests will receive distributions after
secured creditors are unsecured creditors are paid in full.

A copy of the disclosure statement and plan of reorganization is
available for free at:

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

                    About Orange Grove Service

La Verne, California-based Orange Grove Service, Inc., owns and
operates 2 "strip" shopping centers, the Lemon Creek in Walnut,
Calif., and the Fremont, in Alhambra, Calif.  The Company filed
for Chapter 11 bankruptcy protection on March 25, 2010 (Bankr.
C.D. Calif. Case No. 10-21336).  Matthew Abbasi, Esq., at Wilson &
Associates LLP, in Los Angeles, assists the Debtor in its
restructuring effort.  In its schedules, the Debtor disclosed
$12,003,736 in assets and $11,611,337 in liabilities.


PAR INDUSTRIAL: Nitro Corp. Seeks to Acquire Assets
---------------------------------------------------
Aran Jenkins, writing for The Charleston Gazette, reports that
Attorney Chuck Jones of Campbell Woods, PLLC, has asked Nitro,
W.Va. council members to adopt a resolution allowing the Nitro
Corporation to acquire a partial deed of trust for 4 of the
99-acre parcel owned by the bankrupt PAR Industrial Development.

According to Charleston Gazette, Mr. Jones said the city would
receive $150,000.  The report relates the city of Nitro has the
deed of trust, which is a kind of lien on the 99 acres dating back
to when PAR Industrial filed bankruptcy and was unable to pay for
the property.  Now, however, PAR is attempting to reverse the
bankruptcy in the Fourth Circuit Court of Appeals in Richmond.

The Nitro Corporation, meanwhile, has attempted to purchase the
property.


PARTSEARCH TECHNOLOGIES: Creditors Take Aim at Sale Process
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that the trio of creditors that
sought to put Partsearch Technologies Inc. into involuntary
bankruptcy protection is already taking aim at the Company and its
proposed sale process just a few days into the Chapter 11 case.

According to DBR, Andrews Electronics, BTI Corp., and HardSoft
Solutions Inc. filed an objection in the proceedings.  The report
relates that the creditors suggest that the company's Chapter 11
filing in the U.S. Bankruptcy Court in Manhattan'which came just
two days after the creditors themselves filed a Chapter 7 petition
against the company'was simply designed to dodge the negative
connotations that can stem from submitting to an involuntary
liquidation.

"Among other things, the debtor's filing of this case was nothing
more than a sleight of hand type procedural maneuver to avoid any
negative publicity attendant to consenting to the involuntary
filing," the creditors said, the report notes.

                          About Partsearch

Partsearch Technologies Inc., based in Kingston, New York, offers
parts for consumer electronics and outdoor power equipment.  It
doesn't hold inventory of its own. Inventory comes from suppliers.

Partsearch filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 11-10282) on Jan. 27 in Manhattan after discovering it
overcharged its largest customer Best Buy Co. Inc. by
$5.9 million.  William R. Baldiga, Esq., at Brown Rudnick LLP, in
New York, serves as counsel.

Partsearch disclosed assets for $4 million and total liabilities
of $13 million.


PDG 1559: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: PDG 1559 Properties, LLC
        1557 NE 164th Street, Suite 201
        North Miami Beach, FL 33162

Bankruptcy Case No.: 11-12553

Chapter 11 Petition Date: January 31, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Brian S. Behar, Esq.
                  BEHAR, GUTT & GLAZER, P.A.
                  2999 NE 191 Street, 5th Floor
                  Aventura, FL 33180
                  Tel: (305) 931-3771
                  E-mail: bsb@bgglaw.net

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 Jarret L. Gross, MGRM.


PINNACLE-BROOKHAVEN: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pinnacle-Brookhaven Village, LLC
        3424 Peachtree Road NE, Suite 1100
        Atlanta, GA 30326

Bankruptcy Case No.: 11-53038

Chapter 11 Petition Date: January 31, 2011

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

Debtor's Counsel: R. Kyle Woods, Esq.
                  WAGNER, JOHNSTON & ROSENTHAL, P.C.
                  Suite 300, 5855 Sandy Springs Circle
                  Atlanta, GA 30328-4834
                  Tel: (404) 261-0500
                  Fax: (404) 261-6779
                  E-mail: rkw@wjrlaw.com

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

Estimated Debts: $1,000,001 to $10,000,00

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb11-53038.pdf

The petition was signed by Rajesh B. Shah, manager.


PIONEER VILLAGE: Disclosure Statement Hearing Set for Feb. 22
-------------------------------------------------------------
Pioneer Village Investments, LLC, filed on January 26, 2011, a
Second Amended Disclosure Statement explaining its Plan of
Reorganization with the U.S. Bankruptcy Court for the District of
Oregon.

The hearing to consider the adequacy of the amended disclosure
statement of the Debtor and the disclosure statement of creditor
PremierWest Bank will be held on February 22, 2011, at 2:30 p.m.

On or before the hearing on confirmation, Debtor will have
received deposits of $100,000 from those members electing to make
additional contributions and obtain proceeds of the
Tennant loan sufficient to enable it to make all of the initial
payments required under the Plan to be made at closing.

PremierWest Bank will retain all of its liens and encumbrances
(including the PremierWest trust deed) securing the PremierWest
claim and the terms and provisions of the loan documents,
including but not limited to financial reporting and inspections,
will remain in full force and effect.

The survivor of the Hein Trust, Mrs. Helen Hein, will continue to
receive the right of occupancy of her unit at a current cost of
$3,421 per month as an offset against the payments due under
the note of $3,932.  Any differential between the amount payable
pursuant to the Hein Note and the costs that are incurred by her
will be added to the principal due under the Hein Note.  On
termination of her occupancy, if not previously paid by sale or
refinance, interest will continue to be paid at 5.25% per annum
until the fifth anniversary date of the Effective Date at
which time the balance will be paid in full.

General unsecured claims will be paid in full 13 days after the
effective date.

Excelsior Development Company, LLC, the holder of a 10.97%
preferred ownership interest and a 20.94% non-preferred ownership
interest in the Debtor, will not receive any payments at
confirmation but will be paid as the Reorganized Debtor determines
it is able to pay, only after classes 1 through 4 and 8 are paid
in full.  The claim will continue to be unsecured.

The Reorganized Debtor will pay the subordinated unsecured claim
of Farmington Centers, Inc., the manager of the Debtor, in cash as
the reorganized Debtor determines it is able to pay, only after
classes 1 through 4 and 8 are paid in full.

All equity interests will retain their interest unaltered by the
Plan, but will receive no payments on confirmation.  Members
electing to contribute additional capital will be granted
preferred ownership interests with priority over the other
interest holders.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/PioneerVillage.2ndAmendedDS.pdf

As reported in the Troubled Company Reporter on December 13, 2010,
PremierWest Bank has filed a competing plan for the Debtor which
provides for a sale of the Debtor's continuing care retirement
facility located at 805 No. 5th, Jacksonville, Oregon through the
appointment of a Liquidating Trustee.  The bank is a holder of a
claim in the approximate amount of $13,900,000 as of November 1,
2010, which is secured by a first deed of trust Lien on the
property.

The competing plan provides for a sharing of net proceeds after
any sale remaining after payment of the sum of $12,450,000 to the
bank.  If upon closing, after payment of real property taxes due
to Jackson County and closing costs, and payment of the sum of
$12,450,000 to the bank, there are remaining net proceeds, the
bank will receive 40% of the proceeds and unsecured creditors 60%
of the proceeds until payment in full of the bank's allowed
secured claim.  Any net proceeds remaining after the payments will
be paid to the survivor of the Hein Trust on account of its second
deed of trust.

                About Pioneer Village Investments

Portland, Oregon-based Pioneer Village Investments, LLC, operates
a continuing care retirement facility in the city of Jacksonville,
Oregon, providing for "independent living' facilities for elderly
residents, assisted living for residents who are less able to care
for themselves, and other facilities designed to accommodate the
needs of elderly residents.

Pioneer Village Investments, LLC, c/o Farmington Centers, Inc.,
filed for Chapter 11 on May 13, 2010 (Bankr. D. Ore. Case No.
10-62852).  Douglas P. Cushing, Esq., at Jordan Schrader Ramis PC,
in Lake Oswego, Ore., assists the Debtor in its restructuring
effort.  In its petition, the Debtor estimated assets and debts
of $10 million to $50 million.


PRIUM LAKEWOOD: Court Sets Feb. 15 Bar Date for Proofs of Claim
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
has fixed February 15, 2011, at 4:30 p.m., as the bar date for the
filing of proofs of claim against the bankruptcy estate of Prium
Lakewood Buildings LLC.

Proofs of claim must be filed on or before the bar date with the
Bankruptcy Court at this address:

     United States Bankruptcy Court Clerk
     Union Station
     1717 Pacific Avenue, Suite 2100
     Tacoma, WA 98402

                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.


PRIUM LAKEWOOD: U.S. Trustee Unable to Appoint Creditors Committee
------------------------------------------------------------------
Robert D. Miller Jr., the United States Trustee for Region 18, has
advised the U.S. Bankruptcy Court for the Western District of
Washington that an official committee of unsecured creditors has
not been appointed in the Chapter 11 case of Prium Lakewood
Buildings LLC as an insufficient number of unsecured creditors
have expressed interest to serve on the committee.

                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.


PRIVATE BUSINESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Private Business Jets, LLC
        80 Research Road
        Hingham, MA 02043

Bankruptcy Case No.: 11-10807

Chapter 11 Petition Date: January 31, 2011

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Timothy M. Mauser, Esq.
                  LAW OFFICE OF TIMOTHY MAUSER, ESQ.
                  Suite 240, One Center Plaza
                  Boston, MA 02114
                  Tel: (617) 338-9080
                  Fax: (617) 275-8990
                  E-mail: tmauser@mauserlaw.com

Scheduled Assets: $57,000

Scheduled Debts: $2,179,912

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mab11-10807.pdf

The petition was signed by Donald Smith and Gregory Goodwin,
managing members.


PROLOGIS INC: Fitch Puts Low-B Ratings on Positive Watch
--------------------------------------------------------
Fitch Ratings has placed these credit ratings of ProLogis on
Rating Watch Positive:

ProLogis

  -- Issuer Default Rating 'BB+';
  -- Global Line Credit Facility 'BB+';
  -- Senior Notes 'BB+';
  -- Convertible Senior Notes 'BB+';
  -- Preferred Stock 'BB-'.

Fitch has also placed these credit ratings of AMB Property
Corporation as well as its operating partnership, AMB Property,
L.P. and its subsidiary AMB Japan Finance Y.K. on Rating Watch
Negative:

AMB Property Corporation

  -- IDR 'BBB';
  -- Preferred Stock 'BB+'.

AMB Property, L.P.

  -- IDR 'BBB';
  -- Senior Unsecured Notes 'BBB';
  -- Revolving Bank Credit Facilities 'BBB'.

AMB Japan Finance Y.K

  -- Unsecured Term Loan 'BBB'.

The rating action follows the announcement that PLD and AMB, two
industrial REITs, have reached a definitive merger agreement.
Combined, the companies are expected to have a pro forma equity
market capitalization of approximately $14 billion and total
assets under management of $46 billion.

Under the terms of the agreement, each ProLogis common share will
be converted into 0.4464 of a newly issued AMB common share, and
the combined company will be structured as an umbrella partnership
REIT.  The merger is subject to customary closing conditions,
including receipt of approval of AMB and ProLogis shareholders.
The parties currently expect the transaction to close during the
second quarter of 2011 (2Q'11).  The all-stock merger is intended
to be a tax-free transaction.  Upon completion of the merger, the
company will be named ProLogis and will trade under the ticker
symbol PLD.

The rating action centers on Fitch's view that the combined entity
will have a stronger fixed charge coverage ratio and lower
leverage than PLD on a standalone basis and a weaker fixed charge
coverage ratio and higher leverage than AMB on a standalone basis.
Per the companies' disclosures, the combined company's fixed
charge coverage ratio in 4Q'10 annualized prior to the realization
of any synergies is expected to be 2.4 times, compared with 2.3x
for PLD previously and 2.6x for AMB previously.

Fitch's last published commentaries indicated that PLD's net debt
to recurring operating EBITDA (including Fitch's estimate of
recurring cash distributions from unconsolidated entities but
excluding gains on sale and other non-recurring items) ratio would
approach 9.0x in 2011 and AMB's net debt to recurring operating
EBITDA ratio would be approximately 7.5x in 2011.  Based on these
projections, and excluding the effects of any merger-related costs
or synergies, Fitch therefore would expect the combined entity to
initially maintain a leverage ratio in the 8.0x to 8.5x range,
which is consistent with the lower end of the 'BBB' rating
category for an industrial REIT.

The rating actions further point to favorable aspects of the
transaction including enhanced scale, a staggered debt maturity
schedule, an expected smooth integration of management, and a
diverse customer base.  These favorable attributes are somewhat
offset by a sizable development platform that may adversely impact
near-term liquidity, as well near-term uncertainty regarding the
covenants under which the combined entity will operate.

The combined entity is expected to own and manage 598 million
square feet of industrial properties across 22 countries, with
$46 billion of total assets under management, giving the company
significant economies of scale across global warehouse markets.
The combined company is expected to have a well-laddered debt
maturity schedule with 4.3% of total combined debt maturing in
2011, 16.5% in 2012, 10.7% in 2013, 8.8% in 2014, and 12.3% in
2015, with the remainder maturing thereafter.

Both companies have structured the integration so the combination
of management teams will occur smoothly.  Upon closing of the
transaction, Hamid Moghadam, AMB's CEO, and Walt Rakowich,
ProLogis' CEO, will serve as co-CEOs through Dec. 31, 2012, at
which time Rakowich will retire, and Moghadam will become sole CEO
of the combined company.  Moghadam also will be chairman of the
board of the combined company and will be primarily responsible
for shaping the company's vision, strategy and private capital
franchise.  Rakowich will be principally responsible for
operations, integration of the two platforms and optimizing the
merger synergies.  William Sullivan, current ProLogis CFO, will
continue to serve as CFO and will retire from ProLogis on Dec. 31,
2012.  During this period, Thomas Olinger, AMB's current CFO, will
be responsible for day-to-day integration activities and report to
the CEOs; he will become the CFO of the combined company on
Dec. 31, 2012.

The combined entity is expected to have a diverse customer base
including DHL (2.6% of combined annualized base rent), Kuehne +
Nagel (1.2%), Home Depot (1.1%) and CEVA Logistics (1%) with no
other tenant comprising more than 1% of annualized base rents,
which Fitch views favorably as individual tenant credit risk is
limited.

As a combined entity, the company is expected to have a sizable
development platform including $750 million of assets under
development and $1.5 billion of expected development, which should
allow the company to reduce non-income producing assets but which
could adversely impact near-term liquidity as development funding
is needed prior to lease-up.

Since ProLogis and AMB currently operate under different financial
covenants as separate entities, Fitch believes that there is near-
term uncertainty regarding under which covenants the combined
entity will eventually operate.

Fitch anticipates resolving the Rating Watches upon the closing of
the transaction.

ProLogis is a global provider of distribution facilities, with
more than 475 million square feet of industrial space owned and
managed in markets across North America, Europe and Asia as of
Dec. 31, 2010.  The company leases its industrial facilities to
more than 4,400 customers, including manufacturers, retailers,
transportation companies, third-party logistics providers and
other enterprises with large-scale distribution needs.

AMB Property Corporation is an owner, operator and developer of
global industrial real estate, focused on major hub and gateway
distribution markets in the Americas, Europe and Asia.  As of
Dec. 31, 2010, AMB owned, or had investments in, on a consolidated
basis or through unconsolidated joint ventures, properties and
development projects expected to total approximately 159.6 million
square feet in 15 countries.


R RILEY WASHINGTON: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: R. Riley Washington 2702, Ltd.
        2526 Washington Avenue
        Houston, TX 77007

Bankruptcy Case No.: 11-31005

Chapter 11 Petition Date: January 31, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Melissa Anne Haselden, Esq.
                  HOOVER SLOVACEK LLP
                  5847 San Felipe, Suite 2200
                  Houston, TX 77057
                  Tel: (713) 977-8686
                  Fax: (713) 977-5395
                  E-mail: Haselden@hooverslovacek.com

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

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

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
R. Riley Washington 2520, Ltd.       11-31013   01/31/11
   Assets: $1,000,001 to $10,000,000
   Debts: $1,000,001 to $10,000,000

The Debtors did not file a list of their largest unsecured
creditors together with their petitions.

The petitions were signed by Bettie G. Riley Brown, director and
manager of Riley Interests, Inc., Debtors' general partner.


RANDALL ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Randall Associates, LLC
        La Quinta Inn & Suites
        1800 Clubhouse Drive
        Valdosta, GA 31601

Bankruptcy Case No.: 11-70167

Chapter 11 Petition Date: January 31, 2011

Court: United States Bankruptcy Court
       Middle District of Georgia (Valdosta)

Debtor's Counsel: Gai Lynn McCarthy, Esq.
                  KUMAR PATHAK, LLC
                  1117 Perimeter Center West, Suite W311
                  Atlanta, GA 30338
                  Tel: (678) 443-2220
                  Fax: (678) 443-2230
                  E-mail: gmccarthy@kumarpathak.com

Scheduled Assets: $7,945,292

Scheduled Debts: $5,024,463

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/gamb11-70167.pdf

The petition was signed by Roy Levine, acting managing member.


REVEL ATLANTIC: S&P Cuts Issue-Level Rating on $850MM Loan to 'B'
-----------------------------------------------------------------
In the previous version of Standard & Poor's Ratings Services'
release publish earlier, the corporate credit rating on Revel was
misstated in the second paragraph.  A corrected version is:

Standard & Poor's Ratings Services has revised its preliminary
ratings on Revel Atlantic City LLC's proposed senior secured
credit facility.  Based on conversations with Revel management and
their bankers, S&P understands that the terms of the proposed
financing have been revised, including an increase in the proposed
first-lien term loan to $850 million from the $700 million
previously contemplated.  Given this increase in first-lien debt,
S&P believes recovery prospects will now be lower for first-lien
lenders.  Total funded debt balances will be modestly higher than
incorporated in S&P's previous analysis given the incremental
funding necessary to fund the 21-month interest reserve.

S&P is revising its preliminary recovery rating on the term loan
to '2', indicating its expectation of substantial (70% to 90%)
recovery for lenders in the event of a payment default, from '1'
(90% to 100%).  S&P has also lowered its preliminary issue-level
rating on the loan to 'B' (one notch higher than its preliminary
'B-' corporate credit rating on the company) from 'B+', in
accordance with S&P's notching criteria for a '2' recovery rating.

S&P's preliminary 'B-' corporate credit rating and negative rating
outlook are unaffected by the proposed revisions to the capital
structure.

                           Ratings List

                     Revel Atlantic City LLC

      Corporate Credit Rating         B-(prelim)/Negative/--

                          Revised Ratings

                     Revel Atlantic City LLC

                                      To           From
                                      --           ----
      $850M term loan due 2017        B(prelim)    B+(prelim)
        Recovery Rating               2(prelim)    1(prelim)


RIVER CHASE: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: River Chase Subdivision II, Ltd.
        3310 N. Capital of Texas Highway, Suite 200
        Austin, TX 78746

Bankruptcy Case No.: 11-10235

Chapter 11 Petition Date: January 31, 2011

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: William A. (Trey) Wood, III, Esq.
                  BRACEWELL & GIULIANI LLP
                  711 Louisiana, Suite 2300
                  Houston, TX 77002
                  Tel: (713) 223-2300
                  Fax: (713) 221-1212
                  E-mail: trey.wood@bracewellgiuliani.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 two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb11-10235.pdf

The petition was signed by Robert D. Wunsch, member and president
of River Chase Company, II LLC, Debtor's general partner.


ROCK & REPUBLIC: Set for March 23 Plan Confirmation Hearing
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that VF Corp. is a step closer to buying the brand names
and intellectual property from Rock & Republic Enterprises Inc.
after the bankruptcy court in Manhattan approved Rock & Republic's
disclosure statement and set down a March 23 confirmation hearing
for approval of the Chapter 11 plan.

As reported in the Jan. 11, 2011 edition of the Troubled Company
Reporter, Rock & Republic and its debtor-affiliates, the Official
Committee of Unsecured Creditors, and VF Corp. are jointly
proposing a Chapter 11 plan of liquidation for Rock & Republic.

The Plan contemplates and is predicated upon the sale of the
Debtors' intellectual property rights to NewCo, an entity wholly
owned by VF Corporation, the maker of Lee and Wrangler jeans.  VF
Corp. agreed to purchase the Debtors' assets for $57,000,000,
which consists of:

   i) $55,000,000 in Cash less the holdback of up to $500,000
      for payment of Transfer Taxes and Qualifying Claims against
      Rock Holdings, ii)

  ii) $1,000,000 to Rock Holdings in consideration for the
      transfer of the Purchased Intellectual Property from the
      Ball Entities to the Debtors; and

iii) an amount equal to the Lease Rejection Claims not to exceed
      $1,000,000.

A total of $2,300,000 is to be paid to VF if the asset purchase
agreement is terminated, and the Debtors enter into an alternative
transaction within 12 months of the termination.

Furthermore, the Plan provides for the transferring of a portion
of the total sale consideration paid under the Sale Transaction
and all property of the Estates to a liquidating trust that will
be administered by a liquidating trust administrator.

Under the Plan, holders of priority non-tax, factoring agreement,
RKF loan, and other secured claims are unimpaired and are expected
to recover 100% of their claims.  General unsecured creditors are
impaired and will receive their pro rata share from available cash
from a liquidating trust.  Equity holders will receive payment
from the trust after payment of all unsecured claims and
subordinated claims.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?71fb

                       About Rock & Republic

New York-based Rock & Republic Enterprises, Inc., is a wholesale
and retail apparel company specializing in an avant-garde and
distinctive line of clothing.  Originally started in 2002 by its
Chief Executive Officer, Michael Ball, primarily as an American
jeans company, the Debtors have expanded their lines to include
high fashion clothing for men, women and children as well as
shoes, cosmetics and accessories.  The Company's merchandise can
be found at most high end retail stores such as Nordstrom, Neiman
Marcus, Bergdorf Goodman, Bloomingdales, Lord & Taylor, Harvey
Nichols and Saks Fifth Avenue, as well as in small upscale
boutiques.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-11728) on April 1, 2010.  Alex Spizz, Esq.,
and Arthur Goldstein, Esq., at Todtman, Nachamie, Spizz & Johns,
P.C., assist the Company in its restructuring effort.  Manderson,
Schaefer & McKinlay, LLP, is the Company's special corporate
counsel.  The Company estimated $50 million to $100 million in
assets, and $10 million to $50 million in liabilities.

The Company's affiliate, Triple R, Inc., filed a separate
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 10-11729) on
April 1, 2010.


RONA INC: S&P Assigns 'BB' Rating to Cumulative Preferred Shares
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
global scale and 'P-3' Canadian scale ratings to RONA Inc.'s
proposed C$125 million cumulative five-year rate reset preferred
shares.

S&P is applying "intermediate" equity treatment to the preferred
shares, treating them as 50% debt and 50% equity for the
calculation of credit ratios.  In view of S&P's debt treatment, as
well as the small size of the issuance relative to RONA's capital
structure, S&P believes the instruments will have only a modestly
negative effect on credit measures while boosting the company's
already strong liquidity as it grows through acquisition.
Incorporating the preferred shares, RONA's pro forma credit
measures remain consistent with the investment-grade ratings, with
last 12 months adjusted debt to EBITDA increasing by about 0.1x to
2.8x, and LTM adjusted EBITDA interest coverage dropping by a
similar amount to 4.8x.

"The 'BBB-' long-term corporate credit rating, and stable outlook,
on RONA reflect S&P's view of the company's good market position
established through a versatile multiple-format operating model
and strong distribution capabilities, resilient operating
profitability and cash flow generation in challenging market
conditions, and management's commitment to maintaining an
intermediate capital structure," said Standard & Poor's credit
analyst Donald Marleau.  "These factors are partially offset in
S&P's opinion by what S&P see as a competitive operating
environment that exacerbates the industry's exposure to economic
cycles," Mr. Marleau added.

                           Ratings List

                             RONA Inc.

        Corporate credit rating             BBB-/Stable/--

                         Ratings Assigned

                  C$125 million preferred shares

              Global scale                       BB
              Canada scale                       P-3


RUGGED BEAR: Section 341(a) Meeting Scheduled for Feb. 24
---------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of The Rugged
Bear Company's creditors on February 24, 2011, at 1:45 p.m.  The
meeting will be held at Suite 1055, U.S. Trustee's Office, John W.
McCormack Federal Building, 5 Post Office Square, 10th Floor,
Boston, MA 02109-3934.

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

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

Headquartered in Norwood, Massachusetts, The Rugged Bear Company
is a chain of retail children's clothing stores New England, New
York and New Jersey.  It filed for Chapter 11 bankruptcy
protection on January 25, 2011 (Bankr. D. Mass. Case No. 11-
10577).  Charles A. Dale, III, Esq., at K&L GATES LLP, serves as
the Debtor's bankruptcy counsel.  Consensus Advisers, LLC, is the
Debtor's financial advisor.  The Debtor estimated its assets and
debts at $10 million to $50 million.


RUGGED BEAR: Wants to Extend Filing of Schedules Until Feb. 22
--------------------------------------------------------------
The Rugged Bear Company asks the U.S. Bankruptcy Court for the
District of Massachusetts to extend the deadline to file the
schedules of assets and liabilities and statements of financial
affairs for an additional 14 days until February 22, 2011.

The Schedules and Statements are due on February 9, 2011.  The
Debtor says that while it, with the help of its professional
advisors, is diligently preparing the Schedules and Statements,
resources are limited.  According to the Debtor, its primary focus
has been addressing operational issues created by the filing of
its Chapter 11 case.  "Thus, the Debtor has not been able to
gather and analyze the necessary information to prepare and file
its Schedules and Statements.  In view of the amount of work
entailed in completing the Schedules and Statements and the
competing demands upon the Debtor's employees and professionals to
assist in efforts to stabilize business operations during the
initial postpetition period and to facilitate a proposed
reorganization or sale of the Debtor s business, the Debtor will
not be able to complete the Schedules and Statements properly and
accurately within the required 14 day time period," the Debtor
states.

Headquartered in Norwood, Massachusetts, The Rugged Bear Company
is a chain of retail children's clothing stores New England, New
York and New Jersey.  It filed for Chapter 11 bankruptcy
protection on January 25, 2011 (Bankr. D. Mass. Case No. 11-
10577).  Charles A. Dale, III, Esq., at K&L GATES LLP, serves as
the Debtor's bankruptcy counsel.  Consensus Advisers, LLC, is the
Debtor's financial advisor.  The Debtor estimated its assets and
debts at $10 million to $50 million.


RUGGED BEAR: Gets Court's Interim Nod to Use Cash Collateral
------------------------------------------------------------
The Rugged Bear Company sought and obtained interim authorization
from the Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the
District of Massachusetts to use the cash collateral.

TD Bank, NA, has asserted a lien against the Debtor's property and
the cash proceeds thereof.  As of the Petition Date, the Debtor
owed TD Bank approximately $4,278,496 pursuant to a revolving line
of credit.

Charles A. Dale III, Esq., at K&L Gates LLP, explains that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.

In exchange for using the cash collateral, TD Bank is granted
replacement liens in and to all property presently securing the
prepetition obligations of the Debtor to TD Bank.

On the third business day of each week, the Debtor will furnish TD
Bank a weekly cash report setting forth the actual results
achieved against those projected for the prior week.

The Court has set a final hearing for February 15, 2011, at 10:00
a.m. on the Debtor's request to use cash collateral.

Headquartered in Norwood, Massachusetts, The Rugged Bear Company
is a chain of retail children's clothing stores New England, New
York and New Jersey.  It filed for Chapter 11 bankruptcy
protection on January 25, 2011 (Bankr. D. Mass. Case No. 11-
10577).  Charles A. Dale, III, Esq., at K&L GATES LLP, serves as
the Debtor's bankruptcy counsel.  Consensus Advisers, LLC, is the
Debtor's financial advisor.  The Debtor estimated its assets and
debts at $10 million to $50 million.


SBARRO INC: Missed Interest Payment Cues S&P's 'D' Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Melville, N.Y.-based Sbarro Inc. to
'D' from 'CC'.  S&P also lowered its rating on the company's
$21.5 million revolver and $183 million term loan to 'D' from
'CC'.  The recovery rating on these credit facilities remains '4',
indicating S&P's expectation for average (30% to 50%) recovery of
principal in the event of a default.

The rating action on Sbarro follows the company's decision not to
make an interest payment due Feb. 1, 2011, on its $150 million
senior unsecured notes.  "We believe that the payment will not be
made within the 30-day grace period," said Standard & Poor's
credit analyst Mariola Borysiak.  "This follows from S&P's view
that Sbarro's liquidity is weak, that its current capital
structure is unsustainable, and that the company will seek to
restructure its balance sheet."

Also, on Jan. 31, 2011, the company entered into a second
forbearance agreement with its first-lien lenders.  Under the
terms of the agreement, first-lien lenders agreed to forbear from
accelerating the loans until March 2, 2011, when the agreement
expires.

If the company fails to make the interest payment during the grace
period, which ends on March 3, 2011, holders of the notes will
have the right to provide an acceleration notice to the company.
A failure to make this interest payment would also allow first-
lien and second-lien holders to accelerate all amounts outstanding
under the first-lien and second-lien credit agreements.


SCHUTT SPORTS: Settles All Dispute with Riddell
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Schutt Sports Inc. and competitor Riddell Inc.
reached a settlement designed to pay off major creditors
immediately and permit confirmation of a liquidating Chapter 11
plan for everyone else.

Mr. Rochelle recounts that the settlement was reached after the
court appointed Ronald Barliant, a former bankruptcy judge, to
serve as mediator.  Ridell had claimed that Schutt withheld
important information in connection with the Court-approved sale
of Schutt's assets to an affiliate of Platinum Equity LLC.
Riddell explained how it learned after sale approval that proceeds
would be used to pay so-called critical vendors and trade
creditors, with "very little" if anything remaining for other
general creditors.

According to Mr. Rochelle, the settlement provides for these
terms:

  -- $7.5 million of sale proceeds held in escrow for payment of
     critical suppliers will be distributed as follows:

     * Critical suppliers will be paid $5.3 million from the
       escrow;

     * General unsecured creditors will receive $400,000;

     * Creditors who supplied goods within 20 days of bankruptcy
       will split $800,000;

     * Windjammer Mezzanine & Equity Fund II LP, the holder of a
       $17.4 million subordinated mezzanine note, will be paid
       $1 million.

  -- Riddell's claim will be approved for $29 million.  In full
     satisfaction of the claim, it will be paid $1 million cash
     from Schutt's cash when the settlement is approved.  Riddell
     will also have an additional approved $70,000 administrative
     claim that likewise will be paid immediately, in full.

Schutt and the Official Committee of Unsecured Creditors are to
file a liquidating plan so remaining assets can be distributed to
creditors.

A hearing on the settlement has been tentatively scheduled for
Feb. 11.

                        About Schutt Sports

Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka
Schutt Manufacturing Company, Schutt Sports Manufacturing Co.,
Schutt Sports Distribution Company, and Schutt Athletic Sales
Company -- and its affiliates manufactured team sporting
equipment, primarily for football, baseball and softball.

Schutt Sports filed for Chapter 11 bankruptcy protection on
September 6, 2010 (Bankr. D. Del. Case No. 10-12795).  The Company
was forced into Chapter 11 by a $29 million patent-infringement
judgment in favor of competitor Riddell Inc.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel.  Ernst & Young is the
Debtor's financial advisor.  Oppenheimer & Co., Inc., is the
Debtor's investment banker. The Official Committee of Unsecured
Creditors tapped Lowenstein Sandler PC as its counsel.

The Debtor estimated its assets and debts at $50 million to
$100 million as of the Petition Date.

Platinum Equity in December 2010 completed the acquisition of
substantially all the assets of Schutt Sports through a
transaction conducted under Section 363 of the U.S. Bankruptcy
Code, and Schutt Sports, Inc.'s chapter 11 estate changed its
name to SSI Liquidating, Inc.


SEDGWICK CLAIMS: Seeks $600-Mil. Loan for Purchase
--------------------------------------------------
Sedgwick Claims Management is seeking a $600 million first lien
term loan to fund acquisition of claims administrator Specialty
Risk Services Inc. from The Hartford Financial Services Group
Inc., Krista Giovacco at Bloomberg News reported, citing a person
familiar with the negotiations.  The first-lien debt will also be
used to refinance an existing term loan.  Bank of America Corp.
and Barclays Capital were scheduled to meet with lenders on
February 1 to discuss the transaction, said the person.

                    About Sedgwick Claims Mgt.

Sedgwick Claims Management Services offers insurance claims
administration services to major employers, focusing on workers'
compensation; short- and long-term disability; and general, auto,
and professional liability coverage.  The firm serves clients in
such industries as financial services, health care, utilities,
education, manufacturing, and retail through a network of about
150 offices in the US and Canada.

                          *     *     *

On January 26, 2011, Standard & Poor's Ratings Services revised
its outlook on Sedgwick Claims Management Services Inc. to
positive from stable and affirmed all of its ratings on the
Company, including the 'B+' counterparty credit rating.  "With the
acquisition of Specialty Risk Services LLC (SRS) from
Hartford Financial Services Group Inc., the combined operation
should realize meaningful cost synergies and enjoy potential
revenue growth through cross-selling opportunities," noted
Standard & Poor's credit analyst Robert E. Green.

Moody's, on the other hand, lowered Sedgwick's first-lien loan
rating to 'B2' from 'B1' citing an expectation of higher leverage.
Sedgwick's adjusted debt to earnings before interest, taxes,
depreciation and amortization was 5.9 times for the 12 months
through September 2010, Moody's said in the report.


SMURFIT-STONE: Third Point, Monarch Lobby vs. Rock-Tenn Merger
--------------------------------------------------------------
Third Point LLC, Royal Capital Management, L.L.C. and Monarch
Alternative Capital LP announced they had sent the following
letter to the Board of Directors of Smurfit-Stone Container
Corporation (SSCC 37.75, -0.01, -0.03%) announcing and explaining
their intention to vote against the proposed merger of Smurfit-
Stone Container with a subsidiary of Rock-Tenn Company:

February 2, 2011
Mr. Ralph F. Hake, Chairman
Mr. Patrick J. Moore, Director and Chief Executive Officer
Mr. Timothy J. Bernlohr, Director
Mr. Terrell K. Crews, Director
Mr. Eugene I. Davis, Director
Mr. Michael E. Ducey, Director
Mr. Jonathan F. Foster, Director
Mr. Ernst A. Haberli, Director
Mr. Arthur W. Huge, Director
Mr. James J. O'Connor, Director
Smurfit-Stone Container Corporation
222 N. LaSalle Street
Chicago, IL 60601
Attention: Ralph F. Hake, Chairman


Gentlemen:

Investment funds we manage are shareholders of Smurfit-Stone
Container Corporation ("Smurfit" or the "Company"), collectively
holding approximately 9% of the Company's outstanding common stock
(the "Common Stock"). Our managed funds received more than 60% of
our shares in the Company's bankruptcy reorganization, and owned
more than 96% of our current holdings before the Company announced
its agreement to be acquired by Rock-Tenn Company ("Rock-Tenn") in
a cash-and-stock merger (the "Merger"). We are writing to express
our disappointment at the merger terms you approved, and to
announce our intention to vote against the Merger as it stands
today.

We believe that the acquisition by Rock-Tenn substantially
undervalues the Company and we are acutely disappointed that the
Board of Directors is willing to throw in the towel on the
significant upside inherent in the Company's assets. To add insult
to injury, it appears that the Company did not run a sale process,
apparently in violation, or at least in ignorance, of your duties
to shareholders to seek the best price available. Finally, we
cannot help but wonder whether Mr. Patrick Moore's employment
contract, which is set to expire on March 31st of 2011, played any
part in pushing for this sale, given that he personally stands to
earn a windfall in excess of $15 million as a result of the
Merger.

One need look no further than the action of Rock-Tenn's stock
price following the announcement of the Merger. Typically, when an
acquirer is deemed to have paid a "full and fair price" for a
target, the acquirer's shares trade down. It is telling to note
that the price of Rock-Tenn common stock is UP 18% since the
announcement, clear evidence that the market believes Rock-Tenn is
getting a steal. This evidence is further buttressed by comments
made by the CEO of Rock-Tenn in a conference call announcing the
Merger (more on that below).

In short, we cannot help but conclude that the Board has forsaken
its primary duty to maximize value for shareholders. We believe
that, ultimately, Rock-Tenn would have been willing to pay
significantly more for the strategic assets of the Company, and
that there is still an opportunity for other buyers (perhaps with
more potential synergies) to come forward with a valuation that is
significantly higher than the implied Rock-Tenn deal price.
Further, we believe that if the Board and management simply rolled
up their sleeves and continued on the Company's current course,
Smurfit shareholders would be better off on a stand-alone basis
than we would be if we were to accept the terms of the Rock-Tenn
transaction.

The Proposed Transaction Represents a Significant Discount to
Precedent Valuations

$500 Million to $1.1 Billion Asset Ignored and Adjusted EBITDA
Significantly Discounted

Rock-Tenn's press release announcing the transaction asserts that
$35.00 per share implies a Total Enterprise Value ("TEV") to
Adjusted EBITDA multiple for Smurfit of 6.1x. In fact, we think
the multiple is closer to 5.1x for the following reasons.

First, while Rock-Tenn chose to include Smurfit's full after-tax
unfunded pension liability in its TEV calculation, it neglected to
include the value of Smurfit's sizable net operating loss ("NOL")
asset of $500 million. On a "tax effected" basis, the NOL is worth
~$190 million or ~$1.88 per Smurfit share. This figure doesn't
even include the possibility of an additional $650 million in NOLs
that may be realized if the IRS permits Smurfit's treatment of
Black Liquor tax credits received in 2009. On a "tax effected"
basis, the additional NOL from these tax credits would
conservatively be worth ~$250 million or ~$2.45 per Smurfit share.
Second, Rock-Tenn annualized Smurfit's fourth quarter 2010
Adjusted EBITDA of $205 million, resulting in a "run-rate" figure
of $820 million, even though Rock-Tenn CEO James Rubright
acknowledged on the January 24th conference call announcing the
Merger (the "Conference Call") that this Adjusted EBITDA figure
was based on "the seasonally weakest December quarter."
Annualizing Smurfit's adjusted EBITDA for the six months ended
December 31, 2010 is far more appropriate, and Mr. Rubright
himself acknowledged that "if we had used trailing six month pro
formas ... for Smurfit, particularly given the fact that those are
the post-bankruptcy operating results, it would have been higher"
than $820 million. Moreover, Smurfit has reported anticipated SG&A
savings of $50 million in 2011 from actions already taken. As
these savings are prospective, they obviously are not included in
the "run rate" for the fourth quarter of 2010. Thus, if we were to
annualize Smurfit's trailing six month Adjusted EBITDA and add the
SG&A savings, we would arrive at a more appropriate "run-rate" for
2011 Adjusted EBITDA of $938 million. It is unlikely that the
entire $110 per ton of containerboard price increases were fully
reflected in the earnings in the second half of 2010 due to
Smurfit's exposure to semi-annual and annual contracts.
International Paper and Temple-Inland announced on their third
quarter earnings calls that they had realized $95 and $93 per ton
of the price increases, respectively, at September 30, 2010. This
"run rate" figure also does not include the significant benefit
from a successful implementation of the 2011 price increase
already announced by one of Smurfit's competitors. Additionally,
we are not alone in our views regarding Smurfit's earning
potential. Goldman Sachs research analyst Richard Skidmore
published a report on January 9th, the most recent report
published by a major firm before the Merger, which estimated
Smurfit's 2011 EBITDA at $938 million.

As illustrated below, Rock-Tenn's announced valuation multiple of
6.1x times drops to a paltry 5.1x with the adjustments described
above. We will not know until we see the proxy statement for this
transaction, but we wonder just what numbers Smurfit's board was
looking at when it approved the Merger? This is the critical
question, because if Rock-Tenn had been willing to pay 6.1 times
the more appropriate Adjusted EBITDA of $938 million, and if an
appropriate value had been ascribed to the NOL, Smurfit's
shareholders would receive nearly $44.00 per share of Common Stock
in the Merger.

                                                    EBITDA       Illustrative
                                     Rock-Tenn     Adjusted        Potential
                                     Valuation     Valuation       Valuation
                                    ----------- -------------- ----------------
  Cash                                 $   449    $   449         $   449
  Debt                                   1,194      1,194           1,194
  After Tax Pension                        700        700             700
                                         -----      -----           -----
    Net Debt and Pension                 1,445      1,445           1,445
  NOLs                                      --       (190)          (190)
  Fully Diluted Shares (mm)                101        101             101
  Price per Share                      $ 35.00    $ 35.00         $ 43.98
                                    ---- -----  --- -----      ---- -----
    Market Capitalization                3,536      3,536           4,443
                                         -----      -----           -----
    TEV                                $ 4,981    $ 4,791         $ 5,698
                                    ==== =====  === =====      ==== =====
  Smurfit Run Rate Adjusted EBITDA     $   820    $   938         $   938
  --------------------------------  ---- -----  --- -----      ---- -----
  Implied TEV / Adjusted EBITDA        6.1x          5.1x            6.1x
  --------------------------------  ----------- -------------- ----------------

Even Mr. Rubright has acknowledged that the Adjusted EBITDA used
to arrive at the 6.1x figure is questionable: "It's not hard to
have annualized to a higher number than the one [Rock-Tenn] used."
It may not be hard, but one can only wonder whether the Smurfit
Board did so when it approved the Merger. We await the proxy
statement to learn precisely what Adjusted EBITDA figure the Board
had in mind.

Historical Multiples are Significantly Higher

Whether the multiple is 5.1x or 6.1x, precedent transactions in
this industry are significantly higher. In fact, Lazard Freres &
Co., the same company that gave a fairness opinion to the Board
for this transaction, testified in the Summer of 2010 during
Smurfit's bankruptcy plan confirmation hearing that precedent
containerboard transactions over the last decade had a median TEV
to EBITDA ratio of 7.7x! With recent consolidation, one could
argue that transactions in the industry should command an even
higher multiple. As illustrated below, a multiple of 7.7x and the
appropriate Adjusted EBITDA would bring consideration to
approximately $59 per share. Even if we used Rock-Tenn's
intentionally understated Adjusted EBITDA of $820 million, a 7.7x
multiple would bring consideration to approximately $50 per share.
Again, we look forward to reviewing the proxy statement to
determine how the Board and its advisers could possibly have
gotten comfortable with this anemic premium.

                                     Precedent Transaction Mult.
                                    -----------------------------
                                       Rock-Tenn        2H10A
                                      Adj. EBITDA    Adj. EBITDA
                                    -------------- --------------
  Cash                                $   449        $   449
  Debt                                  1,194          1,194
  After Tax Pension                       700            700
                                        -----          -----
    Net Debt and Pension                1,445          1,445
  NOLs                                   (190)         (190)
  Fully Diluted Shares (mm)               101            101
  Price per Share                     $ 50.07        $ 59.07
                                    --- -----      --- -----
    Market Capitalization               5,059          5,968
                                        -----          -----
    TEV                               $ 6,314        $ 7,223
                                    === =====      === =====
  Smurfit Run Rate Adjusted EBITDA    $   820        $   938
  --------------------------------  --- -----      --- -----
  Implied TEV / Adjusted EBITDA          7.7x           7.7x
  --------------------------------  -------------- --------------

Questionable Sale Process

A low transaction multiple is tough to swallow in any context, but
it is a particularly bitter pill when it has resulted from a sale
process that appears to be anything but robust. While we await the
proxy statement to confirm this, Mr. Rubright's comments on the
Conference Call that "this transaction was exclusively negotiated
on a one-on-one basis," and that Rock-Tenn "[doesn't] like to do
transactions that are in a process," lead us to believe that the
Company and its advisers did not set up a competitive process for
this asset. In our experience, providing a would-be acquirer an
exclusive opportunity to bid on your company, failing to conduct a
market-check and ultimately signing a merger agreement without a
"go-shop" provision and with a termination fee that borders on the
high-end of reasonable is a likely indication that incentives of
the Board are misaligned with those of the shareholders. One need
look no further for misalignment than the interests of CEO and
Director Patrick J. Moore.

After leading Smurfit into a bankruptcy that wiped out its prior
shareholders, Mr. Moore was rewarded by being re-hired by the
Board as Smurfit's CEO for a period of 9 months, scheduled to
terminate on March 31, 2011. While moderate retirement packages
for CEOs are commonplace, Mr. Moore appears to have hit the
jackpot with his. In addition to receiving pension, health and
other benefits, and becoming eligible for a "special incentive"
bonus of $3.5 million upon retirement, he was granted a "change of
control bonus" in his short-term employment agreement that would
pay him a substantial sum if the Company received a "change of
control" offer (such as for the Merger) before his retirement date
and the transaction were to occur on or before September 30, 2011.
Tellingly, he would receive nothing if, by that date, no change of
control has occurred. Under this bonus provision, Mr. Moore stands
to realize, by our account, a windfall payment of approximately
$19 million (less any "special incentive" bonus he's received)
upon the closing of the Merger! Collectively, the Smurfit officers
are getting $42 million. It is therefore not hard to imagine the
incentives that pushed Mr. Moore, and possibly the Board, towards
accepting this transaction with an eager buyer (especially at this
price) without bothering to conduct a market check. Shareholders,
however, do not receive the same special benefits, and we cannot
help but wonder whether his looming retirement motivated Mr. Moore
to push for a less-than-optimal result for his shareholders.

Smurfit Could Go It Alone and Shareholders Would be Better Off

It is no secret that Smurfit is an undermanaged, underperforming
company with substantial upside opportunity and highly valuable
assets. Obviously, Rock-Tenn believes this to be the case, as
evidenced by Mr. Rubright's comment on the Conference Call that
"the opportunities for ... investments in the Smurfit mill system
are basically unlimited with very, very high paybacks." Unlimited
opportunities for projects with "very, very high paybacks"? It
sounds incredibly attractive to us. These opportunities do not
require a strategic partner, and an independent Smurfit would have
more than sufficient cash flow to fund them. All it would take is
a Board seeking to maximize shareholder value and a management
team properly incentivized for long-term appreciation and not a
short-term exit.

Smurfit's lack of a permanent management team and prior investment
constraints prevented it from eliminating some rather glaring
operational inefficiencies. Smurfit's margins have long trailed
its competitors despite having a mill system which Rock-Tenn and
industry consultants believe to have at worst average structural
costs. Smurfit also maintains multiple corporate headquarters,
further illustrating the significant level of "low hanging fruit"
within the Company's standalone cost structure. Mr. Rubright
alluded to these opportunities when he stated that "perhaps the
greatest value proposition in this transaction is bringing Rock-
Tenn's extremely customer focused approach to the market place;
our discipline and execution; and our track record of continuous
operational and administrative excellence . . . ."  Customer
focus, discipline and execution, and continuous operational and
administrative excellence are fundamental building blocks of any
successful enterprise.  A competent, motivated and properly
incentivized management team would surely be capable of
capitalizing on these opportunities and the great value they
represent to Smurfit shareholders. So why does the Board believe
that a merger with a competitor is the best way for Smurfit to
realize its potential?

One of the more egregious examples of leaving money "on the table"
is Smurfit's underfunded pension. While the "after tax" amount of
underfunding stood at $700 million as of December 31, 2010, this
number likely overstates the Company's actual cash obligations.
If, over the next two years, interest rates increase by 100 basis
points and Smurfit were to contribute the $445 million currently
projected, the plan would be nearly fully funded. Furthermore, if
one "tax effects" this $445 million contribution, then the
liability would be only $275 million, or a full $425 million less
than the reported figure of $700 million.  It is clear that Rock-
Tenn is fully aware of this potential savings, again as evidenced
by Mr. Rubright's comments on the Conference Call after an analyst
asked him whether there could be a substantial reduction in the
pension obligation:

     "You broke the code, okay? So you're right... If what you are
     suggesting happens, ... mandatory funding responsibility will
     come down, and would we over-fund this pension plan? The
     answer is no."

Significant Benefits to Rock-Tenn Should Have Led to Higher
Consideration

Rock-Tenn's asset base is 100% dependent on recycled inputs,
meaning its earnings are highly vulnerable to increases in the
cost of recycled fiber.  Smurfit's assets, on the other hand, are
approximately 65% virgin fiber based, providing the Company with a
long term structural advantage.  Asian recycled capacity, mostly
located in China, represents approximately 31% of total global
containerboard capacity.  Continued economic growth in that region
should increase global competition for recycled fiber inputs,
which recently reached historically high price levels.  Rock-Tenn
is disadvantaged relative to its domestic competitors which, like
Smurfit, mainly operate virgin input assets.  Mr. Rubright
summarized the advantageous position of Smurfit's assets when he
stated that "the fact is United States virgin containerboard is a
highly strategic global asset."  Given Rock-Tenn's structural
disadvantage and appearance as a "forced buyer" of virgin input
capacity, along with the meaningful synergies that Rock-Tenn
surely expects to bring to the combined company, the Board should
have demanded Rock-Tenn pay a meaningfully higher premium to the
market price of the Common Stock than the paltry 27% agreed to in
the Merger.

For all these reasons, we believe the Merger woefully shortchanges
Smurfit shareholders.  Although we believe that Smurfit has the
potential to thrive as a stand-alone company, we do not quarrel
with the strategic rationale behind the Merger, and would support
a sale of the Company, but believe that any business combination
with Rock-Tenn or any other party must provide adequate
consideration for the holders of Common Stock.  We note that the
shareholder base appears to have turned over significantly since
the announcement of the Merger, with over 100 million shares
having changed hands already.  Fortunately, the Merger was agreed
to without any shareholder lockups or voting commitments, and
therefore, given the wide dispersal of the Company's common stock,
the ultimate approval by shareholders is by no means assured.  We
believe that there are other potential acquirers who may come
forth, and we encourage any and all to do so.

We greatly regret that you, our representatives and fiduciaries,
unwisely entered into a transaction without seeking competitive
bids.  As things stand now, we cannot support the Merger.

Sincerely,

   Third Point LLC       Royal Capital Management, L.L.C.   Monarch
                                                            Alternative
                                                            Capital LP
  /s/ Josh Targoff       /s/ Yale Fergang                   /s/ Andrew
                                                            Herenstein
  --------------------   --------------------------------   -------------
  Josh Targoff           Yale Fergang                       Andrew
                                                            Herenstein
  cc: David W. Bonanno   cc: Neal Shah                      cc: Roger
                                                            Schmitz

        Third Point LLC       Royal Capital Management, L.L.C.
Monarch Alternative Capital LP
390 Park Avenue, 19th Floor   623 Fifth Avenue, 24th Floor
535 Madison Avenue
     New York, NY 10022             New York, NY 10022
New York, NY 10022

                         About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
served as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, served as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC served as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acted as the Debtors' notice and
claims agent.

The Company's Plan of Reorganization, which was confirmed by the
U.S. Bankruptcy Court on June 21, 2010, and recognized by a
Canadian court order, became effective July 1.

The Plan provides that 2.25% of the new Smurfit-Stone common stock
pool will be distributed pro rata to the Company's previous
preferred stockholders and 2.25% of the New Smurfit-Stone common
stock pool will be distributed pro rata to the Company's previous
common stockholders.


SOLOMON DWEK: Court Dismisses Ch. 11 Trustee Suit vs. Kohen
-----------------------------------------------------------
Bankruptcy Judge Kathryn C. Ferguson dismissed the lawsuit,
Charles A. Stanziale, Jr., as Liquidating Trustee of Solomon Dwek
and Monmouth Road Brokers, LLC, v. Joseph Kohen and ABC Corps
1-10, Adv. Pro. No. 08-2205 (Bankr. D. N.J., September 10, 2008).
The lawsuit seeks (1) an accounting of all funds benefits and
services directly or indirectly by or for the benefit of Mr.
Kohen, including those paid to other entities that Mr. Kohen
controls or in which Mr. Kohen has an interest; (2) turnover of
rent payments received from tenants at the building owned by
Monmouth; and (3) payment of rent for occupancy of the premises
owned by Monmouth.

The Court noted that Messrs. Kohen and Dwek engaged in numerous
business transactions from 2004 through 2006.  Many of these
transactions were fraudulent.  Most of these fraudulent
transactions involved a trust account held by mr. Kohen in the
name of Jerome Shapiro, which was used to transfer money between
Messrs. Dwek and Kohen.  The Court also noted that at some point,
Messrs. Dwek and Kohen agreed to transfer sole ownership of
Monmouth to Kohen.

The Court held that Mr. Kohen is the sole member and owner of
Monmouth.  Accordingly, the Dwek estate has no interest in
Monmouth.

A copy of the Court's January 31, 2011 Memorandum Opinion is
available at http://tinyurl.com/64yzog3from Leagle.com.

                        About Solomon Dwek

Several creditors filed an involuntary Chapter 7 bankruptcy
petition against Solomon Dwek (Bankr. D. N.J. Case No. 07-11757)
on February 9, 2007.  On February 13, 2007, SEM filed for
voluntary Chapter 11.  On February 22, 2007, the Dwek bankruptcy
case was converted to Chapter 11 and it was administratively
consolidated with the SEM bankruptcy.


SOUTHWEST GEORGIA ETHANOL: Seeks Bankruptcy Protection
------------------------------------------------------
Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
sought bankruptcy protection in Albany, Georgia, on February 1
(Bankr. M.D. Ga. 11-10145).

The Debtor owns and operates an ethanol production facility
located on 267 acres in Mitchell County, Georgia, producing
100 million gallons of ethanol annually.  Ethanol production
operations commenced in October 2008.  Revenue was $168.9 million
for fiscal year ended Sept. 30, 2010.  Net loss was $2.2 million
for the fiscal year ended Sept. 30, 2010 and $2.02 million for the
quarter ended Dec. 31, 2010.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31.  Debt includes $92 million
under a loan provided by eight secured lenders that include
AgCounty Farm Credit Services and Bank of Camilla and led by
WestLB AG, New York Branch, as administrative agent and collateral
agent.

Chief Financial Officer Lawrence Kamp said in court papers, "The
Debtor's profitability and liquidity have been materially reduced
by unfavorable fluctuations in commodity prices for ethanol and
corn, the Debtor's principal product and raw material ingredient,
respectively.  Ethanol and corn prices have been highly volatile
in recent years, and are beyond the Debtor's control.  Ethanol and
corn prices are not directly related to each other, meaning that
ethanol prices do not necessarily rise when corn prices rise.

The "crush margin" -- defined as the price of a gallon of ethanol
less the price of .357 bushels of corn (the amount of corn it
takes to produce one gallon of ethanol -- has ranged from a low of
$0.13 in 2010 to a high of $2.73 in 2006.  In 2006, the average
crush margin was $1.58 per gallon.  In 2007, $0.66; in 2008,
$0.34; in 2009, $0.39 and in 2010, $0.30.  "This reduction in
profitability has resulted in financial problems at numerous
ethanol producers across the nation and has led to a large number
of bankruptcies," Mr. Kamp said.

Mr. Kamp added that the Debtor has experienced a series of
operational difficulties since it commenced ethanol production in
October 2008, including numerous production stoppages that the
Debtor attributes to construction and design problems, which
production delays have further reduced the Debtor's liquidity.
Specifically, because of design flaws in the plant, an explosion
at the plant halted operation for more than a week.  Moreover,
because the plant did not dissipate
heat sufficiently during summer months, output in 20 I0 was
reduced.  The Debtor has taken steps to remedy such operational
difficulties, and the Debtor does not expect to suffer similar
production delays going forward.

The Debtor's reduced liquidity has diminished its ability to
service its secured debt. The Debtor's working capital loan
matures on February 20, 2011, and the Debtor believes that it will
be unable to satisfy its obligations on that date.

"Ultimately, the combination of unfavorable fluctuations in
commodity prices of corn and ethanol, operational difficulties due
to working capital restrictions and events beyond the Debtor's
control, the Debtor's projected inability to satisfy its working
capital debt maturity, and the Debtor's inability to restructure
its overall debt obligations have precipitated its need to seek to
reorganize under Chapter 11 of the Bankruptcy Code."

                           *     *     *

Bloomberg News notes that since 2008, at least 11 ethanol-related
companies have sought court protection, including VeraSun Energy
Corp., once the second-largest U.S. ethanol maker; units of
Pacific Ethanol Inc.; and White Energy Holding Co.


SOUTHWEST GEORGIA ETHANOL: Case Summary & Creditors' List
---------------------------------------------------------
Debtor: Southwest Georgia Ethanol, LLC
          dba Southwest Georgia Ethanol, LLC, a FUEL Company
        4433 Lewis B. Collins Road
        Pelham, GA 31779
        Tel: (229) 522-2822

Bankruptcy Case No.: 11-10145

Chapter 11 Petition Date: February 1, 2011

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Albany)

About the Debtor: SGE owns and operates an ethanol production
                  facility located on 267 acres in Mitchell
                  County, Georgia, producing 100 million gallons
                  of ethanol annually.  Ethanol production
                  operations commenced in October 2008.  Revenue
                  was $168.9 million for fiscal year ended
                  Sept. 30, 2010.

Debtor's Counsel: John Michael Levengood, Esq.
                  MCKENNA LONG & ALDRIDGE LLP
                  303 Peachtree Street, Suite 5300
                  Atlanta, GA 30308
                  Tel: (404) 527-4830
                  Fax: (404) 527-4831
                  E-mail: mlevengood@mckennalong.com

Debtor's
Investment
Banker and
Financial
Advisor:          MORGAN KEEGAN & COMPANY, INC.

Debtor's
Claims &
Notice Agent:     EPIQ BANKRUPTCY SOLUTIONS, LLC

Total Assets: $164.7 Million as of Dec. 31., 2010

Total Debts: $134.1 Million as of Dec. 31, 2010.

The petition was signed by Lawrence Kamp, chief financial officer.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Norfolk Southern Railway           Trade Debt           $1,441,380
P.O. Box 532797
Atlanta, GA 30353-2797

Performance AG                     Trade Debt             $805,008
516 Browns Cove Road, Unit J
Ridgeland, SC 29936

CSX                                Trade Debt             $722,745
P.O. Box 44054
Jacksonville, FL 32231-4054

O'Hearn Farm Partnership           Trade Debt             $553,859
622 Five Fork Road
Shellman, GA 39886

Georgia Power                      Trade Debt             $551,759
96 Annex
Atlanta, GA 30396-0001

Trinity Industries Leasing Co.     Trade Debt             $386,552
P.O. Box 7777
Philadelphia, PA 19175-0131

Novozymes North America, Inc.      Trade Debt             $316,321
P.O. Box 7247-7554
Philadelphia, PA 19170-7554

Tison, H.R.                        Trade Debt             $284,330
4501 Highway 313
Warwick, GA 31796

R.W. Griffin Terminal Services,    Trade Debt             $216,920
L.L.C

Hillside Farms & Commodity Credit  Trade Debt             $194,816
Corp

McClurc Farms                      Trade Debt             $159,599

Big Bend Industrial Sales          Trade Debt             $148,591

Eddi Miller Farms and Southwest    Trade Debt             $147,149
GA. Farm Credit

International Dioxide Inc.         Trade Debt             $139,302

Cherokee Equipment, Inc.           Trade Debt             $122,338

McClure and Gwimes                 Trade Debt             $119,078

Robert E. McLendon Farms, LLC      Trade Debt              $81,824

Collins, Conner & Drew             Trade Debt              $78,887

Bonner, Joy                        Trade Debt              $72,149

Georgia & Florida Railway          Trade Debt              $65,036


STEVEN WEST: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Steven West Custom Homes, Inc.
        5038 Tarry Glen Drive
        Suwanee, GA 30024

Bankruptcy Case No.: 11-53077

Chapter 11 Petition Date: January 31, 2011

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

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: pmarr@mindspring.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/ganb11-53077.pdf

The petition was signed by Steven West, CEO.


STONE CREEK VILLAGE: Contempt Judgment Violates Automatic Stay
--------------------------------------------------------------
Stone Creek Village Property Owners Association, Inc., filed its
petition for bankruptcy and provided notice to respondents John E.
Vogt and Nelda L. Vogt, on November 4, 2010.  The next day, a
hearing was held before the 216th District Court sitting in
Kendall County, Texas, in which the Vogts sought a judgment
against several defendants for contempt of court.  A Contempt
Judgment was entered on November 5, 2010, that contains findings
of contempt against the Debtor.

At the Debtor's behest, Bankruptcy Judge Leif M. Clark ruled that
the finding of contempt against the Debtor for failure to remove
encroachments owned by the Debtor is a violation of the automatic
stay.  The order assessing costs jointly and severally against the
Debtor is a violation of the automatic stay.  The Contempt
Judgment is a violation of the automatic stay.  The violation was
not intentional as defined by 11 U.S.C. 362(k).

Judge Clark declined to rule on the pursuit of Cause No. 06-150
and the effect of the Contempt Judgment against third parties.
Judge Clark denied the Debtor's request for monetary sanctions
under Sec. 362(k).

A copy of Judge Clark's January 31, 2011 Memorandum Opinion and
Order is available at http://tinyurl.com/6gc3cdafrom Leagle.com.

Boerne, Texas-based Stone Creek Village Property Owners
Association, Inc. -- taprins@prinslaw.com -- filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 10-54343) on November 4,
2010.  Todd A. Prins, Esq., at PRINS LAW FIRM, in San Antonio,
serves as the Debtor's counsel.  In its petition, the Debtor
estimated under $50,000 in assets and $1 million to $10 million in
debts.


STONE GALLERY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Stone Gallery International Corporation
        1340 West Ardmore Avenue
        Itasca, IL 60143

Bankruptcy Case No.: 11-03559

Chapter 11 Petition Date: January 31, 2011

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

Judge: Eugene R. Wedoff

Debtor's Counsel: Steven S. Potts, Esq.
                  2349 Walters Avenue
                  Northbrook, IL 60062
                  Tel: (847) 291-6823
                  Fax: (847) 291-6823
                  E-mail: otispott@comcast.net

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 Salvatore Loduca, president.


SUPERIOR ACQUISITIONS: Can Use Rents to Pay Property Expenses
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has granted Superior Acquisitions, Inc., permission to use the
rents from 15895 Dam Road Ext., in Clearlake, Calif. for the
limited purpose of paying the expenses of the property that must
be paid to protect the property and RWW Inc.  The Debtor will not
spend or otherwise use the rents received from RWW Inc. except
payment by check drawn on the Debtor's checking account with
PremierWest Bank (account no. 756004689).

Copies of each check must be delivered to PremierWest Bank's
counsel, Seyfarth Shaw LLP (solson@seyfarth.com), concurrently
with each payment.

The Debtor must continue to deposit all rent payments received
from tenant RWW Inc. including rent payments received for the
months of December 2010 and January 2011, into the Debtor's
checking account with PremierWest Bank.

                   About Superior Acquisitions

Lakeport, California-based Superior Acquisitions, Inc., filed for
Chapter 11 bankruptcy protection on September 28, 2010 (Bankr.
N.D. Calif. Case No. 10-13730).  Michael C. Fallon, Esq.,
represents the Debtor in the Chapter 11 case.  In its schedules,
the Debtor disclosed assets of $13,889,530 and liabilities of
$14,866,437 as of the Petition Date.


TERRESTAR NETWORKS: Parties Agree on Plan Confirmation Timeline
---------------------------------------------------------------
TerreStar Networks Inc., the Official Committee of Unsecured
Creditors; the Ad Hoc Group of Holders of 15% Senior Secured
Notes; EchoStar Corporation; Harbinger Capital Partners LLC on
behalf of its managed and affiliated funds; Solus Alternative
Asset Management LP; Marathon Asset Management, L.P.; Sprint
Nextel Corporation; and U.S. Bank National Association, as
Indenture Trustee and Collateral Agent, agreed to enter into a
case management order in connection with the hearing to consider
confirmation of the TSN Debtors' Chapter 11 Plan of
Reorganization.

The agreed upon case management order is still subject to the
Court's approval.  A hearing on the matter will be conducted on
February 4, 2011.

The Parties specifically stipulate on these terms:

  -- The Parties will have served document requests and
     interrogatories regarding contested Plan confirmation
     issues no later than January 14, 2011.

  -- Written responses and objections to discovery requests will
     have been served by January 21, 2011, unless otherwise
     agreed to by the relevant parties.

  -- Documents and materials responsive to discovery requests
     will be produced on a rolling basis in good faith.  Best
     efforts will be made to begin production by January 19,
     2011, and to substantially complete production by
     February 1, 2011, unless otherwise agreed to by the
     relevant parties.

  -- On February 7, 2011, by 5:00 pm prevailing Eastern Time,
     the Parties will exchange lists of all fact witnesses,
     excluding rebuttal witnesses, which each Party intends in
     good faith to call to provide testimony at the Confirmation
     Hearing.

  -- Deposition notices or subpoenas of witnesses and previously
     identified fact witnesses will have been served by
     January 28, 2011, unless otherwise agreed to by the
     relevant parties.  Deposition notices or subpoenas of any
     additional fact witnesses identified subsequent to
     January 28, 2011 will be served on or before 5:00 pm
     prevailing Eastern Time on February 7, 2011.

  -- Fact depositions may commence on February 9, 2011 and
     should be completed by February 16, 2011.  Each Party must
     ensure that its counsel can be present for fact depositions
     so that the depositions can take place between February 9
     and 16, 2011.  All Parties acknowledge that multiple
     deposition tracks may be required.  In the event that
     despite the best efforts of the Parties it is not possible
     to complete fact depositions by February 16, then the
     Parties will cooperate so that fact depositions may be
     completed as soon as possible thereafter.

In addition, the Parties agree that:

  -- The initial identification of all testifying expert
     witnesses and topics of intended expert testimony will
     have been made by January 10, 2011, unless otherwise
     agreed to by the relevant parties.  The Debtors must
     produce their expert reports by 5:00 pm prevailing Eastern
     Time on February 2, 2011.  Except as provided for, all
     other Parties must produce their expert reports, if any, by
     5:00 p.m. prevailing Eastern Time on February 8, 2011.
     Rebuttal expert reports, if any, must be produced by 5:00 pm
     prevailing Eastern Time on February 14, 2011.  Sprint's
     expert report, if any, rebutting the Debtors' expert reports
     must be produced by 5:00 pm prevailing Eastern Time on
     February 17, 2011;

  -- Deposition notices or subpoenas of expert witnesses will be
     served on or before 5:00 pm prevailing Eastern Time on
     February 2, 2011; and

  -- Expert depositions may commence on February 15, 2011, and
     must be completed by February 18, 2011.  A deposition of
     Sprint's expert, if any, may commence on February 23, 2011,
     and must be completed by February 25, 2011.  Each Party
     must ensure that its counsel can be present for expert
     depositions so that those depositions can take place as
     outlined.  All Parties acknowledge that multiple deposition
     tracks may be required.

As reported in the Troubled Company Reporter, the Debtors have
filed a proposed Joint Chapter 11 Plan.  The explanatory
disclosure statement has been approved by the Court as containing
"adequate information" pursuant to Section 1125(a) of the
Bankruptcy Code.  Full-text copies of the Solicitation Versions of
the Plan and Disclosure Statement are available for free at:

            http://bankrupt.com/misc/TSNFinalPlan.pdf
             http://bankrupt.com/misc/TSNFinalDS.pdf

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

Michel Wunder, Esq., Ryan Jacobs, Esq., and Jarvis Hetu, Esq., at
Fraser Milner Casgrain LLP and Ira Dizengoff, Esq., Arik Preis,
Esq., and Ashleigh Blaylock, Esq., at Akin Gump Strauss Hauer &
Feld LLP, serve as bankruptcy counsel to the Debtors.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.  Otterbourg Steindler Houston & Rosen P.C. is the counsel
to the Official Committee of Unsecured Creditors.  FTI Consulting,
Inc., is the Committee's financial advisor

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


TERRESTAR NETWORKS: Removal Period Extended Until Confirmation
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended that the time period under Rule 9027(a)(2) of the Federal
Rules of Bankruptcy Procedure in which TerreStar Networks Inc. and
its units may file notices of removal with respect to any civil
actions they are parties to through the earlier of:

  (a) the date an order is entered confirming a Chapter 11 plan
      in each Debtor's Chapter 11 case; or

  (b) 60 days after the appointment of a Chapter 7 trustee.

The Court's order is without prejudice to any position the
Debtors may take regarding whether Section 362 of the Bankruptcy
Code applies to stay any particular civil action.

In the extension request, Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, told the Court that since
the commencement of their Chapter 11 cases and in light of the
case's expedited timeline, the Debtors have worked diligently on a
number of critical matters and as result, have not had sufficient
time to consider whether to remove civil actions.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

Michel Wunder, Esq., Ryan Jacobs, Esq., and Jarvis Hetu, Esq., at
Fraser Milner Casgrain LLP and Ira Dizengoff, Esq., Arik Preis,
Esq., and Ashleigh Blaylock, Esq., at Akin Gump Strauss Hauer &
Feld LLP, serve as bankruptcy counsel to the Debtors.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.  Otterbourg Steindler Houston & Rosen P.C. is the counsel
to the Official Committee of Unsecured Creditors.  FTI Consulting,
Inc., is the Committee's financial advisor

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


TERRESTAR NETWORKS: Wants Plan Exclusivity Until August 16
----------------------------------------------------------
TerreStar Networks, Inc., and its debtor affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
by 120 days the exclusive periods during which only they may file
a Chapter 11 plan and solicit acceptances of that plan.  Pursuant
to Section 1121(d) of the Bankruptcy Code, the Debtors
specifically seek an extension of:

  (a) their Exclusive Plan Filing Period through and including
      June 16, 2011; and

  (b) their Exclusive Plan Solicitation Period through and
      including August 16, 2011.

Section 1121(b) of the Bankruptcy Code provides for an initial
120-day period after the commencement of a Chapter 11 case during
which a debtor has the exclusive right to file a plan of
reorganization.  Section 1121(c)(3) provides that if the debtor
files a plan of reorganization within the Exclusive Filing
Period, it has an exclusive 180-day period from the commencement
of the Chapter 11 case to solicit acceptances of and confirm that
plan.  Section 1121(d) permits a bankruptcy court to extend a
debtor's exclusive period to file a chapter 11 plan and solicit
acceptances of that plan upon demonstration of 'cause.'

TSN and six of its debtor affiliates filed a Chapter 11 Plan of
Reorganization and Disclosure Statement in November 2010 and have
submitted subsequent amended versions of the Plan to the Court
since them.  They anticipate the solicitation of votes for the
Plan to be completed shortly after the February 16, 2011
expiration date of the current Exclusive Plan Filing Period.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, notes that concurrently with the Plan process, the TSN
Debtors are conducting a comprehensive and robust marketing
process in an effort to consummate a sale of any or all of their
assets that will maximize value for all stakeholders in case the
proposed Chapter 11 plan won't be confirmed.  The TSN Debtors
relate that at this point, they do not know whether they will
need to avail themselves of an extension of the Exclusive
Periods.  However, since the present Exclusive Plan Filing Period
expires on February 16, prudence dictates seeking an extension of
the Exclusive Periods in the event additional time is needed to
obtain confirmation of the Plan or to draft a revised Chapter 11
plan and solicit votes of that Plan for the TSN Debtors, Mr.
Dizengoff asserts.

The remaining Debtors that are part of the TSN Debtors' Plan
continue to work with their key stakeholders on the terms of a
separate, consensual restructuring.  The Debtors anticipate that
their parent, TerreStar Corporation, will file a petition for
relief under Chapter 11 in the near term, and shortly thereafter,
the Non-TSN Debtors will be included in a Chapter 11 plan with
TSC.

"However, as those negotiations have not yet finalized, the Non-
TSN Debtors require more time to formulate their plan.  As a
result, the Non-TSN Debtors also seek a 120-day extension of
their Exclusive Periods," Mr. Dizengoff explains.

Mr. Dizengoff further points out that in less than 100 days since
the Petition Date:

  (a) the Debtors have continued to run their businesses in a
      Value-maximizing fashion while at the same time making
      significant progress on various issues in the Chapter 11
      cases;

  (b) the TSN Debtors have filed the Plan that, if consummated,
      would significantly deleverage the TSN Debtors' balance
      sheet through a conversion of more than $1 billion in
      secured debt to equity, while at the same time providing a
      recovery for the TSN Debtors' unsecured creditors;

  (c) the TSN Debtors have conducted and are continuing to
      conduct a comprehensive and robust marketing of the TSN
      Debtors' assets in the hopes of achieving a value-
      maximizing restructuring; and

  (d) the Non-TSN Debtors have made significant progress, along
      with their non-Debtor parent, TSC, on the terms of a
      restructuring of the Non-TSN Debtors and their "Above-The-
      Line" affiliates.

"Put simply, it is abundantly clear that an extension of the
Exclusive Periods is warranted," Mr. Dizengoff asserts.  He
elaborates that the Debtors' Chapter 11 cases are large and
complex and the issues facing the Debtors are difficult but the
Debtors have managed to make some key developments a little more
than three months into their bankruptcy cases.

Mr. Dizengoff maintains that despite a significant progress, the
Debtors require an extension of their Exclusive Periods for
several reasons:

  (1) The Non-TSN Debtors are not included in the Plan and
      require additional time to negotiate with their
      constituents regarding the terms of a consensual
      restructuring.

  (2) The TSN Debtors will not be able to bring the plan process
      to conclusion by the Exclusivity Expiration Date for these
      reasons:

      -- solicitation and confirmation of the Plan will not be
         completed by the Exclusivity Expiration Date and, as a
         result, the TSN Debtors may need additional time to
         revise and, if necessary, re-solicit the Plan; and

      -- if the marketing process is successful, the TSN Debtors
         may need to revise and re-solicit the Plan to account
         for any sale transaction.

Moreover, there are several contingencies that must be resolved
before the TSN Debtors' Plan can be confirmed, including
liability issues related to claims asserted against the Debtors
and challenges with respect to the collateral securing the TSN
Debtors' 15% Senior Secured Notes, Mr. Dizengoff says.

Furthermore, if the Exclusive Periods are allowed to expire in
the midst of soliciting approval for the Plan or before the TSN
Debtors' marketing process is concluded, there is a risk that the
TSN Debtors would not be able to keep these cases on track for an
expeditious emergence or that their ability to propose a Chapter
11 plan that takes into account a sale of their assets may be
jeopardized to the detriment of their, Mr. Dizengoff contends.
Indeed, if competing plans are proposed at this early stage of
the Chapter 11 cases, or in the context of a potential sale of
the TSN Debtors' assets, those plans would not only delay the TSN
Debtors' emergence, but could also jeopardize any sale the TSN
Debtors are pursuing at that time, he points out.

The Debtors' exclusivity extension request is not intended to
maintain leverage over a group of creditors whose interests are
being harmed by the Chapter 11 cases, Mr. Dizengoff assures the
Court.

A hearing to consider the Exclusivity Extension Request will be
held on February 16, 2011.  Objections are to be filed no later
than February 9, 2011.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

Michel Wunder, Esq., Ryan Jacobs, Esq., and Jarvis Hetu, Esq., at
Fraser Milner Casgrain LLP and Ira Dizengoff, Esq., Arik Preis,
Esq., and Ashleigh Blaylock, Esq., at Akin Gump Strauss Hauer &
Feld LLP, serve as bankruptcy counsel to the Debtors.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.  Otterbourg Steindler Houston & Rosen P.C. is the counsel
to the Official Committee of Unsecured Creditors.  FTI Consulting,
Inc., is the Committee's financial advisor

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


TRIBUNE CO: Court Orders Mediation With James Allen, et al.
-----------------------------------------------------------
At a hearing held on January 13, 2011, the U.S. Bankruptcy Court
for the District of Delaware directed the Debtors and James Allen,
Charles Evans, Pearls Evans, Gary Grant, Loretta Grant, Bill
McNair and Sean Serrao to undergo mediation before further
litigating the contested request for class treatment of Allen, et
al.'s class proofs of claim against the Debtors.

Accordingly, the Debtors' counsel, Norman L. Pernick, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington,
Delaware, certified to the Court that counsel for Allen, et al.,
consents to the entry of the Debtors' proposed mediation order.
He also asks the Court to enter the Mediation Order.

To recall, the Debtors filed an objection to the Class
Certification Motion.  Allen, et al., responded to that objection
arguing that their request should not be denied for untimeliness.

The Proposed Mediation Order provides, among other things, that:

  (a) The Debtors and Allen, et al., will agree on two
      potential mediators in New York with wage/hour experience
      no later than February 4, 2011;

  (b) The Debtors will use their reasonable best efforts to
      schedule a mediation session that includes the
      participation of Mitchell's Newspaper Delivery Service;
      and

  (c) The parties will report on the status of their mediation
      at a status conference scheduled for the March 22, 2011
      omnibus hearing.

                         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: Files Rule 2015.3 Report for December 2010
------------------------------------------------------
Tribune Co. and its units filed with the Court their periodic
report on the value, operations and profitability of certain
entities in which they hold: (i) a combined 100% interest of
certain non-debtor entities, and (ii) between a 20% and 50%
interest of certain non-debtor entities.

The estates of Tribune Company, Tribune Broadcasting Company, Sun-
Sentinel Company, TMS Entertainment Guides, Inc., Tribune Media
Services, Inc., Los Angeles Times Communications LLC, Chicago
Tribune Company, Eagle New Media Investments, LLC, and Tribune
Media Net, Inc., hold equity interests in these entities:

                                                Interest of
Name of Entity                                   the Estate
--------------                                   -----------
Fairfax Media, Incorporated                         72.4%
Multimedia Insurance Company                         100%
Riverwalk Center I JV                                100%
Tribune (FN) Cable Ventures, Inc.                    100%
Tribune Interactive, Inc.                            100%
Tribune National Marketing Company                   100%
Tribune ND, Inc.                                     100%
Tribune Receivables, LLC                             100%
TMS Entertainment Guides Canada Corp                 100%
Tribune Hong Kong Ltd.                               100%
Tribune Media Services B.V.                          100%
Professional Education Publishers International      100%
Tribune Employee Lease Company LLC                   100%
Blue Lynx Media, LLC                                 100%
CastTV, Inc.                                         100%
CIPS Marketing Group, Inc.                            50%
Los Angeles Times-Washington Post News Service, Inc.  50%
Legacy.com, Inc.                                    48.3%
McClatchy/Tribune News Service                      50.0%
Metromix LLC                                        48.9%
quadrantONE LLC                                     25.0%
TKG Internet Holdings II LLC                        42.5%

A full-text copy of the 2015.3 Report is available for free at:

      http://bankrupt.com/misc/Tribune_2015Report1210.pdf

                         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: Objects to McCormick $50 Billion Claim
--------------------------------------------------
Tribune Co. and its units have filed their 39th to 41st omnibus
claims objections.

In the 39th claims objection, the Debtors ask the Court to
disallow and expunge in their entirety eight proofs of claim,
totaling $153,239, that are substantively duplicate of one or more
other claims filed by or on behalf of the same claimants in
respect of the same liabilities.

In the 40th omnibus claims objection, the debtors ask the
Court to reduce or fix the value of each of the 167 claims,
aggregating $2,726,794, on the basis that each of the claims
was either (a) asserted in an amount that is higher than the
amount of liability reflected in the Debtors' books and records,
or (b) asserted in an amount that is entirely undetermined;
however, the documentation filed in support of those claim or
the Debtors' books and records reflect an amount that the Debtors
agree is owed.

In the 41st omnibus claims objections, the Debtors ask the Court
to disallow and expunge:

  (a) nine amended claims, aggregating $35,571,970;

  (b) three duplicate claims, totaling $393,543; and

  (c) six late-filed claims, in the aggregate amount of
      $50,001,403,033.

The largest of the Late-Filed Claims is Claim No. 6647 in the face
amount of $50,000,000,000 by claimant JoAnna Canzoneri McCormick.
The Debtors argue that, in addition to being late filed, they have
no liability on account of Claim No. 6647.  Claim No.6647 is
substantially identical to Claim No. 5844, which was filed by Ms.
McCormick on June 16, 2009 in the same amount on account of the
same alleged liability, the Debtors note.

                         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)


TRICO MARINE: G Jones Resigns as CFO; Duties Assumed by VP Morrell
------------------------------------------------------------------
In a regulatory filing Monday, Trico Marine Services, Inc.,
discloses that on January 17, 2011, Geoff Jones informed the
Company that he will cease to serve as Chief Financial Officer of
the Company effective February 11, 2011.  Current Vice President
of Finance Stephen Morrell will assume the responsibilities and
duties of the Principal Financial Officer.

                        About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed US$30,562,681 in assets and US$353,606,467 in
liabilities as of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TRIKEENAN TILEWORKS: To Seek Approval for Reorganization Plan
-------------------------------------------------------------
American Bankruptcy Institute reports that Trikeenan Tileworks
Inc. is seeking approval of its disclosure statement while a
competitor is trying to take over its assets.

Trikeenan Tileworks -- http://www.trikeenan.com/-- makes and
sells tiles.  Trikeenan Tileworks Inc. filed for Chapter 11
bankruptcy protection in New Hampshire on August 30, 2010 (Bankr.
D. N.H. Case No. 10-13725), estimating assets of between $500,000
and $1 million, and liabilities between $1 million to $10 million.
Trikeenan Holdings Inc., and Trikeenan Tileworks Inc. of New York,
also filed for Chapter 11 on August 30.  Jennifer Rood, Esq., at
Bernstein Shur, in Manchester, New Hampshire, serves as the
Debtors' counsel.


TRONOX INC: Anadarko Reaches Deal With U.S. Govt. on Documents
--------------------------------------------------------------
Anadarko Petroleum Corp. has reached an agreement with the U.S.
government to obtain most of the documents it sought related to
hundreds of environmental cleanup sites implicated in the
bankruptcy of Tronox Inc.

                         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.


TROPHY 315: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Trophy 315 International, LP
        8235 Douglas Avenue, Suite 423
        Dallas, TX 75225

Bankruptcy Case No.: 11-30801

Chapter 11 Petition Date: January 31, 2011

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

Judge: Barbara J. Houser

Debtor's Counsel: John Mark Chevallier, Esq.
                  MCGUIRE, CRADDOCK & STROTHER, P.C.
                  2501 N. Harwood, Suite 1800
                  Dallas, TX 75201
                  Tel: (214) 954-6800
                  Fax: (214) 954-6850
                  E-mail: mchevallier@mcslaw.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 seven largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txnb11-30801.pdf

The petition was signed by Woodrow R. Brownlee and David W.
Burgher, Jr., manager.


TUPPERWARE BRANDS: Moody's Reviews 'Ba1' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service placed Tupperware Brands Corporation's
Ba1 rating under review for possible upgrade.  The action is based
on the company's demonstrated and sustained operational
improvements over the past several years despite a weak economy,
its strong credit profile, and conservative financial policies.

The ratings review will focus on 1) management's strategy
regarding growth both organically and through acquisitions, and
2) the company's debt capital structure and maturity profile given
all its debt matures in 2012.

These ratings were placed under review for upgrade:

* Corporate family rating of Ba1

* Probability of default rating of Ba2

* $200 million senior secured revolving credit due September 2012
  of Baa3 (LGD 2, 19%)

* $405 million senior secured term loan A due September 2012 of
  Baa3 (LGD2, 19%)

Loss Given Default ratings are not under review.

Tupperware's Ba1 corporate family rating is driven by its strong
credit metrics, favorable positions in attractive direct selling
markets, its portfolio of recognized brand names, excellent
geographic diversification, and a base of independent sales
consultants that provides a significant platform for growth,
especially in emerging markets.

Notwithstanding these positive credit qualities, the rating
reflects the company's moderate scale, relatively narrow product
diversification and weaker market share position in the broader
consumer product, cosmetics and personal care sectors.  The rating
also considers ongoing growth challenges of the direct selling
model in mature markets (Europe and the U.S.), its exposure to raw
materials and currency price volatility, sensitivity to
discretionary spending trends, competition from traditional and
direct selling vendors, and the potential for future acquisitions
to supplement organic growth.

"Tupperware's operating performance and credit metrics have
improved despite the global economic downturn reflecting its
excellent geographic diversification, portfolio of recognized
brand names, favorable position in attractive direct selling
markets and conservative debt management," says Moody's Vice
President and Senior Credit Officer Janice Hofferber, CFA.

Tupperware's overall profitability has significantly improved
despite higher resin prices and other key commodities with gross
and EBITA margins exceeding 67% and 15%, respectively for the
period ending September 2010.

The company's organic sales growth continues to outperform with
2010 fourth quarter and full year local currency sales up 6%.
Management expects 2011 local currency growth to range between 6-
8%, supported by its diversified geographic portfolio of direct
selling businesses in attractive emerging markets combined with
its track record of growing its total sales force to record
levels, despite a still weak consumer environment in more mature
markets in the U.S. and Western Europe.

Continuous investment in its portfolio of premium brands and
strong top line growth has supported margin improvements.  As of
the last twelve months ended September 25, 2010, Debt to EBITDA
was 1.7 times, down from over 1.9 times the same period the
previous year and from over 4.0 times following its 2005
acquisition of Sara Lee's direct selling business.  For the fiscal
year ending December 2010, Moody's expect credit metrics to be
consistent with the nine month levels.  Tupperware's announcement
that it would repurchase up to $160 million in shares throughout
2011 (plus proceeds from stock options) reflects a more aggressive
financial policy however, its well positioned credit metrics
including low leverage, a large fiscal year-end cash balance, and
expectation of good free cash flow in 2011, provide financial
flexibility.  In addition, subsequent repurchases will be
dependent upon the company's ability to meet its cash flow targets
during the year.

Tupperware's could be upgraded to investment grade if the company
can demonstrate that it could maintain its strong operating
performance in an environment of large competitors and volatile
macro-economic conditions especially in certain emerging markets
while sustaining strong credit metrics including a Debt to EBITDA
ratio sustained below 2.5 times and an Interest Coverage ratio
above 4.0 times.

Given the review for possible upgrade, it is unlikely that
Tupperware's ratings would be downgraded.  However, its ratings
could face downward pressure if global macro-economic or
competitive conditions resulted in lower profits and cash flows,
or if the company were to adopt a more aggressive stance toward
financial policy or acquisitions such that its Debt to EBITDA
ratio was sustained above 3.0 times and/or its Interest Coverage
ratio declined below 3.0 times.

The last rating action regarding Tupperware was on September 12,
2008, when Moody's upgraded the company's corporate family rating
to Ba1 and assigned a Speculative Grade Liquidity rating of SGL-2.
Moody's revised Tupperware's rating outlook to positive on
January 27, 2010.

Headquartered in Orlando, Florida, Tupperware Brands Corporation
(NYSE: TUP) is a direct seller of premium food storage,
preparation, serving items and cosmetics and personal care
products with sales in almost 100 countries worldwide.
Tupperware's distribution system for its storage business includes
1,800 distributors, 58,700 managers and 1.2 million dealers
worldwide.  In addition, the company's beauty business commands a
direct sales force over 1.1 million.

For the fiscal year ending December 31, 2010, sales were
approximately $2.3 billion.


UNION MISSIONARY: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Union Missionary Baptist Church
        2470 Bruce Street
        Lithonia, GA 30058

Bankruptcy Case No.: 11-52997

Chapter 11 Petition Date: January 31, 2011

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

Debtor's Counsel: Latif Oduola-Owoo, Esq.
                  ESSENTIA LEGAL, P.C.
                  Suite 110, 3915 Cascade Road
                  Atlanta, GA 30331
                  Tel: (404) 549-6771
                  E-mail: latif@essentialegal.com

Estimated Assets: $0 to $50,000

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

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb11-52997.pdf

The petition was signed by Joseph A. Roseborough, chairman,
Trustee Ministry.


UNITED CONTINENTAL: May Purchase New Jets, Analysts Say
-------------------------------------------------------
United Continental Holdings, Inc., might not be far behind Delta
Air Lines in buying a new fleet of single-aisle jets, Christopher
Hinton of MarketWatch reported.  The report said the merged
airline has a fleet of grounded Boeing 737 jets that average 20
years old and are not fuel efficient.

Against this backdrop, Michel Merluzeau, a managing partner at G2
Solutions, foresees a 100-aircraft order by United Continental,
MarketWatch related.  Mr. Merluzeau notes that United Continental
might land a very good deal considering that Boeing has been "very
aggressively pricing the 737 and there are significant
opportunities at this time," the report added.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At 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: Opposes O'Hare Plan, Battles Over Reagan Slots
------------------------------------------------------------------
United Air Lines Inc. and American Air Lines, Inc., filed a
lawsuit against the city of Chicago concerning a construction
project at O'Hare International Airport, Andrew M. Harris and Mary
Jane Credeur of Bloomberg News reports.

The airlines stated in a complaint filed with a state court in
Chicago that the city has not gotten their approval for the
modification plan that will increase their costs of operating at
the airport, Bloomberg related.  Indeed, the carriers wrote in a
January 14, 2011 letter to Richard M. Daley, Chicago mayor, that
if the city moves forward with the project, the debt required
would make O'Hare "among the highest-cost airports in the
country," the report noted.

The carriers also argued that their leases require the city to
obtain their consent before selling bonds to finance the
construction, Bloomberg said.  Given the rising costs associated
with the construction, United and American withheld their
approvals, the report added.

Chicago Department of Aviation Commissioner Rosemarie Andolino
stated in a public statement that the city is willing to discuss
its modernization plans at O'Hare with the airlines at the
airport, provided that "the opportunity to realize the benefits
for the region and national aviation system cannot be lost."

In another dispute, US Airways Group Inc. and United are gearing
up for battle over whether Congress should lift a ban on non-stop
passenger flights between certain West Coast cities and northern
Reagan National Airport, Josh Mitchell of The Wall Street Journal
reports.

According to the article, US Airways is lobbying for a dozen of
new flights at Reagan Airport, believing that it would get a
larger share of the new flights as it operates more than 40% of
the airport's existing flights.  However, United is against the
prospect over worries that new long-haul flights at Reagan Airport
would siphon off customers from its hub at nearby Dulles
International Airport.

The Journal wrote that the debate is expected to heat up in coming
days as federal lawmakers will draft a wide-ranging bill that
would fund the Federal Aviation Administration and kick-start key
infrastructure projects.

                      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: Arbitrator Rules on Outsourcing Dispute
-----------------------------------------------------------
A federal arbitrator ruled in favor of pilots at United Air Lines,
Inc., and Continental Airlines, Inc., over outsourcing of flights,
Mary Jane Credeur of Bloomberg News reports.

Richard I. Bloch determined in a ruling dated December 30, 2010,
that United Continental cannot use the Continental Airlines code
on 70-seat jets operated by its regional partners based on a labor
contract that requires planes of that size to be flown by
Continental pilots, Bloomberg wrote.

According to the article, Continental pilots have a "scope clause"
in their contract that requires planes with 51 or more seats to be
flown by Continental pilots, not regional partners like SkyWest
Inc. while the United contract has a 71-seat scope.  Bloomberg
said United wanted to move some 70-seat jets to Continental hubs
and add Continental's code, prompting an objection by the pilots.

Nevertheless, the arbitrator allowed United to operate the 70-seat
regional jets at its Newark and Houston hubs using its own code,
Julie King, a spokesperson of United, confirmed to Bloomberg.  Ms.
King said that although United disagreed with the arbitrator's
decision, the company is pleased that it is still permitted to
redeploy 70-seat aircraft in markets.

Air Line Pilots Association at Continental Chairman Jay Pierce
commented that he is pleased with the abitrator's decision,
Bloomberg added.

                      About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/, http://www.united.com/
and http://www.continental.com/-- is the holding company for both
United Airlines and Continental Airlines.  Together with United
Express, Continental Express and Continental Connection, these
airlines operate a total of approximately 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.  United and
Continental are members of Star Alliance, which offers more than
21,200 daily flights to 1,172 airports in 181 countries worldwide
through its 28 member airlines.  United's and Continental's more
than 80,000 employees reside in every U.S. state and in many
countries around the world.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B-' issuer default rating from Fitch.

UAL Corp filed for Chapter 11 protection on Dec. 9, 2002 (Bankr.
N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen, Esq., Marc
Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba,
Esq., at Kirkland & Ellis, represented the Debtors in their
restructuring efforts.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP represented the Official Committee of
Unsecured Creditors.  Judge Eugene R. Wedoff confirmed a
reorganization plan for United on Jan. 20, 2006.  The Company
emerged from bankruptcy on Feb. 1, 2006.

At 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.


US AIRWAYS: Agrees to Extend Philly Airport Lease for 2 Years
-------------------------------------------------------------
Southwest Airlines Co. and US Airways Group Inc. temporarily
agreed to extend by two years their Philadelphia airport leases
as they and the city argue on a planned $5.2 billion expansion,
Bloomberg reports.  The Agreement, Bloomberg notes, calls for the
airlines to approve $250 million for the start of preliminary
work.

According to Bloomberg, both Southwest Airlines and US Airways
have disputed the expansion plan saying that it's premature and
would raise operating costs.  Details of the agreement still must
be completed, Victoria Lupica, a spokeswoman for the airport,
said in the report.


                         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: Pilots Protest Over Pace of Contract Talks
------------------------------------------------------
The US Airline Pilots Association (USAPA), representing the pilots
of US Airways, picketed at the Charlotte Douglas International
Airport to bring attention to what it sees as US Airways'
deliberate efforts to drag out contract negotiations and keep
concessionary labor contracts in place long past their intended
duration.

Since September 11, 2001, US Airways has twice filed for
bankruptcy.  After its first bankruptcy filing in 2002, the US
Airways pilots' pension plan was terminated to help the airline
cut costs.  The airline subsequently emerged from bankruptcy in
2003.  US Airways again filed for bankruptcy in 2004, emerging
after its merger with America West Airlines was approved in
September 2005.

"From the pilots' perspective, the carrier has been operating as
two separate airlines since the merger," explained USAPA President
Mike Cleary.  "East US Airways pilots continue to work under a
bankruptcy-era contract designed to help the Company survive,
while our fellow pilots from the original America West Airlines
continue to work under a contract negotiated under the strict
covenants of the Air Transportation Stabilization Board (ATSB)
loans.  The ATSB loans have been repaid, and industry conditions
have demonstratively improved since these agreements were
negotiated."

US Airways reported a third quarter 2010 net profit of
$240 million, the highest third quarter net profit in its history.
The company has also reported record traffic and leading metrics
in on-time performance and customer satisfaction during the last
few months.

"As we now enter the sixth year since starting the merger process,
the only obvious beneficiary of that transaction is Management,"
Mr. Cleary continued.  "While they've busied themselves crafting
lowball offers and delay tactics at the negotiating table,
Management's compensation has been at or near the industry's best,
in part due to bonuses tied to front-line employee performance.
Meanwhile, our pilots languish at absolute rock-bottom wages and
working conditions, even as US Airways earns record profits and
the industry as a whole has recovered."

In April 2009, after nearly three and a half years of
negotiations, USAPA requested a National Mediation Board (NMB)
facilitator to assist the parties in reaching an agreement, but
US Airways rejected that proposal.  In November 2009, USAPA again
tried to facilitate the process by applying directly to the NMB
for federally-mediated talks.  The NMB granted that request in
January 2010.  While mediated contract negotiations are currently
ongoing, USAPA still finds the progress to be excruciatingly slow
and proposals from Management to border on insult.

USAPA believes that US Airways is financially incentivized to drag
out contract talks and lacks any motivation to conclude the
negotiations.

"Unfortunately, the Railway Labor Act (RLA) permits this type of
uninspired negotiating behavior," added Mr. Cleary.  "However, the
RLA also permits job actions under specific circumstances.  We
intend to utilize every legally permissible means to compel this
management team to finally cease this blatantly disrespectful
treatment of our pilots."

"It is important that the public realize that we have always tried
to work with US Airways management to seek joint solutions, and we
are committed to doing so in our contract negotiations," said
Mr. Cleary.  "However, our focus on mutually beneficial solutions
is decidedly one-sided.  We helped this airline when they needed
it most.  In return, we're simply asking to be compensated like
our peers, nothing more."

[The] picketing event w[as] held from noon to 2:00 p.m. at the
east end of the Ticketing (Upper) Level of the Charlotte Douglas
International Airport.

                          About USAPA

Headquartered in Charlotte, N.C., the US Airline Pilots
Association (USAPA) represents the more than 5,000 mainline
pilots who fly for US Airways. USAPA's mission is to ensure safe
flights for airline passengers by guaranteeing that their lives
are in the hands of only the most qualified, competent and well-
equipped pilots.  USAPA will fight against any practices that may
jeopardize its pilots' training, equipment, workplace
environment, compensation or work/life balance, or that
compromise its pilots' ability to execute the optimal flight.
Visit the USAPA website at www.USAirlinePilots.org.

                         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 December 2010 Traffic Results
-------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) announced December, fourth
quarter, and full-year 2010 traffic results.  Mainline revenue
passenger miles (RPMs) for the month were 4.7 billion, up
5.7 percent versus December 2009.  Mainline capacity was
5.9 billion available seat miles (ASMs), up 3.7 percent versus
December 2009.  Mainline passenger load factor was 80.8 percent,
a record for the month of December and up 1.5 points versus
December 2009.

US Airways' President Scott Kirby said, "Our December consolidated
(mainline and Express) passenger revenue per available seat mile
(PRASM) and total revenue per available seat mile each increased
approximately 5 percent versus the same period last year.

"The last two weeks of December presented a challenging
operational environment due to snowstorms in Europe and throughout
the northeastern part of the U.S.  The US Airways team did a
terrific job of taking care of our customers during this holiday
travel period, and got the system back up and running quickly
following the storm.  In fact, one day after the New York
blizzard, our operation was back up and completing more than
99 percent of our schedule.  Despite the adverse weather
conditions over the holidays, thanks to these efforts we posted
our best December on-time departure, arrival and baggage handling
performance since 2005.

"Simply put, our team ran an outstanding operation throughout the
entire year and we enter 2011 from a very solid operational and
financial position," Kirby concluded.

For the month of December, US Airways' preliminary on-time
performance as reported to the U.S. Department of Transportation
(DOT) was 78.7 percent with a completion factor of 97.7 percent.

This summarizes US Airways Group's traffic results for the month,
quarter and full-year ended December 31, 2010 and 2009, consisting
of mainline operated flights as well as US Airways Express flights
operated by wholly owned subsidiaries PSA Airlines and Piedmont
Airlines:

                       US Airways Mainline
                            December

                                   2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                       3,615,975   3,523,494       2.6
Atlantic                         697,538     577,168      20.9
Latin                            426,631     385,977      10.5
                                ---------   ---------
Total                          4,740,144   4,486,639       5.7

Mainline Available Seat Miles (000)

Domestic                       4,413,768   4,382,837       0.7
Atlantic                         922,205     749,798      23.0
Latin                            531,021     525,607       1.0
                                ---------   ---------
Total                          5,866,994   5,658,242       3.7

Mainline Load Factor (%)

Domestic                            81.9        80.4   1.5  pts
Atlantic                            75.6        77.0  (1.4) pts
Latin                               80.0        73.4   6.9  pts
                                ---------   ---------
Total Mainline Load Factor          80.8        79.3   1.5  pts

Mainline Enplanements

Domestic                       3,798,689   3,577,737   6.2
Atlantic                         169,624     143,744  18.0
Latin                            309,429     290,249   6.6
                                ---------   ---------
Total Mainline Enplanements    4,277,742   4,011,730   6.6

                         Quarter to Date

                                    2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                      10,946,340  10,582,802       3.4
Atlantic                       2,215,710   1,883,229      17.7
Latin                          1,072,866     869,741      23.4
                               ----------  ----------
Total                         14,234,916  13,335,772       6.7

Mainline Available Seat Miles (000)

Domestic                      13,248,441  13,125,731       0.9
Atlantic                       2,846,767   2,417,696      17.7
Latin                          1,330,489   1,174,102      13.3
                               ----------  ----------
Total                         17,425,697   16,717,529      4.2


Mainline Load Factor (%)

Domestic                            82.6        80.6   2.0  pts
Atlantic                            77.8        77.9  (0.1) pts
Latin                               80.6        74.1   6.5  pts
                                ---------   ---------
Total Mainline Load Factor          81.7        79.8   1.9  pts

Mainline Enplanements

Domestic                      11,659,972  10,962,752   6.4
Atlantic                         545,643     468,541  16.5
Latin                            794,562     686,108  15.8
                               ----------  ----------
Total Mainline Enplanements   13,000,177  12,117,401   7.3

                          Year to Date

                                    2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                      43,868,213  44,314,053      (1.0)
Atlantic                      10,014,367   9,340,135       7.2
Latin                          5,094,320   4,235,015      20.3
                               ----------  ----------
Total                         58,976,900  57,889,203       1.9

Mainline Available Seat Miles (000)

Domestic                      52,704,428  53,252,668      (1.0)
Atlantic                      12,426,468  11,991,688       3.6
Latin                          6,456,628   5,480,590      17.8
                               ----------  ----------
Total                         71,587,524  70,724,946      1.2

Mainline Load Factor (%)

Domestic                            83.2        83.2     -  pts
Atlantic                            80.6        77.9   2.7  pts
Latin                               78.9        77.3   1.6   pts
                                ---------   ---------
Total Mainline Load Factor          82.4        81.9   0.5  pts

Mainline Enplanements

Domestic                      45,576,881  45,241,679   0.7
Atlantic                       2,473,939   2,370,204   4.4
Latin                          3,802,568   3,404,146  11.7
                               ----------  ----------
Total Mainline Enplanements   51,853,388  51,016,029   1.6

                       US Airways Express
              (Piedmont Airlines, PSA Airlines)
                             December

                                    2010        2009   % Change

Express Revenue Passenger Miles (000)
Domestic                        185,456     160,485    15.6

Express Available Seat Miles (000)
Domestic                        262,626     241,318     8.8

Express Load Factor (%)
Domestic                            7.6        66.8     4.1  pts

Express Enplanements
Domestic                        631,331     600,633     5.1

                         Quarter To Date

                                   2010       2009    % Change

Express Revenue Passenger Miles (000)
Domestic                        591,881     519,762    13.9

Express Available Seat Miles (000)
Domestic                        800,530     749,455     6.8

Express Load Factor (%)
Domestic                           73.9        69.4     4.5 pts

Express Enplanements
Domestic                      2,068,027   1,956,078     5.7

                           Year To Date

                                   2010       2009    % Change

Express Revenue Passenger Miles (000)
Domestic                      2,216,723   2,127,335     4.2

Express Available Seat Miles (000)
Domestic                      3,111,316     126,780    (0.5)

Express Load Factor (%)
Domestic                           71.2        68.0     3.2 pts

Express Enplanements
Domestic                      7,955,979   7,905,580     0.6

               Consolidated US Airways Group, Inc.
                            December

                                  2010         2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                      3,801,431    3,683,979     3.2
Atlantic                        697,538      577,168    20.9
Latin                           426,631      385,977    10.5
                               ---------    ---------

Total                         4,925,600    4,647,124     6.0

Consolidated Available Seat Miles (000)

Domestic                      4,676,394    4,624,155     1.1
Atlantic                        922,205      749,798    23.0
Latin                           531,021      525,607     1.0
                              ----------   ----------
Total                         6,129,620    5,899,560     3.9

Consolidated Load Factor (%)

Domestic                           81.3        79.7   1.6  pts
Atlantic                           75.6        77.0  (1.4) pts
Latin                              80.3        73.4   6.9 pts
                              ----------  ----------
Total                              80.4        78.8   1.6  pts

Consolidated Enplanements

Domestic                      4,430,020   4,178,370     6.0
Atlantic                        169,624     143,744    18.0
Latin                           309,429     290,249     6.6
                              ----------  ----------
Total                         4,909,073   4,612,363     6.4

                         Quarter To Date

                                   2010         2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                     11,538,221   11,102,564     3.9
Atlantic                      2,215,710    1,883,229    17.7
Latin                         1,072,866      839,741    23.4
                              ----------   ----------
Total                        14,826,797   13,855,534     7.0

Consolidated Available Seat Miles (000)

Domestic                     14,048,971   13,875,186     1.3
Atlantic                      2,846,767    2,417,696    17.7
Latin                         1,330,489    1,174,102    13.3
                              ----------   ----------
Total                        18,226,227   17,466,984     4.3

Consolidated Load Factor (%)

Domestic                           82.1        80.0   2.1 pts
Atlantic                           77.8        77.9  (0.1)pts
Latin                              80.6        74.1   6.5 pts
                              ----------  ----------
Total                              81.3        79.3   2.0 pts

Consolidated Enplanements

Domestic                     13,727,999  12,918,830     6.3
Atlantic                        545,643     468,541    16.5
Latin                           794,562     686,108    15.8
                              ----------  ----------
Total                        15,068,204  14,073,479     7.1

                          Year To Date

                                   2010         2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                     46,084,936   46,441,388    (0.8)
Atlantic                     10,014,367    9,340,135     7.2
Latin                         5,094,320    4,235,015    20.3
                              ----------   ----------
Total                        61,193,623   60,016,538     2.0

Consolidated Available Seat Miles (000)

Domestic                     55,815,744   56,379,448    (1.0)
Atlantic                     12,426,468   11,991,688     3.6
Latin                         6,456,628    5,480,590    17.8
                              ----------   ----------
Total                        74,698,840   73,851,726     1.1

Consolidated Load Factor (%)

Domestic                           82.6        82.4   0.2 pts
Atlantic                           80.6        77.9   2.7 pts
Latin                              78.9        77.3   1.6 pts
                              ----------  ----------
Total                              81.9        81.3   0.6 pts

Consolidated Enplanements

Domestic                     53,532,860  53,147,259     0.7
Atlantic                      2,473,939   2,370,204     4.4
Latin                         3,802,568   3,404,146    11.7
                              ----------  ----------
Total                        59,809,367  58,921,609     1.5

                         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: Signs Multi-Year Partnership Pact With Expedia
----------------------------------------------------------
US Airways (NYSE:LCC) and Expedia, Inc., the world's largest
online travel company (NSDQ: EXPE), announced they have signed a
multi-year strategic partnership agreement to continue offering
US Airways' full range of products and services, including all
fares and inventory, through Expedia(R), Hotwire(R) and
Egencia(R) sites around the world.

Under the agreement, US Airways has committed to offer all of its
content to Expedia through the global distribution system (GDS)
model, a central reservation system which is used by travel
agencies to search and book travel.  In addition, Expedia has
committed to working with US Airways to enable the distribution of
its Choice Seats product through new channels, including the
Expedia online travel marketplace.

US Airways' Senior Vice President, Marketing and Planning Andrew
Nocella said, "We are committed to making it as easy as possible
for our customers to purchase tickets from US Airways through as
many sources as possible.  More and more people want to book their
own travel and they want to do it online.  Expedia is the world's
largest online travel company and we're pleased that they will
continue to be one of our key points of distribution."

US Airways, Expedia and the companies' many loyal customers will
benefit from the new agreement, which gives US Airways continued
access to Expedia's marketplace, online travel expertise, broad
reach and targeted merchandising opportunities.

Additionally, Expedia's travelers will gain greater access to all
fares across US Airways' extensive network of domestic and
international flights.  US Airways' more than 3,200 flight options
per day, and Expedia's leading hotel and car rental offerings will
allow consumers to find the most comprehensive travel options at
the most competitive prices available, all in one place.

Expedia's Co-President, Partner Services Group Dhiren Fonseca
said, "Expedia and US Airways share a commitment to providing
travelers with affordable travel options around the world, without
sacrificing the high level of service they have come to expect
from our companies.  They are one of the brands our customers come
to look for and we're thrilled to extend our partnership."

Expedia's Co-President, Partner Services Group Gary Fritz added,
"This agreement demonstrates the significance of Expedia's
marketplace for both our valued partners and our loyal customers.
Expedia is committed to working collaboratively with our partners
to offer customers the broadest range of opportunities at the
guaranteed best prices."

             About Expedia(R) Partner Services Group

Expedia(R) Partner Services Group offers its supplier partners
choice, seamless coordination and complete access to our vast
traveler base.  The formation of the Partner Services Group is a
testament to Expedia's commitment to continually refine the way
the Company conducts business by seeking its suppliers' input and
customizing its services to meet their needs.

                       About Expedia, Inc.

Expedia, Inc., is the largest online travel company in the world,
with an extensive brand portfolio that includes more than 90
localized Expedia.com(R)- and Hotels.com(R)-branded sites; leading
U.S. discount travel site Hotwire(R); leading agency hotel company
Venere.comTM; Egencia(R), the world's fifth largest corporate
travel management company; the world's largest travel community
TripAdvisor(R) Media Network; destination activities provider
ExpediaLocalExpert(R); luxury travel specialist Classic
Vacations(R); and China's second largest booking site eLongTM.
The company delivers consumers value in leisure and business
travel, drives incremental demand and direct bookings to travel
suppliers, and provides advertisers vast opportunity to reach the
most valuable audience of in-market travel consumers anywhere
through TripAdvisor Media Network and Expedia Media Solutions.
Expedia also powers bookings for some of the world's leading
airlines and hotels, top consumer brands, high traffic websites,
and thousands of active affiliates through Expedia(R) Affiliate
Network.

Expedia and Egencia are either registered trademarks or trademarks
of Expedia, Inc., in the U.S. or other countries.  Hotwire is
either registered trademarks or trademarks of Hotwire, Inc., in
the U.S. or other countries.  Other logos or product and company
names mentioned herein may be the property of their respective
owners. (C) 2011 Expedia, Inc.  All rights reserved.  CST:
2029030-50

                         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.


V-MAST MANUFACTURING: Case Summary & Creditors List
---------------------------------------------------
Debtor: V-Mast Manufacturing Inc
          aka Valco Scaffold
        1712 Kimball Road SE
        Canton, OH 44708

Bankruptcy Case No.: 11-60269

Chapter 11 Petition Date: January 31, 2011

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Edwin H. Breyfogle, Esq.
                  108 Third Street NE
                  Massillon, OH 44646
                  Tel: (330)837-9735
                  Fax: (330)837-8922
                  E-mail: edwinbreyfogle@sssnet.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/ohnb11-60269.pdf

The petition was signed by Raymond M. Valentine, president.


VALCO RENTAL: Case Summary & 23 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Valco Rental & Equipment Inc
        aka Valco Equipment
        1712 Kimball Rd SE
        Canton, OH 44708

Bankruptcy Case No.: 11-60267

Chapter 11 Petition Date: January 31, 2011

Court: United States Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Edwin H. Breyfogle, Esq.
                  108 Third St NE
                  Massillon, OH 44646
                  Tel: (330) 837-9735
                  Fax: (330) 837-8922
                  E-mail: edwinbreyfogle@sssnet.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 23 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohnb11-60267.pdf

The petition was signed by Raymond M. Valentine, president.


VILLAGE AT CAMP: Disclosure Statement Hearing Set for Feb. 10
-------------------------------------------------------------
Village at Camp Bowie I, L.P., has filed with the U.S. Bankruptcy
Court for the Northern District of Texas a disclosure statement
explaining its Plan of Reorganization.

The Court has set a hearing for February 10, 2011 at 1:30 p.m. to
consider the adequacy of the disclosure statement.

Pursuant to the terms of the Plan, all creditors will be paid 100%
of their Allowed Claims over time.  Funds for those payments will
be sourced from cash on hand plus $600,000 in preferred equity to
be issued to participating Interest Holders of the Debtor or third
party investors and from future revenue of the Reorganized Debtor.

The Allowed Secured Claim of Western Real Estate Equities, LLC,
will be paid over a 5-year term with interest only payments made
monthly until maturity.  General unsecured creditors will be paid
100% of their Allowed Claims, without interest, through six
monthly payments beginning on the Effective Date of the Plan.
Interest holders will be diluted to the extent of the new capital
raised through the Preferred Equity issuance, but will otherwise
retain their interests in the Debtor under the Plan.

The Debtor's primary assets consist of the real property and
structures comprising the Village which the Debtor values for
purposes of the Plan at not less than $33,550,000 and projected
cash on hand as of the Effective Date of the Plan of $767,246.

The Debtor's main liabilities are: $31,292,824 in principal owed
to Western Real Estate Equities and approximately $64,000 in
general trade accounts payable.

A copy of the Disclosure Statement is available for free at:

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

                      About Village at Camp

Dallas, Texas-based Village at Camp Bowie I, L.P., is the owner of
a mixed use real estate development located in Forth Worth, Texas,
on Camp Bowie Boulevard between Bryant Irvin Road an Ridglea
Avenue, about 1/2 mile south of I-30 an known as the Village at
Camp Bowie.  The Debtor filed for Chapter 11 bankruptcy protection
on August 2, 2010 (Bankr. N.D. Tex. Case No. 10-45097).  J. Mark
Chevallier, Esq., at McGuire, Craddock & Strother, P.C., in
Dallas, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


W & J HIGGINS: Case Summary & 25 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: W & J Higgins Investments, L.P.
          dba Sizzler
        27121 Towne Centre Drive, #250
        Foothill Ranch, CA 92610

Bankruptcy Case No.: 11-11442

Chapter 11 Petition Date: January 31, 2011

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

Debtor's Counsel: Robert E. Opera, Esq.
                  WINTHROP COUCHOT PROFESSIONAL CORPORATION
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  E-mail: ropera@winthropcouchot.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 25 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-11442.pdf

The petition was signed by Ronald Jeffrey Higgins, power of
attorney.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Forbco Sizzlers Partners L.P.         11-11439            01/31/11
Forbco Management Corp.               11-11428            01/31/11
L & G Restaurants, LLC                11-11444            01/31/11


WALTER ENERGY: Moody's Assigns 'B1' Rating to $2.7 Bil. Loan
------------------------------------------------------------
Moody's Investors Service assigned a (P)B1 rating to Walter
Energy, Inc.'s proposed $2.7 billion senior secured first lien
credit facility comprised of a $375 million revolving credit
facility due 2016, $600 million term loan A due 2016, and a
$1,750 million term loan B due 2018.  Moody's also confirmed the
company's existing B1 Corporate Family Rating and B2 Probability
of Default Rating.  This action concludes the review initiated
following Walter's announcement on December 3, 2010, that it
intended to acquire Western Coal Corporation for $3.3 billion.
The rating outlook is positive in recognition of the strong
operating prospects of the post-acquisition business.

                        Ratings Rationale

Moody's confirmed the CFR and revised the rating outlook to
positive to reflect Moody's view that the acquisition of Western
would significantly improve Walter's business profile by
increasing scale, operating diversity, geographic diversity, and
providing access to new export markets for metallurgical coal.
Moody's estimates the acquisition would immediately double
Walter's coal production to the 15-16 million ton range, and
considering expansion plans at both entities, total production
could exceed 20 million tons over the next two to three years.
Acquired mining sites in Western Canada and Central Appalachia
would add geographic diversity beyond Walter's current
concentrated position in Southern Appalachia.  Pro forma for the
combination, metallurgical coal would continue to account for the
majority of earnings and cash flow.  As such, the positive outlook
reflects a diversified metallurgical coal operation, substantial
free cash flow generation, and strong credit metrics for the
rating category.  The rating is constrained presently by high
absolute debt levels, execution risk associated with expansion
projects in Western Canada and Southern Appalachia, and Moody's
view that there is some likelihood of margin compression over the
intermediate term.

Walter maintains and is expected to have on a pro forma basis very
good liquidity to support its operations over the near-term.
Walter had $218 million of balance sheet cash at 9/30/10.  Moody's
estimate a pro forma cash balance of approximately $75-100 million
(after considering the acquisition and refinancing transaction).
Moody's also expects at least $400 million free cash flow over the
12 months.  Moody's do not expect the company to draw on its
$375 million revolving credit facility, though availability could
be reduced to below $300 million due to outstanding letters of
credit.  The credit facility is expected to contain two financial
maintenance covenants: a maximum leverage ratio test and a minimum
interest coverage ratio test.  The leverage ratio test is expected
to be set at 3.50x and step down to 3.25x in 1Q12.  The interest
coverage ratio test is expected to be set at 3.00x with no step-
ups over the next 12 months.  Moody's expect substantial headroom
under both covenants over the next twelve months.

The positive rating outlook incorporates Moody's expectation that
robust market conditions for metallurgical coal should enable
Walter pro forma for the acquisition to continue to generate
substantial free cash flow over the next 12-18 months, and Moody's
expectation that a large portion of that free cash flow will be
used for debt repayment.  The CFR could be upgraded in 2011 if
Walter meets and exceeds its production targets, maintains good
profitability and liquidity, and repays a meaningful amount of
debt, and if the outlook for met coal continues to be favorable.
Conversely, the outlook could be stabilized if Walter falls short
of production targets and does not begin to reduce meaningfully
debt incurred to finance the acquisition of Western.

This summarizes Moody's rating actions:

Walter Energy, Inc.

Ratings assigned:

* $375 million proposed revolver due 2016 -- P(B1), LGD3, 31%
* $600 million proposed term loan A due 2016 -- P(B1), LGD3, 31%
* $1.75 billion proposed term loan B due 2018 -- P(B1), LGD3, 31%

Ratings confirmed:

* Corporate family rating -- at B1
* Probability of default rating -- at B2

Ratings confirmed (but to be withdrawn upon transaction
completion):

* $300 million senior secured revolver, Ba3 (LGD 2; 26%)
* $136 million term loan, Ba3 (LGD 2; 26%)

  -- Rating Outlook: Positive.

Walter Energy, Inc., headquartered in Tampa, Florida, is primarily
a metallurgical coal producer which also produces metallurgical
coke, steam and industrial coal, and natural gas.  The company is
currently in the process of acquiring British Columbia based
Western Coal Corporation.  Pro-forma for the Western acquisition,
Walter's revenues were $2.1 billion for LTM period ended
September 30, 2010.


WARREN L DRONEBARGER: Winborn and Cherub Allowed to One Recovery
----------------------------------------------------------------
Bankruptcy Judge H. Christopher Mott rules that Gregory L. Winborn
and Cherub Enterprises, Inc., are entitled to one recovery (or one
satisfaction) from the bankruptcy estate of Warren L. Dronebarger
and his spouse, Doralee Carol Dronebarger, on their two Proofs of
Claim.  Mr. Winborn and Cherub assert claims against the Debtors'
estate for $519,130 based on a final judgment rendered by the
state court in favor of the Claimants against the Dronebargers
arising out of a lease guaranteed by Mr. Dronebarger.

A copy of Judge Mott's January 31, 2011 Memorandum Opinion is
available at http://tinyurl.com/64sbh6wfrom Leagle.com.

Based in Taylor, Texas, Warren Dronebarger and his spouse, Doralee
Carol, filed for Chapter 11 bankrutpcy (Bankr. W.D. Tex. Case No.
10-10889) on April 2, 2010. John Edward Athey, Esq. --
john@atheylaw.com -- in Austin, Texas, serves as bankruptcy
counsel.  In their petition, the Debtors estimated under $50,000
in assets and $1 million to $10 million in debts.


WASHINGTON MUTUAL: Noteholders Deny Insider-Trading Allegations
---------------------------------------------------------------
Steven Church at Bloomberg News reports that Washington Mutual
Inc. noteholders denied allegations that they used non-public
information to profit on the company's bankruptcy and urged a
judge to reject further inquiry into the matter.

As reported in the Jan. 24, 2011 edition of the Troubled Company
Reporter, the official committee of shareholders in Washington
Mutual's Chapter 11 case is seeking authority from the bankruptcy
court to investigate whether some noteholders traded in securities
of the company based on non-public information.  The Equity
Committee referred to the bankruptcy judge's Jan. 7 opinion
denying WaMu's plan -- the judge mentioned that allegations were
made at the confirmation hearing that some creditors traded on
confidential information.  The Committee said the probe would
relate to whether the noteholders -- holders of PIERS securities
that would become holders of new equity under the Plan -- should
be given releases, whether their claims should be subordinated,
and the interest rates that should be paid on their claims.

According to Bloomberg News, Appaloosa Management LP responded
that U.S. Bankruptcy Judge Mary F. Walrath should refuse to allow
the shareholders to question managers at four hedge funds about
trades they made after WaMu filed for bankruptcy.  The proposed
inquiry is "based entirely on the months-old speculation of a
disgruntled shareholder," Appaloosa said in its objection.

The noteholders are among WaMu creditors allied with JPMorgan
Chase & Co. and the Federal Deposit Insurance Corp.  They are
trying to persuade Walrath to approve a proposal to end WaMu's
bankruptcy by paying bondholders and other creditors more than
$7 billion.

The centerpiece of that proposal is a settlement supported by
JPMorgan, the FDIC and the noteholders that is valued at about
$10 billion.  Shareholders and some lower-ranking creditors oppose
the settlement and the payment proposal because it would give them
nothing.

                    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.


WASHINGTON MUTUAL: Goldman Loses Bid to Derail Investor Claims
--------------------------------------------------------------
Karen Gullo at Bloomberg News reports that Goldman Sachs Group
Inc. and other underwriters of Washington Mutual Inc.'s securities
lost a court bid to dismiss claims alleging shareholders were
misled about the company's lending practices.

According to the report, U.S. District Judge Marsha Pechman in
Seattle refused to throw out investor claims that there were false
statements in security offerings in 2006 and 2007 enabling
Washington Mutual to raise billions of dollars in capital,
according to a Jan. 28 ruling.  New York-based Goldman Sachs and
other underwriters had argued that investor groups had waited too
long to file their claims.  Judge Pechman didn't rule on the
merits of the case.

Bloomberg relates that the consolidated investor lawsuit pending
before Judge Pechman alleges that Seattle-based Washington
Mutual's assets were artificially inflated by flawed appraisals
and that the company's management, auditors and underwriters
misled shareholders about its lending practices and financial
health.

The case is In Re Washington Mutual Inc. Securities Derivative and
ERISA Litigation 08-1919 (W.D. Wash.).  A copy of the Court's
January 28 order is available at http://is.gd/SESGeIfrom
Leagle.com.

                    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.


WATERFORD FUNDING: Affiliates' Estates Substantively Consolidated
-----------------------------------------------------------------
Bankruptcy Judge R. Kimball Mosier grantd the request of Gil A.
Miller, the Chapter 11 Trustee for Waterford Funding, LLC and
Waterford Loan Fund, LLC, for substantive consolidation as of
March 20, 2009, of the estates of:

     * Waterford Services, LLC;
     * Waterford Perdido, LLC;
     * Waterford Candwich, LLC; and
     * Investment Recovery, LLC

Westmark Health Care Distributors, Inc., objected to the request,
but later withdraw the objection.

A copy of the January 31, 2011 Supplemental Findings of Fact and
Conclusions of Law is available at http://tinyurl.com/4b8n6z2from
Leagle.com.

The Chapter 11 Trustee is represented by:

          Peggy Hunt, Esq.
          Cameron M. Hancock, Esq.
          DORSEY & WHITNEY LLP
          Kearns Building
          136 South Main Street Suite 1000
          Salt Lake City, UT 84101-1655
          Telephone: (801) 933-8947
          E-mail: hunt.peggy@dorsey.com
                  hancock.cameron@dorsey.com

Westmark Health Care Distributors was represented by:

          Elaine A. Monson, Esq.
          RAY QUINNEY AND NEBEKER PC
          36 South State Street, Suite 1400
          Salt Lake City, UT 84111
          Telephone: 801-323-3346
          E-mail: emonson@rqn.com

                     About Waterford Funding

Based in Salt Lake City, Utah, Waterford Funding, LLC --
http://www.waterfordfunding.com/-- specializes in solving the
short-term cash flow problems of new, early-stage and established
commercial enterprises through real-estate based loans.  Waterford
Funding and Waterford Loan Fund filed for Chapter 11 bankruptcy
(Bankr. D. Utah Case No. 09-22584 and 09-22583) on March 20, 2009.
James W. Anderson, Esq. -- anderson@mmglegal.com -- at Miller
Guymon, PC, served as the Debtors' counsel.  Waterford Loan Fund's
petition estimated $1 million to $10 million in assets, and
$50 million to $100 million in debts.

On January 5, 2010, the Court approved the resignation of Daniel
A. Scarlet as Chief Restructuring Officer and the appointment of
the Chapter 11 Trustee.


W.R. GRACE: Bankr. Court Sets Admin. & Fee Claims Bar Dates
-----------------------------------------------------------
In connection with the entry of the order confirming W.R. Grace &
Co and its debtor affiliates' Joint Plan of Reorganization, the
Bankruptcy Court has established bar dates for the filing of
several claims.

All requests for payment of an Administrative Expense Claim will
be filed with the Bankruptcy Court and served on the Reorganized
Debtors not later than 90 days after the Effective Date of the
Plan unless extended by order of court.  All objections to
Administrative Expense Claims must be filed and served on the
requesting party within 150 days after the Effective Date.

All final requests for fees and reimbursement of expenses of
bankruptcy professionals employed in Grace's Chapter 11 cases
should be filed and served on the Reorganized Debtors and their
counsel no later than 90 days after the Plan Effective Date.
Final fee requests include professionals seeking costs and
expenses relating to services performed after the Petition Date
and prior to and including the Effective Date in connection with
these Chapter 11 Cases, pursuant to Sections 327, 328, 330, 331,
503(b) or 1103 of the Bankruptcy Code for services rendered to:

  -- the Debtors,
  -- the Official Committee of Unsecured Creditors,
  -- the Official Committee of Equity Security Holders,
  -- the Official Committee of Asbestos-related Personal Injury
     Claimants,
  -- the Official Committee of Asbestos-related Property Damage
     Claimants,
  -- PI and PD Future Claimants' Representatives, and
  -- the Canadian Companies' Creditors Arrangement Act
     Representative Counsel.

Claims for making a substantial contribution under Sections
503(b)(3)(D) and 503(b)(4) of the Bankruptcy Code should also be
filed and served on the Reorganized Debtors and their counsel no
later than 90 days after the Plan Effective Date.  This type of
claims include request by the CCAA Representative Counsel or
their professionals not previously made for reimbursement of
reasonable fees and expenses.

The Fee Auditor will file his administrative fee and expense
request no later than 60 days after completing reviews of all
other professional fee and expense applications, including
reviews of revisions made in response to the Fee Auditor's
comments.

A proof of claim for each Claim arising from the rejection of an
executory contract or unexpired lease pursuant to the Plan should
be filed with the Bankruptcy Court within 30 days of the later
of: (i) the date of service of the Notice of Confirmation Date,
or (ii) the Effective Date.  Any Claims not filed within such
applicable time period will be forever barred from assertion.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Court OKs $84 Million Settlement With CNA Financial
---------------------------------------------------------------
Judge Judith Fitzgerald approved the settlement between W.R. Grace
& Co. and CNA Financial Corp. and its affiliates.  Pursuant to the
Settlement, the CNA Companies agree to pay $84 million to the
Asbestos Personal Injury Trust in seven annual installments.

All objections to the settlement that have not been withdrawn,
waived or settled are overruled on the merits.  Prior to entry of
the order, BNSF Railway Company certified that it has reviewed
the order and does not object to its entry.  The Libby Claimants,
however, insisted on the inclusion of language that the Asbestos
Personal Injury Channeling Injunction will not enjoin any entity
from commencing, conducting or continuing any suit, action or
other proceeding against any settled asbestos insurance company
based on a non-derivative claim.

Judge Fitzgerald did not yet decide whether an injunction under
Section 524(g) of the Bankruptcy Code should be issued with
respect to the CNA Companies and reserved the question for the
Court's ruling on confirmation.  In her January 31, 2011 opinion
confirming the Debtors' Plan of Reorganization, Judge Fitzgerald
overruled the Libby Claimants' contention that the Asbestos
Insurance Entity Injunction protects third parties from claims
that cannot be enjoined under Section 524(g).  The objection,
Judge Fitzgerald noted, misstates the terms of the Plan, which is
limited to claims based on or arising out of Asbestos PI Claims
against Debtors or out of any Asbestos Insurance Rights.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Plan Confirmation Hearing Moves to District Court
-------------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware approved on January 31, 2011, the Joint Plan
of Reorganization proposed by W.R. Grace & Co. and its debtor
affiliates, the Official Committee of Equity Security Holders,
the Official Committee of Asbestos-related Personal Injury
Claimants, and the Future Claims Representative.

Judge Fitzgerald confirmed the Plan after resolving all
outstanding objections and finding that the Plan satisfies all
applicable sections of the Bankruptcy Code, including Section
524(g).  Judge Fitzgerald held that claimants in Classes 6, 7
(including both sub-classes 7A and 7B), and 8 have voted to
accept the Plan in the requisite numbers and amounts required by
Sections 524(g), 1126, and 1129.

The Joint Plan establishes two asbestos trusts to compensate
personal injury claimants and property owners.  Funds for the
trusts will come from a variety of sources including cash,
warrants to purchase Grace common stock, deferred payment
obligations, insurance proceeds and payments from successor
companies.  The trusts' assets and operations are designed to
cover all current and future asbestos claims, according to the
Debtors.

The Debtors filed for bankruptcy in April 2001 because of
increasing asbestos personal injury claims.  They have submitted
several plans of reorganizations co-proposed by different
parties-in-interest since the Petition Date.  The most recent
plan was filed in November 2008 and incorporated settlements of
the Debtors' present and future asbestos-related PI Claims.

In April 2008, the Debtors reached an agreement settling
all of their present and future asbestos-related PI claims
for $1.8 billion.  Prior to the agreement, the Debtors were
involved in a series of trials to estimate their asbestos
personal injury claims.  Grace's experts estimated that the
company's asbestos personal injury liabilities are between
$385 million and $1.314 billion.  The PI Committee, representing
more than 100,000 asbestos claimants, said Grace's liabilities
range from $4.7 billion to $6.2 billion.

Pursuant to the April 2008 settlement, the asbestos trusts will
be funded by:

-- Cash in the amount of $250,000,000;

-- Warrants to acquire 10,000,000 shares of Grace common stock
    at an exercise price of $17.00 per share, expiring one year
    from the effective date of a plan of reorganization;

-- Rights to proceeds under Grace's asbestos-related insurance
    coverage;

-- The value of cash and stock under the litigation settlement
    agreements with Sealed Air Corporation and Fresenius
    Medical Care Holdings, Inc.; and

-- Deferred payments at $110,000,000 per year for five years
    beginning in 2019, and $100,000,000 per year for 10 years
    beginning in 2024; the deferred payments would be
    obligations of Grace backed by 50.1% of Grace's common
    stock to meet the requirements of Section 524(g).

The Sealed Air settlement payment consists of (i) $512,500,000 in
cash, plus interest accrued from December 21, 2005 until the
Plan's effective date, at a rate of 5.5% per annum compounded
annually; and (ii) 18,000,000 shares of Sealed Air common stock.
As of January 31, 2011, Eastern Time, Sealed Air stocks are
priced at $26.69 per share, placing a value of about $480,420,000
on the settlement pact.

In a company statement, Sealed Air said it will review the
Bankruptcy Court's confirmation order to ensure that the Debtors
implement the Plan in a manner fully consistent with a settlement
agreement signed on November 20, 2003.  Sealed Air added that it
stands ready to contribute its payment directly to one or more of
the trusts to be created under Section 524(g) once the provisions
of the settlement agreement are fully met.  Sealed Air noted that
as of December 31, 2010, its total cash payment would have been
approximately $788 million, which reflects the principal
settlement amount of $512.5 million and $275.5 million of accrued
interest, which accrues at 5.5% per annum and is compounded
annually.  Sealed Air's payment to the Debtors would resolve all
current and future asbestos-related, fraudulent transfer and
successor claims the Debtors have against Sealed Air as a result
of the Cryovac transaction with W. R. Grace in 1998.

The Debtors will also fund a trust created for Canadian Zonolite
Attic Insulation Claims.  In a recently amended settlement, the
Debtors' contribution to the Fund is increased from C$6,500,000
to C$8,595,632 in the event the U.S. Confirmation Order is
entered by the U.S. Court on or before January 31, 2011; and
C$9,095,632 in the event that the U.S. Confirmation Order is
entered by the U.S. Court after January 31, 2011, but on or
before July 31, 2011.

              Plan Needs District Court Approval

Grace's Joint Plan will next be considered for confirmation by
the United States District Court for the District of Delaware, a
necessary step before Grace may exit Chapter 11.

"She blessed the plan," the Baltimore Sun quoted Peter A.
Chapman, president of Bankruptcy Creditors' Service, which
publishes newsletters about major corporate restructurings,
including W.R. Grace Bankruptcy News, in referring to Judge
Fitzgerald's review of the Grace Plan.  "And her blessing is
very, very important."

While the plan must still be confirmed by a federal District
Court in Delaware, the decision by Judge Fitzgerald is key to
Grace exiting bankruptcy, the Baltimore Sun notes.  District
Court judges, who get involved in bankruptcy cases involving
personal injury claims, usually follow the lead of the bankruptcy
judges, Mr. Chapman said, according to the Baltimore Sun.  He
predicted that the District Court would rule quickly, perhaps
within 30 days.

A full-text copy of Judge Fitzgerald's Recommended Findings of
Facts and Conclusions dated Jan. 31, 2011, is available for free
at http://bankrupt.com/misc/grace26155.pdf

A full-text copy of Judge Fitzgerald's Memorandum Opinion
Regarding Confirmation Objections, dated Jan. 31, 2011, is
available for free at http://bankrupt.com/misc/grace26154.pdf

                 Plan was Filed in Good Faith

The Bankruptcy Court noted that approximately 43 confirmation
objections were filed.  Many of those objections were resolved or
subject to rulings before or during the confirmation hearing and
several were the subject of settlement agreements after
conclusion of the hearing.  In addition, during the course of the
confirmation hearing, parties had every opportunity to be heard
and to raise additional objections to the Plan.

Various entities challenge the good faith of the Plan Proponents
in proposing the Joint Plan.  Judge Fitzgerald finds that the
Joint Plan is the result of years of litigation and arms'-length
negotiations.  There is no evidence that the Joint Plan was
proposed in bad faith, she held.  In fact, Judge Fitzgerald said,
it is incredible to conclude that the Joint Plan, which is
intended, among other things, to pay asbestos personal injury
claimants and to resolve what would otherwise be crippling
uncertain tort liabilities, was filed in bad faith.

The Bankruptcy Court notes that settlement negotiations took
place between the Debtors, the PI Committee, the FCR and the
Official Committee of Asbestos-related Property Damage Claimants.
In addition, there were negotiations and settlements with various
insurers.  Most PD claims have been resolved through settlements
or allowance proceedings.  Even the highly contested Zonolite
Attic Insulation Claims, both in the U.S. and Canada, have
settled, notwithstanding prior objections.

                  Bank Lenders are Not Impaired

The Bankruptcy Court previously issued an opinion holding that
the Lenders under the Debtors' Prepetition Bank Credit Facilities
were not entitled, as a matter of law, to default interest.  In
that ruling, Judge Fitzgerald left open until conclusion of the
evidence at the plan confirmation hearing the question of whether
the failure of Plan Proponents to provide default interest to
the Bank Lenders in the Joint Plan impairs the Bank Lenders,
notwithstanding the absence of entitlement to default interest.
Judge Fitzgerald also left open the question of whether the Joint
Plan meets the fair and equitable test of Section 1129(b)(1) and
the best interest test of Section 1129(a)(7), as applied to the
Bank Lenders, if the default rate of interest is not paid.

Having heard the evidence and considered the arguments and
applicable law, Judge Fitzgerald rejects the Bank Lenders'
contention that they are impaired because the Joint Plan does not
pay default interest.

At the time of the confirmation hearing, the Bank Lenders'
undisputed non-default contract rate of interest was not to be
paid on the Effective Date pending resolution of their appeal
with respect to the default rate.  The Plan Proponents amended
Section 3.1.9 of the Joint Plan to provide for payment on the
Effective Date of all principal and the undisputed portion of the
interest in accordance with the Plan provisions, pending
resolution of the default interest dispute on appeal.

With respect to the Bank Lenders' solvency argument, the
Bankruptcy Court finds that there is no basis to support a
finding of the Debtors' solvency or lack thereof and the Bank
Lenders' arguments for a presumption of solvency are not
supported in the record or by operation of law.  Thus, Judge
Fitzgerald holds that there is no basis for payment of the
default rate of interest.

         Anderson Memorial Has No Basis for Interest

Judge Fitzgerald further holds that Anderson Memorial Hospital
has stated no basis on which it might be entitled to interest.

Anderson Memorial raised the issue of entitlement to interest for
its Class 7A claims.  AMH argues that the Grace Joint Plan
impairs Class 7A claims (1) by denying payment of interest on
those claims and (2) by denying it the ability to pursue its
claim in its chosen forum.  The Bankruptcy Court, however,
rejects AMH's contention and holds that the Joint Plan does not
deny payment of interest on Class 7A claims.  The Class 7A
Deferred Payment Agreement provides for payment of interest, the
Bankruptcy Court avers.

All Class 7A claimants will be paid 100% of the allowed amount of
their claims and if the Bankruptcy Court determines that interest
is appropriate, the PD Trust will pay it, the Bankruptcy Court
pointed out.  Section 5.3 of the Joint Plan captioned Resolution
of Asbestos PD Claims provides that "Asbestos PD Claims shall be
resolved in accordance with the Asbestos PD Trust Agreement and
(a) in the case of Asbestos PD Claims in Class 7A, the Class 7A
Case Management Order setting forth procedures for determining
the allowance or disallowance of the Unresolved Asbestos PD
Claims. . . ."  Thus, Anderson Memorial's objection to
confirmation is without merit and is overruled, the Bankruptcy
Court ruled.

         No Reliable Proof of a Disease Unique to Libby

A group of claimants asserting claims arising from asbestos-
related personal injury caused by Grace's former vermiculite
mining operations in Libby, Montana, asserted that their claims
are different from other personal injury claims because the
vermiculite mined in Libby caused a type of asbestos disease
different from asbestos disease in other parts of the country.
Accordingly, the Libby Claimants contended that their claims are
not substantially similar to other asbestos PI claims in Class 6.

In this case, there has never been reliable proof of a disease
unique to Libby, Judge Fitzgerald holds.  The objection is
overruled, the Bankruptcy Court ordered.

                      Canadian Court Order

The Bankruptcy Court asks that the Canadian Court enter an order
within Grace Canada's proceedings, Court File Number 01-CL-4081,
and pursuant to Section 18.6 of the Companies' Creditors Act
recognizing the U.S. Confirmation Order and specifically
providing for, among other things, the approval of the Plan and
granting the Asbestos PI Channeling Injunction, the Asbestos PD
Channeling Injunction, the Successor Claims Injunction, and all
of the Plan releases with respect to the Debtors and the other
Asbestos Protected Parties, including the Canadian Entities and
declaring that the U.S. Confirmation Order be effective in
Canada.

                       Grace's Statement

"This is a major step in the process of emerging from Chapter
11," Grace Chairman, President and Chief Executive Officer Fred
Festa said in a company statement.  "I am delighted that our
Joint Plan has been confirmed by the Bankruptcy Court.  It is
fair to all the parties and once and for all removes the
uncertainty that has been clouding our future."

"We recognize that there are a few more steps in the legal
process, which we hope will move forward expeditiously," said Mr.
Festa. "I look forward to Grace emerging from Chapter 11 as a
vibrant, growing company with a great future."

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* ABI Quick Poll: Bankruptcy Filings to Increase in Fiscal 2011
---------------------------------------------------------------
A majority of respondents (74%) in a recent ABI Quick Poll
predicted that bankruptcy filings will increase in fiscal year
2011.  A total of 53% of respondents "strongly agreed" that
filings would increase, while 21% "somewhat agreed" that filings
would increase.

Total bankruptcies for fiscal year 2010 (Oct. 1, 2009-Sept. 30,
2010), were 1,596,355, up 14% over total FY 2009 bankruptcy
filings of 1,402,816, according to the Administrative Office of
the U.S. Courts.  Bankruptcies have increased each fiscal year
since 2005, when Congress overhauled the Bankruptcy Code to reduce
the number of consumers and businesses filing for bankruptcy.

According to ABI, 21% of respondents did not think that bankruptcy
filings would increase in fiscal year 2011.  According to ABI, 17%
"somewhat disagreed" and 4% "strongly disagreed" that filings
would increase in FY2011.  The Poll indicates 4% did not know or
had no opinion on the poll question.

ABI members and members of the public were welcome to submit their
response to the statement: "Bankruptcy filings will rise in fiscal
year 2011."

ABI's Quick Poll is posted on ABI's home page,
http://www.abiworld.org/ ABI members and the public are invited
to respond to a question on a timely bankruptcy or insolvency
issue. Visit http://www.abiworld.net/quickpoll/to access the
results of previous ABI Quick Polls.

                About American Bankruptcy Institute

The American Bankruptcy Institute -- http://www.abiworld.org/--
is a multi-disciplinary, nonpartisan organization dedicated to
research and education on matters related to insolvency.  ABI was
founded in 1982 to provide Congress and the public with unbiased
analysis of bankruptcy issues.  The ABI membership includes more
than 12,800 attorneys, accountants, bankers, judges, professors,
lenders, turnaround specialists and other bankruptcy
professionals, providing a forum for the exchange of ideas and
information.


* Consumer Bankruptcies Decline by 22% in January
-------------------------------------------------
January 2011 consumer bankruptcies decreased 22% nationwide from
December 2010, according to the American Bankruptcy Institute,
relying on data from the National Bankruptcy Research Center.  The
data showed that the overall consumer filing total for January
reached 92,669, down from the 118,146 consumer filings recorded in
December 2010.  The January 2011 consumer filings represent the
lowest monthly filing total since January 2009, when 88,773
filings were recorded.

"The decline in consumer filings in January represents a promising
start to 2011 after years of expanding consumer debt and financial
distress," said ABI Executive Director Samuel J. Gerdano.  "Still,
we anticipate that there will be nearly 1.6 million consumer
bankruptcy filings by year end."

The January 2011 consumer filing total also represented a 9% drop
from January 2010 total of 102,254.  Chapter 13 filings
constituted 32% of all consumer cases in January, a slight
increase from December.

                About American Bankruptcy Institute

The American Bankruptcy Institute -- http://www.abiworld.org/--
is a multi-disciplinary, nonpartisan organization dedicated to
research and education on matters related to insolvency.  ABI was
founded in 1982 to provide Congress and the public with unbiased
analysis of bankruptcy issues.  The ABI membership includes more
than 12,800 attorneys, accountants, bankers, judges, professors,
lenders, turnaround specialists and other bankruptcy
professionals, providing a forum for the exchange of ideas and
information.


* Moody's Sees $1.3 Trillion Debt for Nonfinancial Companies
------------------------------------------------------------
Over the next five years, U.S. nonfinancial companies face about
$1.3 trillion in maturing debt, says Moody's Investors Service in
its latest refunding reports.  The total represents an improvement
of only roughly $100 billion from last year's $1.4 billion total
despite approximately $800 billion in debt issuance in 2010.

While Moody's views the refunding risk investment-grade companies
face as benign, the companies have been accumulating cash, which
will likely increase event risk as the companies look to deploy
this cash towards more shareholder-friendly activities or
increased merger & acquisition activity.

Most of the maturities over the next five years -- $690 billion of
the $1.3 trillion -- is speculative-grade debt, with speculative
grade corporate bonds totaling approximately $275 billion and
speculative-grade bank credit facilities totaling about
$415 billion.

Moody's views speculative-grade companies as remaining vulnerable
to potential shifts in market sentiment.  "As long as the credit
markets continue to function 'normally,' or close to it, Moody's
think the market will be able to absorb the looming $690 billion
speculative-grade maturity wall," said Kevin Cassidy, Senior
Credit Officer at Moody's Investors Service and one of the authors
of the two reports.

Of the $690 billion speculative-grade debt maturing over the next
five years, about $130 million is rated Caa1 or lower.  "These are
the obligations most at risk," said Tiina Siilaberg, Analyst at
Moody's and co-author.

Maturities for speculative-grade companies are back-end weighted
over the next five years, with a very modest $26 billion due in
2011, $67 billion due in 2012, $136 billion due in 2013, a
staggering $280 billion due in 2014 and a more modest $184 billion
due in 2015.  "However, Moody's believes some speculative-grade
bank credit facility maturities will be 'pulled-forward,' sharply
increasing near-term refunding needs," said Siilaberg.  "This
'pull-forward effect' refers to the propensity of companies to
refinance their entire bank credit facility when only one debt
instrument is maturing, and it could add $166 billion to the
current $148 billion in refunding needs in 2011-2013," she said.

Speculative-grade debt has been issued at a robust pace over the
last year and a half, and average annual issuance over the last
ten years is almost $500 billion.  "However, the looming maturity
wall could run into trouble if credit markets slow down," Cassidy
said.  "The sluggish economic recovery, high unemployment rate,
and the possibility of rising interest rates are key risk factors,
especially for lower-rated debt."

"The so-called crowding-out effect from burgeoning maturities of
various governments and financial institutions are also risks,"
Cassidy added.  Even though governments and financial institutions
typically have very different investors, the credit markets have
proven to be highly sensitive over the last few years to
extraneous shocks.  For example, in the spring of 2010, the
sovereign debt crisis in Greece significantly slowed down the
speculative-grade credit markets in the United States.

Ten companies account for close to $110 billion of the total
speculative-grade refunding needs.  Topping the list are Texas
Competitive Electric Holdings Co LLC (Caa2, negative), First Data
Corporation (B3, stable), and HCA Inc. (B2, positive), all of
which were bought by private equity firms in leveraged buyouts at
the height of the credit bubble.

Four of the top 10 speculative-grade maturities are rated Caa2 or
below-Texas Competitive Electric, Caesars Entertainment Corp.
(Caa3, positive), Realogy Corp. (Caa2, positive), and HD Supply
Inc. (Caa2, negative).

Refunding risk, as measured by market access and ratings, has
gotten better over the past two years for speculative-grade and
investment-grade companies, with companies' intrinsic liquidity
improving and the U.S. economy continuing to recover, said
Moody's.

Maturing investment-grade debt faces far less risk than
speculative-grade debt, partly because its credit quality is
stronger, cash balances higher and annual maturities are more
evenly weighted to around $110 billion, with the exception of
$144 billion due in 2013.

Investment-grade companies have accumulated healthy amounts of
cash since the financial crisis.  As of the second quarter of
2010, cash balances exceeded maturing debt over the next five
years by roughly $130 billion, providing a cushion in the event of
a sudden credit shock.  "However, as investment-grade companies
become more optimistic about the future of the economy, event risk
will likely increase.  Companies could begin to engage in more
share repurchases, pay higher dividends and increase merger and
acquisition activity, all of which could weaken credit metrics and
pressure ratings," Cassidy said.

The telecom, technology and media industries are heavily
represented in both speculative-grade and investment-grade debt
maturities because of several large issuers and the sectors
general stability in cash flow.

This is the thirteenth year that Moody's has written reports on
refunding needs and risks for speculative-grade companies and the
third year for investment-grade companies.  The new reports are
the second in Moody's ongoing annual reviews of refunding risk
that look at a five-year window, rather than the three-year
periods as studied by previous reports.


* Senate Democrats Back Bankruptcy Mediation for Homeowners
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Senate Democrats are
floating a new way to assist troubled homeowners: giving
bankruptcy judges the power to oversee negotiations between
borrowers and banks.

According to DBR, Sen. Sheldon Whitehouse (D., R.I.) said that
Congress should encourage the development of state-level programs
in which bankruptcy judges oversee settlement talks between
homeowners and lenders.

Such programs, he said, often allow the two sides to reach a
mutually agreeable settlement, the report relates.

"The mere act of sitting the homeowner down with someone who has
the authority to modify the mortgage or agree to another
commonsense settlement often is enough to avoid a costly and
painful foreclosure," DBR quoted Senator Whitehouse as saying at a
Senate Judiciary Committee hearing.  "It is often the first time
the homeowner gets that chance," he added.

The report notes that Sen. Whitehouse has introduced a bill that
would make clear that courts have the authority to establish such
programs, but would not require the establishment of such programs
around the country.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In Re Professional Search and Placement
        dba coolhaus WORKS
   Bankr. D. Colo. Case No. 11-11237
      Chapter 11 Petition filed January 24, 2011
         See http://bankrupt.com/misc/cob11-11237.pdf

In Re 1620-24 West Chicago Avenue, LLC
   Bankr. N.D. Ill. Case No. 11-02549
      Chapter 11 Petition filed January 24, 2011
         See http://bankrupt.com/misc/ilnb11-02549.pdf

In Re Fontenot Distributions, Inc.
   Bankr. W.D. La. Case No. 11-80107
      Chapter 11 Petition filed January 24, 2011
         See http://bankrupt.com/misc/lawb11-80107.pdf

In Re Encore Florist LLC II
   Bankr. D. N.J. Case No. 11-11845
      Chapter 11 Petition filed January 24, 2011
         filed pro se

In Re M of M Inc.
   Bankr. E.D.N.Y. Case No. 11-70257
      Chapter 11 Petition filed January 24, 2011
         filed pro se

In Re Agrippa LLC
   Bankr. S.D.N.Y. Case No. 11-10242
      Chapter 11 Petition filed January 24, 2011
         filed pro se

In Re Sandusky Bay Construction Company
   Bankr. N.D. Ohio Case No. 11-30303
      Chapter 11 Petition filed January 24, 2011
         See http://bankrupt.com/misc/ohnb11-30303.pdf

In Re Lilamrut Hospitality, LLC
   Bankr. W.D. Pa. Case No. 11-70067
      Chapter 11 Petition filed January 24, 2011
         See http://bankrupt.com/misc/pawb11-70067.pdf

In Re Larry Hodge Excavating & Hauling Inc.
   Bankr. N.D. Ala. Case No. 11-80251
      Chapter 11 Petition filed January 25, 2011
         See http://bankrupt.com/misc/alnb11-80251.pdf

In Re Can Do! Investments LLC
   Bankr. D. Colo. Case No. 11-11364
      Chapter 11 Petition filed January 25, 2011
         See http://bankrupt.com/misc/cob11-11364.pdf

In Re TECHNO-ORG, LLC
        fka Organica Technologies LLC
   Bankr. M.D. Fla. Case No. 11-01163
      Chapter 11 Petition filed January 25, 2011
         See http://bankrupt.com/misc/flmb11-01163.pdf

In Re Gem City Construction & Leasing Company
        fdba Gem City Construction, Inc.
   Bankr. C.D. Ill. Case No. 11-70155
      Chapter 11 Petition filed January 25, 2011
         See http://bankrupt.com/misc/ilcb11-70155.pdf

In Re Gem City Properties, Inc.
   Bankr. C.D. Ill. Case No. 11-70156
      Chapter 11 Petition filed January 25, 2011
         See http://bankrupt.com/misc/ilcb11-70156.pdf

In Re Tektel, Inc., A Kentucky Corporation
        dba Central Kentucky Telecommunications, Inc.
        dba CKT, Inc.
   Bankr. W.D. Ky. Case No. 11-30348
      Chapter 11 Petition filed January 25, 2011
         See http://bankrupt.com/misc/kywb11-30348.pdf

In Re Washington Disposal Services, LLC
   Bankr. E.D. Mich. Case No. 11-41820
      Chapter 11 Petition filed January 25, 2011
         See http://bankrupt.com/misc/mieb11-41820.pdf

In Re 8121 Tiara Cove, LLC
   Bankr. D. Nev. Case No. 11-11009
      Chapter 11 Petition filed January 25, 2011
         See http://bankrupt.com/misc/nvb11-11009.pdf

In Re 8124 Tropic Isle Circle, LLC
   Bankr. D. Nev. Case No. 11-11012
      Chapter 11 Petition filed January 25, 2011
         See http://bankrupt.com/misc/nvb11-11012.pdf

In Re Ballast Point, LLC
   Bankr. E.D. Va. Case No. 11-30485
      Chapter 11 Petition filed January 25, 2011
         See http://bankrupt.com/misc/vaeb11-30485.pdf

In Re Shirley Community, LLC
   Bankr. E.D. Va. Case No. 11-30488
      Chapter 11 Petition filed January 25, 2011
         See http://bankrupt.com/misc/vaeb11-30488.pdf

In re Prime Time Gaming LLC
        dba Pointe After Casino
   Bankr. W.D. Wash. Case No. 11-10709
      Chapter 11 Petition filed January 25, 2011
         filed pro se

In re Chad Huffstutler
   Bankr. N.D. Ala. Case No. 11-00367
      Chapter 11 Petition filed January 26, 2011

In re Larry Hodge
   Bankr. N.D. Ala. Case No. 11-80280
      Chapter 11 Petition filed January 26, 2011

In re Robert Perdrizet
   Bankr. D. Ariz. Case No. 11-02022
      Chapter 11 Petition filed January 26, 2011

In Re Northwest Health & Lifestyle Centre, Inc.
   Bankr. W.D. Ark. Case No. 11-70293
      Chapter 11 Petition filed January 26, 2011
         See http://bankrupt.com/misc/arwb11-70293.pdf

In Re Walton Street Properties, LLC
   Bankr. W.D. Ark. Case No. 11-70291
      Chapter 11 Petition filed January 26, 2011
         See http://bankrupt.com/misc/arwb11-70291.pdf

In Re Futura Enterprises, Inc.
   Bankr. C.D. Calif. Case No. 11-13367
      Chapter 11 Petition filed January 26, 2011
         See http://bankrupt.com/misc/cacb11-13367.pdf

In Re Wonderland Enchanted Bakery At The Grove, Inc.
        aka Wonderland Bakery
   Bankr. C.D. Calif. Case No. 11-13330
      Chapter 11 Petition filed January 26, 2011
         See http://bankrupt.com/misc/cacb11-13330.pdf

In Re Gail L Barber As Trustee Of The Trust
   Bankr. C.D. Calif. Case No. 11-11019
      Chapter 11 Petition filed January 26, 2011
         See http://bankrupt.com/misc/cacb11-11019.pdf

In re Jamie Thomas
   Bankr. E.D. Calif. Case No. 11-10912
      Chapter 11 Petition filed January 26, 2011

In Re Bloomingdays Flower Shop, Inc.
   Bankr. M.D. Fla. Case No. 11-01250
      Chapter 11 Petition filed January 26, 2011
         See http://bankrupt.com/misc/flmb11-01250.pdf

In re Jean Gelin
   Bankr. M.D. Fla. Case No. 11-00492
      Chapter 11 Petition filed January 26, 2011

In re Majuanna Walker
   Bankr. M.D. Fla. Case No. 11-01238
      Chapter 11 Petition filed January 26, 2011

In re Alfredo Ayme
   Bankr. S.D. Fla. Case No. 11-12047
      Chapter 11 Petition filed January 26, 2011

In re Winfred Brown
   Bankr. N.D. Ga. Case No. 11-40187
      Chapter 11 Petition filed January 26, 2011

In re Miguel Ruiz
   Bankr. N.D. Ill. Case No. 11-03026
      Chapter 11 Petition filed January 26, 2011

In re William Martin
   Bankr. N.D. Ind. Case No. 11-10196
      Chapter 11 Petition filed January 26, 2011

In re Richard Clark
   Bankr. D. Ore. Case No. 11-60316
      Chapter 11 Petition filed January 26, 2011

In Re Hatimed Ambulance Service Corp.
   Bankr. D. Puerto Rico Case No. 11-00505
      Chapter 11 Petition filed January 26, 2011
         See http://bankrupt.com/misc/prb11-00505.pdf

In re Mervin Pruitt
   Bankr. W.D. Va. Case No. 11-60189
      Chapter 11 Petition filed January 26, 2011

In re Brian Daugherty
   Bankr. N.D. Ala. Case No. 11-40210
      Chapter 11 Petition filed January 27, 2011

In re Adell Heinemann
   Bankr. D. Ariz. Case No. 11-02260
      Chapter 11 Petition filed January 27, 2011

In re Jerry Ott
   Bankr. W.D. Ark. Case No. 11-70326
      Chapter 11 Petition filed January 27, 2011

In re Glenn Grego
   Bankr. C.D. Calif. Case No. 11-10391
      Chapter 11 Petition filed January 27, 2011

In Re Mer Main, LLC
   Bankr. C.D. Calif. Case No. 11-13675
      Chapter 11 Petition filed January 27, 2011
         See http://bankrupt.com/misc/cacb11-13675.pdf

In re Sandra Robbie
   Bankr. C.D. Calif. Case No. 11-11268
      Chapter 11 Petition filed January 27, 2011

In Re Harpreet Bassi, a Corporation
   Bankr. E.D. Calif. Case No. 11-10926
      Chapter 11 Petition filed January 27, 2011
         See http://bankrupt.com/misc/caeb11-10926.pdf

In re Alan Swain
   Bankr. N.D. Calif. Case No. 11-40905
      Chapter 11 Petition filed January 27, 2011

In re Marie Rebong
   Bankr. N.D. Calif. Case No. 11-50740
      Chapter 11 Petition filed January 27, 2011

In Re Sarabay, LLC
        fdba Sarabay Professional Building Partnership
   Bankr. M.D. Fla. Case No. 11-01342
      Chapter 11 Petition filed January 27, 2011
         See http://bankrupt.com/misc/flmb11-01342.pdf

In Re New West Landscape LLC
   Bankr. D. Idaho Case No. 11-00215
      Chapter 11 Petition filed January 27, 2011
         See http://bankrupt.com/misc/idb11-00215.pdf

In re Ivan Cico
   Bankr. N.D. Ill. Case No. 11-03158
      Chapter 11 Petition filed January 27, 2011

In re Michael Demerjian
   Bankr. D. Mass. Case No. 11-10623
      Chapter 11 Petition filed January 27, 2011

In re Peter Oh
   Bankr. D. Nev. Case No. 11-11134
      Chapter 11 Petition filed January 27, 2011

In re Brian Davis
   Bankr. D. N.J. Case No. 11-12190
      Chapter 11 Petition filed January 27, 2011

In Re Subway of Queens College Inc.
   Bankr. E.D.N.Y. Case No. 11-40565
      Chapter 11 Petition filed January 27, 2011
         See http://bankrupt.com/misc/nyeb11-40565.pdf

In Re Pyramid Auto Group, Inc.
   Bankr. N.D. N.Y. Case No. 11-30105
      Chapter 11 Petition filed January 27, 2011
         See http://bankrupt.com/misc/nynb11-30105.pdf

In Re The Chrayden & Joshlor Group, LLC
        dba CJ's Toyland
   Bankr. E.D. N.C. Case No. 11-00594
      Chapter 11 Petition filed January 27, 2011
         See http://bankrupt.com/misc/nceb11-00594.pdf

In re Mitchell Hackney
   Bankr. E.D. Tenn. Case No. 11-10406
      Chapter 11 Petition filed January 27, 2011

In re NaKayshions
   Bankr. N.D. Texas Case No. 11-30571
      Chapter 11 Petition filed January 27, 2011

In re Zigmunt Smigaj
   Bankr. E.D. Wash. Case No. 11-00362
      Chapter 11 Petition filed January 27, 2011

In Re A & C Holdings, LLC
   Bankr. W.D. Wash. Case No. 11-10843
      Chapter 11 Petition filed January 27, 2011
         See http://bankrupt.com/misc/wawb11-10843.pdf

In re Stephen Lee
   Bankr. W.D. Wash. Case No. 11-10800
      Chapter 11 Petition filed January 27, 2011

In re Edward Petersen
   Bankr. D. Wyo. Case No. 11-20071
      Chapter 11 Petition filed January 27, 2011

In Re Law Offices Of Glynn W. Gilcrease, JR. P.C.
   Bankr. D. Ariz. Case No. 11-02345
      Chapter 11 Petition filed January 28, 2011
         See http://bankrupt.com/misc/azb11-02345p.pdf
         See http://bankrupt.com/misc/azb11-02345c.pdf

In re Robert Daiello, Jr.
   Bankr. D. Ariz. Case No. 11-02368
      Chapter 11 Petition filed January 28, 2011

In re Robert Storrs
   Bankr. D. Ariz. Case No. 11-02395
      Chapter 11 Petition filed January 28, 2011

In re Teodor Cociuba
   Bankr. D. Ariz. Case No. 11-02402
      Chapter 11 Petition filed January 28, 2011

In Re Arnold William Klein, MD, a Professional Corporation
   Bankr. C.D. Calif. Case No. 11-13868
      Chapter 11 Petition filed January 28, 2011
         See http://bankrupt.com/misc/cacb11-13868.pdf

In re Carlos Banuelos
   Bankr. C.D. Calif. Case No. 11-13000
      Chapter 11 Petition filed January 28, 2011

In re Chris Simon
   Bankr. C.D. Calif. Case No. 11-13882
      Chapter 11 Petition filed January 28, 2011

In re Jeri Rice
   Bankr. C.D. Calif. Case No. 11-13916
      Chapter 11 Petition filed January 28, 2011

In re Joselito Guzman
   Bankr. N.D. Calif. Case No. 11-41006
      Chapter 11 Petition filed January 28, 2011

In Re Old Colonies Investment LLC
   Bankr. N.D. Calif. Case No. 11-41012
      Chapter 11 Petition filed January 28, 2011
         See http://bankrupt.com/misc/canb11-41012.pdf

In re Howard Head
   Bankr. S.D. Fla. Case No. 11-12335
      Chapter 11 Petition filed January 28, 2011

In Re RK Hospitality, LLC
   Bankr. N.D. Ga. Case No. 11-52483
      Chapter 11 Petition filed January 28, 2011
         filed pro se

In re Ronald Gentillon
   Bankr. D. Idaho Case No. 11-40107
      Chapter 11 Petition filed January 28, 2011

In Re Apple Rush Company Inc.
   Bankr. N.D. Ill. Case No. 11-03326
      Chapter 11 Petition filed January 28, 2011
         filed pro se

In re Albert Visconti
      Jacqueline Visconti
   Bankr. D. Md. Case No. 11-11655
      Chapter 11 Petition filed January 28, 2011

In re Stephen Hoke
      Karen Hoke
   Bankr. E.D. Mich. Case No. 11-42163
      Chapter 11 Petition filed January 28, 2011

In Re Quality Landscaping & Excavation, Inc.
   Bankr. W.D. Mich. Case No. 11-00755
      Chapter 11 Petition filed January 28, 2011
         See http://bankrupt.com/misc/miwb11-00755.pdf

In re Kacey Karas
   Bankr. D. Nev. Case No. 11-11199
      Chapter 11 Petition filed January 28, 2011

In re Robert Hughes
   Bankr. S.D. Ohio Case No. 11-50764
      Chapter 11 Petition filed January 28, 2011

In Re Kids Campus Preschool & Daycare, LLC
   Bankr. D. R.I. Case No. 11-10258
      Chapter 11 Petition filed January 28, 2011
         filed pro se

In re Jr. Reagan
   Bankr. N.D. Texas Case No. 11-40516
      Chapter 11 Petition filed January 28, 2011

In re Richard Staley
   Bankr. S.D. Texas Case No. 11-30829
      Chapter 11 Petition filed January 28, 2011

In re Brian Koboldt
      Rebecca Koboldt
   Bankr. W.D. Texas Case No. 11-10185
      Chapter 11 Petition filed January 28, 2011

In re Donald Human
   Bankr. D. Utah Case No. 11-21083
      Chapter 11 Petition filed January 28, 2011

In Re Lee County Child Care Council, Inc.
   Bankr. W.D. Va. Case No. 11-70168
      Chapter 11 Petition filed January 28, 2011
         See http://bankrupt.com/misc/vawb11-70168.pdf

In re James Tilley
   Bankr. W.D. Va. Case No. 11-60228
      Chapter 11 Petition filed January 28, 2011

In re Rosalina Beltran
   Bankr. W.D. Wash. Case No. 11-40663
      Chapter 11 Petition filed January 28, 2011

In re David Cesko
   Bankr. D. Wyo. Case No. 11-20076
      Chapter 11 Petition filed January 28, 2011

In Re Shri Gange, Inc.
        fka Vina Enterprises, Inc.
        dba Kirkwood Auto Center
   Bankr. S.D. Texas Case No. 11-30872
      Chapter 11 Petition filed January 30, 2011
         See http://bankrupt.com/misc/txsb11-30872.pdf

In Re H. B. Logistics, LLC
   Bankr. W.D. Ark. Case No. 11-70373
      Chapter 11 Petition filed January 30, 2011
         See http://bankrupt.com/misc/arwb11-70373.pdf

In re James Stills
   Bankr. N.D. Ala. Case No. 11-40237
      Chapter 11 Petition filed January 31, 2011

In re Michael Philippis
   Bankr. D. Ariz. Case No. 11-02476
      Chapter 11 Petition filed January 31, 2011

In Re Shooting Star, LLC
   Bankr. D. Ariz. Case No. 11-02515
      Chapter 11 Petition filed January 31, 2011
         See http://bankrupt.com/misc/azb11-02515.pdf

In Re Cavender Manor LLC
   Bankr. C.D. Calif. Case No. 11-11237
      Chapter 11 Petition filed January 31, 2011
         filed pro se

In Re Empresario Group
   Bankr. C.D. Calif. Case No. 11-13085
      Chapter 11 Petition filed January 31, 2011
         filed pro se

In re Gary Barker
   Bankr. C.D. Calif. Case No. 11-14196
      Chapter 11 Petition filed January 31, 2011

In re Jose Mojarro
   Bankr. C.D. Calif. Case No. 11-14010
      Chapter 11 Petition filed January 31, 2011

In re Wassim Zaky
   Bankr. C.D. Calif. Case No. 11-11392
      Chapter 11 Petition filed January 31, 2011

In re Alberto Floresca
   Bankr. E.D. Calif. Case No. 11-22404
      Chapter 11 Petition filed January 31, 2011

In re Felix Magana
   Bankr. N.D. Calif. Case No. 11-10325
      Chapter 11 Petition filed January 31, 2011

In re Patrick Catalano
   Bankr. S.D. Calif. Case No. 11-01503
      Chapter 11 Petition filed January 31, 2011

In re Justine Gauthier
   Bankr. D. Conn. Case No. 11-20222
      Chapter 11 Petition filed January 31, 2011

In re Bobby Lyons
   Bankr. M.D. Fla. Case No. 11-01622
      Chapter 11 Petition filed January 31, 2011

In re Gary Shaffer
   Bankr. M.D. Fla. Case No. 11-01815
      Chapter 11 Petition filed January 31, 2011

In re John Dupre
   Bankr. M.D. Fla. Case No. 11-01764
      Chapter 11 Petition filed January 31, 2011

In Re United Equipment Auctions, Inc.
   Bankr. M.D. Ga. Case No. 11-10133
      Chapter 11 Petition filed January 31, 2011
         See http://bankrupt.com/misc/gamb11-10133.pdf

In Re Amarjay Inc.
   Bankr. N.D. Ga. Case No. 11-53022
      Chapter 11 Petition filed January 31, 2011
         filed pro se

In Re Corkster, LLC
   Bankr. N.D. Ga. Case No. 11-53059
      Chapter 11 Petition filed January 31, 2011
         See http://bankrupt.com/misc/ganb11-53059.pdf

In re Frank Bullard
   Bankr. N.D. Ga. Case No. 11-52928
      Chapter 11 Petition filed January 31, 2011

In Re Leverett, LLC
   Bankr. N.D. Ga. Case No. 11-52898
      Chapter 11 Petition filed January 31, 2011
         See http://bankrupt.com/misc/ganb11-52898p.pdf
         See http://bankrupt.com/misc/ganb11-52898c.pdf

In re David Mackie
      Deanna Mackie
   Bankr. E.D. Mich. Case No. 11-42305
      Chapter 11 Petition filed January 31, 2011

In re David Cheatham
      Sharon Cheatham
   Bankr. E.D. Mo. Case No. 11-40843
      Chapter 11 Petition filed January 31, 2011

In re Anthony Brown
      Angela Henderson-Brown
   Bankr. E.D. Mo. Case No. 11-40840
      Chapter 11 Petition filed January 31, 2011

In re Aaron Payne
   Bankr. W.D. Mo. Case No. 11-20128
      Chapter 11 Petition filed January 31, 2011

In Re D&T Dean Street Realty Corp.
   Bankr. E.D.N.Y. Case No. 11-40680
      Chapter 11 Petition filed January 31, 2011
         filed pro se

In Re Old John, Inc.
   Bankr. E.D.N.Y. Case No. 11-40653
      Chapter 11 Petition filed January 31, 2011
         See http://bankrupt.com/misc/nyeb11-40653.pdf

In Re Nogoa, Inc.
       dba Mascarco
       dba Middle Atlantic Specialty Contractors
   Bankr. M.D. Pa. Case No. 11-00654
      Chapter 11 Petition filed January 31, 2011
         filed pro se

In re James Ziemba
   Bankr. M.D. Tenn. Case No. 11-00866
      Chapter 11 Petition filed January 31, 2011

In re Amir Aflatouni
   Bankr. N.D. Texas Case No. 11-30734
      Chapter 11 Petition filed January 31, 2011

In Re Fossil Creek Group, Ltd.
   Bankr. N.D. Texas Case No. 11-40669
      Chapter 11 Petition filed January 31, 2011
         See http://bankrupt.com/misc/txnb11-40669.pdf

In Re Tribble Hill, Ltd.
     Bankr. N.D. Texas Case No. 11-40672
        Chapter 11 Petition filed January 31, 2011

  In Re Prairie Creek Group, Ltd.
     Bankr. N.D. Texas Case No. 11-40674
        Chapter 11 Petition filed January 31, 2011

  In Re Crowley II Partners, Ltd.
     Bankr. N.D. Texas Case No. 11-40675
        Chapter 11 Petition filed January 31, 2011

  In Re Sendera Ranch Commercial Partners, Ltd.
     Bankr. N.D. Texas Case No. 11-40676
        Chapter 11 Petition filed January 31, 2011

  In Re 114 Partners, Ltd.
     Bankr. N.D. Texas Case No. 11-40678
        Chapter 11 Petition filed January 31, 2011

  In Re Corinth One Group, Ltd.
     Bankr. N.D. Texas Case No. 11-40679
        Chapter 11 Petition filed January 31, 2011

  In Re Hurst Group, LLC
     Bankr. N.D. Texas Case No. 11-40680
        Chapter 11 Petition filed January 31, 2011

  In Re Lavaca Trail, LLC
     Bankr. N.D. Texas Case No. 11-40683
        Chapter 11 Petition filed January 31, 2011

  In Re 1171 Group, LLC
     Bankr. N.D. Texas Case No. 11-40684
        Chapter 11 Petition filed January 31, 2011

  In Re WS Commercial Partners, Ltd.
     Bankr. N.D. Texas Case No. 11-40685
        Chapter 11 Petition filed January 31, 2011

  In Re 287 Commercial Partners, Ltd.
     Bankr. N.D. Texas Case No. 11-40686
        Chapter 11 Petition filed January 31, 2011

  In Re Gardens Commercial Partners, Ltd.
     Bankr. N.D. Texas Case No. 11-40687
        Chapter 11 Petition filed January 31, 2011

  In Re Tower Commercial Partners, Ltd.
     Bankr. N.D. Texas Case No. 11-40688
        Chapter 11 Petition filed January 31, 2011

  In Re Rivers Edge Partners, Ltd.
     Bankr. N.D. Texas Case No. 11-40689
         Chapter 11 Petition filed January 31, 2011

In Re Hidden V. Development, LLC.
   Bankr. S.D. Texas Case No. 11-50024
      Chapter 11 Petition filed January 31, 2011
         See http://bankrupt.com/misc/txsb11-50024.pdf

In Re North Pasadena Properties LTD.
   Bankr. S.D. Texas Case No. 11-31006
      Chapter 11 Petition filed January 31, 2011
         See http://bankrupt.com/misc/txsb11-31006.pdf

In re Patricia Jacaman
   Bankr. S.D. Texas Case No. 11-50027
      Chapter 11 Petition filed January 31, 2011

In Re Rose-Rich Funeral & Cremation
   Bankr. S.D. Texas Case No. 11-30937
      Chapter 11 Petition filed January 31, 2011
         filed pro se

In Re BM Investments Company LLC
   Bankr. W.D. Texas Case No. 11-50366
      Chapter 11 Petition filed January 31, 2011
         filed pro se

In Re BM Investments, LLC
   Bankr. W.D. Texas Case No. 11-50365
      Chapter 11 Petition filed January 31, 2011
         See  http://bankrupt.com/misc/txwb11-50365.pdf

In re James Crockett
   Bankr. W.D. Texas Case No. 11-10219
      Chapter 11 Petition filed January 31, 2011

In re James Ridings
   Bankr. W.D. Texas Case No. 11-60109
      Chapter 11 Petition filed January 31, 2011

In Re RAKS LLC
   Bankr. W.D. Texas Case No. 11-70032
      Chapter 11 Petition filed January 31, 2011
         filed pro se

In Re EM Excavating, Inc., a Utah corporation
   Bankr. D. Utah Case No. 11-21094
      Chapter 11 Petition filed January 31, 2011
         See http://bankrupt.com/misc/utb11-21094p.pdf
         See http://bankrupt.com/misc/utb11-21094c.pdf

In re Toby Andrews
   Bankr. W.D. Wash. Case No. 11-10977
      Chapter 11 Petition filed January 31, 2011

In re Ronald Symdon
   Bankr. W.D. Wis. Case No. 11-10534
      Chapter 11 Petition filed January 31, 2011

In re Richard Merritt
   Bankr. S.D. Ala. Case No. 11-00380
      Chapter 11 Petition filed February 1, 2011

In re Richard Simoneaux
   Bankr. D. Ariz. Case No. 11-02653
      Chapter 11 Petition filed February 1, 2011

In re Robert Galvan
   Bankr. D. Ariz. Case No. 11-02693
      Chapter 11 Petition filed February 1, 2011

In re Woodson Walker
   Bankr. E.D. Ark. Case No. 11-10639
      Chapter 11 Petition filed February 1, 2011

In re Elvin Moon
   Bankr. C.D. Calif. Case No. 11-14354
      Chapter 11 Petition filed February 1, 2011

In re Harry Stidham
   Bankr. C.D. Calif. Case No. 11-11339
      Chapter 11 Petition filed February 1, 2011

In Re HML Financial, LLC
   Bankr. C.D. Calif. Case No. 11-14426
      Chapter 11 Petition filed February 1, 2011
         See http://bankrupt.com/misc/cacb11-14426.pdf

In re Michelle Fuller
   Bankr. C.D. Calif. Case No. 11-11357
      Chapter 11 Petition filed February 1, 2011

In Re Tre Nightclub, LLC
        aka Tre Nightclub
   Bankr. E.D. Calif. Case No. 11-22594
      Chapter 11 Petition filed February 1, 2011
         See http://bankrupt.com/misc/caeb11-22594.pdf

In Re Frances Pastry of Monroe, LLC
   Bankr. D. Conn. Case No. 11-50176
      Chapter 11 Petition filed February 1, 2011
         See http://bankrupt.com/misc/ctb11-50176.pdf

In re Suzanne Ferry
   Bankr. M.D. Fla. Case No. 11-01854
      Chapter 11 Petition filed February 1, 2011

In re Anastasios Katechis
   Bankr. S.D. Fla. Case No. 11-12808
      Chapter 11 Petition filed February 1, 2011

In re Harvey Fowler
   Bankr. S.D. Fla. Case No. 11-12818
      Chapter 11 Petition filed February 1, 2011

In Re Cars For You Inc.
   Bankr. N.D. Ga. Case No. 11-53338
      Chapter 11 Petition filed February 1, 2011
         filed pro se

In Re CB-Cobb Galleria, LLC
        dba Big Chow Grill
        dba The Real Chow Baby
   Bankr. N.D. Ga. Case No. 11-53382
      Chapter 11 Petition filed February 1, 2011
         See http://bankrupt.com/misc/ganb11-53382.pdf

In re Ellen Brooks
   Bankr. N.D. Ga. Case No. 11-10365
      Chapter 11 Petition filed February 1, 2011

In re Frank Flanders
   Bankr. N.D. Ga. Case No. 11-10364
      Chapter 11 Petition filed February 1, 2011

In re Frederick Pinkerton
   Bankr. N.D. Ga. Case No. 11-53293
      Chapter 11 Petition filed February 1, 2011

In Re Grayco Detention Equipment, Inc.
   Bankr. S.D. Ga. Case No. 11-10214
      Chapter 11 Petition filed February 1, 2011
         See http://bankrupt.com/misc/gasb11-10214.pdf

In re Dean Schacht
   Bankr. N.D. Ill. Case No. 11 -04127
      Chapter 11 Petition filed February 1, 2011

In Re Nuthin' Fancy, Inc.
        dba Del Frisco's
   Bankr. W.D. Ky. Case No. 11-30488
      Chapter 11 Petition filed February 1, 2011
         See http://bankrupt.com/misc/kywb11-30488.pdf

In re Craig Stephens
   Bankr. D. Maine Case No. 11-20114
      Chapter 11 Petition filed February 1, 2011

In re Kim Callwood
   Bankr. D. Md. Case No. 11-11879
      Chapter 11 Petition filed February 1, 2011

In Re Greater Middle Missionary Baptist Church
   Bankr. E.D. Mich. Case No. 11-42566
      Chapter 11 Petition filed February 1, 2011
         See http://bankrupt.com/misc/mieb11-42566.pdf

In Re Sierra Nevada 76 LLC
        dba Sierra Nevada Automotive
   Bankr. D. Nev. Case No. 11-50312
      Chapter 11 Petition filed February 1, 2011
         filed pro se

In Re Li'l John Enterprises Inc.
   Bankr. D. N.J. Case No. 11-12850
      Chapter 11 Petition filed February 1, 2011
         See http://bankrupt.com/misc/njb11-12850.pdf

In re Samuel Maccarone
   Bankr. D. N.J. Case No. 11-12888
      Chapter 11 Petition filed February 1, 2011

In Re Able Debt Settlement, Inc.
   Bankr. N.D. Texas Case No. 11-40756
      Chapter 11 Petition filed February 1, 2011
         See http://bankrupt.com/misc/txnb11-40756.pdf

In Re Frederick Knack, LLC
   Bankr. N.D. Texas Case No. 11-40736
      Chapter 11 Petition filed February 1, 2011
         See http://bankrupt.com/misc/txnb11-40736.pdf

In Re Charlie's Spring, Inc.
        dba Gugliani's Italian Grill-Spring
   Bankr. S.D. Texas Case No. 11- 31116
      Chapter 11 Petition filed February 1, 2011
         See http://bankrupt.com/misc/txsb11-31116.pdf

In Re Five Star Reconstructors GV, Inc.
   Bankr. S.D. Texas Case No. 11-31130
      Chapter 11 Petition filed February 1, 2011
         See http://bankrupt.com/misc/txsb11-31130.pdf

In Re GJR Title Service, Inc.
   Bankr. S.D. Texas Case No. 11-31161
      Chapter 11 Petition filed February 1, 2011
         See http://bankrupt.com/misc/txsb11-31161.pdf

In Re Palacios Builders, Inc.
   Bankr. S.D. Texas Case No. 11-70074
      Chapter 11 Petition filed February 1, 2011
         See http://bankrupt.com/misc/txsb11-70074.pdf

In Re Shree Satyasai Hospitality LLC
        dba Econo Lodge Nasa Parkway
   Bankr. S.D. Texas Case No. 11-31115
      Chapter 11 Petition filed February 1, 2011
         See http://bankrupt.com/misc/txsb11-31115.pdf

In re Thomas Tran-Park
   Bankr. S.D. Texas Case No. 11- 31154
      Chapter 11 Petition filed February 1, 2011

In re Brian Haugh
      Lucy Haugh
   Bankr. W.D. Texas Case No. 11-10277
      Chapter 11 Petition filed February 1, 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.

                          *********

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.


                  *** End of Transmission ***