TCR_Public/110204.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, February 4, 2011, Vol. 15, No. 34

                            Headlines

325 PASO HOLDINGS: Artisan Hotel in Bankruptcy Again
ABRAHAM PETROLEUM: Bankr. Court Abstains From Hearing Hassan Suit
ACCREDITED HOME: Subprime Borrower's Release Not Bulletproof
ACCURATE AUTO CARRIERS: Bankruptcy Auction Nets 400 Bidders
AERIAL LIFT: Case Summary & 20 Largest Unsecured Creditors

AFM INVESTMENT: Voluntary Chapter 11 Case Summary
ALFRED VILLALOBOS: IRS Wants Ch. 7 Trustee to Take Over Assets
ALLY FINANCIAL: Fitch Upgrades Issuer Default Rating to 'BB'
AMBAC FINANCIAL: Dewey & LeBoeuf Charges $2.2MM for Nov.-Dec.
AVAYA INC: Announces Offering of $1-Bil. Sr. Secured Notes

AVISTAR COMMUNICATIONS: 3 Execs. Exercise Options to Buy Shares
AWAL BANK: HSBC Bank USA Seeks Dismissal of Chapter 11 Case
BANCO SANTOS: Brazil Case Recognized as Foreign Main Proceeding
BASIC ENERGY: S&P Assigns 'B-' Rating to $250 Mil. Notes
BASTROP BLACKHAWK: Case Summary & 5 Largest Unsecured Creditors

BAY SPRINGS: Voluntary Chapter 11 Case Summary
BERNARD L MADOFF: Trustee Unseals Complaint Against JPMorgan
BERNARD L MADOFF: Davis Polk Balks at Confidentiality Violation
BLOCKBUSTER INC: Summit Wants Case Converted to Chapter 7
BRAEWOOD RESIDENTIAL: Voluntary Chapter 11 Case Summary

BROWN'S FAMILY: 2 Restaurants Remain Open; Third Closed
CAPITAL GROWTH: May Consummate Sale Transaction With Pivotal Group
CB HOLDING: Selling Another Liquor License for $250,000
CENTAUR LLC: Reaches $8.5-Million Deal With Churchill Downs
CENTRAL LEASING: Files Schedules of Assets & Liabilities

CENTRAL LEASING: Section 341(a) Meeting Scheduled for Feb. 23
CLOVERLEAF ENTERPRISES: Penn Ups Bid to $11MM; Court OKs Sale
COACH AMERICA: May Need "Restructuring", Cut by Moody's to 'Caa1'
CONSTAR INTERNATIONAL: Court OKs Key Financing Agreements
CONTESSA PREMIUM: Schedules and Statements Now due March 11

CONTESSA PREMIUM: Gets Court's Interim Nod to Use Cash Collateral
CONTESSA PREMIUM: Section 341(a) Meeting Scheduled for March 10
CRESCENT RESOURCES: Gets Raleigh Nod for Residences at Cameron
CRESTRIDGE ESTATES: Creditor Can Pursue Rights on Property
CUMULUS MEDIA: S&P Gives Positive Outlook, Affirms 'B-' Rating

DBSD N.A.: Creditors to Have Enhanced Recovery Under Dish Plan
DENNY'S CORP: CFO and CEO Named to Board of Directors
DYNEGY INC: Habrok Capital Holds 5.6% Equity Stake
DYNEGY INC: UBS AG Discloses 7.82% Equity Stake
EASTMAN KODAK: No Current Plans for Sale or Spinoff, CEO Says

ELWOOD ENERGY: Moody's Affirms 'Ba1' Rating on Senior Bonds
EXCO RESOURCES: S&P Retains CreditWatch Negative on 'BB-' Rating
FEY 240: Schedules February 23 Plan Confirmation Hearing
FKF MADISON: Bankruptcy Judge Open to Appointing Trustee
FLANDERS PROPERTIES: Case Summary & 8 Largest Unsecured Creditors

FOUR LIONS: Files Schedules of Assets & Liabilities
FOUR LIONS: Section 341(a) Meeting Scheduled for Feb. 28
GENDER PARTNERS: Dist. Ct. Affirms Stay for Bank Loan Guarantors
GARNET BIOTHERAPEUTICS: Proofs of Claim Due By March 2, 2011
GENWORTH MORTGAGE: S&P Cuts Counterparty Credit Rating to 'BB+'

GLOBAL CASH: Moody's Assigns 'B1' Rating to $235 Mil. Senior Loan
GLOBAL CASH: S&P Changes Outlook to Stable, Affirms 'BB-' Rating
GMX RESOURCES: Moody's Assigns 'Caa2' Rating to $200 Mil. Notes
GMX RESOURCES: S&P Puts 'B-' Corp. Credit Rating; Outlook Stable
GNP RLY: Involuntary Chapter 11 Case Summary

GRAND BEAR: Asks La Salle County Board to Lower Property Taxes
GULFSTREAM INT'L: Ch. 11 Spurs Regional Airport Woes
GULFSTREAM INT'L: To Start Flying Montana EAS Routes
HAWKS PRAIRIE: Pacific Real to Sell Hawks Prairie Property
H.B. FENN: To File Proposal Under Canada's Bankruptcy Laws

HEADLINE NEWS: Tacoma Writes Off $32,000 Advertising Debt
ICOP DIGITAL: Bankruptcy Court Approves Sale Plan
ILEC FAIRPOINT: S&P Assigns 'B' Corporate Credit Rating
INDUSTRIAL ENTERPRISES: Omtammot DIP Loan Extended to July 31
INNKEEPERS USA: Midland Tries to Block LNR Opposition to Plan

INTEGRA BANK: Bank Out of Compliance with Capital Directive
IRVING TANNING: Tasman Industries Buys Business for $6.5 Million
IRVING TANNING: Tasman Industries Offers $6.5 Million for Assets
JAMES F BYRNES: Chapter 11 Filing Halts Bank's Auction
JAMES F BYRNES: Case Summary & 20 Largest Unsecured Creditors

KE KAILANI: Sec. 341 Meeting of Creditors Set for February 11
KE KAILANI: Files Schedules of Assets and Liabilities
KGEN LLC: S&P Changes Outlook to Positive, Affirms 'BB-' Ratings
L-3 COMMUNICATIONS: Fitch Expects to Rate New Senior Unsec. Notes
L-3 COMMUNICATIONS: Moody's Affirms 'Ba1' Sr. Subordinated Ratings

LA PALOMA'S: Moody's Affirms 'Caa2' on 2nd Lien Debt Facility
LANDCO FAIR: Case Summary & 20 Largest Unsecured Creditors
LANDCO JEFFERSON: Voluntary Chapter 11 Case Summary
LEHMAN BROTHERS: Settles LB Bankhaus Intercompany Claims
LHB REAL: Case Summary & 3 Largest Unsecured Creditors

LIONS GATE: Files Schedules of Assets and Liabilities
LOUISVILLE ORCHESTRA: Struggles to Meet Payroll Obligation
LYONDELL CHEMICAL: BASF Wants Continuing Stay Lifted
MARITIME TELECOMMUNICATIONS: S&P Assigns 'B' Corp. Credit Rating
MICHAEL A HARRIS: Billing Protocol Not Applicable for Small Case

MIKE V REAL ESTATE: Files Schedules of Assets & Liabilities
MIKE V REAL ESTATE: Section 341(a) Meeting Scheduled for March 1
MORTGAGES LTD: Judge Nixes Appeal on ML Manager & Borrowers Deal
MSR RESORT: Receives Loan Offers From Singapore & Paulson
MTM PARTNERS: Voluntary Chapter 11 Case Summary

MYSPACE INC: "Now Is The Right Time" for Sale, News Corp. Says
NIELSEN COMPANY: Fitch Upgrades Issuer Default Ratings to 'B+'
NORTH AVENUE: Voluntary Chapter 11 Case Summary
OPTI CANADA: Declining Liquidity Cues' Moody's 'Caa3' Rating
OTTER TAIL: Green Plains-Led Auction on Feb. 16

PENINSULA GAMING: Moody's Assigns 'Ba3' Rating to $80 Mil. Notes
POINT BLANK: Seeks Approval on Backstop Purchase Agreement
POMPANO CREEK: Section 341(a) Meeting Scheduled for March 10
RADIENT PHARMACEUTICALS: Agrees to Sell $8.4MM Convertible Notes
RADIENT PHARMACEUTICALS: Seeks to Withdraw Form S-1 Registration

RAFAELLA APPAREL: S&P Raises Corporate Credit Rating to 'B+'
RDK MUNICIPAL: Voluntary Chapter 11 Case Summary
RDK TRUCK: Voluntary Chapter 11 Case Summary
REVEL AC: Moody's Assigns 'Caa1' Corporate Family Rating
RMAA REAL: U.S. Trustee Wants Case Converted to Chapter 7

RUGGED BEAR: Amends List of 20 Largest Unsecured Creditors
S & Y ENTERPRISES: Court Sets March 4 Bar Date for Proofs of Claim
SATISFIED BRAKE: Intellectual Property Dispute Cues Bankruptcy
SCANWOOD CANADA: Declared Insolvent by Halifax Court
SHERWOOD FARMS: Centennial Moves Court to Appoint Ch. 11 Trustee

SHUBH HOTELS PITTSBURGH: Judge May Appoint Chapter 11 Trustee
SINCLAIR BROADCAST: Strikes Multi-Year Deal With Time Warner
SLK DEVELOPMENT: Voluntary Chapter 11 Case Summary
SMURFIT-STONE: Sued by Shareholder Over Buyout
SOUTHWEST GEORGIA ETHANOL: Taps McKenna Long as Bankruptcy Counsel

SOUTHWEST GEORGIA ETHANOL: Wants to Hire Epiq as Claims Agent
SOUTHWEST GEORGIA ETHANOL: Proposes $10-Mil. of DIP Financing
SPOT MOBILE: Receives $1.8 Million from Sale of Securities
STARBRITE PROPERTIES: Voluntary Chapter 11 Case Summary
STRAWBERRY PARK: Court Dismisses Involuntary Chapter 11 Case

SUNRISE SENIOR: Greg Neeb's Employment Extended to 2013
SUPERIOR ACQUISITIONS: Creditor Wants Case Converted to Chapter 7
TRIBUNE CO: Professionals File Fee Applications for Sept.-Nov.
TRICO MARINE: Court Approves Sale of Three Vessels
ULTIMATE ACQUISITION: Organizational Meeting Set for Feb. 9

UNITED CONTINENTAL: AFA & IAM Seek Union Elections
UNITED CONTINENTAL: Reports December 2010 Traffic Results
U.S. DRY CLEANING: Disclosure Statement Hearing Set for Feb. 9
US AIRWAYS: Downgraded by Soleil Securities to "Hold"
US AIRWAYS: To Cut 90 Jobs at Pittsburgh Int'l Airport

US AIRWAYS: To Close Philippines Call Center by October
US AIRWAYS: Wants to Join United in Alliance
VILLAGE AT CAMP: Wants Plan Acceptance Period Extended to April 4
W.R. GRACE: Garlock Document Request Facing Objections

* Accommodating Markets Shrink Maturing Junk-Rated Debt
* Canadian Business Bankruptcies at Record Low, CIBC World Says

* BOOK REVIEW: Leveraged Management Buyouts - Causes and
               Consequences

                            *********

325 PASO HOLDINGS: Artisan Hotel in Bankruptcy Again
----------------------------------------------------
Vic Kolenc at the El Paso Times reports that the closed Artisan
Hotel Downtown is in bankruptcy again.  325 Paso Holdings, LLC,
the Las Vegas-based investors group which bought the hotel
building in a foreclosure sale in November for $250,000, and has
been trying to sell it, has filed for Chapter 11 reorganization.
The hotel, at 325 N. Kansas, in El Paso, Texas, was in Chapter 11
and Chapter 7 liquidation bankruptcy under its previous owner,
Douglas Da Silva.  The Las Vegas hotel operator opened 73 of the
hotel's 105 rooms for a rocky five months last year before closing
the hotel in March.

According to the El Paso Times, 325 Paso Holdings is tied to
Integrated Financial Associates, or IFA, a Las Vegas mortgage
broker which put together a group of investors that lent Mr. Da
Silva and the hotel almost $6 million.

The report relates that in December, before the bankruptcy was
filed, Timothy Deters, co-founder of NAC Development Co., a Las
Vegas real estate development company, and a consultant for
Integrated Financial Associates, told the El Paso Times he was
trying to sell the hotel building.  He said some El Paso and
national hotel operators had shown interest.

The El Paso Times also reports that City tax office records show
the Artisan owes more than $417,000 in property taxes and late
fees to the city, county and other taxing agencies.  City
officials are looking at options for collecting those taxes,
according to a statement issued by the city.

                        About 325 Paso Holdings

325 Paso Holdings, LLC, filed for Chapter 11 protection (Bankr. D.
Nev. Case No. 10-34204) in Las Vegas, Nevada, on Dec. 30, 2010.
Timothy P. Thomas, Esq., in Las Vegas, represents the Debtor.  In
its schedules, the Debtor disclosed assets of $3,220,000 and
liabilities of $6,153,813.  The petition was signed by Bill Dyer,
president of managing member Integrated Financial Associates.


ABRAHAM PETROLEUM: Bankr. Court Abstains From Hearing Hassan Suit
-----------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte granted the Defendant's
request to dismiss the suit, Abraham Petroleum Corp., v. Hassan
and Sons Corp., Adv. Pro. No. 10-0015 (Bankr. D. P.R.).  Judge
Lamoutte said discretionary abstention is warranted in the case
because, (1) Plaintiffs claims are based entirely on state law,
(2) there is an open and ongoing state court proceeding available
to the Debtor, and (3) Plaintiffs' resort to the Bankruptcy Court
in this case at this time can be viewed as forum shopping.  The
claims for relief alleged in the complaint wholly revolve upon
matters of local law, and resolution would not involve any issues
of bankruptcy law.  Therefore, discretionary abstention in favor
of the state courts is appropriate.  Notwithstanding, any monetary
award against the Debtor must be channeled through the bankruptcy
proceeding.

On February 8, 2010, the Debtor filed a complaint against the
Defendant for recovery of property, eviction, breach of contract,
collection of money and damages.  The complaint is premised on the
breach of a lease and supply agreement entered into by the Debtor
with the Defendant on March 30, 2008, for the use by the Defendant
of the Debtor's service station at Barrio Hato Abajo, Arecibo,
Puerto Rico.  The Defendant agreed to operate the service station
and purchase fuel from the Debtor.  The complaint alleges that the
Defendant failed to pay for rent and merchandise since February
2009.  Additionally, the Defendant failed to pay the amounts
corresponding to partial payments of the "key" or right to
operate.  Also, the complaint alleges breach of a sub lease
agreement executed on May 1, 2007, between the Debtor and the
Defendant for the use of real property located at Urbanizacion
San Fernando in Bayamon, Puerto Rico, in which the Defendant
agreed to operate the service station and purchase products from
the Debtor.  The Debtor notified the Defendant of its decision to
rescind or cancel both contracts.  The complaint includes six
causes of action: breach of contract and eviction; debt
collection; temerity; dispossession of premises and equipment;
indemnification and damages; and damages, attorney's fees and
expenses.

The Defendant filed a motion to dismiss alleging that it filed a
state court action against the Debtor on February 20, 2009, before
the Superior Court of Bayamon, based on the same allegations, and
therefore, the Bankruptcy Court should abstain from these
proceedings.  In effect the state court complaint filed against
the Debtor raises five causes of action: cancellation of supply
contract; cancellation of the lease of the property at Urb. San
Fernando, Bayamon; cancellation of the lease of the property at
Barrio Hato Abajo, Arecibo; cancellation of the sales contract of
the going concern located at Urb. San Fernando and cancellation of
the sales contract of the going concern located at Barrio Hato
Abajo.  The Defendant filed a proof of claim in the Debtor's
bankruptcy case for $3,775,000.

A copy of the Court's February 2, 2011 Opinion and Order is
available at http://is.gd/qA9sUdfrom Leagle.com

                     About Abraham Petroleum

Based in Dorado, Puerto Rico, Abraham Petroleum Corporation filed
for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 09-05928) on
July 17, 2009.  Charles Alfred Cuprill, Esq., in San Juan, Puerto
Rico, served as bankruptcy counsel.  In its petition, the Debtor
estimated $1 million to $10 million in both assets and debts.


ACCREDITED HOME: Subprime Borrower's Release Not Bulletproof
------------------------------------------------------------
WestLaw reports that a release that a borrower executed in favor
of bankrupt subprime mortgage lenders was enforceable against him,
and could be raised in support of an objection that the lenders
filed to a proof of claim by the borrower in their jointly
administered Chapter 11 cases, though the lenders had not also
signed the release.  It was enough that the release was signed by
the party against whom enforcement was sought.  However, the
borrower presented sufficient evidence that he had signed the
release under duress, at a time when he was not represented by
counsel and under a physician's care for post-traumatic stress
syndrome, in response to a threatened loss of his home to an
unlawful foreclosure initiated at a time when he was not in fact
in default, that the lenders could not rely on the release as
basis for disallowing the borrower's claim.  In re Accredited Home
Lender Holding Co., --- B.R. ----, 2011 WL 304588 (Bankr. D.
Del.).

A copy of the Honorable Mary F. Walrath's Opinion dated Jan. 28,
2011, is available at http://is.gd/3uKlcmfrom Leagle.com

                       About Accredited Home

San Diego, California-based Accredited Home Lenders Holding Co. --
http://www.accredhome.com/-- was a mortgage banker servicing U.S.
markets for conforming and non-prime residential mortgage loans
operating throughout the U.S. and in Canada.  Accredited sold its
mortgage-servicing business in July 2009 as part of its
bankruptcy.

Accredited Home Lenders and its affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 09-11516) on May 1, 2009.
Gregory G. Hesse, Esq., Lynnette R. Warman, Esq., and Jesse T.
Moore, Esq., at Hunton & William LLP, serve as the Debtors'
bankruptcy counsel.  Laura Davis Jones, Esq., James E. O'Neill,
Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl &
Jones LLP, serve as Delaware counsel.  Kurtzman Carson Consultants
is the Debtors' claims agent.  Andrew I Silfen, Esq., Schuyler G.
Carroll, Esq., Robert M. Hirsch, Esq., at Arent Fox LLP in New
York, and Jeffrey N. Rothleder, Esq., at Arent Fox LLP in
Washington, DC, represent the official committee of unsecured
creditors as co-counsel.  Neil R. Lapinski, Esq., and Shelley A.
Kinsella, Esq., at Elliott Greenleaf, represent the Committee as
Delaware and conflicts counsel.

As reported in the Troubled Company Reporter on Jan. 4, 2011, the
Debtors filed a proposed Plan of Liquidation and a Disclosure
Statement explaining that twice-amended plan.  The Plan does
not contemplate a continuation of the Debtors' collective
businesses.

Accredited Home Lenders estimated its assets at $10 million to
$50 million and its debts at $100 million to $500 million in
its Chapter 11 petition.


ACCURATE AUTO CARRIERS: Bankruptcy Auction Nets 400 Bidders
-----------------------------------------------------------
Hilco Industrial, LLC, and joint venture partner, Maynards
Industries, Ltd., announced they have been successful with its
auction sale of 148 trucks, trailers and auto carriers on behalf
of the bankruptcy estate and creditors of Romulus, Michigan-based
Accurate Auto Carriers, LLC.  The webcast auction, which attracted
an international gathering of more than 400 online and on-site
bidders, lasted two hours and generated revenues approximately 25%
greater than anticipated.

Vehicles sold included Freightliner, Sterling, Kenworth,
Peterbilt, International and Volvo tractors as well as trailers
from Cottrell, Boydstun, Wabash, Wade, Kentucky, Westwind, Great
Dane and Wally Auto Transport Trailers.

Commenting on the sale results, Robert Levy, a managing partner
with Hilco Industrial, said, "This was a superb collection of
assets that attracted significant interest, in part due to the
strengthening of the marketplace for over the road vehicles in
general and auto carriers in particular." He added, "Production of
new vehicles has slowed over the past three to four years and,
simultaneously, the available inventory of late model vehicles is
shrinking, which has fostered greater demand."

Stephan Wolf, also a managing partner of Hilco Industrial, said,
"We employed our HilCast(R) webcast auction technology for this
sale in order to maximize the number of bidder participants and
provide all bidders with full and equal access to the sale
process.  Our technology enables bidders to see the assets as they
are put on the block and verbally communicate on a real-time basis
with the auctioneer versus other systems that rely solely on
mouse-clicks to enter bids."

In recent years, Hilco Industrial and Maynards have conducted
numerous asset disposition sales in the automotive/transportation
sector, principally on behalf of Liquidation Motors Company and
Old Carco, LLC, the entities of General Motors and Chrysler,
respectively, left to settle past bankruptcy liability claims.


AERIAL LIFT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Aerial Lift, Inc.
        P.O. Box 66
        Milford, CT 06460

Bankruptcy Case No.: 11-30215

Chapter 11 Petition Date: February 1, 2011

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Douglas S. Skalka, Esq.
                  NEUBERT, PEPE, AND MONTEITH
                  195 Church Street, 13th Floor
                  New Haven, CT 06510
                  Tel: (203) 821-2000
                  Fax: 203-821-2009
                  E-mail: dskalka@npmlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ctb11-30215.pdf

The petition was signed by Cheryl DePiero Hull, president.


AFM INVESTMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: AFM Investment, Inc.
        5622 Havenwoods
        Houston, TX 77066

Bankruptcy Case No.: 11-31145

Chapter 11 Petition Date: February 1, 2011

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

Judge: Marvin Isgur

Debtor's Counsel: Samuel L. Milledge, Esq.
                  MILLEDGE LAW FIRM, P.C.
                  10333 Northwest Freeway, Suite 202
                  Houston, TX 77092
                  Tel: (713) 812-1409
                  Fax: (713) 812-1418
                  E-mail: milledge@milledgelawfirm.com

Scheduled Assets: $1,200,000

Scheduled Debts: $700,000

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

The petition was signed by Syed Mohuiddin, president.


ALFRED VILLALOBOS: IRS Wants Ch. 7 Trustee to Take Over Assets
--------------------------------------------------------------
Dale Kasler at The Sacramento Bee reports that the Internal
Revenue Service has asked a bankruptcy judge to convert Alfred
Villalobos' Chapter 11 bankruptcy case to a Chapter 7 liquidation
proceeding, saying Mr. Villalobos is "depleting" his fortune.

According to the report, the IRS wants the court to crack down on
Mr. Villalobos, the businessman in the middle of the CalPERS
bribery scandal.  IRS stated that, under Mr. Villalobos' control,
his assets are being "grossly mismanaged."  The Debtor is
allegedly falling behind on mortgage payments while letting family
and associates live in his nine homes, charging them little or no
rent.  The agency said it is owed more than $2.5 million by the
Debtor.

In a Chapter 7 case, Mr. Villalobos' real estate holdings and
other assets would be placed under the control of a trustee.

                   About Alfred J.R. Villalobos

Stateline, Nevada-based Alfred J.R. Villalobos -- together with
Arvo Art, Inc., and two other companies -- filed for Chapter 11
bankruptcy protection on June 9, 2010 (Bankr. D. Nev. Case No. 10-
52248).

Stephen R. Harris, Esq., at Belding, Harris & Petroni,
Ltd., assists the Debtors in their restructuring effort.
Mr. Villalobos estimated assets and debts at $10 million to
$50 million.

According to The Sacramento Bee, Mr. Villalobos sought bankruptcy
protection a month after then-Attorney General Jerry Brown accused
him in a lawsuit of bribing key officials with the California
Public Employees' Retirement System.  Mr. Brown's lawyers quickly
obtained a court order placing Mr. Villalobos' assets under
control of an examiner.  By filing for bankruptcy protection,
Mr. Villalobos halted Mr. Brown's lawsuit and was able to regain
control of his assets.


ALLY FINANCIAL: Fitch Upgrades Issuer Default Rating to 'BB'
------------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Rating of
Ally Financial Inc. to 'BB' from 'B'; the Rating Outlook is
revised to Stable from Positive.

The upgrade reflects the risk-reduction efforts undertaken by the
company in its mortgage operations, demonstration of consistent
operating profitability in all reportable segments, improved
funding flexibility offered by the deposit-raising ability and
economical access to public/private debt markets, and maintenance
of solid liquidity and capital levels.

Since late 2009, Ally has been active in de-risking its mortgage
business which was a drag on the company's earnings for the past
few years.  In 2010, the company completed the sale of its
European mortgage operations, shedding $11 billion in assets and
contingent liabilities, sold its struggling resort finance
portfolio with $1 billion in unpaid principal balance and
continued to manage its remaining legacy mortgage assets, selling
$2.5 billion in 2010 with gains to carrying value.  Furthermore,
Ally's wholly-owned mortgage subsidiary Residential Capital LLC
reached important rep and warranty settlements with government
sponsored enterprises, Freddie Mac and Fannie Mae, which
effectively caps future rep and warranty losses on GSE exposure.
Ally still continues to face potential losses on non-GSE exposure
associated with private label securities and monoline insurers,
but Fitch believes that future rep and warranty losses should be
manageable in the context of Ally's repurchase reserves, core
earnings and capital base.  Repurchase reserve stood at
$830 million at Dec. 31, 2010 against outstanding claims of
$888 million and included the $462 million settlement with Fannie
Mae in the fourth quarter of 2010 (4Q'10).  Fitch believes that
the company will prudently add to its reserves in light of any
pick-up in claim activity.

Operating performance has been strong with the company reporting
$1.1 billion in net earnings in 2010, compared to a loss of
$10.3 billion in 2009.  All three operating segments (automotive,
mortgage and insurance) were profitable throughout the year.
Improved results are a factor of strong growth in auto
originations, continued improvement in credit trends, lower
interest expense due to favorable funding mix, and strong fee
margins in new mortgage originations.  Fitch expects positive
earnings generation in 2011, although profits are likely to be
below 2010 levels as higher yielding, higher risk assets roll off
and the asset mix shifts toward lower yielding but better quality
auto and mortgage originations.

Credit quality has continued its positive trend quarter-over-
quarter.  In the auto space, replacement of lower quality older
vintage loans with higher quality originations combined with a
strong used-car market is having a favorable impact on credit
metrics.  In the mortgage space, credit quality has improved and
is performing within expectations, following the strategic actions
taken by the company in 4Q'09.  Overall, non-performing loans
totaled $1.5 billion at Dec. 31, 2010, down significantly from
$2.7 billion in 2009.  Net charge-offs were $240 million in 4Q'10
compared to $3.9 billion in 4Q'09.  Allowance as a percentage of
NPLs was a strong 124% at Dec. 31, 2010, compared to 91% in the
prior year.  While the mortgage portfolio could be susceptible to
further decline in home prices and macroeconomic risks, it is
becoming a smaller and more manageable part of the total
receivables and loan portfolio.  Fitch believes that the auto-
finance portfolio, which at Dec. 31, 2010 accounted for
$96 billion or about 80% of Ally's total loan and lease portfolio,
should help further stabilize overall portfolio credit
performance.

Capital ratios improved during 2010, despite the consolidation of
$19 billion of off-balance-sheet assets on Jan. 1, 2010, in
accordance with SFAS 166/167.  Tier 1 capital ratio improved 85
basis points year-over-year to 15.0%, driven by positive earnings,
reduction in higher risk-weighted assets primarily related to the
sale of European mortgage assets ($11 billion) and amortization of
the lease portfolio ($6.9 billion), offset by strong auto and
mortgage originations during the year.  Furthermore, tier 1 common
capital increased 65% to $12.7 billion in 2010, following the U.S.
Treasury's 4Q'10 conversion of $5.5 billion from mandatory
convertible preferred to common equity.  The tier 1 common capital
ratio was 8.6% at Dec. 31, 2010, up significantly from 4.8% a year
earlier.  The strengthening of the tier 1 common ratio provides
additional protection to absorb contemplated regulatory changes
and any unexpected macroeconomic risk.

The parent's available liquidity, which includes cash,
unencumbered investment securities, and unused committed capacity,
was $23.8 billion at Dec. 31, 2010, which represents approximately
20% of total loans and lease portfolio.  Liquidity is currently
being conservatively managed in light of the upcoming debt
maturities over the next few years.  On a consolidated basis, Ally
has $9.5 billion and $12.6 billion in unsecured debt due in 2011
and 2012, respectively.  Fitch believes that Ally will be able to
refinance these maturing debt obligations with a combination of
balance sheet liquidity, future asset sales and deposit growth.

Following the 4Q'10 MCP conversion, Treasury is now a 74%
shareholder of Ally.  Fitch has downgraded the Support rating to
'5' to reflect its view that the Treasury investment is not
considered to be long-term and is likely to be replaced by third
party capital.

The Stable Outlook reflects Fitch's expectation for continuation
of actions to further de-risk the legacy mortgage business,
consistent operating profitability and maintenance of solid
capital and liquidity levels.  The recognition of higher than
expected rep and warranty losses that results in a material
decline in tangible capitalization, declines in operating
performance due to asset quality deterioration, and/or weakening
of the liquidity profile could pressure ratings.  Conversely,
improved market share and growth in the core auto finance
franchise, better credit metrics in the residential mortgage
business, expansion of the banking franchise along with the growth
in the bank's deposit funding base while maintaining a
conservative capital and liquidity posture, could lead to upward
rating momentum.

Ally is one of the world's largest automotive financial services
companies with approximately $172 billion of assets at Dec. 31,
2010.  Founded in 1919 as a wholly owned subsidiary of General
Motors Corporation (currently General Motors Company, or GM), Ally
is the official preferred source of financing for GM, Chrysler,
Saab, Suzuki, Fiat, and Thor Industries vehicles and offers a full
suite of automotive financing products and services in key markets
around the world.  Ally's other business units include mortgage
operations and commercial finance, and through its subsidiary,
Ally Bank, it offers online retail banking products.  On Dec. 24,
2008, Ally became a bank holding company under the Bank Holding
Company Act of 1956.

Fitch has taken these rating actions with a Stable Outlook:

Ally Financial Inc.

  -- Long-term IDR upgraded to 'BB' from 'B',
  -- Senior unsecured upgraded to 'BB' from 'B/RR4',
  -- Senior shelf upgraded to 'BB' from 'B/RR4',
  -- Short-term debt affirmed at 'B',
  -- Individual upgraded to 'C/D' from 'D',
  -- Support downgraded to '5' from '4',
  -- Support Floor downgraded to 'NF' from 'B',
  -- Long-term FDIC guaranteed debt affirmed at 'AAA';
  -- Short-term FDIC guaranteed debt affirmed at 'F1+'.

GMAC International Finance B.V.

  -- Long-term IDR upgraded to 'BB' from 'B',
  -- Senior unsecured upgraded to 'BB' from 'B/RR4',
  -- Short-term IDR affirmed at 'B',
  -- Short-term debt affirmed at 'B'.

GMAC Bank GmbH

  -- Long-term IDR upgraded to 'BB' from 'B',
  -- Senior unsecured upgraded to 'BB' from 'B/RR4',
  -- Short-term IDR affirmed at 'B',
  -- Short-term debt affirmed at 'B'.

Ally Credit Canada Limited

  -- Long-term IDR upgraded to 'BB' from 'B',
  -- Senior unsecured upgraded to 'BB' from 'B/RR4',
  -- Short-term IDR affirmed at 'B',
  -- Short-term debt affirmed at 'B'.

GMAC Financial Services NZ Limited

  -- Long-term IDR upgraded to 'BB' from 'B',
  -- Short-term IDR affirmed at 'B',
  -- Short-term debt affirmed at 'B'.

GMAC Australia LLC

  -- Long-term IDR upgraded to 'BB' from 'B',
  -- Short-term IDR affirmed at 'B',
  -- Short-term debt affirmed at 'B'.

GMAC (U.K.) plc

  -- Short-term IDR affirmed at 'B',
  -- Short-term debt affirmed at 'B'.

Ratings Withdrawn:

GMAC Australia (Finance) Ltd

  -- Short-term IDR 'B';
  -- Short-term debt 'B'.


AMBAC FINANCIAL: Dewey & LeBoeuf Charges $2.2MM for Nov.-Dec.
-------------------------------------------------------------
Professionals employed and retained in Ambac Financial Group,
Inc.'s Chapter 11 case filed applications for allowance of fees
and reimbursement of expenses, pursuant to Section 331 of the
Bankruptcy Code for these periods:

Firms                      Period         Fees        Expenses
-----                      ------      ----------     --------
Dewey & LeBoeuf LLP      11/08/10-     $2,227,426      $51,181
                          12/31/10

KPMG LLP                 11/08/10-       $475,223       $1,027
                          12/31/10

Morrison & Foerster LLP  11/17/10-       $472,663       $1,818
                          12/31/10

Lazard Freres & Co. LLC  11/22/10-       $120,000         $383
                          12/31/10

                       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.

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.  KPMG LLP
is tax consultant to the Debtor.

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.  Lazard Freres &
Co. LLC is the Committee's financial advisor.

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)


AVAYA INC: Announces Offering of $1-Bil. Sr. Secured Notes
----------------------------------------------------------
Avaya Inc. announced that it intends to raise $1 billion in gross
proceeds through a private placement offering of senior secured
notes due 2019.  The net proceeds from the notes offering would be
used to repay a portion of the term loans outstanding under the
Company's senior secured credit facility and to pay related fees
and expenses.

Ashley Lutz at Bloomberg News, citing a person familiar with the
offering, reports that Avaya could issue as soon as next week.

Bloomberg News notes that Avaya is issuing $1 billion of notes as
the spreads investors demand to hold high-yield debt have narrowed
in the past month.  Investors are demanding 489 basis points, or
4.89 percentage points, of extra yield to hold speculative-grade
bonds instead of Treasuries, down from 532 basis points a month
ago, according to Bank of America Merrill Lynch's U.S. High Yield
Master II index.

"There is strong demand, there have been a lot of strong deals
that have been easily absorbed into the market," said Vicki Bryan,
a senior high-yield analyst at Gimme Credit LLC.  "An increase in
high-yield issuance should continue into the short-term."

                         About Avaya Inc.

Avaya, Inc., based in Basking Ridge, N.J., is a supplier of
communications systems and software for enterprise customers.
Avaya was acquired by private equity firms, Silver Lake Partners
and TPG in October 2007.

At Sept. 30, 2010, Avaya Inc.'s balance sheet showed $9.26 billion
in assets, $2.02 billion in current liabilities, $8.67 billion in
non-current liabilities, stockholders' deficiency of
$1.43 billion.

                           *     *     *

In January 2011, Standard & Poor's Ratings Services revised its
outlook on Avaya Inc. to stable from negative, reflecting
preservation of liquidity measures through the early phases of its
integration of the Nortel assets, which Avaya acquired in December
2009.  In addition S&P affirmed all its ratings on the Company,
including its 'B-' corporate credit rating.

"The rating is based on our expectation that the Company will
sustain positive operating trends from the last three quarters,"
said Standard & Poor's credit analyst Lucy Patricola.  S&P expects
that revenues will remain under pressure, reflecting the mature
nature of voice-based telephony, and that margins will gradually
improve as Avaya continues its plans to integrate and streamline
the recently acquired Nortel business.


AVISTAR COMMUNICATIONS: 3 Execs. Exercise Options to Buy Shares
---------------------------------------------------------------
In separate Form 4 filings with the Securities and Exchange
Commission, directors and officers of Avistar Communications
Corp., disclosed acquisition of shares of the company on
February 1, 2011 at $0.34 per share:

                                               Shares
Director/                                Beneficially Owned
Officer                        Amount    After Transaction
---------                      ------    ------------------
Robert F. Kirk                 19,941          139,881
Michael James Dignen           11,011           11,011
Stephen Warren Westmoreland    18,352           41,293

The Shares are acquired pursuant to the Employee Stock Purchase
Plan of Avistar Communications Corporation.

                    About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

The Company's balance sheet at December 31, 2010, showed
$3.27 million in total assets, $11.12 million in total liabilities
and a $7.85 million stockholders' deficit.

The Company reported a net loss of $1.88 million on $1.62 million
of revenue for the three months ended December 31, 2010, compared
with a net loss of $1.54 million on $1.89 million of revenue for
the same period a year ago.


AWAL BANK: HSBC Bank USA Seeks Dismissal of Chapter 11 Case
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that HSBC Bank USA N.A. is asking the U.S. Bankruptcy
Court for the Southern District of New York to dismiss the
Chapter 11 case of Awal Bank BSC.

HSBC says dismissal is proper.  It notes that there has been no
significant activity in the case since the bankruptcy judge --
within days of the commencement of the Chapter 11 case -- rejected
Awal Bank's request for a structuring of the reorganization in
which there would be no creditors' committee and no lists of
assets and debt, with distributions made to creditors by the court
in Bahrain and payment to professionals without bankruptcy court
approval.

                          About Awal Bank

Awal Bank BSC is a Bahrain lender owned by Saudi Arabian Saad
Group.  Awal Bank was principally an investment company that
provides wholesale banking services in Bahrain including the
acceptance of deposits and the making of loans.

Awal Bank was taken into administration by the Central Bank of
Bahrain on July 30, 2009, after defaulting on loans.  U.S. lawyers
for the bank said last year that under Bahrain law, Awal's
administrator had two years to decide if the bank should liquidate
or be returned to management and shareholders.

Stewart Hey, Esq., at Charles Russell LLP, as external
administrator of Awal Bank BSC, made a voluntary petition under
Chapter 15 of the U.S. Bankruptcy Code for the bank (Bankr.
S.D.N.Y. Case No. 09-15923) on Sept. 30, 2009, following the
administration proceedings.

In 2010, the bank began experiencing a liquidity squeeze, brought
on in part, by the global economic crisis.  The bank ceased to
operate as a going concern since it was place into administration.

Awal Bank filed a chapter 11 petition (Bankr. S.D.N.Y. Case
No. 10-15518) in Manhattan on October 21, 2010.  The Debtor
estimated $50 million to $100 million and debts in excess of
$1 billion as of the petition date.


BANCO SANTOS: Brazil Case Recognized as Foreign Main Proceeding
---------------------------------------------------------------
On January 13, 2011, the U.S. Bankruptcy Court for the Southern
District of Florida granted the motion of Vanio Cesar Pickler, as
trustee of Banco Santos S.A., seeking recognition of Banco Santos'
proceeding pending in the 2nd Bankruptcy Court of Sao Paulo,
Brazil, as a "foreign main proceeding" pursuant to 11 U.S.C.
1517(b)(1).

By virtue of the Court's recognition of Banco Santos' proceeding
in Brazil as a foreign main proceeding, among other things, all
persons and entities are stayed from executing against the assets
of Banco Santos located in the United States.

A copy of the U.S. Recognition Order is available for free at:

    http://bankrupt.com/misc/BancoSantos.recognitionorder.pdf

                  Liquidation Proceeding in Brazil

As reported in the Troubled Company Reporter on December 14, 2010,
Banco Santos was a prominent bank in Brazil, until events
beginning around the end of 2004 eventually led to the bank being
liquidated in 2005.  On November 12, 2004, the Central Bank of
Brazil felt compelled to intervene after it appeared that Banco
Santos was facing insolvency due to an apparent deficit of
hundreds of millions of reals (Brazil's currency).  The insolvency
was suspected to have been the result of unscrupulous dealings by
Edemar Cid Ferreira, the former head of Banco Santos, as well as
others of Banco Santos' officers and directors.

Brazilian investigators believe that Mr. Ferreira, with the help
of his wife, son, and others, set up a series of holding companies
and trusts linked substantially to one bank and one offshore
company they apparently controlled -- Bank of Europe in Antigua
and Alsace Lorraine Investment Services Ltd. in the British Virgin
Islands.  Utilizing these offshore vehicles, Banco Santos would
encourage, and in some cases require, investors to deposit cash in
favor of the Bank of Europe in Antigua as collateral for loans in
Brazil.

Eventually the scheme began to unravel, leading Banco Santos to
take measures such as raising cash by selling junk bonds to the
offshore vehicles.  Millions of dollars (or reals) invested
offshore were misappropriated by Mr. Ferreira, including spending
on a lavish art collection valued in the tens of millions of
dollars.  In addition, Mr. Ferreira lives in a residence in Sao
Paulo that he remodeled circa 2003-2004 at the expense of some
US$60 million, which is owned by two of the Related Entities,
whose shares in turn are owned by offshore vehicles.

As a result of his complicity in the collapse of Banco Santos,
Mr. Ferreira was charged by Brazil's federal police with financial
crimes and money laundering, among other things.  He was
eventually convicted and sentenced to 21 years in prison.  He
remains out of prison on bail pending an appeal.  Other persons
associated with Banco Santos also were charged with crimes and
convicted.

On May 4, 2005, Banco Santos was placed into extra-judicial
liquidation, which is a precursor to full bankruptcy under
Brazilian law.  On September 20, 2005, the Brazilian Court issued
an Order converting the extra-judicial liquidation into a full,
court-supervised bankruptcy, and also appointed the Trustee as
Judicial Administrator of Banco Santos.

The Banco Santos Proceeding remains pending and the Trustee is
overseeing efforts to identify, locate, and capture assets
belonging to the estate and the Related Parties.

Today, the Estate of Banco Santos has 1,969 creditors and debts of
about R$2.4 billions (around US$1.4 billion).  The total of Banco
Santos' proven assets recovered by the Trustee to date, however,
is 900 million reals (approximately US$530 million).  Based on the
Trustee's investigation, information from the Brazilian
investigators, and other sources, the Trustee believes that a
significant amount of assets were diverted by Mr. Ferreira and/or
others prior to the Central Bank's intervention.

The Trustee desires to proceed with an investigation into the
assets of Banco Santos and of the Related Entities, including, for
example, as to assets that are in the U.S. or that were
transferred through the U.S., as well as transactions involving
Banco Santos and the Related Entities with persons or entities
located in the U.S.

                         About Banco Santos

Vanio Cesar Pickler Aguiar, as foreign representative for Sao
Paulo, Brazil-based Banco Santos S.A., filed a Chapter 15 petition
(Bankr. S.D. Fla. Case No. 10-47543) in Miami, Florida.

The Chapter 15 petition estimates that the Debtor has assets of
US$500 million to US$1 billion and debts of more than
US$1 billion.  Gregory S. Grossman, Esq., in Miami, Florida,
represents the Trustee in the Chapter 15 case.  The Trustee is
also represented by:

          Astigarraga Davis, Esq.
          MULLINS & GROSSMAN P.A.
          701 Brickell Avenue, 16th Floor
          Miami, Florida 33131
          Tel: (305) 372-8282
          Fax: (305) 372-8202
          E-mail: ggrossman@astidavis.com
                  edavis@astidavis.com


BASIC ENERGY: S&P Assigns 'B-' Rating to $250 Mil. Notes
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
issue-level and recovery ratings to Basic Energy Services Inc.'s
proposed $250 million senior unsecured notes due 2019.  The issue-
level rating is 'B-' (one notch below the corporate credit
rating).  At the same time, S&P assigned a recovery rating of '5',
indicating S&P's expectation of modest (10% to 30%) recovery in
the event of a payment default.

"Our recovery analysis incorporates Basic's plans to use the
proceeds to tender for the company's existing 11.625% senior
secured notes due 2014 and to pay fees and expenses associated
with the transaction," said Standard & Poor's credit analyst
Patrick Lee.  "The analysis also reflects Basic's plan to execute
a new $165 million senior secured revolving credit facility to
replace its current $30 million credit facility." Both facilities
are unrated.

An updated recovery report will be published on RatingsDirect
following this release.  Midland, Texas-based Basic is an oilfield
services provider engaged primarily in well servicing, fluid
services, completion and remedial services, and contract drilling.
S&P's corporate credit rating on Basic is 'B', and the outlook is
stable.

                           Ratings List

        Corporate credit rating              B/Stable/--

                           New Ratings

              $250 mil Sr Unscd Nts Due 2019      B-
                Recovery rating                   5


BASTROP BLACKHAWK: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bastrop Blackhawk, LLC
        fdba Lakeside Hospital at Bastrop
        fdba Lakeside Family Health Center of Bastrop
        fdba Lakeside Regional Medical Center
        fdba Lakeside Medical Center
        c/o KJJO, Ltd., Manager
        c/o Kevin J. Owens
        209 Watersong Ln
        Georgetown, TX 78628-6954

Bankruptcy Case No.: 11-10273

Chapter 11 Petition Date: February 1, 2011

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: B. Weldon Ponder, Jr., Esq.
                  Building 3, Suite 200
                  4601 Spicewood Springs Road
                  Austin, TX 78759-7841
                  Tel: (512) 342-8222
                  Fax: (512) 342-8444
                  E-mail: welpon@austin.rr.com

Estimated Assets: $0 to $50,000

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

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb11-10273.pdf

The petition was signed by Kevin J. Owens, agent for
member/manager, KJJO, Ltd.


BAY SPRINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Bay Springs Academy, LLC
        101 Rejen Drive
        Carrollton, GA 30117

Bankruptcy Case No.: 11-10385

Chapter 11 Petition Date: February 1, 2011

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

Debtor's Counsel: J. Nevin Smith, Esq.
                  SMITH DIMENT CONERLY, LLP
                  402 Newman Street
                  Carrollton, GA 30117
                  Tel: (770) 834-1160
                  Fax: (770) 834-1190
                  E-mail: cstembridge@smithdiment.com

Estimated Assets: $0 to $50,000

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 Gilbert A. Barker, Jr., manager.

Affiliates of Bay Springs Academy filing separate Chapter 11
petitions on February 1:

       Entity                    Case No.
       ------                    --------
   The Carrollton Academy, LLC  11-10386
   Luella Academy, LLC          11-10387
   Mirror Lake Academy, LLC     11-10388
   Stonebridge Academy, LLC     11-10389


BERNARD L MADOFF: Trustee Unseals Complaint Against JPMorgan
------------------------------------------------------------
Irving H. Picard, the Trustee for the liquidation of Bernard L.
Madoff Investment Securities LLC disclosed that his complaint
against JPMorgan Chase & Co., JPMorgan Chase Bank, N.A., J.P.
Morgan Securities LLC and J.P. Morgan Securities Ltd. -- initially
filed under seal on December 2, 2010 in the United States
Bankruptcy Court for the Southern District of New York -- would be
unsealed and its details made available to the public.

The complaint seeks to recover nearly $1 billion in fees and
profits and an additional $5.4 billion in damages for JPMC's
decades-long role as BLMIS's primary banker, aiding and abetting
Madoff's fraud.  All recovered monies will be placed into the
Customer Fund and distributed, pro rata, to BLMIS customers with
valid claims.

The Trustee initially filed the complaint under seal because JPMC
had contended that information it had provided to the Trustee in
the course of his investigation was confidential.  "However, from
the start, we have maintained that the Trustee's complaint should
be made public," said David J. Sheehan, lead counsel for Mr.
Picard and a partner at Baker & Hostetler LLP, the court-appointed
counsel for the Trustee.

"We have reached an agreement with opposing counsel to unseal a
large majority of the complaint, with the exception of several
allegations as well as the identities of the bank's employees and
customers," said Deborah Renner, a partner at Baker & Hostetler.

The 114-page complaint, which includes quotations from internal
emails at the bank, contains substantial detail supporting
allegations that JPMC knew or should have known that Madoff was
likely engaging in fraud.  "Incredibly, the bank's top executives
were warned in blunt terms about speculation that Madoff was
running a Ponzi scheme, yet the bank appears to have been
concerned only with protecting its own investments in BLMIS feeder
funds," said Ms. Renner.  "As we allege in the complaint, JPMC had
a palpable concern that Madoff was a fraud for years, but it was
not until October 2008 that it reported Madoff to government
officials.  Even then, JPMC executives did not restrict the BLMIS
bank account, even though it was being used to launder money from
the Ponzi scheme," added Ms. Renner.

"As we allege, JPMC ignored its anti-money laundering obligations
and repeatedly allowed suspicious transactions for high dollar
amounts to occur in the BLMIS account," said Mr. Sheehan.  "The
complaint further alleges that, as the BLMIS banker, JPMC had
financial reports in its possession that clearly evidenced fraud.
The same reports led a prominent fund manager to conclude that
fraudulent activity was highly likely," said Mr. Sheehan.  "In
addition to the indicia of fraud JPMC saw given its role as
BLMIS's primary banker for more than two decades, JPMC gained
additional, unique insight into Mr. Madoff and his operation at
BLMIS as it conducted due diligence for its own investments in
BLMIS feeder funds."

"There is much more to come, in the way of documents and
testimony, as we enter the discovery phase of the litigation,"
said Ms. Renner.  "We will push for more information from JPMC in
the course of the litigation so that the public can learn the full
role of the bank in aiding and abetting Madoff's Ponzi scheme,"
said Mr. Sheehan.

In addition to Mr. Sheehan and Ms. Renner, the Trustee
acknowledges the contributions of Baker & Hostetler attorneys who
worked on both the drafting and unsealing of the JPMC complaint:
Keith Murphy, Seanna Brown , Jessie Gabriel, Jennifer Vessells,
Lauren Hilsheimer and Lindsey D'Andrea.

                          *     *     *

The Wall Street Journal's Michael Rothfeld reports that according
to the unsealed complaint, JPMorgan ignored or dismissed warning
signs about the Madoff fraud even as it earned hundreds of
millions of dollars from its relationship with his firm.  The suit
says JPMorgan stood "at the very center" of Mr. Madoff's fraud,
alleging that bankers at JPMorgan discussed the possibility that
Mr. Madoff was operating a Ponzi scheme, worried that a firm of
such size was audited by a storefront accountant, and called his
returns "too good to be true."

"While numerous financial institutions enabled Madoff's fraud,
JPMC was at the very center of that fraud, and thoroughly
complicit in it," according to the 115-page lawsuit.

According to the Journal, JPMorgan said in a statement that the
lawsuit "is meritless and is based on distortions of both the
relevant facts and the governing law."  The bank said it "did not
know about or in any way become a party to the fraud orchestrated
by Bernard Madoff."

The Journal notes the suit seeks the return of nearly $1 billion
in JPMorgan's profits and fees, and $5.4 billion in damages.  It
goes into great detail about the bank's alleged efforts, starting
in about 2006, to make money by offering products tied to Mr.
Madoff through investment funds that fed money to him.

According to the Journal, the suit alleges that JPMorgan only
reported its suspicions of Mr. Madoff to British authorities in
late October 2008, two months before he surrendered.  In a
suspicious activity report filed with Britain's Serious Organised
Crime Agency, the bank said the performance of Mr. Madoff's
investments appeared to be "too good to be true -- meaning that it
probably is."

Bloomberg News reports that Mr. Picard's lawyer David Sheehan said
in the statement JPMorgan "ignored its anti-money laundering
obligations and repeatedly allowed suspicious transactions for
high dollar amounts to occur in the BLMIS account."

Bloomberg News says Jennifer Zuccarelli, a spokeswoman for the
bank, said JPMorgan will fight the lawsuit.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L MADOFF: Davis Polk Balks at Confidentiality Violation
---------------------------------------------------------------
Karen Wagner, Esq., at Davis Polk & Wardwell, counsel to the
defendants in Picard v. Katz, Adv. Pro No. 10-05287 (Bankr.
S.D.N.Y.), sent a letter to the bankruptcy court regarding the
request of David Sheehan that the court unseal the complaint in
this matter as soon as practicable prior to the February 9, 2011
hearing date.

Mr. Sheehan is lead counsel for Irving Picard and a partner at
Baker & Hostetler LLP, the court-appointed counsel for the
Trustee.  Mr. Picard is the trustee for Bernard L. Madoff
Investment Securities LLC.

"We write to inform Your Honor that the defendants do not oppose
the pending motions and, therefore, agree that the complaint
should be unsealed immediately," Ms. Wagner said in the letter.

"As Your Honor is aware, the complaint was filed by the Trustee
under seal to further settlement discussions.  Those discussions
have ended in the wake of a series of events that stemmed from the
actions of "two lawyers involved in the case" who, in conjunction
with The New York Times, took it upon themselves to violate this
Court's orders and to disclose confidential information that is
either in the complaint or was otherwise provided or discussed in
confidence.  As a result, one-sided and misleading information was
publicly disseminated, both about the complaint and the
defendants.  These leaks resulted in a media storm to which we
were forced to respond.  At no point did we respond to repeated
questions about the content of the complaint."

According to Ms. Wagner, the defendants have strong objection to
the "heated rhetoric and unfounded conclusions" in the complaint.
Further, many of the key allegations are made "upon information
and belief," even though they are contrary to the factual record
developed by the Trustee in his pre-complaint discovery.

"Nevertheless, the objective of keeping the complaint sealed are
no longer being served, so defendants consent to its immediate
unsealing," Ms. Wagner said.

                      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.


BLOCKBUSTER INC: Summit Wants Case Converted to Chapter 7
---------------------------------------------------------
Blockbuster Bankruptcy News reports that Summit Distribution LLC
is the U.S. Bankruptcy Court for the Southern District of New York
to compel the Debtors to immediately pay its administrative
expense claim pursuant to Sections 105(a), 363(b) and 503(b) of
the Bankruptcy Code, or in the alternative, grant it relief from
the automatic stay to permit reclamation of its goods and
converting the Chapter 11 cases to cases under Chapter 7 of the
Bankruptcy Code for "cause."

In reliance on prior orders of the Court and assurances of payment
by the Debtors, Summit shipped its second largest title of the
year, "The Twilight Saga: Eclipse," and several other titles to
the Debtors on 60-day credit terms, Paul N. Silverstein, Esq., at
Andrews Kurth LLP, in New York -- paulsilverstein@andrewskurth.com
-- tells the Court.  He asserts that in the absence of those
protections and assurances, Summit could have and would have sold
and licensed its product elsewhere.

The first payment with respect to the shipment of "Eclipse," which
alone equal to more than $1.6 million, became due last week, and
the Debtors failed to pay, Mr. Silverstein says.  He adds that the
Debtors informed Summit that they would not pay Summit with
respect to products that were shipped postpetition because they
lacked the funds to do so.

Summit's current undisputed past-due postpetition receivable is
$6,788,214 and the outstanding amount owed to Summit for all
postpetition shipments totals $9,510,114, Mr. Silverstein informs
the Court.  He asserts that needless to say, this is a very
significant amount for an independent film distributor.

"It is unfair and inconsistent with the fundamental tenets of
[C]hapter 11 of the Bankruptcy Code for the Debtors to be
permitted to breach their undisputed postpetition obligations to
Summit, while picking and choosing to pay other administrative
creditors in full and continuing to increase the administrative
insolvency of these cases," Mr. Silverstein argues.

Summit believes that either (i) the Debtors should be compelled to
pay Summit in full with respect to the undisputed obligations in
accordance with the Court's prior order and the agreements between
the parties, or (ii) Summit should be granted relief from stay and
permitted to reclaim its goods so that it can mitigate the harm
the Debtors have caused and the Debtors' Chapter 11 cases should
be converted to Chapter 7, so that a trustee may ensure that all
creditors are treated fairly and consistently.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) -- http://www.blockbuster.com/-- is a global provider of
rental and retail movie and game entertainment.  It has a library
of more than 125,000 movie and game titles.

Blockbuster Inc. and 12 U.S. affiliates initiated Chapter 11
bankruptcy proceedings with a pre-arranged reorganization plan
in Manhattan on September 23, 2010 (Bankr. S.D.N.Y. Case No.
10-14997).  It disclosed assets of $1 billion and debts of
$1.4 billion at the time of the filing.

Martin A Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the Debtors.  Rothschild
Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The Official Committee of Unsecured Creditors has retained Cooley
LLP as its counsel.

Blockbuster's non-U.S. operations and its domestic and
international franchisees, all of which are legally separate
entities, were not included in the filings and are not parties to
the Chapter 11 proceedings.

In its latest monthly operating report filed with the Bankruptcy
Court, Blockbuster disclosed $1.066 billion in assets, $422.2
million in liabilities not subject to compromise and $1.165
billion in liabilities subject to compromise, and a deficit of
$533.8 million as of Nov. 28, 2010.

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


BRAEWOOD RESIDENTIAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Braewood Residential, LP
        105 Eldorado Pkwy
        Little Elm, TX 75068

Bankruptcy Case No.: 11-40380

Chapter 11 Petition Date: February 1, 2011

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

Judge: Brenda T. Rhoades

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.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 Brett Cochran, president.


BROWN'S FAMILY: 2 Restaurants Remain Open; Third Closed
-------------------------------------------------------
G.G. Rigsby at the Savannah Morning News reports that the
restaurant operated by Sisters of the New South II, Inc., has been
closed while each restaurant operated by The Brown's Family
Restaurant of Savannah LLC and Sisters of the New South, Inc.,
remains open.

According to the report, Kenneth Brown and his wife, Vicky, filed
Chapter 11 petitions for the three restaurants, disclosing:

  Debtor                            Assets   Liabilities
  -----                             ------   -----------
  Brown's Family Restaurant         $6,850      $41,000
  Sisters of the New South         $18,300      $86,000
  Sisters of the New South II       $7,060      $39,000

Georgia Department of Revenue is owed $114,000 in withholding and
sales taxes in the aggregate, according to the report.

The Brown's Family Restaurant of Savannah LLC filed a chapter 11
petition (Bankr. S.D. Ga. Case No. 11-40128) on January 19, 2011.
Sisters of the New South, Inc. (Bankr. S.D. Ga. Case No. 11-40129)
and Sisters of the New South II, Inc., (Case No. 11-40130) filed
separate Chapter 11 petitions on the same day.

A copy of Brown's Family's petition is available at:

      http://bankrupt.com/misc/gasb11-40128.pdf

A copy of Sisters of the New South's petition is available at:

      http://bankrupt.com/misc/gasb11-40129.pdf


CAPITAL GROWTH: May Consummate Sale Transaction With Pivotal Group
------------------------------------------------------------------
In a regulatory filing Tuesday, Capital Growth Systems, Inc.,
discloses that on January 27, 2011, the U.S. Bankruptcy Court for
the District of Delaware entered an order approving the sale of
substantially all of the assets of Global Capacity to Pivotal
Global Capacity, LLC, or its subsidiary, GC Pivotal, LLC, an
affiliate of Pivotal Group, Inc.  Pivotal had previously acquired
100% of the secured debt of Global Capacity.

As reported in the Troubled Company Reporter on January 21, 2011,
the Pivotal Group acquired $65 million of Global Capacity's debt,
putting the investment firm back in position to lead the
telecommunications information and logistics company out of
bankruptcy after a prior proposed sale fell apart.

Global Capacity and Pivotal have now commenced seeking the federal
and state telecom regulatory approvals necessary to effect a
transfer of the assets and assumption of telecom services by
Pivotal, and estimate completion of the process by April 30, 2011.
The sale is to close after regulatory approvals are obtained.  The
assets being acquired include all shares of non-debtor Magenta
netLogic Limited, UK, or alternatively all of that entity's assets
will be transferred to the Debtors in exchange for a release of
inter-company debt before the Sale closing.

The sale of the assets to Pivotal will be effected pursuant to an
Amended Asset Purchase Agreement in the form attached below, and
as may be amended to incorporate: (i) the terms of the Sale Order,
to the extent it supersedes the foregoing, and (ii) certain
agreements with parties to executory contracts being addressed in
follow-up stipulations and orders.  It contemplates the purchase
of substantially all of the Debtors' assets for a purchase price
not to exceed $28,643,000, comprised of: (i) approximately
$10,983,000, representing credit against the amount of estimated
indebtedness on the debtor in possession facility through the
closing date; (ii) not more than $8,660,000 representing sums
necessary to fund cure amounts (including payments to mission
critical vendors for certain pre-petition liabilities) and to fund
priority claims and administrative expenses of the Debtors'
estate, including professional fees and amounts needed to wind
down the estates; and (iii) $9,000,000 representing a credit bid
amount against pre-petition secured loans; plus also the
undertaking of Pivotal to assume certain agreed upon assumed
liabilities of the Debtors.  The APA contemplates the retention of
certain retained causes of action by the Debtors.

The Sale Order also addressed the settlement of certain of the
larger mission critical vendor claims and provided for later
resolution of certain remaining outstanding claims and contract
assumption issues.

A full-text copy of the Sale Order is available for free at:

               http://researcharchives.com/t/s?72c8

A full-text copy of the Amended Asset Purchase Agreement is
available for free at:

               http://researcharchives.com/t/s?72c9

                       About Capital Growth

Headquartered in Chicago, Illinois, Capital Growth Systems, Inc.,
known as Global Capacity, and its subsidiaries operate in one
reportable segment as a single source telecom logistics provider
in North America and the European Union.  The Company helps
customers improve efficiency, reduce cost, and simplify operations
of their complex global networks -- with a particular focus on
access networks.

Capital Growth Systems and its affiliates filed for Chapter 11
protection on.  The lead debtor is Global Capacity Holdco LLC
(Bankr. D. Del. Case No. 10-12302).  Global Capacity Group Inc.
estimated $10 million to $50 million in assets and debts in its
petition.


CB HOLDING: Selling Another Liquor License for $250,000
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of Charlie Brown's Steakhouse is selling
another liquor license.  Shack Foods of Dedham LLC is offering
$250,000 for a license in Dedman, Massachusetts.  The Company
wants the sale approved at a March 9 hearing without holding an
auction.

                        About CB Holding

New York-based CB Holding Corp. had 20 Charlie Brown's Steakhouse,
12 Bugaboo Creek Steak House, and 7 The Office Beer Bar and Grill
restaurants when it filed for bankruptcy protection.  The Company
closed 47 locations before filing for Chapter 11.  Following a
bankruptcy auction, it sold its The Office restaurant chain to
winning bidder Villa Enterprises Ltd. for $4.68 million.

CB Holding and its affiliates filed for Chapter 11 bankruptcy
protection on November 17, 2010 (Bankr. D. Del. Case No.
10-13683).  Christopher M. Samis, Esq., and Mark D. Collins, Esq.,
at Richards, Layton & Finger, P.A., assist the Debtors in their
restructuring effort.  The Garden City Group, Inc., is the
Debtors' notice, claims and solicitation agent.  Jeffrey N.
Pomerantz, Esq., Jason S. Pomerantz, Esq., and Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the
Official Committee of Unsecured Creditors.  CB Holding estimated
its assets at $100 million to $500 million and debts at
$50 million to $100 million.


CENTAUR LLC: Reaches $8.5-Million Deal With Churchill Downs
-----------------------------------------------------------
Bankruptcy Law360 reports that Centaur LLC has agreed to pay
Churchill Downs Inc. $8.5 million to settle Churchill's claims
related to a contract for the sale of Hoosier Park Racing & Casino
in Anderson, Indiana.

                          About Centaur LLC

Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana,
LLC -- http://www.centaurgaming.net/-- is involved in the
development and operation of entertainment venues focused on horse
racing and gaming.  The Company and its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-
10799) on March 6, 2010.  The Company estimated its assets and
debts at $500 million to $1 billion as of the Petition Date.

A group of affiliates led by Valley View Downs, LP, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 09-13761) on
October 28, 2009.  Valley View estimated assets and debts at
$100 million to $500 million in its Chapter 11 petition.

Gerard H. Uzzi, Esq., Michael C. Shepherd, Esq., and Lane E. Begy,
Esq., at White & Case LLP, serve as counsel to the Debtors.
AlixPartners, LLP, is the claims and notice agent.  Blackstone
Advisory Partners L.P. and Innovation Capital, LLC, serve as
financial advisors to the Debtors.

Attorneys at Blank Rome LLP represent the Official Committee of
Unsecured Creditors.  Lamonica Herbst & Maniscalco and
Flaster/Greenberg P.C. serve as special counsel to the Committee.
Deloitte Financial Advisory Services LLP is the financial advisor
to the Committee.


CENTRAL LEASING: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Central Leasing Co. of NJ, LLC, has filed with the U.S. Bankruptcy
Court for the District of New Jersey its schedules of assets and
liabilities, disclosing:

  Name of Schedule                     Assets         Liabilities
  ---------------                      ------         -----------
A. Real Property                            $0
B. Personal Property               $12,212,082
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $10,205,926
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                  $23,649
                                   -----------         -----------
      TOTAL                        $12,212,082         $10,229,575

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

Midland Park, New Jersey-based Central Leasing Co. of NJ, LLC,
filed for Chapter 11 bankruptcy protection on January 24, 2011
(Bankr. D. N.J. Case No. 11-11917).  Michael J. Muller, Esq., at
Michael J. Muller, Esq. NJ, serves as the Debtor's bankruptcy
counsel.


CENTRAL LEASING: Section 341(a) Meeting Scheduled for Feb. 23
-------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Central
Leasing Co. of NJ, LLC's creditors on February 23, 2011, at
11:00 a.m.  The meeting will be held at Office of the US Trustee,
Raymond Blvd., One Newark Center, Suite 1401, Newark, NJ
07102-5504.

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.

Midland Park, New Jersey-based Central Leasing Co. of NJ, LLC,
filed for Chapter 11 bankruptcy protection on January 24, 2011
(Bankr. D. N.J. Case No. 11-11917).  Michael J. Muller, Esq., at
Michael J. Muller, Esq. NJ, serves as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $12,212,081 in
total assets and $10,229,574 in total liabilities.


CLOVERLEAF ENTERPRISES: Penn Ups Bid to $11MM; Court OKs Sale
-------------------------------------------------------------
The Baltimore Sun's Hanah Cho reports that Judge Paul Mannes
approved on Wednesday the sale of Rosecroft Raceway to casino
operator Penn National Gaming for $11 million in cash over the
objection of a group led by former state Democratic Party Chairman
Nathan Landow.

The Baltimore Sun reports that Wednesday's hearing essentially
turned into another auction with last-minute maneuvering, as both
parties upped their bids for the harness track before Penn
National made its final $11 million cash-only offer.

At last week's auction, Penn National emerged as the winning
bidder with its $10.25 million cash offer, plus $3 million if the
General Assembly approves a bond issue funded by slots revenue to
help finance the track's operations to resume live racing.  Landow
Partners objected to Penn National's bid, contending that the
Rosecroft bankruptcy trustee did not properly value two items that
were part of its $10.05 million cash offer.  Landow Partners
offered $3 million for a similar bond issue and another $3 million
if a referendum to expand gambling is approved in the state and
slots become operational at Rosecroft.

According to The Baltimore Sun, at Wednesday's hearing, Landow
matched Penn's $10.25 million cash offer and offered to pay an
added $200,000 cash if the state does not approve the bond issue.
The payment for slots remained the same.  Ther report says Penn
restated its cash offer while matching the $3 million bond payment
and adding a $6 million premium if slots become operational at the
racetrack.

After a lunch break, Penn revised its offer to a cash-only bid of
$11 million and took the $9 million bond and slots payments off
the table.

The report relates that the bankruptcy trustee as well as the
Maryland Thoroughbred Horsemen's Association and the Maryland
Horse Breeders Association, which are the track's largest
unsecured creditors in the bankruptcy, supported Penn's new bid.

The Baltimore Sun also notes Democratic state Sen. C. Anthony Muse
provided testimony at the hearing in support of Landow Partners'
bid, saying Landow would have the backing of the community and
local and state lawmakers, especially when it comes to expanding
gambling at the facility.

The report notes that, besides resuming live racing at Rosecroft,
Penn plans to lobby for slots at the racetrack, which is not one
of the five locations designated for slots under the state's
gambling program.  Such a change would require a voter referendum
amending the Maryland Constitution.

According to the report, Mr. Muse said he would not support Penn's
effort, or any effort, to legalize slots at the racetrack.  But
Mr. Muse, whose bill that would have allowed card games at
Rosecroft failed last year, said he would support efforts to try
again if the matter were pursued by the Landow group.

Landow Partners' principals include a former Rosecroft chief
financial officer and a racing executive at Hoosier Park in
Indiana.  It will have 14 days to appeal the judge's ruling.


COACH AMERICA: May Need "Restructuring", Cut by Moody's to 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service lowered Coach America's Corporate Family
Rating and Probability of Default Rating to Caa1 and Caa3,
respectively from B3.  The Caa1 CFR incorporates the expectation
of continued high leverage and weak credit metrics due to ongoing
softness in macroeconomic conditions including persistent high
single-digit unemployment levels.  The Caa3 PDR reflects the
increased likelihood that the company might have to enter into a
restructuring due to the inability to meet current covenant
threshold requirements and the need for funding to cover
maintenance-related capital expenditures.  The outlook is
negative.  These actions conclude the review for possible
downgrade initiated on August 2, 2010.

                        Ratings Rationale

The CFR of Caa1 considers Coach America's continuing highly
levered capital structure, very weak EBIT to interest coverage
(under one times) and negative free cash flow.  The company's
performance has been lower than Moody's had anticipated.  Although
Moody's notes that the company has a well positioned business
model, it is in a cyclical industry currently under duress and
continues to carry the onerous debt burden taken on in 2007 when
the company was bought by its current equity sponsor.  Moody's
expects that the company's financials are likely to remain
depressed throughout the intermediate term notably given the
ongoing economic malaise combined with anticipated required
capital investments.

More positively, Moody's acknowledges that prior to the slowdown
in domestic economic activity, the company proactively managed its
cost structure.  Additionally, Coach America's revenue base
benefits from high proportions of contracted or chartered
business.  The company also maintains strong market positions in
its markets.  Nonetheless, the lack of free cash flow available to
pay down debt limits Coach America's ability to meaningfully
reduce elevated debt coverage metrics.

The negative outlook reflects Moody's views that liquidity is weak
and that a restructuring may be needed in the very near term.

The ratings would be subject to downward pressure if the company's
margins were to deteriorate, if volumes were to further decline,
or if the liquidity profile were to worsen.  Credit metrics that
would likely accompany the aforementioned include: debt/EBITDA
above 7.0 times, EBITA to interest below 0.5x and persistent
negative free cash flow.

The outlook could be stabilized if there is sustained improvement
in Coach America's liquidity profile affording the company ample
headroom going forward.  Although less likely in the near term,
positive momentum could result from sustained free cash flow
generation, permanent debt reduction (i.e. Debt to EBITDA
sustained below 6.0 times and EBIT to Interest sustained above 1.0
times).

Ratings downgraded (LGD assessments subject to change):

* Corporate Family to Caa1 from B3

* Probability of Default to Caa3 from B3

* $30 million 1st lien revolving credit facility due 2013, to Caa1
  (LGD-3, 44%) from B2 (LGD-3, 40%)

* $50 million 1st lien letter of credit facility due 2014, to Caa1
  (LGD-3, 44%) from B2 (LGD-3, 40%)

* $195 million 1st lien term loan due 2014, to Caa1 (LGD-3, 44%)
  from B2 (LGD-3, 40%)

* $50 million 1st lien delayed draw term loan due 2014, to Caa1
  (LGD-3, 44%) from B2 (LGD-3, 40%)

* $55 million 2nd lien term loan due 2014, to Caa3 (LGD-6, 90%)
  from Caa2 (LGD-5, 88%)

The last rating action on Coach America took place on August 2,
2010, at which time the ratings were put under review for possible
downgrade.  For further information please refer to the credit
opinion to be posted on moodys.com.

Coach America Holdings, Inc., headquartered in Dallas, Texas, is a
charter bus operator and motorcoach services provider in the
United States.  The company had fiscal year 2010 revenues of
approximately $417 million.


CONSTAR INTERNATIONAL: Court OKs Key Financing Agreements
---------------------------------------------------------
Constar International Inc. disclosed that on Tuesday, the U.S.
Bankruptcy Court for the District of Delaware granted final
approval of the Company's $55 million debtor-in-possession
financing.  The Company previously received interim approval of
the DIP financing facility from the Court on January 13, 2011.

The Company also announced that, on Feb. 1, the U.S. Bankruptcy
Court for the District of Delaware granted authorization for the
Company to enter into a Commitment Letter with Wells Fargo Capital
Finance, LLC for a $60 million Senior Secured Asset-Based
Revolving Loan Facility for exit financing.

Grant H. Beard, President and Chief Executive Officer of Constar,
commented, "The Court's approval of our DIP financing and
permission to execute an exit financing agreement are significant
steps in our reorganization process that enable the Company to
continue to operate as usual.  We appreciate the ongoing support
of our loyal customers, committed suppliers and dedicated
employees as we progress with our plans to quickly emerge from the
reorganization process."

                       Note Purchase Agreement

BankruptcyData.com reports that the agreements approved by the
U.S. Bankruptcy Court on Tuesday include a a postpetition note
purchase agreement under which noteholders will convert 100% of
the face amount of the current notes into new term debt in the
face amount of $70 million and convertible preferred stock of $30
million, making them the majority owners of the new common stock.

Dow Jones' DBR Small Cap reports that existing noteholders, led by
Black Diamond Commercial LLC, are purchasing $55 million in super-
priority secured notes.  DBR says that the proceeds of the notes
will not only fund Constar's continued operations in bankruptcy,
but will also allow the Company to pay off its existing revolving
credit facility.  Lender General Electric Capital Corp. was owed
$15.8 million as of Jan. 4, the report adds.

                    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.

Patrick J. Nash Jr., Esq., and Paul Wierbicki, Esq., at Kirkland &
Ellis LLP, serve as counsel to the noteholders that have signed
that plan support agreement.

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


CONTESSA PREMIUM: Schedules and Statements Now due March 11
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended, at the behest of Contessa Premium Foods, Inc., the
deadline for the filing of schedules of assets and liabilities and
statement of financial affairs until March 11, 2011.

The SAL and SOFA were initially due on February 9, 2011. but the
Debtor said that it won't be able to file the documents by the 14-
day period provided by F.R.B.P. Rule 1007(c) because of the
"demands on the case."  The Debtor noted that it has over 500
creditors, 300 employees, and is a party to numerous contracts,
leases, licenses, and other agreements, all of which make it very
time consuming for the Debtor's accounting department to compile
the requisite information necessary to ensure that accurate and
complete Schedules are filed.

                    About Contessa Premium Foods

San Pedro, California-based Contessa Premium Foods, Inc., fka ZB
Industries, Inc., and Contessa Food Products, Inc., provides farm
raised shrimp, convenience meals, stir-fry vegetables, and other
frozen food products that are marketed and sold primarily in the
United States and to a lesser extent in Canada, Europe, Asia, and
Mexico.  It divides its business into two internal groups:
Contessa Seafood, which includes its seafood items, and Contessa
"Green Cuisine," which includes all other fruit, vegetable and
complete meal blends.

Contessa Premium filed for Chapter 11 bankruptcy protection on
January 26, 2011 (Bankr. C.D. Calif. Case No. 11-13454).  Craig A.
Wolfe, Esq., at Kelley Drye & Warren LLP, and Jeffrey W. Dulberg,
Esq., and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl &
Jones LLP, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $50 million to $100 million.


CONTESSA PREMIUM: Gets Court's Interim Nod to Use Cash Collateral
-----------------------------------------------------------------
Contessa Premium Foods, Inc., sought and obtained interim
authorization from the U.S. Bankruptcy Court for the Central
District of California to use cash collateral until April 29,
2011.

As of the Petition Date, the Debtor owes Wells Fargo Bank,
National Association, $17,050,000, secured by the Debtor's
property, including cash generated by the property.

Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,
explained that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.  The Debtor will use the
collateral pursuant to a weekly budget, a copy of which is
available for free at:

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

In exchange for using the cash collateral, Wells Fargo is granted
a valid, perfected and enforceable security interest in and upon
all of the assets of the Debtor in which in which it had a
security interest prior to the Petition Date and hereby created
after the Petition Date.  Wells Fargo is also granted an
administrative claim o the extent of any diminution in the value
of the collateral, which will have priority in the Debtor's
bankruptcy case.  As additional adequate protection, the Debtor
will pay Wells Fargo cash payments of interest at the rate in
effect as of the Petition Date and at the times required under the
Debtor's prepetition credit agreement with Wells Fargo.

The Court has set a final hearing for March 9, 2011, on the
Debtor's request to use cash collateral.

                    About Contessa Premium Foods

San Pedro, California-based Contessa Premium Foods, Inc., fka ZB
Industries, Inc., and Contessa Food Products, Inc., provides farm
raised shrimp, convenience meals, stir-fry vegetables, and other
frozen food products that are marketed and sold primarily in the
United States and to a lesser extent in Canada, Europe, Asia, and
Mexico.  It divides its business into two internal groups:
Contessa Seafood, which includes its seafood items, and Contessa
"Green Cuisine," which includes all other fruit, vegetable and
complete meal blends.

Contessa Premium filed for Chapter 11 bankruptcy protection on
January 26, 2011 (Bankr. C.D. Calif. Case No. 11-13454).  Craig A.
Wolfe, Esq., at Kelley Drye & Warren LLP, and Jeffrey W. Dulberg,
Esq., and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl &
Jones LLP, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $50 million to $100 million.


CONTESSA PREMIUM: Section 341(a) Meeting Scheduled for March 10
---------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Contessa
Premium Foods, Inc.'s creditors on March 10, 2011, at 11:00 a.m.
The meeting will be held at Room 2610, 725 S Figueroa Street, Los
Angeles, CA 90017.

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

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

                    About Contessa Premium Foods

San Pedro, California-based Contessa Premium Foods, Inc., fka ZB
Industries, Inc., and Contessa Food Products, Inc., provides farm
raised shrimp, convenience meals, stir-fry vegetables, and other
frozen food products that are marketed and sold primarily in the
United States and to a lesser extent in Canada, Europe, Asia, and
Mexico.  It divides its business into two internal groups:
Contessa Seafood, which includes its seafood items, and Contessa
"Green Cuisine," which includes all other fruit, vegetable and
complete meal blends.

Contessa Premium filed for Chapter 11 bankruptcy protection on
January 26, 2011 (Bankr. C.D. Calif. Case No. 11-13454).  Craig A.
Wolfe, Esq., at Kelley Drye & Warren LLP, and Jeffrey W. Dulberg,
Esq., and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl &
Jones LLP, serve as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $50 million to $100 million.


CRESCENT RESOURCES: Gets Raleigh Nod for Residences at Cameron
--------------------------------------------------------------
David Bracken at News & Observer reports that Crescent Resources,
which emerged from bankruptcy in June 2010, obtained approval from
the Raleigh city council for the site plan for the Residences at
Cameron Village.

The report relates that Crescent Resources expects to secure
financing for the $45 million project by April and start
construction in early May, with the first apartments being
completed in the third quarter of 2012.

The Residences at Cameron Village is a project that would place
282 apartments, 16,000 square feet of retail and a 450-space
parking deck on one of the most visible corners in central
Raleigh, North Carolina.

                      About Crescent Resources

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States.  Crescent Resources is a joint venture between Duke Energy
and Morgan Stanley Real Estate Fund.  Established in 1969,
Crescent creates mixed-use developments, country club communities,
single-family neighborhoods, apartment and condominium
communities, Class A office space, business and industrial parks
and shopping centers.

Crescent Resources, LLC, and its debtor-affiliates filed for
Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 09-11507) on
June 10, 2009.  Judge Craig A. Gargotta presided over the case.
Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P., served
as the Debtors' bankruptcy counsel.

Crescent Resources' plan of reorganization was confirmed by the
Court on May 24, 2010.  It successfully completed its financial
restructuring and emerged from Chapter 11 on June 9, 2010.


CRESTRIDGE ESTATES: Creditor Can Pursue Rights on Property
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
denied Crestridge Estates, L.L.C.'s request to extend the
automatic stay re-imposed until January 19, 2011.

Previously, First-Citizens Bank & Trust was stayed to pursue its
rights on the real property located at 5601 Crestridge Road,
Rancho Palos Verdes, California.

First-Citizens may now enforce its remedies to foreclose upon and
obtain possession of the property in accordance with applicable
non-bankruptcy law, but may not pursue any deficiency claim
against the Debtor or property of the estate except by filing a
proof of claim.

                       Disclosure Statement

The Court also denied approval of the Debtor's Disclosure
Statement explaining its proposed Plan of Reorganization.

The Plan proposed by the Debtor contemplates the Debtor continuing
operating the business and liquidating certain assets, with
$375,000 funding from existing equity holder The 2005 John D.
Thomas Trust.  The undeveloped land located in Rancho Palos
Verdes, California, upon completion of the entitlements, was
valued by the Plan at $25,000,000.  A full-text copy of the
Disclosure Statement is available for free
at http://bankrupt.com/misc/CRESTRIDGEESTATES_DS.pdf

                   About Crestridge Estates, LLC

Costa Mesa, California-based Crestridge Estates, LLC, filed for
Chapter 11 bankruptcy protection on March 24, 2010 (Bankr. C.D.
Calif. Case No. 10-13689).  The Company estimated assets and
debts at $10 million to $50 million.  The Company's affiliate, 468
Ashton LLC, filed a separate Chapter 11 petition on August 29,
2008 (Case No. 08-15323).  The Debtor is represented by David B.
Golubchik, Esq., and Lindsey L. Smith, Esq., at Levene, Neale,
Bender, Rankin & Brill L.L.P., in Los Angeles, California.

First-Citizens is represented by:

     David K. Eldan, Esq.
     PARKER, MILLIKEN, CLARK, O'HARA & SAMUELIAN
     555 S. Flower St., 30th Floor
     Los Angeles, CA 90071-2440
     Tel: (213) 683-6500
     Fax: (213) 683-6669
     E-mail: deldan@pmcos.com


CUMULUS MEDIA: S&P Gives Positive Outlook, Affirms 'B-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Atlanta, Ga.-based radio broadcaster Cumulus Media Inc. to
positive from stable.  All ratings on the company, including the
'B-' corporate credit rating, were affirmed.

"The positive outlook revision reflects the asset and cash flow
diversification benefits that Cumulus will gain in acquiring
Cumulus Media Partners LLC," said Standard & Poor's credit analyst
Andy Liu.

CMP is the owner of CMP Susquehanna Radio Holdings Corp. (also
rated 'B-' with a positive outlook), which owns and operates 32
radio stations in nine markets, including four of the top 10 U.S.
markets.  In contrast, Cumulus owns and operates 314 radio
stations in 59 midsize markets in the U.S.

The transaction will also enhance Cumulus' ability to refinance
its debt capital structure, likely in 2012.  Cumulus is acquiring
CMP in an all-stock transaction, and the two companies' existing
credit facilities will stay in place.  In other words, pro forma
for the transaction, Cumulus will have two separate debt capital
structures.  S&P's ratings on CMP Susquehanna are unaffected by
the announcement, and if the proposed transaction is completed,
S&P would expect to view the corporate credit ratings on a
consolidated basis.

Under this scenario, issue-level and recovery ratings would not be
consolidated, reflecting the separate capital structures, security
packages, and recovery prospects.  The transaction will not
increase total debt outstanding, and S&P expects it to be
completed in the second quarter of 2011.  Pro forma combined debt
leverage as of Sept. 30, 2011, was 8.2x.

The 'B-' rating reflects S&P's view that Cumulus Media Inc. will
be under pressure to meet its debt leverage maintenance covenant
when the covenant is reinstated in the reporting period ending
March 2011.  Debt leverage calculated per the credit agreement was
high at 7.4x as of Sept. 30, 2010.  S&P believes debt leverage
will continue to decrease between now and March 31, 2011.  S&P
also believes the company will be able to afford the costs
associated with an amendment or waiver should it need one, based
on its improving operating performance and cash flow.  Its high
debt leverage and weak cushion of covenant compliance underlie
S&P's assessment of its financial risk profile as highly
leveraged.

S&P considers Cumulus' business profile as weak, due to
competition from alternative media, secular declines in the radio
industry, and pricing pressures.  Additionally, radio advertising
is highly cyclical.  This adds a degree of volatility to company's
business performance beyond its control.  On the positive side,
the company's EBITDA margin is relatively high, in the low-30%
area.


DBSD N.A.: Creditors to Have Enhanced Recovery Under Dish Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Feb. 15 to bind DBSD North America Inc.
to its new agreement with Dish Network Inc.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that DBSD is filing a new plan based upon a deal for Dish
Network to acquire all of the new stock of DBSD at a cost of about
$1 billion.  The agreement requires DBSD to file a new plan by
Feb. 28.

Mr. Rochelle relates that Dish Network has also agreed to repay
financing for the Chapter 11 case and provide $23.5 million in
cash for payment to holders of general unsecured claims.  Dish
must also cover other claims that must be paid in full, such as
administrative and priority claims.

DBSD said in a court filing that the Dish offer results in a
valuation of the reorganized company that is 150% of the valuation
under the Company's own plan.  The new plan, DBSD says, will
provide an "enhanced" recovery for unsecured creditors.

                 $1 Billion Deal with DISH Network

As reported in the Feb. 2, 2011 edition of the Troubled Company
Reporter, DISH Network said it has entered into an agreement to
acquire 100% of the equity of the reorganized DBSD N.A. for
approximately $1 billion subject to certain adjustments, including
interest accruing on DBSD North America's existing debt.

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

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

                       About DISH Network

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

                      About DBSD North America

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

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


DENNY'S CORP: CFO and CEO Named to Board of Directors
-----------------------------------------------------
Denny's Corporation appointed Chief Financial Officer Mark F.
Wolfinger to its Board of Directors, effective January 26, 2011.
The Company also appointed newly hired President and Chief
Executive Officer, John C. Miller to the Board of Directors,
effective February 1, 2011.

Mr. Wolfinger currently serves as Executive Vice President, Chief
Administrative Officer and Chief Financial Officer.  Mr. Wolfinger
is responsible for the overall financial direction of the company
in addition to overseeing the Development, Information Technology,
Purchasing and Legal functions.  Mr. Wolfinger joined Denny's in
September 2005 and has been instrumental in helping to strengthen
the brand and solidify the company's capital structure.

Brenda Lauderback, chair of Denny's Corporate Governance and
Nominating Committee, stated, "Mark has proven through his
contributions and increasing responsibilities over the past six
years to be a significant asset to Denny's and we look forward to
adding his expertise, judgment and insight to the Board.  Among
his many meaningful contributions, Mark has led our successful
Franchise Growth Initiative which has transformed Denny's business
model to a more heavily franchised system, he has strengthened the
Company's capital structure, and most recently he spearheaded our
strong development effort that resulted in the opening of more new
domestic restaurants in 2010 than in any year in the brand's 57
year history."

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company's balance sheet at Sept. 29, 2010, showed
$312.67 million in total assets, $415.10 million in total
liabilities, and a stockholders' deficit of $102.42 million.

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.


DYNEGY INC: Habrok Capital Holds 5.6% Equity Stake
--------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on January 31, 2011, each of Habrok Capital Management
LLP and Christian Kvaal Leif disclosed beneficial ownership of
6,795,000 shares of common stock of Dynegy Inc. representing 5.6%
of the shares outstanding.  As of November 1, 2010, there were
120,894,257 shares of common stock outstanding.

Habrok Management, which serves as the investment manager to the
Funds, may be deemed to be the beneficial owner of the shares of
Common Stock held by the Funds.  Mr. Kvaal, who serves as Senior
Partner and Chief Executive Officer of Habrok Management, may be
deemed to be the beneficial owner of the shares of Common Stock
held by the Funds.

                         About Dynegy Inc.

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

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Icahn and Seneca's efforts, shareholders
thumbed down both offers.  On December 22, 2010, an affiliate of
IEP commenced a tender offer to purchase all of the outstanding
shares of Dynegy common stock for $5.50 per share in cash, or
roughly $665 million in the aggregate.

Goldman, Sachs & Co. and Greenhill & Co., LLC, are serving as
financial advisors and Sullivan & Cromwell LLP is serving as legal
counsel to Dynegy.

At Sept. 30, 2010, Dynegy had $11.121 billion in total assets,
$8.231 billion in total liabilities, and $2.890 billion in
stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on November 26, 2010,
Fitch Ratings downgraded the ratings of Dynegy Inc. and its
subsidiaries: Dynegy Inc. Issuer Default Rating to 'CCC' from
'B-'; Dynegy Holdings, Inc. IDR to 'CCC' from 'B-'; Secured bank
credit facilities and notes to 'B+/RR1' from BB-/RR1; Senior
unsecured to 'CCC/RR4' from 'B/RR3'; and Dynegy Capital Trust I
preferred to 'C/RR6' from 'CCC/RR6'.  The downgrade reflects
Fitch's belief that the rejection of The Blackstone Group's bid to
acquire Dynegy for $5/share will likely lead to another
transaction and capital restructuring by Dynegy's management as
activist stockholders seek to maximize shareholder values.  The
downgrade also reflects the underperformance of Dynegy's merchant
generation operations.

In October 2010, Moody's Investors Service lowered the ratings of
Dynegy Holdings, including its Corporate Family Rating, to 'Caa1'
from 'B3' along with the ratings of various affiliates or parent
company Dynegy Inc.  The rating action followed the expiration of
the 40-day "go shop" period, according to Moody's, increasing the
probability that Dynegy will be acquired by an affiliate of The
Blackstone Group L.P..  Moody's said Dynegy's financial profile is
expected to be quite fragile, particularly during 2011 and 2012,
when the company is projected to generate both negative operating
cash flow and negative free cash flow due to weak operating
margins and the required funding of their capital investment
programs.  To the extent that the transactions with Blackstone and
NRG are not completed, Moody's said downward rating pressure at
DHI and Dynegy will continue to exist given the weak financial
prospects for the company over the next few years coupled with the
liquidity concerns.

In December 2010, Moody's said its ratings and negative rating
outlook for Dynegy, Inc., and its subsidiary, Dynegy Holdings
(Caa1 Corporate Family Rating) will remain unchanged following
announcement of the Icahn deal.


DYNEGY INC: UBS AG Discloses 7.82% Equity Stake
-----------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission on January 31, 2011, UBS AG disclosed that it
beneficially owns 9,456,729 shares of common stock of Dynegy Inc.
representing 7.82% of the shares outstanding.  As of November 1,
2010, there were 120,894,257 shares of common stock outstanding.

                         About Dynegy Inc.

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

The Troubled Company Reporter has chronicled Dynegy's attempts to
sell itself.  In August 2010, Dynegy struck a deal to be acquired
by an affiliate of The Blackstone Group at $4.50 a share or
roughly $4.7 billion.  That offer was raised to $5.00 a share in
November.  Through Icahn and Seneca's efforts, shareholders
thumbed down both offers.  On December 22, 2010, an affiliate of
IEP commenced a tender offer to purchase all of the outstanding
shares of Dynegy common stock for $5.50 per share in cash, or
roughly $665 million in the aggregate.

Goldman, Sachs & Co. and Greenhill & Co., LLC, are serving as
financial advisors and Sullivan & Cromwell LLP is serving as legal
counsel to Dynegy.

At Sept. 30, 2010, Dynegy had $11.121 billion in total assets,
$8.231 billion in total liabilities, and $2.890 billion in
stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on November 26, 2010,
Fitch Ratings downgraded the ratings of Dynegy Inc. and its
subsidiaries: Dynegy Inc. Issuer Default Rating to 'CCC' from
'B-'; Dynegy Holdings, Inc. IDR to 'CCC' from 'B-'; Secured bank
credit facilities and notes to 'B+/RR1' from BB-/RR1; Senior
unsecured to 'CCC/RR4' from 'B/RR3'; and Dynegy Capital Trust I
preferred to 'C/RR6' from 'CCC/RR6'.  The downgrade reflects
Fitch's belief that the rejection of The Blackstone Group's bid to
acquire Dynegy for $5/share will likely lead to another
transaction and capital restructuring by Dynegy's management as
activist stockholders seek to maximize shareholder values.  The
downgrade also reflects the underperformance of Dynegy's merchant
generation operations.

In October 2010, Moody's Investors Service lowered the ratings of
Dynegy Holdings, including its Corporate Family Rating, to 'Caa1'
from 'B3' along with the ratings of various affiliates or parent
company Dynegy Inc.  The rating action followed the expiration of
the 40-day "go shop" period, according to Moody's, increasing the
probability that Dynegy will be acquired by an affiliate of The
Blackstone Group L.P..  Moody's said Dynegy's financial profile is
expected to be quite fragile, particularly during 2011 and 2012,
when the company is projected to generate both negative operating
cash flow and negative free cash flow due to weak operating
margins and the required funding of their capital investment
programs.  To the extent that the transactions with Blackstone and
NRG are not completed, Moody's said downward rating pressure at
DHI and Dynegy will continue to exist given the weak financial
prospects for the company over the next few years coupled with the
liquidity concerns.

In December 2010, Moody's said its ratings and negative rating
outlook for Dynegy, Inc., and its subsidiary, Dynegy Holdings
(Caa1 Corporate Family Rating) will remain unchanged following
announcement of the Icahn deal.


EASTMAN KODAK: No Current Plans for Sale or Spinoff, CEO Says
-------------------------------------------------------------
Steven Russolillo and Dana Mattioli, writing for The Wall Street
Journal, report that Eastman Kodak Co. forecast another year of
losses amid continued weakness in its traditional film business as
officials faced shareholder questions about the company's
declining revenue and anemic stock performance in recent years.

The Journal says Kodak CEO Antonio Perez, at an investor meeting
Thursday at the New York Stock Exchange, tried to assuage
shareholders by saying he expects Kodak to become a sustainably
profitable company in 2012, and that he sees revenue in its core
growth businesses, including inkjet printers, more than doubling
over the next few years.  But Mr. Perez said the Company has to
change its strategy in the consumer digital business segment,
where digital still cameras continue to drag on profits.  He
offered sparse details but said digital still cameras are "not an
attractive market."

The Journal notes one attendee chastised management about Kodak's
languishing share price and wondered if Mr. Perez would be
prepared to sell the company if it didn't turn a profit by 2012.
The Journal relates Mr. Perez said there were no current plans to
spin off any parts of the Company, but added that Kodak does have
a merger and acquisition department that is "constantly looking at
ways to" to create shareholder value.

                           Silver Impact

The Journal also notes the rising price of silver, a key
ingredient used in the manufacturing process of Kodak's film.  The
report relates Brad Kruchten, president of Kodak's film business,
said that over the second half of 2010, silver rose to $30 per
troy ounce from $16 per troy ounce, which will affect Kodak from
an earnings and inventory standpoint.  Mr. Kruchten said to cope
with fluctuations, Kodak is now adjusting film prices to reflect
changes in silver prices.  It is also hedging and restructuring
the segment to make it less reliant on silver.

                  Intellectual Property Payments

According to the Journal, Chris Whitmore, an analyst at Deutsche
Bank, called the investor meeting "uninspiring."  He's still
concerned about Kodak's reliance on intellectual property
payments.

The Journal relates Mr. Perez defended Kodak's intellectual
property strategy, saying it will continue to use patent-related
revenue until 2012 to fund its "growth initiatives" like consumer
and commercial inkjet printers.  Between 2008 and 2010, Kodak
generated $1.9 billion in intellectual property income and
licensing.  Kodak said it anticipates an average of $250 million
to $350 million annually over the next few years from intellectual
property revenue.

The Journal notes a failed patent licensing deal in the fourth
quarter helped send Kodak's profit down 95%.  Kodak suffered
another blow last month when the International Trade Commission
issued a negative recommendation on its complaint against Apple
Inc. and BlackBerry maker Research In Motion Ltd.  A final
determination is due May 23.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.

As of December 31, 2010, the Company's balance sheet showed
$6.84 billion in total assets, $7.34 billion in total liabilities
and a $498 million deficit.

As reported by the Troubled Company Reporter on January 31, 2011,
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating for Kodak, as well as all related issue-level
ratings on the Company's debt, on CreditWatch with negative
implications.  The CreditWatch placement follows Kodak's fourth-
quarter earnings announcement.  At Dec. 31, 2010, the Company's
cash balance was $1.6 billion -- a decline from $2 billion at
Dec. 31, 2009.  Revenue declined 6% for the year.  Traditional
revenue declined 22%, while digital revenue increased 1% for the
year.  The Company's revenue, earnings, and cash flow in 2010
benefited from one-time intellectual property license
transactions.  S&P doesn't expect IP-related cash flow to recur at
the same level in 2011.  Standard & Poor's credit analyst Tulip
Lim said, "We could lower the rating if we believe that the
Company may not have sufficient liquidity for its needs in 2011
and 2012."

On February 19, 2010, Moody's revised its rating outlook on the
Company from negative to stable, and affirmed its B3 corporate
rating and Caa1 senior unsecured rating.


ELWOOD ENERGY: Moody's Affirms 'Ba1' Rating on Senior Bonds
-----------------------------------------------------------
Moody's Investors Service affirmed Elwood Energy LLC's Ba1 rating
on its senior secured bonds and changed the outlook to negative
from stable.

                        Ratings Rationale

The rating action reflects Elwood increasing exposure to low
merchant capacity prices after 2012 and full merchant exposure
in 2017.  Starting in 2013, approximately five of Elwood's nine
units will rely on PJM's capacity market unless the Project is
successful in either extending the existing contract or entering
into new contracts.  Given Elwood's offtake contract maturities
over the next 2-7 years and Elwood's bond maturity in 2026, the
Project's rating is likely to decline by one or more notches over
time unless the Project is able to execute new long term contracts
or take additional actions to improve credit quality.

Moody's notes that PJM's capacity prices for the Project are low
at around $10/kw-year for the most recent auction compared to
approximately $52/kw-year pricing under the offtake contract with
Exelon Generation and $60/kw-year under the offtake contract with
Constellation Energy.  If the low level of prices continue into
future auctions for periods beyond 2016, Elwood could incur cash
flow shortfalls to service debt after 2016.

That said, the rating also takes into consideration the nearly two
years period before maturity of the ExGen offtake agreement which
provides significant time for the Project to seek a PPA extension
or find a replacement.  Additionally, Moody's expects Elwood to
comfortably cover debt service from 2012 through 2016 based on the
Constellation offtake agreements though the Project could
experience a decrease in DSCR to below 1.4 times.

The negative outlook reflects the expected expiration of the ExGen
PSAs at the end of 2012, low PJM capacity prices in the last two
auctions covering the May 2012-April 2014 timeframe and potential
difficulty in sourcing attractively priced replacement offtake
contracts.

The Project's rating could stabilize or improve if Elwood is able
to enter into new, long term PSAs with investment grade off-takers
that have financial terms which result in annual DSCRs being at or
above 1.4 times over the long term past 2012.

Elwood's rating could decline if Elwood is unable to replace or
extend the ExGen PSA resulting in partial merchant exposure in
2012, PJM capacity prices remain at current low levels, Elwood
incurs operational problems or either ExGen or CEG is downgraded
below Ba1.

Elwood Energy LLC owns a 1,409 megawatt peaking facility
consisting of nine natural gas-fired, simple cycle units of
approximately 156.5 MW, located in Elwood, Illinois, about 50
miles southwest of Chicago.  Elwood sells its energy and capacity
under a power sales agreement with Exelon Generation (senior
unsecured-A3, stable) that expires at the end of 2012, and under
two PSAs with Constellation Energy Commodities Group, Inc.
(Constellation), a subsidiary of Constellation Energy Group, Inc.
(senior unsecured-Baa3 stable) that expire in 2016 and 2017.
Constellation's obligation to make payments to Elwood under the
PSAs is unconditionally guaranteed by CEG.  Elwood is 50% owned by
a subsidiary of Dominion Resources, Inc (Baa2 senior unsecured;
stable outlook) and 50% indirectly owned by J-POWER USA
Generation, L.P., which is a 50/50 joint venture between John
Hancock Life Insurance Company and J-POWER USA Investment Co.,
Ltd.

The last rating action on Elwood occurred on August 14, 2006, when
Moody's upgraded Elwood's rating to Ba1.


EXCO RESOURCES: S&P Retains CreditWatch Negative on 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Dallas-
based EXCO Resources Inc., including its 'BB-' corporate credit
rating, will remain on CreditWatch, where they were placed with
negative implications on Nov. 2, 2010.

"The CreditWatch followed EXCO's announcement that its Chairman
and CEO, Doug Miller, had submitted a buyout proposal to the board
of directors for all the outstanding shares of EXCO stock not
owned by Mr. Miller at a cash price of $20.50 per share," said
Standard & Poor's credit analyst Patrick Lee.  According to Mr.
Miller's letter noting the proposal, Boone Pickens, Oaktree
Capital Management L.P., and Ares Management LLC, who together
with Mr. Miller have nearly 30% of EXCO's outstanding shares and
have seats on the board of directors, have expressed an interest
in pursuing the acquisition with Mr. Miller.  Based on current
shares outstanding, the purchase price would be well over
$4 billion and could entail debt financing.  On Jan. 13, 2011, the
Special Committee of the Board of Directors of EXCO Resources Inc.
announced that it would explore strategic alternatives to maximize
shareholder value, including a potential sale of the company via
Mr. Miller's buyout proposal.

If Mr. Miller's buyout proposal is successful, leverage may
meaningfully increase, negatively affecting credit quality.  The
proposal also reflects a very aggressive financial policy that was
not previously factored in the ratings and that may negatively
affect the corporate credit and issue-level ratings.

Standard & Poor's intends to resolve the CreditWatch when there is
greater clarity on EXCO's strategic alternatives, particularly the
buyout proposal.  Depending on how the buyout proposal is
ultimately structured, S&P could lower the corporate and issue-
level ratings by one or more notches if leverage and capital
protection materially worsen.


FEY 240: Schedules February 23 Plan Confirmation Hearing
--------------------------------------------------------
Fey 240 North Brands, LLC, proposes that the U.S. Bankruptcy Court
for the Central District of California convene a hearing on
February 23, 2011, at 10:00 a.m., to consider confirmation of its
Fourth Amended Plan of Reorganization.  Objections, if any, are
due 14 days prior to the hearing date.

According to the explanatory disclosure statement, the Debtor
proposes to pay all allowed claims in full in accordance with the
terms of the 4th Amended Plan.

During the life of the Plan, the Debtor will use its rental income
to repay creditors.  The Debtor anticipates selling the property
towards the end of the Plan to pay any outstanding amounts then
owed to secured or unsecured creditors.  The previous plan stated
that the Debtor anticipated refinancing or selling the property.

The 4th Amended Plan states that if the property is sold during
the Plan period, the Debtor anticipates that secured and unsecured
creditors will be paid in full from the sales proceeds.

Most likely, undisputed general unsecured creditors can expect
payment in full over the life of the plan.  Beginning the first
month after plan confirmation and continuing through the terms of
the Plan, general unsecured creditors would receive their pro rata
share of the 60 equal monthly payments of $8,227.09, and payments
would be made through the 60th month of the Plan unless or until
the claim is paid in full.

A copy of the disclosure statement explaining the Plan is
available for free at:

       http://bankrupt.com/misc/FEY240_4thamendedds.pdf

                        Treatment of Claims

Under the 4th Amended Plan, administrative claims must be paid by
the February 1, 2011 effective date.  In the previous plan, the
effective Date was December 1, 2010.

BK Attorney Fees will be paid installments of $5,000 beginning
with the 20th month of the Plan continuing every 3 months
thereafter until $50,000 paid in full.

With respect to classified claims:

  Classification                        Treatment
  --------------                        ---------
1A - Los Angeles County Assessor  -- amortized and paid monthly
                                    through 60-month term of the
                                    Plan beginning with the first
                                    month

1B - Citizens business Bank 1st   -- monthly interest only at 5%
Trust Deed Including Costs &        for the first 19 months;
Penalties                           thereafter a 30-year
                                    amortization schedule with
                                    interest calculated on the
                                    unpaid balance of the loan
                                    for the remaining 41 months
                                    of the Plan to satisfy the
                                    secured claim

1C - DeLovely Properties 2nd      -- monthly interest at 5% for 60
Trust Deed                          months of plan term; unpaid
                                    balance paid at the end of
                                    the plan term

1D - Glendale Career Schools      -- monthly interest at 6% for 60
Secured Claim                       months of plan term; unpaid
                                    balance paid at the end of
                                    plan term

1E - Barnust Properties 4th       -- unpaid balace paid at the end
Trust Deed                           of the plan term

1F - Evilsizer Construction       -- paid in equal monthly
Mechanic's Lien                     installments through 60-month
                                    term of plan beginning with
                                    the first month

2A - General Unsecured Claims     -- 60 Equal payments of
                                    $8,277.09 beginning at the
                                    first month of the Plan

2B - Unsecured Claims of Lobar    -- unpaid balance will be paid
& Dorn. Platz                        at the end of the plan term

2C - Security Deposits            -- will be paid pursuant to the
                                    terms of lease

Class 3 -- Shareholders Interest  -- members will retain their
                                    membership interest in the
                                    LLC

Under the 4th Amended Plan, classes 1A, 1B, 1C, 1D, 1E, 1F, 2A,
2B, and 2C are impaired and therefore entitled to vote.  In the
previous plan, classes 1A, 1B, 1C, 1D, 1E, 1F, 2A, 2B, and 3 are
impaired and therefore entitled to vote.

The 4th Amended Plan states that a tentative settlement has been
reached with Class 1D and claimant should be entitled to vote to
the extent that it has an allowed claim.  The previous plan stated
that Class 2C is disputed and claimant will be entitled to vote to
the extent that it has an allowed claim.

Under the 4th Amended Plan, Class 3 is unimpaired and therefore
doesn't vote.  Class 1E as well as Class 2B -- unsecured creditors
Lobar Properties and Dorn Platz -- aren't affiliates of the Debtor
and there isn't a common ownership between the Debtor and the
entities.

Under the previous plan, Class 4 is unimpaired and therefore
doesn't vote.  Class 1D as well as Class 2B -- unsecured creditors
Lobar Properties and Dorn Platz -- aren't affiliates of the Debtor
and there isn't a common ownership between the Debtor and the
entities.

                Memorandum And Plan Ballot Summary

The Debtor submitted with the Court a memorandum and plan ballot
summary in support of its request for court approval of its fourth
amended Chapter 11 plan of reorganization.

The Debtor says that pursuant to the December 1, 2010 court order,
the Debtor's proposed fourth amended Chapter 11 disclosure
statement and plan was approved subject to changes made to update
the status of Glendale Career Schools.

Pursuant to the December 7 court order, the approved fifth
amended Chapter 11 disclosure statement and plan and the ballots
were mailed to the creditors who were entitled to vote on
December 7.

Pursuant to the December 1, 2010 court order, the creditors were
to have at least 21 days to return the ballots.  The ballots
advised the creditors that the deadline for return of the ballots
was December 31.

Class lB, Citizens Business Bank, submitted an altered ballot,
changing the amount of the allowed claim and rejected the plan.
To the extent that this requires a cram down the Debtor requests
that the Plan for that class be approved as proposed.

Class ID submitted a conditional ballot, seeking additional
wording in the Plan regarding source of payments.  To the extent
that this requires a cram down the Debtor requests that the Plan
for that class be approved as proposed.

The total included in the Proposed Plan to be paid to the Class 2A
unsecured creditors was $493,625.36.  11 ballots were returned, 10
approving the Proposed Plan and one opposing the Plan.  The amount
of the approved claims that returned ballots approving the Plan
was $339,197.22. [69%] The amount of the approved claims that
rejected the Plan was $18,590.

                    About Fey 240 North Brand

Pasadena, California-based Fey 240 North Brand LLC, filed for
Chapter 11 on December 4, 2009 (Bankr. C.D. Calif. Case No. 09-
44228).  John P. Schock, Esq. at Schock & Schock, alc, represents
the Debtor in its restructuring effort.  The Debtor estimated
assets and debts at $10 million to $50 million.


FKF MADISON: Bankruptcy Judge Open to Appointing Trustee
--------------------------------------------------------
Bankruptcy Judge Kevin Gross issued a temporary restraining order
forbidding Ira Shapiro from making any more decisions about the
One Madison Park project or going ahead with his Chapter 11
restructuring proposal, which is backed by Ian Bruce Eichner.

In Green Bridge Capital S.A. and Special Situation S.A., v. Ira
Shapiro, Adv. Pro. Case No. 10-56158 (Bankr. D. Del.), the parties
are battling over control of the project and to establish who has
authority to steer the Debtors through their bankruptcy cases.
The entity at the center of the present controversy is Slazer
Enterprises, LLC, a New York limited liability company.  Slazer is
the sole member of Slazer Owner -- one of the Debtors -- and
serves as the manager for all of the Debtors.  It is the control
of Slazer, and thereby the indirect control of the Debtors, which
is at the center of the adversary proceeding.  Defendant Ira
Shapiro and Marc Jacobs formed Slazer in 2006 and both owned a 50%
membership interest in Slazer.  The ownership of Slazer and
whether Mr. Shapiro took authorized actions and has authority to
act on Slazer's and, as manager, the Debtors' behalf are the
issues presented.  The plaintiffs claim the authority is theirs.
The plaintiffs moved for a temporary restraining order to enjoin
what they claim is the unauthorized exercise of authority.

The Plaintiffs acquired a 67.5% voting interest in Slazer pre-
bankruptcy.

Judge Gross held that the Plaintiffs have established that
Slazer's members must act by majority for actions on its behalf
and by unanimity for any material actions on the Debtors' behalf.
Unless plaintiffs and Mr. Shapiro reach agreement, a deadlock will
exist.  Judge Gross warned that if the deadlock continues, the
Court may be compelled to appoint a Chapter 11 trustee.  It is
therefore imperative that the plaintiffs and Shapiro enter into
negotiations to develop a plan.  The Court will consider the
appointment of a Chapter 11 trustee at the hearing scheduled for
February 8, 2011.

"Plaintiffs and Shapiro will be well advised to appear at the
hearing with a term sheet for a plan of reorganization.  The
parties should also be prepared to address the attorney
representation of Debtors," Judge Gross said.

A copy of Judge Gross' January 31, 2011 memorandum opinion is
available at http://is.gd/jiH58Mfrom Legale.com.

Counsel for the Debtors is:

          Bruce Grohsgal, Esq.
          PACHULSKI, STANG, ZIEHL & JONES LLP
          919 North Market Street, 17th Floor
          Wilmington, DE 19801
          Tel: 302-778-6403
          E-mail: bgrohsgal@pszjlaw.com

Counsel for Green Bridge Capital S.A. and Special Situation, S.A.,
are:

          Carl N. Kunz, III, Esq.
          Brett D. Fallon, Esq.
          Douglas N. Candeub, Esq.
          MORRIS JAMES LLP
          500 Delaware Avenue, Suite 1500
          Wilmington, DE 19801-1494
          Tel: 302-888-6811
          E-mail: ckunz@morrisjames.com
                  bfallon@morrisjames.com
                  dcandeub@morrisjames.com

                           *     *     *

Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that Mr. Shapiro said in an interview Tuesday he's
determined to see the 50-story tower through to the end.  Mr.
Brickley says it could be a tough goal to hit, what with the
property itself in the hands of a state-appointed receiver, Mr.
Shapiro getting barred by the bankruptcy judge from making any big
decisions about its future, and questions about such matters as
$2,000 worth of Hannah Montana tickets charged to the project's
credit card.

"I work very hard for what I have built," Mr. Shapiro explained at
a Jan. 20 court session, fielding questions about the tickets and
other expenses, according to DBR.  Ms. Brickley relates the
questions came from Douglas Candeub, attorney for Mr. Shapiro's
foe and project investor Cevdet Caner.

According to the DBR, Mr. Shapiro said personal expenses charged
on the corporate card were later credited against the $4.5 million
developer's fee for One Madison Park.

"People have brought this up to me in the past," Mr. Shapiro said,
according to DBR.  "I worked hard.  It was my salary and I
absolutely feel that if I chose to use it that way. . . ."

According to the DBR, Mr. Candeub also asked about the $42,000 for
a plane to Sarasota, Fla., $30,295 for another plane trip, and
$15,751 for a couple of helicopter trips charged on the corporate
credit card.

DBR notes Messrs. Caner and Shapiro are sitting together at the
plan bargaining table now, because the judge also said Mr. Caner
can't call the shots on his own even though he has majority voting
power.  Corporate documents require unanimous approval of major
decisions, like how to dig out of a debt hole that's more than
$150 million, and growing.

By Monday, Shapiro and Caner have to have agreed on a bailout plan
for One Madison, or they could find themselves out on the street.
DBR says as equity stakeholders, they stand to be wiped out in the
bankruptcy case.  Hanging on to some kind of role in One Madison
Park's future may be the best they're likely to be able to do.

Mr. Caner put $24.6 million into the project, much of it in the
form of mezzanine financing. DBR says it's unsecured debt now and
totals $33 million, counting in the unpaid interest and fees.

DBR relates Mr. Caner is eyeing a Chapter 11 plan that would allow
his company to handle sales and project finances.

DBR also notes Judge Gross said he didn't have to deal with
allegations of mismanagement and other wrongs, yet.

                      About One Madison Park

FKF Madison Park Group Owner, LLC, filed for Chapter 11 bankruptcy
protection on June 8, 2010 (Bankr. D. Del. Case No. 10-11867).
FKF Madison 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.


FLANDERS PROPERTIES: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Flanders Properties, LLC
        1805 Blanton Mill Road
        Griffin, GA 30224

Bankruptcy Case No.: 11-10363

Chapter 11 Petition Date: February 1, 2011

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

Debtor's Counsel: Cameron M. McCord, Esq.
                  JONES & WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: cmccord@joneswalden.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 eight largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/ganb11-10363.pdf

The petition was signed by Frank B. Flanders, Jr., managing
member.


FOUR LIONS: Files Schedules of Assets & Liabilities
---------------------------------------------------
Four Lions Corp. has 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                   $17,955,000
B. Personal Property                        $0
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $24,659,046
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $62,658
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $14,484,587
                                   -----------         -----------
      TOTAL                        $17,955,000         $39,206,291

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

San Juan, Puerto Rico-based Four Lions, Corp., filed for Chapter
11 bankruptcy protection on January 24, 2011 (Bankr. D. P.R. Case
No. 11-00419).  Alexis Fuentes Hernandez, Esq., at the Fuentes Law
Offices, serves as the Debtor's bankruptcy counsel.


FOUR LIONS: Section 341(a) Meeting Scheduled for Feb. 28
--------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Four
Lions Corp.'s creditors on February 28, 2011, at 1:00 p.m.  The
meeting will be held at Ochoa Building, 500 Tanca Street, First
Floor, San Juan, Puerto Rico.

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.

San Juan, Puerto Rico-based Four Lions, Corp., filed for Chapter
11 bankruptcy protection on January 24, 2011 (Bankr. D. P.R. Case
No. 11-00419).  Alexis Fuentes Hernandez, Esq., at the Fuentes Law
Offices, serves as the Debtor's bankruptcy counsel.  According to
its schedules, the Debtor disclosed $17,955,000 in total assets
and $39,206,291 in total debts.


GENDER PARTNERS: Dist. Ct. Affirms Stay for Bank Loan Guarantors
----------------------------------------------------------------
WestLaw reports that a creditor's collection actions against
owners and principals of a bankrupt limited liability company to
recover on their guarantees of the debtor-LLC's debt were properly
enjoined, given evidence that the owner/principals' participation
in the Chapter 11 case was essential to the LLC's ability to
successfully reorganize.  The LLC had a likelihood of successfully
reorganizing if the owner/principals' energies were not diverted
in defense of the collection actions, and a failure of the
reorganization effort would have dire consequences on the LLC's
ability to satisfy the claims of creditors, including that of the
creditor pursuing the collection actions on the guarantees.  The
creditor, on the other hand, faced only a temporary stay if an
injunction were entered to allow the reorganization to progress.
Harris N.A. v. Gander Partners LLC, --- B.R. ----, 2011 WL 249484
(N.D. Ill.).

A copy of the Honorable Samuel Der-Yeghiayan's Memorandum Opinion
dated Jan. 26, 2011, is available at http://is.gd/AQM62kfrom
Leagle.com.  This decision affirms the Bankruptcy Court ruling
reported in the Aug. 6, 2010, edition of the Troubled Company
Reporter in In re Gander Partners LLC, 432 B.R. 781, 2010 WL
2802668, slip op. http://is.gd/8o0fTA
(Bankr. N.D. Ill.) (Cox, J.).

Gander Partners LLC, Copper Peak Development Corp., Prairie View
Development Corp., sought chapter 11 protection (Bankr. N.D. Ill.
Case Nos. 10-08877, 10-08879 and 10-08882) on Mar. 3, 2010.  Scott
R. Clar, Esq., at Crane Heyman Simon Welch & Clar in Chicago,
represents the Debtors.  Copies of the Debtors' chapter 11
petitions are available at:

    http://bankrupt.com/misc/ilnb10-08877.pdfand
    http://bankrupt.com/misc/ilnb10-08879.pdfand
    http://bankrupt.com/misc/ilnb10-08882.pdfat no charge.


GARNET BIOTHERAPEUTICS: Proofs of Claim Due By March 2, 2011
------------------------------------------------------------
On Jan. 25, 2011, the United States Bankruptcy Court for the
District of Delaware entered an order establishing certain
deadlines for the filing of proofs of claims in Garnet
BioTherapeutics, Inc.'s chapter 11 case.

Pursuant to the Bar Date Order, all persons or entities
(including, without limitation, any individual, partnership, joint
venture, corporation, limited liability company, estate, trust or
governmental units) who have a claim or potential claim against
the Debtor that arose prior to December 28, 2010, no matter how
remote or contingent such right to payment or equitable remedy may
be, MUST FILE A PROOF CLAIM on or before 4:00 p.m. (prevailing
Eastern Time), on Mar. 2, 2011.  Governmental units have until
June 30, 2011, to file their proofs of claim.

Questions about the Bar Date and requests for proof of claim forms
should be directed the Debtor's lawyers:

         William A. Hazeltine, Esq.
         SULLIVAN HAZELTINE ALLINSON LLC
         4 East 8th Street, Suite 400
         Wilmington, DE 19801
         Telephone: (302) 428-8191
         Fax: (302) 428-8195
         E-mail: whazeltine@sha-llc.com

Malvern, Pa.-based Garnet BioTherapeutics, Inc. -- a "clinical
stage regenerative medicine company" -- sought Chapter 11
protection (Bankr. D. Del. Case No. 10-14165) on Dec. 28, 2010.
William A. Hazeltine, Esq., at Sullivan Hazeltine Allinson LLC, in
Wilmington, Del., represents the Debtor.  The Debtor estimated
assets and debts of $1 million to $10 million in its Chapter 11
petition.


GENWORTH MORTGAGE: S&P Cuts Counterparty Credit Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit and financial strength ratings on Genworth
Mortgage Insurance Corp. and Genworth Residential Mortgage
Insurance Corp. of North Carolina to 'BB+' from 'BBB-'.  The
outlook is negative.  At the same time, S&P revised its outlook on
Genworth Financial Inc. and Genworth Financial Mortgage Insurance
Ltd. (Europe) to negative, and S&P affirmed its 'BBB' long-term
counterparty credit ratings on the companies.  The ratings on
GNW's U.S. life insurance companies are unaffected by these
actions.

"In the fourth quarter, Genworth's U.S. mortgage insurance
operations reported pretax losses of $533 million, compared with
pretax losses of $230 million in the third quarter, $72 million in
the second quarter, and $52 million in the first quarter," said
Standard & Poor's credit analyst Jeremy Rosenbaum.  "This brings
total pretax losses to $887 million in full-year 2010, which
exceeds S&P's expectations for full-year losses of approximately
$300 million."

The outsized losses in the fourth quarter stem largely from
reserve increases related to the aging of the delinquency
inventory as well as significant declines in loss-mitigation
activities across the sand states.  This contrasts with the third-
quarter reserve adjustment, which was specific to Florida.

"The size of the fourth-quarter adjustment and the fact that it
follows a sizable adjustment in the third quarter highlights
USMI's more aggressive reserve methodology during this loss cycle
relative to peers," said Mr. Rosenbaum.  "S&P believes the company
incorporated loss reserve benefits relating to rescission and
modification activity earlier in the loss cycle than its peers,
which made it more susceptible to adverse deviation."

Despite GNW's bolstered cash and liquidity positions following a
string of capital-raising initiatives (approximately $2 billion
over the past two years), as well as the improving operating
performance at the retirement and protection segment, the outlook
on the company is negative.  The ratings and outlook on GFMI
Europe are based on an unconditional guarantee provided by GNW.
As such, the ratings and outlooks on GNW and GFMI Europe are the
same.  Although S&P currently do not believe that GNW will need to
support its USMI subsidiaries through capital infusions, the
likelihood has increased, and S&P believes that continued poor
performance at the USMI subsidiaries may strain financial
flexibility.  S&P could lower the rating on GNW if the USMI
subsidiaries become a cash drain on the holding company.  GNW's
fixed-charge coverage ratio is at the low end of S&P's
expectations for the rating, but S&P thinks it will improve to 4x
to 5x over the next 12 to 18 months.

The outlook on GMICO is negative, reflecting uncertain
macroeconomic conditions and the potential for further adverse
reserve adjustments.  Despite signs of improvement, the U.S.
economy remains fragile and could experience a setback.  Although
the rate of new notices has declined in the most recent quarters,
delinquencies likely would rise again if the economy were to enter
another downturn.

If the economy were to experience a setback that results in higher
delinquencies or losses, which could significantly impair GMICO's
capital and claims paying ability, S&P could lower the ratings.
S&P could also lower the ratings if future results reflect further
significant reserve adjustments (calling into question GMICO's
reserve adequacy again).


GLOBAL CASH: Moody's Assigns 'B1' Rating to $235 Mil. Senior Loan
-----------------------------------------------------------------
Moody's Investors Service has assigned B1 ratings to Global Cash
Access, Inc.'s $235 million of proposed senior secured credit
facilities comprising a $30 million revolving credit facility and
a $205 million term loan facility.  As part of the rating action,
Moody's affirmed GCA's B1 Corporate Family Rating and revised the
Company's Probability of Default Rating to B2, from B1.  The
Company plans to use the proceeds from the term loan issuance and
about $3 million of cash on hand to refinance existing
indebtedness, and pay fees and expenses.  Moody's also affirmed
the B3 rating for GCA's senior subordinated notes, which will be
withdrawn upon full repayment of the notes at the close of the
transaction.  The outlook for ratings is stable.

Moody's has taken these rating actions:

Issuer: Global Cash Access, Inc.

  -- US$30 million Senior Secured Bank Credit Facility -
     Assigned, B1, LGD3, 37 %

  -- US$205 million Senior Secured Bank Credit Facility -
     Assigned, B1, LGD3, 37 %

  -- Corporate Family Rating - Affirmed, B1

  -- Probability of Default Rating - Lowered to B2 to B1

  -- 8.75% Senior Subordinated Notes due 2012 - Affirmed, B3
     (LGD-5, 77%), to be subsequently withdrawn

  -- Outlook - Stable

                        Ratings Rationale

The affirmation of GCA's Corporate Family Rating reflects Moody's
views that the Company's good free cash flow generation and
interest coverage metrics continue to support the B1 rating,
despite sustained decline in operating performance during a severe
economic downturn and the loss of its largest customer in November
2010.  Furthermore, Moody's believes that the risks of further
erosion in pricing and loss of significant customers are mitigated
with the recent successes in renewing multi-year contracts with
key customers.  The rating agency expects that a combination of
new business growth, stabilizing same store sales, and
prioritization of debt reduction should help the Company restore
its balance sheet and drive debt-to-EBITDA leverage to 2.5x-to-
3.0x range over the next 12-to-18 months.

The B1 Corporate Family Rating reflects GCA's leading market
position as a cash access services provider to U.S. gaming
establishments, its moderate financial risk, and good liquidity
supported by moderate levels of free cash flow generation.  The
rating is constrained by the extremely challenging operating
conditions in the U.S. gaming industry, the Company's intensely
competitive operating environment, and the ongoing pricing
pressure on operating margins.  The rating also considers GCA's
high customer concentration as well as growing challenges from
cashless gaming, which could result in lower demand for GCA's cash
access products, and the potential for continued margin pressure
due to shifts in consumption patterns from higher margin cash
advance products to ATM transactions.

The stable outlook reflects Moody's expectations that GCA's EBITDA
will stabilize during 2011 and that the Company will prioritize
debt repayment such that leverage could be maintained at less than
3.0x.

                What Could Drive the Rating -- Up

Although not expected at this time, Moody's could raise GCA's
rating if the Company's business environment improves
significantly, it generates solid cash flows driven by improved
profitability and revenue growth, and sustain debt-to-EBITDA
leverage of less than 2.5x.

               What Could Drive the Rating -- Down

The rating or the outlook could come under pressure if transaction
volumes continue to decline, price erosion depresses EBITDA
margins, or the Company loses large customer relationships, which
result in a material decline in profitability.  The rating or the
outlook could be lowered if deteriorating operating performance or
shareholder friendly fiscal policies drive debt-to-EBITDA leverage
to above 3.5x and free cash flow generation falls to less than 10%
of total debt over an extended period of time, or liquidity
becomes weak.

The last rating action on GCA was on June 27, 2008, when Moody's
confirmed the Company's B1 CFR with a stable outlook.

Headquartered in Las Vegas, NV, Global Cash Access, Inc., a wholly
owned subsidiary of Global Cash Access Holdings Inc., is a leading
provider of cash access products and related services to the
gaming industry in the U.S. and several international markets.
GCA reported $617 million in revenues for the last twelve months
period ended September 2010.


GLOBAL CASH: S&P Changes Outlook to Stable, Affirms 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Rating Services said it revised its outlook on
Las Vegas-based Global Cash Access Inc. to stable from negative.
At the same time, S&P affirmed the company's 'BB-' corporate
credit rating.

S&P also assigned ratings to the company's proposed $235 million
senior secured first-lien credit facility, consisting of a
$25 million revolving credit facility and a $210 million term loan
B.  The revolver and term loan received issue-level ratings of
'BB-', and recovery ratings of '3', indicating S&P's expectation
for meaningful (50%-70%) recovery in the event of a payment
default.

The company intends to use the proceeds from the new facility to
refinance its existing unrated senior secured $100 million
revolving credit and $100 million term loan facilities, as well as
retire all remaining outstanding borrowings under its 8.75% senior
subordinated notes ($127.8 million currently outstanding).

"The outlook revision to stable from negative is based on GCA's
completion of the announced refinancing transaction, which
resolves both the potential mid-2011 covenant headroom concerns,
and the refinancing risk and near-term maturity associated with
the company's existing debt," explained Standard & Poor's credit
analyst Alfred Bonfantini.  Furthermore, the company has been
successful thus far in renewing several major customer contracts,
including MGM Resorts International and Boyd Gaming Corp., after
losing its largest contract last year, Harrah's Operating Co.
Inc., which represented approximately 14% revenues.

"However," added Mr. Bonfantini, "the company has continued to see
lower overall transaction volumes and a pronounced decrease in
credit card cash advance transactions, with a shift toward a
greater percentage of lower margin ATM withdrawal transactions."
S&P believes that these trends have bottomed, but that there will
be no material improvement in gaming foot traffic and revenue mix
over the near term, as Standard & Poor's also believes that
prospects for meaningful growth in the U.S. gaming market over the
next year or so are limited.  This outlook for gaming revenues,
coupled with the loss of Harrah's as a customer should result in
significantly lower revenue and EBITDA in 2011, but GCA's
financial profile provides a cushion within its existing rating to
absorb these weak operational developments, as well as its ongoing
high customer concentration.  Somewhat offsetting these negative
factors are the company's leading market position in its niche,
still moderate leverage for the rating, ability to generate solid
discretionary cash flow, and recurring revenues stemming from
long-term contracts.


GMX RESOURCES: Moody's Assigns 'Caa2' Rating to $200 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to GMX Resources
Inc.'s proposed $200 million senior unsecured notes due 2019.
Moody's also assigned a first time Caa1 Corporate Family Rating
and SGL-3 Speculative Grade Liquidity rating to GMX.  Net proceeds
from the notes offering and concurrent common equity offering will
be used to fund an offer to purchase $50 million of the company's
5% convertible senior notes, repay all outstanding revolver debt,
fund the $68.3 million cash portion of the purchase price of its
pending Bakken and Niobrara acquisitions, and fund a portion of
2011 capital spending.  The rating outlook is stable.

                        Ratings Rationale

"GMX's Caa1 CFR reflects its small size, limited diversification,
production that is 97% natural gas in a low gas price environment,
high leverage on production and reserves, and the risks inherent
in developing its newly acquired oil focused Bakken and Niobrara
acreage while outspending cash flow," commented Jonathan
Kalmanoff, Moody's Analyst.  "The rating also considers the
potential for improvement in both profitability and
diversification if GMX is successful in developing its newly
acquired acreage, the pre-funding of the majority of 2011 capital
spending through both debt and equity offerings, a lack of
required drilling to hold acreage in the company's East Texas
properties, and hedges in place which add support to realized
prices for gas production through 2012."

At December 31, 2010, pro-forma, debt / average daily production
was $42,623/boe and debt / proven developed reserves was
$14.94/boe.  In assessing leverage, Moody's views 75% of GMX's
9.25% Series B Cumulative Preferred Stock as debt.

The SGL-3 liquidity rating reflects adequate liquidity through
2011.  At the closing of its debt and equity offerings, the
company will have $60 million of availability under its undrawn
borrowing base credit facility and $107 million of cash.  Capital
expenditures are expected to exceed cash flow during 2011.  The
credit facility, which is being amended concurrently with the
notes offering, has a $100 million commitment with an initial
borrowing base of $60 million.  The borrowing base is re-
determined semi-annually with the next re-determination scheduled
for October 1, 2011.  Financial covenants under the facility are
Senior Secured Debt / EBITDA of not more than 2.5x, EBITDA /
interest of not less than 2.5x, and a current ratio of not less
than 1.0x.  There are no debt maturities until 2013.
Substantially all of GMX's oil and gas reserves are pledged as
security under the credit facility which limits the extent to
which asset sales could provide a source of additional liquidity;
however, the company would be able to sell drilling rig and
midstream assets held in its subsidiaries to raise additional
liquidity if needed.

The Caa2 senior unsecured note rating reflects both the overall
probability of default of GMX, to which Moody's assigns a PDR of
Caa1, and a loss given default of LGD4-58%.  The size of the
senior secured revolver's potential priority claim relative to the
senior unsecured notes results in the notes being rated one notch
beneath the Caa1 CFR under Moody's Loss Given Default Methodology.

The stable outlook reflects Moody's expectation that GMX will
maintain adequate liquidity as it outspends cash flow to develop
its properties.  Negative ratings action could result if liquidity
were to tighten due to unexpected production declines relative to
debt funded capital spending, a reduction in availability under
the company's borrowing base credit facility, or reduced cash flow
due to uneconomic realized prices for natural gas production.
Positive ratings action could result if GMX were to meet its
forecasts for production growth in the Bakken and Niobrara leading
to daily production over 15,000 boe with debt / average daily
production of less than $25,000/boe and trending downward.

GMX Resources Inc. is an independent exploration and production
company headquartered in Oklahoma City, OK.


GMX RESOURCES: S&P Puts 'B-' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B-' corporate credit rating to GMX Resources Inc.
The outlook is stable.

At the same time S&P assigned a preliminary 'B-'issue rating to
GMX's proposed $200 million senior unsecured notes.  S&P assigned
a '4' preliminary recovery rating to the notes, indicating S&P's
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default.

S&P expects proceeds from the notes offering and a concurrent
$100 million common stock offering to be used to refinance
existing debt as well as fund near-term capital spending.  The
ratings are preliminary, and subject to a review at the completion
of the proposed transactions.  If actual results vary from current
expectations, S&P would review the proposed ratings in light of
any changes, and could change the preliminary ratings being
assigned.

"The ratings on Oklahoma City-based GMX Resources Inc. reflect the
company's limited scale of operations, meaningful exposure to weak
natural gas prices, a very aggressive near-term spending plan,
limited liquidity beyond 2011, and elevated debt leverage," said
Standard & Poor's credit analyst Paul B. Harvey.  Near-term credit
quality will benefit from the liquidity provided by GMX's proposed
$200 million senior unsecured note issuance and concurrent
$100 million common equity offering, as well as expectations for
growing production from its Haynesville Shale development.

The stable outlook reflects the benefits from GMX's favorable
hedges, expectations for growing production, and the liquidity
provided by the concurrent debt and equity offerings.  Ratings
could be lowered if GMX fails too maintain sufficient liquidity,
$30 million or greater, or if its drilling program is
unsuccessful.  Given the company's aggressive capital spending and
less than adequate liquidity, positive rating actions are not
currently expected within the next 12 to 18 months.


GNP RLY: Involuntary Chapter 11 Case Summary
--------------------------------------------
Alleged Debtor: GNP Rly, Inc.
                410 Garfield Street S.
                Tacoma, WA 98444

Bankruptcy Case No.: 11-40829

Involuntary Chapter 11 Petition Date: February 2, 2011

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

Petitioners' Counsel: James E. Dickmeyer, Esq.
                      JAMES E. DICKMEYER, P.C.
                      121 3rd Avenue
                      Kirkland, WA 98033
                      Tel: (425) 889-2324
                      E-mail: jim@jdlaw.net

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Ballard Terminal Railroad Company  Freight Services       $110,800
LLC
4725 Ballard Avenue NW
Seattle, WA 98107

Marketing Philharmonic LLC         Services                $48,466
218 Main Street, #668
Kirkland, WA 98033

San Clemente Technical Co.         Services                $15,200
29 Calle Cameron
San Clemente, CA 92673


GRAND BEAR: Asks La Salle County Board to Lower Property Taxes
--------------------------------------------------------------
Kevin Caufield at the News Tribune in La Salle, Illinois, reports
that Grand Bear Lodge officials met with La Salle County Board of
Review to ask for a decrease in its property taxes that would save
about $50,000 annually from its operating costs.

According to the report, the move -- combined with other cost-
cutting measures such as reductions in insurance, overhead and
possibly decreasing hours and employees -- is meant to help trim
$500,000 annually from Grand Bear's operating costs, the amount
lodge financial consultant Alan Dikcis believes it will need in
order to qualify for its Chapter 11 bankruptcy filing.

"The creditors will have the final say in the bankruptcy plan, but
this would go a long way in getting that approved," the report
quotes Mr. Dikcis as stating.  "We want to keep this a running,
viable business."

Lockport, Illinois-based Grand Bear Lodge, LLC, filed for Chapter
11 protection in Chicago on Jan. 21, 2011 (Bankr. N.D. Ill. Case
No. 11-02321), estimating assets of up to $50,000 and debts of
$10 million to $50 million.  The decision to file was due to the
Company's inability to get a loan extension from its primary
lender, according to the LaSalle News Tribune.


GULFSTREAM INT'L: Ch. 11 Spurs Regional Airport Woes
----------------------------------------------------
Dianne Byers, staff writer at The Progress, reports that the
bankruptcy proceedings of Gulfstream International Airlines is
creating financial turmoil for the Clearfield and Jefferson
Counties Regional Airport Authority.

According to the report, with GIA's bankruptcy filing, the
authority opened a $40,000 line of credit at Community First Bank,
raised cash to meet operating expenses by offering a 5% discount
to tenants who paid in advance, and appealed to both Clearfield
and Jefferson counties' boards of commissioners to advance the
first quarter share of their annual allocations.  About $16,000 of
the loan has been used to meet payroll and other day-to-day
expenses.

Robert Shaffer, DuBois Regional Airport manager, said, the
authority has filed a $80,000 claim and believes that it will be
paid in full.

                 About Gulfstream International

Fort Lauderdale, Florida-based Gulfstream International Airlines
(NYSE Amex: GIA) operated a fleet of turboprop Beechcraft 19000
aircraft, and specialized in providing travelers with access to
niche locations not typically covered by major carriers.  GIA
operated more than 150 scheduled flights per day, serving nine
destinations in Florida, 10 destinations in the Bahamas, five
destinations from Continental Airline's hub under the Department
of Transportation's Essential Air Service Program and supports
charter service to Cuba through a services agreement with
Gulfstream Air Charter, Inc., an entity otherwise unrelated to the
Debtors.  GIA operated as a Continental Connection carrier, as
well as for United Airlines, Northwest Airlines and Copa Airlines,
through code share agreements.  GIA has 620 employees, including
530 working full-time.

Gulfstream International Group, Inc., and its units including
Gulfstream International Airline, Inc., filed for Chapter 11
bankruptcy protection on November 4, 2010 (Bankr. S.D. Fla. Case
No. 10-44131).  Brian K. Gart, Esq., at Berger Singerman, P.A.,
serves as the Debtors' bankruptcy counsel.  Jetstream Aviation
Capital, LLC and Jetstream Aviation Management, LLC, serve as
financial advisors to the Debtors.  Robert A. Schatzman, Esq.,
Steven J. Solomon, Esq., and Frank P. Terzo, Esq., at
GrayRobinson, P.A., in Miami, Florida, serve as counsel to the
Official Committee of Unsecured Creditors.

Gulfstream International Airlines disclosed $15,967,096 in assets
and $25,243,099 in liabilities in its Schedules of Assets and
Liabilities.


GULFSTREAM INT'L: To Start Flying Montana EAS Routes
----------------------------------------------------
Jan Falstad at the Billings Gazette reports that Gulfstream
International Airlines may start flying the Montana EAS routes as
soon as May, replacing the current carrier, Great Lakes Airlines
of Cheyenne, Wyoming, after the Montana Essential Air Service Task
Force received approval in Washington, D.C. to switch airlines
serving seven Eastern Montana cities

Gulfstream will fly 19-passenger Beechcraft B-1900D airplanes and
provide a dozen flights per week to Glasgow, Glendive, Havre,
Lewistown, Miles City, Sidney and Wolf Point.  The two-year
contract carries an annual subsidy of $10,903,854, according to
the U.S. Department of Transportation, which has approved the
switch in airlines.

                 About Gulfstream International

Fort Lauderdale, Florida-based Gulfstream International Airlines
(NYSE Amex: GIA) operated a fleet of turboprop Beechcraft 19000
aircraft, and specialized in providing travelers with access to
niche locations not typically covered by major carriers.  GIA
operated more than 150 scheduled flights per day, serving nine
destinations in Florida, 10 destinations in the Bahamas, five
destinations from Continental Airline's hub under the Department
of Transportation's Essential Air Service Program and supports
charter service to Cuba through a services agreement with
Gulfstream Air Charter, Inc., an entity otherwise unrelated to the
Debtors.  GIA operated as a Continental Connection carrier, as
well as for United Airlines, Northwest Airlines and Copa Airlines,
through code share agreements.  GIA has 620 employees, including
530 working full-time.

Gulfstream International Group, Inc., and its units including
Gulfstream International Airline, Inc., filed for Chapter 11
bankruptcy protection on November 4, 2010 (Bankr. S.D. Fla. Case
No. 10-44131).  Brian K. Gart, Esq., at Berger Singerman, P.A.,
serves as the Debtors' bankruptcy counsel.  Jetstream Aviation
Capital, LLC and Jetstream Aviation Management, LLC, serve as
financial advisors to the Debtors.  Robert A. Schatzman, Esq.,
Steven J. Solomon, Esq., and Frank P. Terzo, Esq., at
GrayRobinson, P.A., in Miami, Florida, serve as counsel to the
Official Committee of Unsecured Creditors.

Gulfstream International Airlines disclosed $15,967,096 in assets
and $25,243,099 in liabilities in its Schedules of Assets and
Liabilities.


HAWKS PRAIRIE: Pacific Real to Sell Hawks Prairie Property
----------------------------------------------------------
Rolf Boone at The Olympian reports that Pacific Real Estate
Partners and its Olympia representatives were hired to sell
developer Tri M. Vo's Hawks Prairie property, a 338-acre parcel
north of Interstate 5 that at one time was set to become a massive
mixed-use development called Lacey Gateway Town Center.  The
property consists of 123 acres of land zoned for residential use
and 215 acres of mixed-use property.

Sale proceeds likely will be used to pay off bankrupt Hawks
Prairie Investment LLC's debts to HomeStreet Bank of Seattle, the
largest creditor in the case.

Tri M. Vo is the manager and owner of Hawks Prairie Investment.


                 About Hawks Prairie Investment LLC

Olympia, Washington-based Hawks Prairie Investment LLC owns real
property in Thurston County, Washington.  It filed for Chapter 11
bankruptcy protection on August 13, 2010 (Bankr. W.D. Wash. Case
No. 10-46635).  Timothy W. Dore, Esq., at Ryan Swanson & Cleveland
PLLC, represents the Debtor.  The Company disclosed $89,000,071 in
assets and $44,778,104 in liabilities as of the Chapter 11 filing.

An affiliate, Pacific Investment Group LLC, filed a separate
Chapter 11 petition on October 22, 2009 (Bankr. W.D. Wash. Case
No. 09-47915).


H.B. FENN: To File Proposal Under Canada's Bankruptcy Laws
----------------------------------------------------------
Michael Oliveira, writing for The Canadian Press, reports that
H.B. Fenn and Company Ltd., Canada's largest book distributor,
said Thursday it plans to file a proposal under the Bankruptcy and
Insolvency Act.  In a brief statement, H.B. Fenn said it has
"encountered significant financial challenges due to the loss of
distribution lines, shrinking margins and the significant shift to
e-books, all of which have significantly reduced the company's
revenues."

"We have worked extremely hard to build the company and keep it
going even under today's adverse conditions," said founder and CEO
Harold Fenn.  "My heart goes out to our over 125 employees and to
the many publishers we represent, as well as the customers that
have supported us over the years."

According to The Canadian Press, lawyer D.J. Miller, of the
Toronto-based restructuring and litigation firm Thornton Grout
Finnigan, said the move does not necessarily mean H.B. Fenn is
headed for bankruptcy.  Instead, she said, the proposal could be a
way for the Company to begin restructuring its business.

"They're telegraphing to the world that they're going to be
putting out a proposal that outlines what the terms of the
restructuring will be, which will be voted on by creditors," Ms.
Miller said, according to The Canadian Press.

The report relates Ms. Miller said, "The purpose of the proposal
will be to compromise the existing debt and allow the company to
move forward with less debt."

The Canadian Press notes H.B. Fenn can continue to operate without
interference from creditors.  It will have to provide a cash-flow
statement and file a proposal to creditors within 30 days, unless
an extension is granted by the courts.

The Canadian Press recounts H.B. Fenn unit Key Porter Books
temporarily suspended publishing operations last month.  In
September, Key Porter laid off almost two-thirds of its staff but
staff denied reports the Company was going bankrupt.

A spokesman at H.B. Fenn could not immediately be reached for
comment, The Canadian Press says.


HEADLINE NEWS: Tacoma Writes Off $32,000 Advertising Debt
---------------------------------------------------------
Todd Matthews, writing for The Tacoma Daily Index, reports that
the Tacoma City Council on Tuesday cleared an outstanding debt
owed by advertising agency Headline News (not related to CNN
Headline News), which once advertised in the Tacoma Dome but has
since gone bankrupt.

According to the report, the total amount of debt equaled
$32,824.25.  Tacoma Municipal Code requires City Council to clear
any debts over $25,000.  City council approved a resolution
Tuesday to clear the debt.

The Tacoma Daily Index relates that, according to Public
Facilities Director Mike Combs, the city entered into a five-year,
$230,000 contract with Headline News in 1994 for a series of
advertising panels.  Four years later, the contract was canceled
due to non-payment.  The city tried to collect on the debt, but
"the individuals with knowledge of the agreement and attempts to
recover the outstanding debt are not longer available," Mr. Combs
told councilmembers Tuesday.  "This account was written off as bad
debt many years ago but remained on the general ledger.  This is
an accounting process that removed this debt from the general
ledger.  This action has no impact on the general fund and no
impact on the Dome's operating fund."


ICOP DIGITAL: Bankruptcy Court Approves Sale Plan
-------------------------------------------------
Eric Sanderson at BankruptcyHome.com reports that Bankruptcy Judge
Robert Berger approved a plan by ICOP Digital Inc. that would
allow the Company to liquidate its remaining assets.  Bidders have
until the end of February to declare interest in acquiring the
Company's assets.

                         About ICOP Digital

Founded in 2002, ICOP Digital Inc. sells surveillance equipment
for law enforcement agencies.

Lenexa, Kansas-based ICOP Digital filed for Chapter 11 protection
in Kansas City (Bankr. D. Kan. Case No. 11-20140) on Jan. 21,
2011.  In its Schedules of Assets and Liabilities, the Debtor
disclosed assets of $1.67 million and debt of $2.74 million.
The balance sheet as of Sept. 30 had assets on the books for
$6.7 million and total liabilities of $4.3 million, according to
Mr. Rochelle.

Joanne B. Stutz, Esq., at Evans & Mullinix PA, in Shawnee, Kansas,
represents the Debtor.


ILEC FAIRPOINT: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned Charlotte,
N.C.-based incumbent local exchange carrier ILEC FairPoint
Communications Inc. its 'B' corporate credit rating with a stable
rating outlook.  The company emerged from bankruptcy on Jan. 24,
2011.

In addition, S&P assigned FairPoint's $75 million first-lien
revolving credit facility an issue-level rating of 'BB-' (two
notches higher than the 'B' corporate credit rating) with a
recovery rating of '1', indicating S&P's expectation of very high
(90%-100%) recovery for lenders in the event of a payment default.
The revolver initially matures in January 2014, with two optional
one-year renewals.

S&P also assigned the company's $1 billion second-lien term loan
due 2016 an issue-level rating of 'B' (at the same level as the
'B' corporate credit rating) with a recovery rating of '3',
indicating S&P's expectation of meaningful (50%-70%) recovery for
lenders in the event of a payment default.

Subsidiary FairPoint Logistics Inc. is a co-borrower on both
loans.

"The 'B' rating reflects FairPoint's highly leveraged financial
profile and weak business position as an ILEC experiencing access-
line losses exceeding 10%," said Standard & Poor's credit analyst
Catherine Cosentino.  S&P estimates that, despite a $1.5 billion
reduction in debt while in bankruptcy, pro forma leverage for 2010
will be around the mid-6x area (including S&P's operating lease
and unfunded pension and OPEB adjustments).  S&P expects only
minimal improvement in leverage as free operating cash flow
generation will be limited, in S&P's view, over the next few
years.

"The company has a weak business position, in its view, given high
access-line losses and low DSL penetration," said Ms. Cosentino,
"and S&P expects access-line losses to persist, pressuring overall
revenues despite potential increases in business and consumer
broadband revenues."  For 2011, the company will continue to
devote sizable amounts of cash to upgrade its network in the New
England markets to support increased broadband penetration.
Currently, overall broadband penetration is only about 25% of
total switched access lines, which is at the lower end of the
range for most incumbent telephone and cable operators.


INDUSTRIAL ENTERPRISES: Omtammot DIP Loan Extended to July 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the motion of Industrial Enterprises of America, Inc., and its
debtor-subsidiaries for a further extension of the term of their
postpetition financing facility with Omtammot II, LP, through
July 31, 2011, in accordance with a budget and to pay outstanding
administrative and professional claims.

On February 16, 2010, the Bankruptcy Court authorized Debtors to
enter into the Financing Agreement with Omtammot II, LP, under
which the lender committed to advance up to $1.5 million to
Debtors, to pay administrative and professional claims, and to pay
for operational expenses.  On November 2, 2010, the Court
authorized the continued use of the facility through January 31,
2011.

Under the terms of the Final Order dated February 16, 2010,
Omtammot II, LLP, is granted super-priority claims, provided that
the claims of the lender under the Financing Agreement will not
have priority over claims arising under Sections 105, 506(c), 726,
1113 or 114 of the Bankruptcy Code or over the fees of the Office
of the United States Trustee.

                   About Industrial Enterprises

Pittsburgh, Pennsylvania-based Industrial Enterprises of America,
Inc., filed for Chapter 11 protection on May 1, 2009, (Bankr. D.
Del. Case No. 09-11508).  On April 30, 2009, Pitt Penn Holding
Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary
petitions for Chapter 11 relief, under Case Nos. 09-11475 and
09-11476.  On May 4, 2009, EMC Packaging, Inc., filed a voluntary
petition for Chapter 11 relief, under Case No. 09-11524.  On
May 6, 2009, Unifide Industries, LLC, and Today's Way
Manufacturing LLC, each filed a voluntary petition for Chapter 11
relief, under Case Nos. 09-11587 and 09-11586.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
the Company.  The cases are jointly administered under Case No.
09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises listed total assets of $50,476,697 and
total debts of $17,853,997.

Based on public filings previously made with the Securities and
Exchange Commission, Industrial Enterprises originally operated as
a holding company with 4 wholly owned subsidiaries, PPH, EMC,
Unifide, and Today's Way.  PPH, through its wholly owned
subsidiary, PPO, was a leading manufacturer, marketer and seller
of automotive chemicals and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.


INNKEEPERS USA: Midland Tries to Block LNR Opposition to Plan
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Midland Loan Services Inc., the special servicer for
$825 million in fixed-rate mortgages on property of Innkeepers USA
Trust, filed papers on Feb. 1 objecting to the request by LNR
Securities Holdings LLC and Appaloosa Management LP for the right
to oppose the newly proposed Innkeepers reorganization structure.

According to Mr. Rochelle, LNR and Appaloosa both hold some of the
certificates issued by the trusts for which Midland is servicer.
Midland cites chapter and verse in the governing documents to say
certificate holders granted Midland the exclusive right to appear
for them in bankruptcy cases.

The Bloomberg report relates that Midland cites other provisions
which it says mean that individual certificate holders can act in
a bankruptcy only if together they hold 25% of the issue and agree
to indemnify Midland.  Together, Appaloosa and LNR fall "well
short" of the required 25%, Midland says.

                           LNR Objection

As reported in the Feb. 3, 2011 edition of the Troubled Company
Reporter, 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 Mr. Rochelle, 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 servic

                       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.


INTEGRA BANK: Bank Out of Compliance with Capital Directive
-----------------------------------------------------------
Integra Bank Corporation, the parent company of Integra Bank N.A.,
commented Monday on the financial results for the fourth quarter
of 2010 reflected in Integra Bank's Call Report that was filed
with the Federal Deposit Insurance Corp. on January 30, 2011.

The Bank reported a net loss for the fourth quarter of 2010 of
$35.4 million.

Net interest income declined $2.2 million from the third quarter
of 2010 to $10.1 million, primarily due to a lower volume of
earning assets and lower earning asset yields resulting from three
multi-branch and loan sale transactions closed in the third
quarter.

The provision for loan losses increased $5.1 million to
$31.4 million, while net charge-offs increased $4.7 million to
$31.6 million.

Non-interest income declined $19.4 million from the third quarter
of 2010 to $7.9 million and included $2.5 million of securities
gains from sales, primarily because the third quarter of 2010
included $20.7 million of deposit premiums and loan sale gains
resulting from the branch and loan sales.

Non-interest expense decreased $5.1 million from the third quarter
of 2010 to $23.5 million in part due to lower branch related
expenses following the third quarter branch and loan sales.

"Our core community banking business continued to perform well,
however, the persistent weakness in commercial real estate markets
continues to put intense pressure on our recovery and has resulted
in our current quarterly loss," stated Mike Alley, Chairman and
CEO.  "Our credit teams have made tremendous progress in reducing
our exposure to this industry segment but the prolonged weakness
in the economy and continued deterioration in real estate values
have resulted in greater charge-offs and increased reserves,"
added Mr. Alley.

Integra Bank's total risk-based capital ratio declined 168 basis
points to 7.66% from September 30, 2010, its tier 1 risk-based
capital ratio decreased 168 basis points to 6.34% and its tier 1
leverage ratio decreased 77 basis points to 3.54%.  The decline in
these ratios during the quarter means that Integra Bank no longer
meets the minimum capital levels to be considered adequately
capitalized.

Integra Bank is not currently in compliance with a Capital
Directive issued by the Office of the Comptroller of the Currency.
The Directive required Integra Bank to submit a capital plan to
achieve these capital levels; the OCC has since advised Integra
Bank that its plan was not accepted.  As a result, additional
actions by the OCC are expected.

The Company's auditors have advised management that unless the
Company is able to obtain firm commitments for a substantial
capital infusion before the release date of their report on the
Company's 2010 consolidated financial statements, that report will
indicate that there is substantial doubt concerning the Company's
ability to continue as a going concern.

                     About Integra Bank Corp.

Headquartered in Evansville, Indiana, Integra Bank Corporation
(Nasdaq CM: IBNK) -- http://www.integrabank.com/-- is the parent
of Integra Bank N.A.  As of December 31, 2010, the Bank has
$2.4 billion in total assets.  Integra Bank currently operates 52
banking centers and 100 ATMs at locations in Indiana, Kentucky,
and Illinois.

As of September 30, 2010, Integra Bank Corporation had
$2.627 billion in total assets, $2.595 billion in total
liabilities, and stockholders' equity of $31.9 million.


IRVING TANNING: Tasman Industries Buys Business for $6.5 Million
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine has authorized
Irving Tanning Co. to sell its business to Tasman Industries Inc.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Tasman will forgive a $1 million debt owing by Irving.  In
addition, Tasman will pay $3.3 million in cash and notes to The
Fund of Jupiter LLC, a secured lender.

Scott Monroe at the Morning Sentinel reports that a person with
knowledge of the sale said the deal could close by the end of this
week, but that some details still need to be worked out.

Tasman, which has hide processing facilities in Iowa, Nebraska and
Kentucky, has pledged to keep the workforce intact at Prime
Tanning's Hartland facility, according to the Morning Sentinel.

The Morning Sentinel relates that, to fund the Chapter 11 case,
Prime Tanning has received approval for a $550,000 loan from the
Maine Rural Development Authority and a $4 million credit line
from Porter Capital.

                       About Irving Tanning

Irving Tanning Company, also known as IT Acquisition Corporation
and Prime Tanning-Hartland, is a producer and seller of leather
for shoes and handbags from Hartland, Maine.  It had about 180
employees in Hartland, Maine,

Irving Tanning filed for bankruptcy protection on Nov. 16, 2010.
It was the third time the tannery had filed for bankruptcy in the
last decade.  Irving Tanning Company (Bankr. D. Maine Case No.
10-11757), Prime Tanning Co., Inc. (Case No. 10-11758), Prime
Tanning Corp. (Case No. 10-11759) filed separate chapter 11
petitions.  Irving Tanning estimated assets of $1 million to
$10 million and debts of $10 million to $50 million.  Another
affiliate Prime Tanning Company Inc. filed for Chapter 11
bankruptcy protection on Dec. 30, 2011 (Bankr. D. Maine Lead
Case No. 10-11949).


IRVING TANNING: Tasman Industries Offers $6.5 Million for Assets
----------------------------------------------------------------
Scott Monroe at the Morning Sentinel reports that owners of Tasman
Industries Inc. of Louisville, Kentucky, placed a $6.5 million bid
for Prime Tanning.  A person with knowledge of the sale said the
deal could close by the end of this week, but that some details
still need to be worked out.  Tasman, which has hide processing
facilities in Iowa, Nebraska and Kentucky, has pledged to keep the
workforce intact at Prime Tanning's Hartland facility.

According to the Morning Sentinel, to fund the Chapter 11 case,
Prime Tanning has received approval for a $550,000 loan from the
Maine Rural Development Authority and a $4 million credit line
from Porter Capital.

                       About Prime Tanning

Irving Tanning Company, also known as IT Acquisition Corporation
and Prime Tanning-Hartland, is a producer and seller of leather
for shoes and handbags from Hartland, Maine.  It had about 180
employees in Hartland, Maine,

Irving Tanning announced on Nov. 16, 2010, it had filed for
bankruptcy protection.  It was the third time the tannery had
filed for bankruptcy in the last decade.  Irving Tanning Company
(Bankr. D. Maine Case No. 10-11757), Prime Tanning Co., Inc. (Case
No. 10-11758), Prime Tanning Corp. (Case No. 10-11759) filed
separate chapter 11 petitions.  Irving Tanning estimated assets of
$1,000,001 to $10,000,000 and debts of $10,000,001 to $50,000,000.

Another affiliate Prime Tanning Company Inc. filed for Chapter 11
bankruptcy protection on Dec. 30, 2011 (Bankr. D. Maine Lead Case
No. 10-11949).

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson,
represents the Debtors.


JAMES F BYRNES: Chapter 11 Filing Halts Bank's Auction
------------------------------------------------------
James F. Byrnes Academy in Quinby, South Carolina, has filed for
Chapter 11 reorganization (Bankr. D. S.C. Case No. 11-00538).

WMBF News reports the filing came before the school property was
to be auctioned off by First Citizens Bank.  The Debtor disclosed
in its list of creditors that it has a $1,063,624 secured debt and
$536,376 unsecured debt to First Citizens Bank.

According to the report, First Citizens demanded payment in full
for the loan the school took out with the bank in 2007.  The bank
took steps to foreclose the loan last year when the school was
unable to pay and scheduled to auction off the property on
Feb. 1, 2011.

Classes in the school remain in session while officials are
preparing a restructuring plan.  Officials are targeting a
repayment plan by the start of the 2011-2012 school year.

"We will not close down.  We have a viable business plan.  We're
going to continue to educate the children of the Pee Dee for the
next 50 years," John Isgett said, former Chairmen of the Board of
Trustees of The Byrnes Schools.

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


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: Chief Judge John E. Waites

About the Debtor: The Byrnes Schools was established in Quinby,
                  South Carolina in 1965.  It is a non-for-profit
                  private institution that teaches children from
                  pre kindergarten to 12th grade.

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

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:

        http://bankrupt.com/misc/scb11-00538.pdf

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


KE KAILANI: Sec. 341 Meeting of Creditors Set for February 11
-------------------------------------------------------------
The United States Trustee for Region 15 will convene a meeting of
the creditors of Ke Kailani Development, LLC, on February 11,
2011, at 2:00 p.m., at the U.S. Trustee Meeting Room, 1132 Bishop
Street, Suite 606, in Honolulu, Hawaii.

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

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

                   About Ke Kailani Development

Honolulu, Hawaii-based Ke Kailani Development, LLC, is a company
formed by ex-Home Box Office Chief Executive Michael Fuchs that
planned to develop a $100 million luxury home subdivision on the
Big Island.  The Company sought Chapter 11 protection on January
5, 2011 (Bankr. D. Hawaii Case No. 11-00019).  Gary Victor Dubin,
Esq., at Dublin Law Offices, in Honolulu, represents the Debtor.
The Debtor estimated assets and debts of $10,000,001 to
$50,000,000 in its Chapter 11 petition.

The bankruptcy filing listed an affiliate of Texas-based Hunt Cos.
as the largest creditor, at $22 million, The AP relates.


KE KAILANI: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Ke Kailani Development, LLC, filed with the U.S. Bankruptcy for
the District of Hawaii its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                $43,000,000
  B. Personal Property               $573,092
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $26,114,861
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $833,154
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,190,753
                                  -----------     -----------
        TOTAL                     $43,573,092     $28,138,768

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

                   About Ke Kailani Development

Honolulu, Hawaii-based Ke Kailani Development, LLC, is a company
formed by ex-Home Box Office Chief Executive Michael Fuchs that
planned to develop a $100 million luxury home subdivision on the
Big Island.  The Company sought Chapter 11 protection on January
5, 2011 (Bankr. D. Hawaii Case No. 11-00019).  Gary Victor Dubin,
Esq., at Dublin Law Offices, in Honolulu, represents the Debtor.
The Debtor estimated assets and debts of $10,000,001 to
$50,000,000 in its Chapter 11 petition.


KGEN LLC: S&P Changes Outlook to Positive, Affirms 'BB-' Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on KGen
LLC's senior secured credit facilities to positive from negative.
At the same time, S&P affirmed the 'BB-' ratings on these
facilities.  The '1' recovery rating on the credit facilities
remains unchanged.

The outlook revision reflects the likelihood that KGen will repay
its debt with the expected proceeds from the sale of the Murray
plants (1,250 MW) to Oglethorpe Power Corporation, a power supply
cooperative, for about $531 million or $425 per kW (subject to
working capital and spare parts inventory adjustments).


L-3 COMMUNICATIONS: Fitch Expects to Rate New Senior Unsec. Notes
-----------------------------------------------------------------
Fitch Ratings expects to rate L-3 Communications Corporation's new
senior unsecured notes 'BBB-'.  L-3 plans to issue $650 million of
senior unsecured 10-year notes which will be pari passu with the
existing unsecured notes due 2019 and 2020.  Proceeds are to be
used to redeem the 5.875% senior subordinated notes due 2015, and
the company's total debt is expected to remain largely unchanged,
although the repayment of senior subordinated notes will result in
a higher level of senior unsecured debt in the company's capital
structure.

L-3's existing ratings are:

L-3 Communications Holdings, Inc.

  -- Issuer Default Rating 'BBB-';
  -- Contingent convertible subordinated notes 'BB+'.

L-3 Communications Corporation

  -- IDR 'BBB-';
  -- Existing and newly issued senior unsecured notes 'BBB-';
  -- Senior unsecured revolving credit facility 'BBB-';
  -- Senior subordinated debt 'BB+'.

Fitch will withdraw the ratings on the 5.875% senior subordinated
notes due 2015 when the notes are retired.

The Rating Outlook remains Stable.  The ratings cover
approximately $4.1 billion of debt outstanding.  The senior
subordinated notes remain one notch below the IDR and senior
unsecured debt due to contractual subordination.

Key factors that support the ratings include L-3's solid credit
metrics, liquidity position, and Fitch's expectation of steady
operating margins and substantial free cash flow (cash from
operations less capital expenditures and dividends, FCF) which
totaled $1.1 billion in 2010.  Other positive factors include high
levels of defense spending; L-3's diverse portfolio of products
and services that are in line with the Department of Defense
requirements; and a balanced contract mix, including generation of
more than 50% of revenues from the Operations & Maintenance
account in the DOD budget.

Concerns relate to the potential for larger debt-financed
acquisitions, core U.S. defense spending trends after fiscal 2012,
the longer-term outlook for supplemental DOD budgets related to
operations in Iraq and Afghanistan, and the underfunded pension
position.  The rating and Outlook incorporate Fitch's expectations
of small- to medium-sized acquisitions and meaningful cash
deployment toward shareholders which totaled approximately
$1.8 billion in 2010 with $753 million utilized for acquisitions,
$834 million for share repurchases and $184 in dividend payments.

An upward revision to the rating could occur if L-3 moderated its
acquisition strategy, kept spending within free cash flow, and
focused capital on improving the credit profile.  Alternatively,
Fitch could consider a downward revision to the ratings or Outlook
if L-3 completed a large debt-funded acquisition, unless some
equity was used to limit the increase in leverage.  A downgrade is
also possible if the company's end-markets show substantial
deterioration which is viewed as unlikely in the near to medium
term.

L-3 has historically generated strong FCF through sales growth,
strong operating performance, working capital management, and
acquisitions.  In 2010, the company generated $1.3 billion of FCF
before dividends, an approximately 5% increase from $1.2 billion
reported in 2009.  Healthy FCF generation is attributable to
effective merger integration management, working capital
management and low capital expenditures as a percentage of sales.
In 2010, L-3 incurred capital expenditures of $181 million or 1.1%
of sales, which is in line with its historic average of 1.3% from
2006 to 2009.  L-3 forecasts 2011 FCF before dividends to be
slightly lower, with capex rising, partly due to purchasing some
leased assets.  While cash generation is forecasted to remain very
healthy in 2011, Fitch does not expect to see debt reduction
become a priority for L-3.

Historically, the company has directed cash to acquisitions, share
repurchases and dividends.  In Fitch's view, acquisitions remain
the main risk to the credit profile.  Total acquisition spending
was $753 million in 2010.  In general, Fitch believes acquisition
activity in the defense sector will increase in 2011, and L-3 is a
likely acquirer of small and medium sized assets, although Fitch
believes larger transactions are a possibility.  Share repurchases
have also been a significant use of cash and a new $1 billion
share repurchase program was authorized in July 2010; it extends
through Dec. 31, 2012.  In 2010, the company repurchased
$834 million of common shares, up from $505 million during 2009.
Fitch expects to see a total of $500 million to $550 million spent
on share repurchases in 2011, although this could move higher
depending on the level of acquisition spending.

As of Dec. 31, 2010, leverage defined as debt-to-EBITDA was 2.1
times, a modest increase from 2.0x at the end of 2009.  Liquidity
remains healthy in Fitch's view.  L-3 had a liquidity position of
approximately $1.6 billion, consisting of $607 million of cash and
$983 million of availability under the revolving credit facility
expiring in October 2012.  L-3 has $700 million of convertible
debt outstanding.  The notes bear interest of 3% and the final
maturity date is 2035.  The notes were puttable on Feb. 1, 2011,
and Fitch understands that only a modest amount were put to L-3.
The next put date is Feb. 1, 2016.

At the end of 2009, L-3's pension plan was 66% funded, or
$660 million underfunded.  While L-3's pension contributions
increased in 2010 to $186 million from $67 million, Fitch believes
that L-3 will continue having a large funding deficit over the
next several years due to a decline in the discount rate to 5.6%
from 6.3%.  This is currently a common issue for pension plans in
the industrial sector.  As a defense contractor L-3 can factor in
certain pension costs as allowable expenses in some government
contracts although there can be timing issues for cash flows.

L-3's credit quality continues to be supported by large U.S.
defense budgets.  U.S. defense spending trends are key drivers of
the company's financial performance given that the company
generates approximately 76% of its revenues from the DOD.  Core
U.S. defense spending should continue to rise in fiscal 2011 and
2012, so the general outlook for the sector is still favorable in
the near term, although the growth rate has fallen and there will
likely be some program cuts.  Supplemental funds for operations in
Iraq and Afghanistan should trend down in the next few years.
Risks to the U.S. defense outlook include margin pressures from
tougher contract terms; cash deployment actions to offset lower
growth; and pressure on spending after fiscal 2012 due to fiscal
challenges.  Fitch believes that L-3 has credit metrics strong
enough to withstand lower defense spending levels while retaining
the current ratings.


L-3 COMMUNICATIONS: Moody's Affirms 'Ba1' Sr. Subordinated Ratings
------------------------------------------------------------------
Moody's Investors Service has assigned a Baa3 rating to the
planned $650 million senior unsecured 10-year notes of L-3
Communications Corporation.  All other ratings of L-3 have been
affirmed, including the senior subordinated ratings of Ba1.  The
rating outlook is stable.  Moody's views the transaction as net
neutral to credit metrics and consistent with the company's plans
of replacing subordinated debt with senior unsecured debt,
furthering migration toward a capital structure more
characteristic of investment grade.

The company intends to use issuance proceeds to fund the planned
call of its $650 million 5.875% senior subordinated notes due
2015.

The new notes will be guaranteed by the company's material
domestic subsidiaries and will be senior in right of payment to L-
3's existing senior subordinated notes, of about $1,000 million as
of September 2010 (excluding the subordinated notes to be called),
and about $700 million of L-3 Communications Holdings, Inc.'s 3%
convertible contingent notes due 2035 (CODES) that are guaranteed
on a subordinated basis by L-3.

The company's Baa3 senior unsecured rating reflects L-3's scale,
diversity of defense services and product revenues, good return on
assets, and expectation of continued free cash flow to debt in the
double digit percentage range.  The stable outlook assumes 2011
combined acquisition and stock repurchase spending will not
materially increase debt, with debt to EBITDA remaining below 3.0
times.

Upward rating momentum could grow over time with debt to EBITDA
sustained below 2.5 times, free cash flow to debt above 15%, a
diminishing level of subordinated debt in the capital structure,
and a solid liquidity profile.  Downward rating momentum could
develop if the company were to add leverage from spending on
acquisitions or equity rewards; debt to EBITDA exceeding 3.0 times
for a material time period, EBIT to interest below 4.0 times, or
free cash flow to debt of 10% or less would negatively pressure
the rating.

                  L-3 Communications Corporation

Ratings assigned, subject to review of final documentation:

* $650 million guaranteed senior unsecured notes due February
  2021, Baa3

Ratings affirmed:

* $1000 million 5.20% guaranteed senior unsecured notes due
  October 2019, Baa3

* $800 million 4.75% guaranteed senior unsecured notes due July
  2020, Baa3

* $650 million 5.875% guaranteed senior subordinate notes due
  January 2015, Ba1 (to be withdrawn following completion of the
  call)

* $1000 million 6.375% guaranteed senior subordinate notes due
  October 2015, Ba1

                 L-3 Communications Holdings, Inc.

Ratings affirmed:

* $700 million 3% guaranteed convertible contingent notes due 2035
  (CODES), Ba1

L-3 Communications Holdings, Inc., is a prime contractor in
aircraft modernization and maintenance, C3ISR (Command, Control,
Communications, Intelligence, Surveillance and Reconnaissance)
systems, and government services.  In addition, L-3 provides high
technology products, systems and subsystems.  Revenues in 2010
were approximately $15.7 billion.


LA PALOMA'S: Moody's Affirms 'Caa2' on 2nd Lien Debt Facility
-------------------------------------------------------------
Moody's Investors Service affirmed La Paloma's Generating Company
B3 and Caa2 rating on its 1st and 2nd lien debt facilities,
respectively, and changed the outlook to stable.

                        Ratings Rationale

The rating action reflects the Project's improved financial
performance with DSCR of 1.24x and 5% FFO/Debt according to
Moody's calculations for the last twelve months ended September
2010 compared to below 1.0x DSCR and FFO/Debt around zero prior
to 2009.  The improvement in La Paloma's financial performance
is primarily driven by improved operational performance since
2009 and expiration of out of the money interest rate swaps.
Additionally, the rating action considers La Paloma's repayment
of its expiring working capital facility in August 2010 with a
smaller sponsor provided working capital facility.

These positive developments though are weighed down by scheduled
major maintenance events in 2011 that are expected to negatively
pressure cash flow, the 1st and 2nd lien term loan maturities in
August 2012 and 2013, respectively, and the expiration of La
Paloma's PPA in December 2012.  Moody's notes that La Paloma has
only paid down roughly 6% of total debt since the end of 2005
while the Project's financial metrics continue to remain low.
These challenges result in a high probability of default at La
Paloma and continue to restrain the Project's rating at B3 and
Caa2 for the first and second lien debt.  Moody's also considered
potentially significant losses on the 2nd lien debt in a default
based on the historical cash flow of the Project.

The stable outlook reflects the expectation for operating
performance commensurate with recent improved levels and
maintenance of at least 1.2x DSCR for the next 12 months.

The rating could improve if La Paloma is able to enter into new
offtake contracts, maintains improved financial metrics, sustains
improved operating performance and makes significant progress in
addressing its upcoming debt maturities.

La Paloma's rating could be negatively affected if the Project
incurs major operational problems or is unable to extend or
refinance its maturing debt facilities.

La Paloma Generating Co. LLC owns a 1,022 MW natural gas-fired,
combined cycle generating facility located in Kern County,
California.  La Paloma is owned by a group of institutional
investors.

The last rating action on La Paloma occurred on December 1, 2009,
when the 1st and 2nd lien debt was downgraded to B3 and Caa2,
respectively.


LANDCO FAIR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Landco Fair Oaks Development LP
        910 Fair Oaks Rd.
        Houston, TX 77023

Bankruptcy Case No.: 11-31105

Chapter 11 Petition Date: February 1, 2011

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

Judge: Marvin Isgur

Debtor's Counsel: Jeffery Dayne Carruth, Esq.
                  WEYCER, KAPLAN, PULASKI & ZUBER, P.C.
                  3030 Matlock Rd., Suite 201
                  Arlington, TX 76015
                  Tel: (817) 795-5046
                  Fax: (800) 556-1869
                  E-mail: jcarruth@wkpz.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/txsb11-31105.pdf

The petition was signed by Mark D. Lester, president of Debtor's
general partner.


LANDCO JEFFERSON: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Landco Jefferson House Development LP
        6200 Gulfton
        Houston, TX 77081

Bankruptcy Case No.: 11-31103

Chapter 11 Petition Date: February 1, 2011

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

Judge: Letitia Z. Paul

Debtor's Counsel: Jeffery Dayne Carruth, Esq.
                  WEYCER, KAPLAN, PULASKI & ZUBER, P.C.
                  3030 Matlock Rd., Suite 201
                  Arlington, TX 76015
                  Tel: (817) 795-5046
                  Fax: (800) 556-1869
                  E-mail: jcarruth@wkpz.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 Mark D. Lester, president of Debtor's
general partner.


LEHMAN BROTHERS: Settles LB Bankhaus Intercompany Claims
--------------------------------------------------------
Lehman Brothers Holdings Inc. and the insolvency administrator for
Lehman Brothers Bankhaus AG, the second largest of LBHI's foreign
affiliates, have reached an agreement settling all intercompany
relationships between the U.S. Debtors and LB Bankhaus.  The
agreement, which is subject to approval in the U.S. Chapter 11
proceedings and in the German proceeding, provides for the
allowance of LB Bankhaus' claims in the approximate amount of
$6.6 billion.  LB Bankhaus also said it is supportive of the First
Amended Joint Chapter 11 plan filed on January 26, 2011.

Bryan Marsal, LBHI's Chief Executive Officer, said: "This
agreement is a milestone in the resolution of the Lehman
proceedings and is in line with our overall approach to favor
compromises with affiliates and avoid lengthy and costly
litigation.  We look forward to continuing our conversations with
affiliates and other stakeholders in the coming months as we move
forward toward confirmation of the amended plan."

Dr. Michael C. Frege, in his capacity as insolvency administrator
for LB Bankhaus, stated: "We have worked for many months with LBHI
to reach this mutually satisfactory settlement of all intercompany
issues between our two estates.  In addition, LB Bankhaus is
supportive of the First Amended Joint Chapter 11 plan and the
approval of the Debtors' Disclosure Statement and hopes the
process will now move forward expeditiously."

                      About Lehman Brothers

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

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

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

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

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

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

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LHB REAL: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: LHB Real Estate, L.L.C.
        c/o Kevin J. Owens
        209 Watersong Ln
        Georgetown, TX 78628-6954

Bankruptcy Case No.: 11-10282

Chapter 11 Petition Date: February 1, 2011

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: H. Christopher Mott

Debtor's Counsel: B. Weldon Ponder, Jr., Esq.
                  Building 3, Suite 200
                  4601 Spicewood Springs Rd
                  Austin, TX 78759-7841
                  Tel: (512) 342-8222
                  Fax: (512) 342-8444
                  E-mail: welpon@austin.rr.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 three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb11-10282.pdf

The petition was signed by Kevin J. Owens, agent for general
partner, Bastrop Blackhawk, LLC.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Bastrop Blackhawk, LLC                 11-10273   02/01/2011


LIONS GATE: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Lions Gate Ventures, Inc., filed with the U.S. Bankruptcy for the
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------             -----------     -----------
  A. Real Property                $14,110,390
  B. Personal Property                     $0
  C. Property Claimed as
     Exempt                                       $12,874,757
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims
                                  -----------     -----------
        TOTAL                     $14,110,390     $12,874,757

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

                         About Lions Gate

Corona, California-based Lions Gate Ventures, Inc., dba Lions Gate
Ventures, filed for Chapter 11 bankruptcy protection on January 5,
2011 (Bankr. C.D. Calif. Case No. 11-10409).  Terrell Proctor,
Esq., who has an office in Woodland Hills, California, serves as
the Debtor's bankruptcy counsel.  The Debtor estimated its assets
and debts at $10 million to $50 million.


LOUISVILLE ORCHESTRA: Struggles to Meet Payroll Obligation
----------------------------------------------------------
Elizabeth Kramer at the Courier-Journal, in Louisville, Kentucky,
reports that the Louisville Orchestra will again struggle to meet
its payroll under a court order, two months after filing for
Chapter 11 bankruptcy.

According to the Courier-Journal, the orchestra wants to reinvent
itself as a much leaner operation -- with fewer musicians, fewer
work weeks and an annual operating budget that's more than a
million dollars smaller.  While financial challenges are nothing
new to the Louisville Orchestra, this year it has plenty of
company.  Orchestras nationwide are feeling the economic pinch,
including:

  * The Honolulu Symphony that went through Chapter 7 bankruptcy
    and liquidated in 2009.

  * The Indianapolis Symphony that ended 2010 with a $2.7 million
    deficit -- the second straight year in which the orchestra
    lost money -- even after musicians agreed to a 12 percent pay
    cut.

  * Colorado Springs Symphony that ceased operations.

  * The Nashville Symphony Orchestra was in a similar situation as
    Louisville's after the economic crash of the 1980s -- but it
    managed to stay intact.

                    About Louisville Orchestra

Based in Louisville, Kentucky, Louisville Orchestra, Inc. filed
for Chapter 11 bankruptcy protection on Dec. 3, 2010 (Bankr. W.D.
Ky. Case No. 10-36321).  Judge David T. Stosberg presides over the
case.  Daniel T. Albers, Jr., Esq., Mark A. Robinson, Esq., and
Robert Wagner, Esq., at Valenti Hanley & Robinson PLLC, represent
the Debtor.  In its schedules, Louisville Orchestra disclosed it
had $412,000 in assets and $1.4 million in liabilities.


LYONDELL CHEMICAL: BASF Wants Continuing Stay Lifted
----------------------------------------------------
Bankruptcy Law360 reports that BASF Corp. is fighting to obtain
more than $135 million in contract damages that Lyondell Chemical
Co. maintains are snuffed out by the confirmation of its
Chapter 11 plan.

According to Law360, BASF asked Judge Robert E. Gerber of the U.S.
Bankruptcy Court for the Southern District of New York to lift the
continuing stay on the Lyondell case.

                       About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as part
of the USUS$12.7 billion merger. Len Blavatnik's Access Industries
owned the Company prior to its bankruptcy filing.

On January 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed for
Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A.
and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 on April 24,
2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the successor
of the former parent company, LyondellBasell Industries AF S.C.A.,
a Luxembourg company that is no longer part of LyondellBasell.
LyondellBasell Industries N.V. owns and operates substantially the
same businesses as the previous parent company, including
subsidiaries that were not involved in the bankruptcy cases.
LyondellBasell's corporate seat is Rotterdam, Netherlands, with
administrative offices in Houston and Rotterdam.


MARITIME TELECOMMUNICATIONS: S&P Assigns 'B' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B' corporate credit rating to Miramar, Fla.-based
satellite services provider Maritime Telecommunications Network
Inc.  The outlook is stable.

At the same time, S&P assigned a preliminary 'B+' issue-level
rating and '2' recovery rating to the company's proposed
$110 million senior secured term loan and $10 million revolver.
The '2' recovery rating indicates S&P's expectation of substantial
(70% to 90%) recovery in the event of payment default.

The company intends to use the proceeds from the term loan to
repay about $84 million of outstanding debt, pay a $20 million
distribution to shareholders, add $1 million of cash to the
balance sheet, and pay related fees and expenses.  S&P expects
funded debt to total about $110 million when the transaction
closes.

"The ratings on MTN reflect its narrow scope of business, revenue
concentration among large customers with significant pricing
power, uncertain growth prospects from new business lines, and a
highly leveraged financial risk profile, including elevated pro
forma operating lease-adjusted leverage of about 6.2x," said
Standard & Poor's credit analyst Allyn Arden.  "Tempering factors
include the company's leading niche position in providing
communications services to the North American cruise industry, its
stability from long-term contractual revenue, and its solid net
free cash flow generation."

MTN provides customized satellite-based communications services to
ocean vessels and offshore oil and gas drilling platforms.  The
company focuses on the North American cruise line industry and
serves about 200 ships, which generate approximately 63% of total
revenue.  The company derives the remaining 37% of its revenue
from the oil and gas, government/military, yacht, and aviation
segments.

MTN's EBITDA margin, including contributions from the wireless
joint venture, is solid at about 30%, as of the September 2010
quarter, but has weakened materially over the last few years
because of higher transponder costs, price concessions during
contract renewals, and a mix shift to lower margin segments.  S&P
expects some margin degradation over the next year because of
these factors.

Pro forma debt to EBITDA is elevated for the rating level at about
6.2x.  Despite the company's elevated leverage, S&P expects modest
improvement in credit measures over the next couple of years from
EBITDA growth and net free cash flow, a portion of which will be
used for debt repayment as per the credit agreement.

"The outlook is stable and reflects S&P's expectation that
business trends will modestly improve in the core cruise segment,
offset by uncertain growth prospects from new business lines and
the company's elevated leverage," said Mr. Arden.  S&P could lower
the rating if leverage rises above 7x due to higher transponder
costs, pricing pressure, or disappointing growth from new business
ventures.  For example, S&P calculate that a 15% decline in EBITDA
in 2011 compared with 2010 would lead to leverage exceeding 7x.
Conversely, S&P could raise the ratings if MTN is able to
profitably grow its new business segments such that leverage
declines to the low-5x area on a sustained basis.


MICHAEL A HARRIS: Billing Protocol Not Applicable for Small Case
----------------------------------------------------------------
Bankruptcy Judge John K. Olson denied Michael A. Harris' request
for reconsideration of a prior Court order denying his bid for
procedures for monthly billing and payment of interim professional
fees in the case.  The Court held that the case does constitute a
"larger chapter 11 case".

Judge Olson recounted that he denied the fee procedures motion for
two reasons -- (a) for lack of prosecution because the Debtor's
counsel failed to appear at the scheduled hearing.  Counsel
asserts in the reconsideration motion that the failure to appear
was the result of excusable neglect; and (b) on the merits.  Judge
Olson held that Local Rule 2016-1(B)(3)(b) provides in relevant
part that "[i]n larger chapter 11 cases . . . the court . . . may
consider approval for monthly payment of interim fee applications
for chapter 11 professionals."  The purpose of this deviation from
the general provisions of 11 U.S.C. Sec. 331, which provides for
professional fee applications not more often than every 120 days,
is to prevent excessive financial burden on professionals in
larger Chapter 11 cases.

Judge Olson held that the Harris case involves a chapter 11 Debtor
whose schedules value his assets -- principally real estate -- at
$1,106,995, and states that his liabilities are $2,394,296.16, of
which $2,103,372.00 are secured.  Judge Olson said the case is in
chapter 11 only because the secured debts exceed the chapter 13
maximum of $1,010,650 -- but not by so much as to turn this case
into a "larger chapter 11 case."

"I shall not attempt to define what does constitute a `larger
chapter 11 case' because I do not need to do so here," Judge Olson
wrote.  "As Justice Potter Stewart noted, in a somewhat different
context, 'I know it when I see it, and ... this case is not
that.'"

The case is In re: Michael A. Harris, (Bankr. S.D. Fla. Case No.
10-16587).  The bankruptcy case was commenced March 16, 2010.
A copy of the January 5, 2011 Order is available at
http://is.gd/NkWWnMfrom Leagle.com.


MIKE V REAL ESTATE: Files Schedules of Assets & Liabilities
-----------------------------------------------------------
Mike V. Real Estate, LLC, has filed with the U.S. Bankruptcy Court
for the Southern District of California its schedules of assets
and liabilities, disclosing:

  Name of Schedule                     Assets         Liabilities
  ---------------                      ------         -----------
A. Real Property                   $ 55,000,000
B. Personal Property                         $0
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $32,000,000
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $19,335,000
                                   -----------         -----------
      TOTAL                        $55,000,000         $51,335,000

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

La Jolla, California-based Mike V. Real Estate, LLC, filed for
Chapter 11 bankruptcy protection on January 26, 2011 (Bankr. S.D.
Calif. Case No. 11-01165).  Craig E. Dwyer, Esq., who has an
office in San Diego, California, serves as the Debtor's bankruptcy
counsel.


MIKE V REAL ESTATE: Section 341(a) Meeting Scheduled for March 1
----------------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of Mike V.
Real Estate, LLC's creditors on March 1, 2011, at 10:30 a.m.  The
meeting will be held at the Office of the U.S. Trustee, 402 W.
Broadway (use C Street Entrance), Suite 1360, Hearing Room B, San
Diego, CA 92101.

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.

La Jolla, California-based Mike V. Real Estate, LLC, filed for
Chapter 11 bankruptcy protection on January 26, 2011 (Bankr. S.D.
Calif. Case No. 11-01165).  Craig E. Dwyer, Esq., who has an
office in San Diego, California, serves as the Debtor's bankruptcy
counsel.  According to its schedules, the Debtor disclosed
$55,000,000 in assets and $51,335,000 debts.


MORTGAGES LTD: Judge Nixes Appeal on ML Manager & Borrowers Deal
----------------------------------------------------------------
Bankruptcy Law360 reports that Federal Judge Mary H. Murguia has
thrown out a bankruptcy appeal lodged by investors who challenged
settlements reached by ML Manager LLC, which is the loan manager
of Mortgages Ltd., and a group of borrowers.

                        About Mortgages Ltd.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/
-- acted as a full service private lender prior to filing for
bankruptcy.  Through its licensed broker dealer, Mortgages Ltd.
Securities, ML received money raised from approximately 2,700
investors for placement into loans secured by real estate located
solely in Arizona.  These accredited investors financed the
lending operations of ML and received as collateral for their
funding direct fractional interests in "pass through" loans and
deeds of trust or membership interests in "Opportunity Funds"
which held fractionalized interests in loans and deeds of trust.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presides over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of December 31, 2007, the Debtor had
total assets of $358,416,681 and total debts of $350,169,423.

The Debtor recently emerged from Chapter 11 bankruptcy with an
approved reorganization plan.


MSR RESORT: Receives Loan Offers From Singapore & Paulson
---------------------------------------------------------
MSR Resort Golf Course LLC and its affiliates, owners of the Grand
Wailea Resort Hotel & Spa in Hawaii and four other luxury resorts
in bankruptcy, received two competing loan offers, one from the
Singapore government, Tiffany Kary at Bloomberg News reports,
citing a lawyer for the properties' owner.  The government of
Singapore already invested in two mezzanine loans in the Company
valued at $250 million and $110 million.

Paulson & Co., a New York-based hedge fund that seized the resorts
in a foreclosure auction last week, offered the other loan with
Five Mile Capital Partners LLC, said Paul Basta, Esq., at Kirkland
& Ellis, LLP.

MSR will consider both offers for a so-called debtor-in-possession
loan to fund the resorts in bankruptcy, Mr. Basta told U.S.
Bankruptcy Judge Sean H. Lane at a hearing Feb. 2 in Manhattan,
according to the Bloomberg report.

MSR will work with adviser Houlihan Lokey Howard & Zukin Capital
Inc. for the next 30 days on the issue, he said.

"We'll be back to court very soon with a proposal for financing
that's the best we're able to obtain," Mr. Basta said.

Judge Lane has approved the resorts' request to use the lenders'
cash collateral on an interim basis.

                         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 Feb. 1, 2011, 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 Feb. 1.
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.


MTM PARTNERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: MTM Partners, L.L.C.
        323 Page Bacon Road, Suite 17
        Mary Esther, FL 32569

Bankruptcy Case No.: 11-30123

Chapter 11 Petition Date: February 1, 2011

Court: U.S. Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: Jason Royce Mosley, Esq.
                  GALLOWAY, JOHNSON, TOMPKINS, ET AL
                  118 E. Garden Street
                  Pensacola, FL 32502
                  Tel: (850) 436-7000
                  Fax: (850) 436-7099
                  E-mail: jmosley@gjtbs.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 McMichael, president.


MYSPACE INC: "Now Is The Right Time" for Sale, News Corp. Says
--------------------------------------------------------------
Anthony Ha, writing for VentureBeat, reports that News Corp. chief
operating officer Chase Carney said on February 2 that "now is the
right time" to consider selling Myspace or finding some other way
to restructure its relationship with the parent company.

"With a new structure in place, now is the right time to consider
strategic options for this business," Mr. Carney said during a
conference call with analysts, according to VentureBeat.  "The new
Myspace has been very well-received by the market and we have some
very encouraging metrics.  But the plan to allow Myspace to reach
it's full potential may be best achieved under a new owner."

As reported in the January 12 edition of the Troubled Company
Reporter, MySpace has unveiled plans cutting nearly half of its
staff worldwide, or about 500 employees, after an extensive revamp
in October 2010 overhauled its look and allowed it to be run with
fewer workers.  Myspace reduced its staff by nearly 30% in the
summer 2010, or about 420 jobs.

Myspace is a social networking Web site headquartered in Beverly
Hills, California.


NIELSEN COMPANY: Fitch Upgrades Issuer Default Ratings to 'B+'
--------------------------------------------------------------
Fitch Ratings has upgraded its ratings for the Nielsen Company,
B.V., and Nielsen Finance LLC and Nielsen Finance Co. including
the companies' Issuer Default Ratings which were upgraded to 'B+'
from 'B'.  The Rating Outlook remains Positive.

Rating and Outlook Rationale:

  -- The upgrade reflects the successful IPO and mandatory
     convertible note issuance, with the planned use of proceed to
     reduce debt by $1.8 billion (face value of debt).  Pro forma
     for the debt reduction, Fitch calculates gross unadjusted
     leverage at 5.1 times (significantly down from 11.3x in
     2006).

  -- Since the company was acquired in 2006, new ownership has
     meaningfully restructured the organization around key
     business lines and aggressively streamlined costs.  Given the
     contractual and diversified nature of its revenue stream and
     the benign competitive environment for key businesses,
     Nielsen was much more resilient during the downturn than
     other media companies, exhibiting revenue and EBITDA growth,
     as well as positive free cash flow through the trough of the
     downturn.  Going forward, Fitch expects Nielsen will continue
     to generate meaningful organic revenue growth and that growth
     should be able to outpace the U.S. economy under most
     economic conditions/scenarios.

  -- Nielsen enjoys limited competition in its core audience
     measurement business, and over time competitive threats could
     emerge.  There are meaningful barriers to entry.  Fitch
     believes there are significant investments that would be
     required by any potential competitors and meaningful
     complexity associated with attempting to replicate Nielsen's
     offerings.  While increased competition could result in
     revenue pressure (lost share), incremental costs
     (talent/sales/services), and some free cash flow pressure
     (investments in offerings), this risk is accommodated in the
     rating.

  -- The ratings also reflect the refinancing risk associated with
     $1.8 billion in secured term loans due in 2013.  This risk is
     mitigated to an extent by Nielsen's access to debt markets
     (demonstrated several times by new issuances in a challenging
     debt market) and Fitch's expectation that senior secured
     leverage will be around 3.25x.

Key Rating Drivers:

  -- Continued improvement in operating trends with gross leverage
     below 5x and interest coverage above 3x over the next 18-24
     months could result in continued positive ratings momentum.

  -- Positive rating action may also be driven by Fitch's comfort
     with post-IPO financial policy which was commensurate with a
     higher rating (which could include maintaining gross
     unadjusted leverage around 5x).

  -- Near-term, the most likely drivers of rating pressure include
     a material debt-funded acquisition or an unexpected dividend
     policy that materially reduced free cash flow.

Nielsen pre released 2010 revenues and operating income figures.
Revenues for 2010 are expected to be up 5.8% to 6.2% on a
constant currency basis.  Fitch estimates EBITDA of approximately
$1.3 billion, up 5% from 2009, with EBITDA margins of 26%.  Fitch
models EBITDA growth in the mid to high single digits in 2011, off
of mid single digit growth from revenues.  The higher pace in
EBITDA growth reflects efficiencies from productivity initiatives,
benefit from cost restructurings and the operating leverage of the
business.

Fitch believes Nielsen's liquidity is sufficient.  At Sept. 30,
2010, liquidity was composed of $420 million of cash on hand and
$668 million available under the senior secured revolver due in
2012.  In the 12 months ended Sept. 30, 2010, Fitch calculates the
company generated $170 million of FCF.  Going forward, Fitch
anticipates capex to remain below $300 million annually.  As a
result, Fitch expects the company to continue to generate material
positive FCF and anticipates that it will be dedicated toward debt
repayment, smaller acquisitions, and eventually shareholder
returns.

Pro forma for IPO, convertible note and the recent Nielsen Finance
unsecured note issues, total debt at Sept. 30, 2010 was
approximately $6.8 billion, consisting primarily of $5 billion in
secured term loans ($1.8 billion due 2013, $2.7 billion due 2016,
$500 million due 2017); approximately $150 million in Nielsen debt
coming due in 2011 to 2012(legacy debt prior to the LBO);
approximately $200 million of senior notes due 2014; approximately
$300 million of senior notes due 2016; and $1.1 billion of senior
notes due 2018.  The company has been active in managing its near-
term maturities, and they are manageable over the next several
years.

Under Fitch's hybrid security criteria, the 6.25% Mandatory
Convertible Subordinated notes due 2013 are afforded 100% equity
credit.  These notes will automatically convert on Feb. 1, 2013
(less than three years) into common equity and have a set
conversion rate (a max of 2.1739 and a min of 1.8116).  In
September 2010, Fitch stated that it would conduct a review of its
hybrid criteria.  Even if the results of this criteria review
resulted in no equity credit for the convertible notes, there
would be no impact on Nielsen's ratings or the issue ratings on
the convertible notes.

Nielsen's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company, and hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (going-
concern) rather than a liquidation.  Fitch's recovery analysis
assumes that the company is restructured at the point at which its
EBITDA breaches its covenants (approximately a 35% decline from
LTM levels).  In this distressed scenario, Fitch estimates the
group could be sold for a 6x multiple of LTM EBITDA.  Fitch notes
the company was acquired at slightly less than 12x in the LBO and
Fitch estimates the recent IPO valued Nielsen at approximately
12x.

On this basis, Fitch estimates Nielsen Finance's senior secured
creditors could recover in the 71%-90% range represented by its
'RR2' Recovery Rating.  Given that the senior secured is not fully
recovered, Fitch estimates no recovery ('RR6') for other classes
of debt.  Fitch notches the Nielsen Finance senior unsecured notes
down two notches to 'B-' to reflect its priority position relative
to other debt in the capital structure.  Fitch notches the debt
issued by Nielsen by three notches to 'CCC'.

Fitch has upgraded these ratings:

Nielsen

  -- IDR to 'B+' from 'B';
  -- Senior Unsecured Notes to 'CCC'/RR6 from 'CC'/RR6.

Nielsen Finance

  -- IDR to 'B+' from 'B';
  -- Senior Secured Bank Facility to 'BB'/RR2 from 'BB-'/RR2;
  -- Senior Unsecured Notes to 'B-'/RR6 from 'CCC'/RR6;
  -- Senior Subordinated Notes 'CCC'/RR6 from 'CC'/RR6.

Fitch has assigned these ratings:

Nielsen

  -- Mandatory Convertible Subordinated Notes 'CCC'/RR6.

Fitch has withdrawn these ratings (as Fitch does not expect
Nielsen or Nielsen Finance to be a commercial paper issuer in the
near term):

Nielsen

  -- Short-term IDR 'B'.

Nielsen Finance

  -- Short-term IDR 'B'.

The Outlook is Positive.


NORTH AVENUE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: North Avenue Partners, LLC
        4475 River Green Parkway
        Duluth, GA 30096

Bankruptcy Case No.: 11-53377

Chapter 11 Petition Date: February 1, 2011

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

Debtor's Counsel: Brian L. Schleicher, Esq.
                  NORTH ATLANTA LAW GROUP, P.C.
                  Suite 100, 11680 Great Oaks Way
                  Alpharetta, GA 30022
                  Tel: (770) 667-1290
                  Fax: (770) 667-1690
                  E-mail: bschleicher@northatlantalaw.net

Scheduled Assets: $3,923,803

Scheduled Debts: $4,792,948

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

The petition was signed by Lee Najar, manager.


OPTI CANADA: Declining Liquidity Cues' Moody's 'Caa3' Rating
------------------------------------------------------------
Moody's Investors Service lowered OPTI Canada Inc.'s Corporate
Family Rating to Caa3 from Caa2, C$190 million secured first-lien
revolving facility to B2 from B1, US$525 million secured first-
lien 1B notes to B3 from B2, US$300 million secured first-lien 1C
notes to Caa1 from B3 and US$1.75 billion senior secured second-
lien notes to Ca from Caa3.  The rating outlook remains negative.

                        Ratings Rationale

The lowering of the ratings reflects OPTI's declining liquidity
and Moody's views that the company will be unable to meet all of
its cash requirements in 2011.  Moody's estimate that at the end
of December 2010, OPTI had $175 million of cash.  In 2011, cash
interest will be $180 million and OPTI's share of Long Lake capex
will be $150 million, with another $50 million for their share of
the Phase 2 SAGD site (Kinosis) possible, and Moody's expects only
breakeven to slightly positive operating cash flow from the Long
Lake project.  At December, 2010, the $190 million revolver was
fully available, but as it matures in December, 2011, Moody's do
not consider it an available source of liquidity.  As well, the
$525 million 1B notes mature in December, 2012.

The negative outlook reflects Moody's views that OPTI's capital
structure is unsustainable and will likely need to be
restructured.  A downgrade will occur if OPTI files for creditor
protection or restructures its debt in a manner economically
detrimental to the full claims of its lenders.

The ratings of the various rated debt instruments reflect their
priority of claim on OPTI's assets under Moody's Loss Given
Default Methodology.  The revolver lenders are the first ranking
lenders, followed by the 1B and then the 1C notes.  The second-
lien note holders rank last.

OPTI Canada Inc., headquartered in Calgary, Alberta, holds a 35%
interest in Long Lake, an in-situ oil sands operation near Fort
McMurray, Alberta.


OTTER TAIL: Green Plains-Led Auction on Feb. 16
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Otter Tail AG Enterprises LLC sought and obtained
approval to conduct an auction for its 55-million gallon-a-year
ethanol plant in Fergus Falls, Minnesota, on Feb. 16.  Initial
bids are due Feb. 11.  A hearing for approval of the sale is
scheduled for Feb. 17.

As reported in the Jan. 14, 2011, Green Plains Renewable Energy,
Inc., through newly formed entity OTAV LLC, has signed an asset
purchase agreement to acquire the dry-mill ethanol plant, absent
higher and better bids at the auction.  The assets to be sold
consist of the real property, buildings, process equipment,
including the Solid Waste Facility, and other fixed assets of the
ethanol manufacturing plant.  The purchased assets will also
include input, product, and parts inventories.  The parties agreed
for a purchase price of a) a base price of $55,000,000 comprised
of assumed indebtedness and a cash payment; b) payment for prepaid
expenses at closing; and c) payment for inventories.  The
estimated total purchase price is $62,544,486.

A partial source of the buyer's funds will be from financing from
Agstar Financial Services, PCA, the Debtor's largest secured
creditor, and a portion of the purchase price will include the
assumption of the MMCDC New Markets Fund II, LLC indebtedness.

The APA also includes an expense reimbursement up to $100,000.

OTAV may terminate the APA if it is the successful bidder at the
auction and the closing does not occur on or before April 15.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
recounts that Otter Tail, having negotiated a consensual
reorganization with most of its larger creditors, intended to
reorganize with a Chapter 11 plan.  When Otter Tail was unable to
raise the $12.5 million in required equity, it decided to sell.

                        About Green Plains

Green Plains Renewable Energy, Inc. (Nasdaq:GPRE) is North
America's fourth largest ethanol producer, operating a total of
eight ethanol plants in Indiana, Iowa, Michigan, Nebraska and
Tennessee with annual expected operating capacity totaling
approximately 657 million gallons.  Green Plains owns 51% of
Blendstar, LLC, a biofuel terminal operator which operates nine
blending or terminaling facilities in seven states in the south
central United States.

                         About Otter Tail AG

Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC
-- http://www.ottertailethanol.com/-- owns and operates a
nameplate capacity 55 million gallon annual production plant of
undenatured ethanol in Fergus Falls, Minnesota.  The Company
processes approximately 20 million bushels of corn into
approximately 55 million gallons of ethanol each year.  In
addition, the Company sells distillers grains, a principal
co-product of the ethanol production process.

The Company filed for Chapter 11 on Oct. 30, 2009 (Bankr. D. Minn.
Case No. 09-61250).  Attorneys at Mackall, Crounse & Moore, PLC,
represent the Debtor in the Chapter 11 case.  Carl Marks Advisory
Group LLC is the financial advisor.

The Debtor disclosed assets of $66.4 million against $86 million
in debt, nearly all secured, in its schedules.  The largest
secured creditor is AgStar Financial Services, owed $40.9 million.


PENINSULA GAMING: Moody's Assigns 'Ba3' Rating to $80 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD2 ,29%) rating to
Peninsula Gaming, LLC's proposed add-on issuance of $80 million
senior secured notes due 2015.  All PGL's existing ratings,
including its B2 Corporate Family Rating and Probability of
Default Rating, and stable rating outlook remain unchanged.

Proceeds from proposed offering plus the already issued add-on
senior unsecured notes of $50 million, planned slot vendor and
equipment financing of $42 million and cash flow from existing
and future operations will be used to fund the first phase of a
$295 million casino project named Kansas Star in Mulvane, Kansas,
approximately 14 miles south of Wichita, KS.  Construction is
expected to begin in the first quarter of 2011 with an initial
opening in January 2012 to operate 1,310 slot machines and 32
table games in a temporary facility.  The assigned rating of the
add-on senior secured notes is subject to completion of a series
of transactions and final review of the terms and documentations.

The rating action is:

Rating assigned:

* $80 million senior secured notes add-on due 2015 -- Ba3 (LGD2,
  29%)

Existing Ratings:

* Corporate Family Rating -- B2

* Probability of Default Rating -- B2

* $240 million senior secured notes due 2015 -- Ba3(LGD2, 29%)

* $305 million senior unsecured notes due 2017 -- Caa1(LGD5, 79%)

* $50 million senior unsecured notes add-on due 2017 -- Caa1(LGD5,
  79%)

                        Ratings Rationale

The B2 corporate family rating primarily reflects PGL's high
financial leverage due to weaker than Moody's expected operating
performance from existing casinos, particularly the two properties
located in Louisiana.  The rating also incorporates the increased
business risks associated with a ground-up casino development.
The B2 rating has taken into account the expected significant
increase in debt/EBITDA to well above 7.0x throughout 2011 during
the construction period and the gradual decrease of the leverage
ratio after the planned opening of the casino in a temporary
facility starting in January 2012.  The B2 CFR gains support from
the company's expected good liquidity and relative stability of
PGL's regional-focused markets throughout the recession.

The stable ratings outlook reflects Moody's expectation that
property level EBITDA generation from the existing four casinos in
Iowa and Louisiana will remain relatively steady and the company
will maintain a sound liquidity position.  The stable outlook also
assumes that PGL is able to obtain project financings on a timely
basis, the Kansas casino will open on time and on budget, and that
the primary market area will provide enough guest traffic and
spending for the casino to generate sufficient cash flow to reduce
the company-wide debt/EBITDA to below 5.5x one year after its
opening.  Further, while at this junction it is impossible to
predict the outcome of the recent budget proposal by the Governor
of Iowa to raise state casino tax rate, the increase of the rate
as proposed is significant and could result in meaningful impact
on PGL's profitablity and thus downward pressure on ratings or
outlook.

PGL is a holding company whose primary assets are equity
interests in its wholly owned subsidiaries, which own and
operate the Diamond Jo casino in Dubuque, Iowa, the Evangeline
Downs Racetrack and Casino in St.  Landry Parish, Louisiana, the
Amelia Belle Casino located in Amelia, Louisiana, and the Diamond
Jo Worth casino in Worth County, Iowa.  Consolidated net revenues
for the fiscal year ended December 31, 2009, were approximately
$308 million.


POINT BLANK: Seeks Approval on Backstop Purchase Agreement
----------------------------------------------------------
BankruptcyData.com reports that Point Blank Solutions filed with
the U.S. Bankruptcy Court a motion for authorization to enter into
a subscription and backstop purchase agreement with Prescott Group
Capital Management LLC, Privet Opportunity Fund I LLC, and
Lonestar Capital Management, LLC, as manager to PB Funding, LLC.

Under the agreement, Privet and Prescott will subscribe directly
for, and purchase, an additional $6,343,500 of New Common Stock.
If the Debtors require additional financing and an Exit Facility
is unavailable, or cannot be obtained in an amount or on terms and
conditions acceptable to the Backstop Purchasers, they may
increase the Rights Offering up to a maximum of $14,427,500,
together with a proportionate increase in the direct issuance to
Privet and Prescott of up to a maximum of $10,572,500, for a total
of up to $25,000,000 of New Common Stock.

According to the Debtors, "The Backstop Agreement is an integral
component of the Plan. Without the proceeds assured by the
Backstop Purchasers' commitments under the Backstop Agreement, it
is unlikely that the Debtors would be able to raise an adequate
amount of capital through the Rights Offering or have a viable
strategy for exiting from chapter 11, an untenable result for the
Debtors that, by and large, are still dependent upon infusions of
capital to fund their operations."

                         About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection on April 14, 2010 (Bankr. D. Del. Case No.
10-11255).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel
to the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP
serves as corporate counsel.  T. Scott Avila of CRG Partners Group
LLC is the restructuring officer.  Epiq Bankruptcy Solutions
serves as claims and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  The Equity Committee has tapped Morrison
Cohen LLP, and The Bayard, P.A., as counsel.  Robert M. Hirsh,
Esq., and Heike M. Vogel, Esq., at Arent Fox LLP, serve as counsel
to the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at Messana Rosner & Stern LLP, serve as
co-counsel.


POMPANO CREEK: Section 341(a) Meeting Scheduled for March 10
------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Pompano
Creek Associates, LLC's creditors on March 10, 2011, at 10:30 a.m.
The meeting will be held at U.S. Courthouse, 299 E Broward
Boulevard #411, Ft Lauderdale, FL 33301.

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.

Vienna, Virginia-based Pompano Creek Associates, LLC, filed for
Chapter 11 bankruptcy protection on January 26, 2011 (Bankr. S.D.
Fla. Case No. 11-11989).  Loretta Bangor, Esq., at the Law Office
of Loretta Bangor, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million.


RADIENT PHARMACEUTICALS: Agrees to Sell $8.4MM Convertible Notes
----------------------------------------------------------------
On January 31, 2011, Radient Pharmaceuticals Corporation announced
the signing of a definitive agreement for the private sale of
Convertible Notes and Warrants in the original principal amount of
$8.4 million and the right to purchase RPC common stock.  RPC
intends to use the net proceeds from the Note for general
corporate purposes, including activities related to the long-term
commercialization of RPC's Onko-SureTM in vitro diagnostic (IVD)
cancer test.

The $8.4 million of Note issued pursuant to this transaction has
an 11 month term and will be initially convertible in whole or in
part into shares of RPC common stock at the conversion price equal
to $0.60 per share, subject to adjustment.  Each buyer will pay
$888.88 for each $1,000.00 of principal amount of Notes and
related Warrants to be purchased at closing.  The conversion price
of the Notes are subject to adjustment upon the occurrence of
certain events, including recapitalization, stock splits, and
similar corporate actions.  Each buyer will receive a Series A
Warrant and a Series B Warrant, each of which has a five year
term.  The Series A Warrants are initially exercisable at $0.67
per share and the Series B Warrants are initially exercisable at
$0.8175 per share.  The exercise price of the Warrant and the
number of warrant shares is subject to adjustment upon the
occurrence of certain events, including capital adjustments and
reorganizations.  The Company is required to file a registration
statement to register for resale 130% of the number of shares of
common stock issuable upon conversion of the Note and exercise of
the Warrant on or before February 9, 2011.

Reedland Capital Partners, an Institutional Division of Financial
West Group, member FINRA/SIPC, served as the company's placement
agent and financial advisor in connection with the financing.

"This financing, when combined with the previously announced
ongoing and anticipated debt conversions and exchanges, will put
RPC in a dramatically improved financial position that allows for
the rapid commercialization of our Onko-Sure(R) IVD cancer test.
It also reflects the strong support from RPC investors that
believe in the potential of our Onko-Sure IVD cancer test and have
confidence in the Company's management team and business
strategy," said Douglas MacLellan, Chairman and CEO of RPC.

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by August 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company incurred a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at December 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$23.56 million in total assets, $34.22 million in total
liabilities, and a stockholders' deficit of $10.66 million.


RADIENT PHARMACEUTICALS: Seeks to Withdraw Form S-1 Registration
----------------------------------------------------------------
In a letter dated January 31, 2011, Louis Taubman, Esq., at Leser
Hunter Taubman & Taubman, in New York, counsel to Radient
Pharmaceuticals Corporation, requested to withdraw the company's
Registration Statement on Form S-1 which the company initially
filed with the Securities and Exchange Commission on May 3, 2010,
under the Securities Act of 1933, as amended.  The initial
Registration Statement was not declared effective.

The May 3 prospectus relates to the resale of up to 67,058,767
shares of the Company's common stock, $0.001 par value.

                   About Radient Pharmaceuticals

Headquartered in Tustin, Calif., Radient Pharmaceuticals
Corporation -- http://www.Radient-Pharma.com/-- is engaged in the
research, development, manufacturing, sale and marketing of its
ONKO-SURE(TM) a proprietary IVD Cancer Test in the United States,
Canada, China, Chile, Europe, India, Korea, Taiwan, Vietnam and
other markets throughout the world.

Radient said in October 2010 it incurred a trigger event on the
12% Convertible Notes issued in first and second quarter of 2010
due to its failure to have the related registration statement
declared effective by June 1, 2010.  The Company filed on Sept. 7,
2010, an Event of Default under those same notes occurred since it
did not hold the related shareholder meeting by August 31, 2010.

As reported in the Troubled Company Reporter on April 19, 2010,
KMJ Corbin & Company LLP, in Costa Mesa, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following its 2009 results.  The independent
auditors noted that the Company incurred a significant operating
loss and negative cash flows from operations in 2009 and had a
working capital deficit of $4.2 million at December 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$23.56 million in total assets, $34.22 million in total
liabilities, and a stockholders' deficit of $10.66 million.


RAFAELLA APPAREL: S&P Raises Corporate Credit Rating to 'B+'
------------------------------------------------------------
On Feb. 2, 2011, Standard & Poor's Ratings Services said that it
raised its corporate credit rating on New York-based Rafaella
Apparel Group Inc. to 'B+' from 'CC'.  The rating outlook is
stable.

"S&P removed all ratings from CreditWatch, where they were placed
with positive implications on Jan. 10, 2011, following the
announcement that it had entered into a definitive agreement in
which Perry Ellis International, Inc would acquire substantially
all of the assets of Rafaella," said Standard & Poor's Credit
analyst Linda Phelps.

S&P subsequently removed all of its ratings on Rafaella Apparel
Group Inc.

The rating action follows the completion of the transaction in
which Perry Ellis International Inc. acquired substantially all of
the assets of Rafaella for $80 million and warrants to purchase
106,564 shares of common stock.  Rafaella has paid down its
existing debt with the cash proceeds from the transaction and
Perry Ellis will not assume any debt with this merger.

S&P's rating outlook on Rafaella Apparel Group Inc. is stable,
reflecting the company's enhanced business and financial profiles
due to its acquisition by Perry Ellis.  Following this rating
upgrade, S&P will withdraw its corporate credit rating on
Rafaella.


RDK MUNICIPAL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: RDK Municipal Truck Center, Inc.
        3214 Adamo Drive
        Tampa, FL 33605

Bankruptcy Case No.: 11-01878

Chapter 11 Petition Date: February 1, 2011

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

Debtor's Counsel: Alberto F. Gomez, Jr., Esq.
                  MORSE & GOMEZ, PA
                  119 S. Dakota Avenue
                  Tampa, FL 33606
                  Tel: (813) 301-1000
                  E-mail: algomez@morsegomez.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 Richard D. Kemner, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
RDK Truck Sales & Service Inc.        11-01877            02/01/11


RDK TRUCK: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: RDK Truck Sales & Service, Inc.
        3214 Adamo Drive
        Tampa, FL 33605

Bankruptcy Case No.: 11-01877

Chapter 11 Petition Date: February 1, 2011

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

Debtor's Counsel: Alberto F Gomez, Jr., Esq.
                  MORSE & GOMEZ, PA
                  119 S. Dakota Avenue
                  Tampa, FL 33606
                  Tel: (813) 301-1000
                  E-mail: algomez@morsegomez.com

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

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

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

The petition was signed by Richard D. Kemner, president.


REVEL AC: Moody's Assigns 'Caa1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned Caa1 Corporate Family and
Probability of Default ratings to Revel AC, LLC.  A B3 was
assigned to the company's $850 million 6-year first lien term
loan and $50 million 6-year revolving line of credit.  The rating
outlook is stable.

Revel AC, LLC, is a privately held company that is currently
developing Revel AC, a $2.4 billion entertainment resort and
casino located on the Boardwalk in the south inlet of Atlantic
City, NJ.

Proceeds from the $850 term loan along with proceeds from a new
$304.4 million 12% 7-year second lien mezzanine loan (not rated)
will be used to fund the remaining $1.1 billion costs to complete.
These include $600 million of remaining hard costs, $337 million
of other soft costs and $178 million of capitalized interest and
fees.

New Ratings Assigned:

* Corporate Family Rating at Caa1

* Probability of Default Rating at Caa1

* $50 million 6-year first lien revolving line of credit at B3
  (LGD 3, 37%)

* $850 million 6-year first lien term loan at B3 (LGD 3, 37%)

                        Ratings Rationale

The Caa1 Corporate Family Rating and Probability of Default Rating
(PDR) reflect the considerable development and ramp-up risk
associated with Revel AC.  Although a large portion of the casino
is finished -- the outer shell is complete -- development risk is
still meaningful.  There is over $1 billion of costs remaining on
the project which is not scheduled to open for another 15 months.
As a result, there are significant opportunities for delays and
unforeseen problems that could make it difficult to open on time
and on budget.

The ratings also reflect Revel's challenge of achieving targeted
business volumes in a gaming market that Moody's expects will see
a further and substantial decline in gaming revenue.  The Atlantic
City gaming market is faced with increasing competition from new
and more convenient gaming venues in the northeastern U.S. Gaming
revenues in Atlantic City have declined steadily and significantly
in the past few years.  Additionally, there is no assurance that
economic condition at the time of opening will be strong enough to
support the company's initial ramp-up expectations.  Assuming
targeted levels are met, the company's first full year of
operations still result in high pro forma debt/EBITDA -- about 6
times.

The ratings are supported by Revel's attractive concept and design
that Moody's believes will provide it with a competitive advantage
over other Atlantic City casinos.  It is particularly attractive
as it relates to the company's ability to attract mid-week group
business, as, unlike most of Atlantic City's existing casinos,
Revel is designed to accommodate large group meetings.  The
attractive mix of product offerings in terms of quality and
quantity should also enable Revel to attract this highly
profitable business.

The stable outlook reflects Revel's good liquidity.  The proposed
financing will fully fund the remaining project costs, including
an interest reserve on the first lien term loan that will prefund
two years of interest payments, and will contain the appropriate
contingency reserves for a project of this size and scope.
Additionally, Revel's proposed mezzanine loan will pay interest
in-kind for the first two and a half years, with the option to pay
in PIK or in cash for six months thereafter.

The B3 rating on the $50 million revolving line of credit and
$850 million term loan is one-notch above Revel's Caa1 CFR.  This
difference reflects the significant credit support provided by the
second lien mezzanine debt below it in the capital structure.

The ratings could be downgraded prior to opening if there is any
event that causes a delay in the project's opening or a total
project cost that is greater than currently planned.  Ratings
could also be downgraded if Moody's believes that Revel will not
be able obtain the advanced bookings necessary to ramp-up at a
rate to achieve targeted business volumes.  The ratings could also
be lowered if Moody's believes that recurring EBITDA less capital
expenditures to total interest expense will not approach 1.0 time
by June 2013, or if the probability of default increases for any
reason.

A higher rating is not likely over the near-term given the
development status of the project and prospective nature of the
rating.  A higher rating would require that the project open on
time and on budget and that Moody's believes that recurring EBITDA
minus capital expenditures to total interest expense will exceed
1.0 times.

This is a first time rating on Revel AC, LLC.

Revel AC, LLC, is a privately held company that is developing
Revel AC, a $2.4 billion entertainment resort and casino located
on the Boardwalk in the south inlet of Atlantic City, NJ.


RMAA REAL: U.S. Trustee Wants Case Converted to Chapter 7
---------------------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region 4,
has requested the U.S. Bankruptcy Court for the Eastern of
District of Virginia to convert the involuntary Chapter 11 case
against RMAA Real Estate Holdings, LLC, to a case under Chapter 7,
or alternatively, to dismiss the case.

In support of the motion, the U.S. Trustee said the Debtor's only
assets appear to be causes of action relating to a single piece of
real estate, a house, located in Leesburg, Virginia, and that the
merits of these causes of action can best be evaluated and acted
upon by a disinterested trustee in Chapter 7.

In addition, the United States Trustee said there does not appear
to be any unusual circumstances in this case that would result
in a finding that either dismissal or conversion of this case is
not in the best interest of the creditors of the estate.

The hearing on the U.S. Trustee's motion has been scheduled for
February 8, 2011, at 11:00 a.m.

                      About RMAA Real Estate

Ashburn, Virginia-based RMAA Real Estate Holdings, L.L.C., was
placed into involuntary Chapter 11 bankruptcy (Bankr. E.D. Va.
Case No. 10-16505) on August 3, 2010, by three creditors allegedly
owed $295,000.  The petitioning creditors Brevon Developers, Inc.,
Brett Anthony Amendola, and Roger Amendola assert breach of
contract claims.  They are represented by John Paul Forest, II,
Esq., at Stahl Zelloe, P.C., in Fairfax, Virginia.

On September 13, 2010, Socrates Torres filed an involuntary
petition against RMAA (Bankr. E.D. Va. Case No. 10-17701).  The
involuntary summons was never served and the case was dismissed
for failure to prosecute.


RUGGED BEAR: Amends List of 20 Largest Unsecured Creditors
----------------------------------------------------------
The Rugged Bear Company has filed with U.S. Bankruptcy Court for
the District of Massachusetts its amended list of 20 largest
unsecured creditors, disclosing:

  Entity                         Nature of Claim      Claim Amount
  ------                         ---------------      ------------
Detwiler Fenton Group, Inc.
100 High Street
Suite 2800
Boston, MA 02110                   noteholder           $755,000

The Boston Globe
P.O. Box 415071
Boston, MA 02241-5071            non-trade vendor       $278,308

Kamik/Genfoot
c/o Mary Gustafson
Genfoot America, Inc.                vendor             $242,201

EEAN Fashions                        vendor             $169,202

Donald C. Jones                  promissory note        $166,667

Urstadt Biddle Properties, Inc.       rent              $159,229

Stop & Shop Supermarket Co.           rent              $121,753

Chestnut Hill Shopping                rent              $115,689

Cotton Kids/Beadecked Inc.           vendor             $109,944

Nagog Mall, LLC                       rent               $80,947

Turtle Fur Company & Nordic          vendor              $78,464

Kliger Weiss Infosystems         non-trade vendor        $76,706

Wee Ones, Inc.                       vendor              $73,555

Tophand Innovative Accessories LTD.  vendor              $73,306

Washington Shoe Company              vendor              $71,861

Edens & Avant Wellesley (E&A), LLC    rent               $70,288

Merrell Wolverine World Wide, Inc.   vendor              $68,212

Artimoda S A                         vendor              $66,819

Century Partners LTD                  rent               $65,869

DZ Trading LTS                       vendor              $65,743

Cotton Resources Globaltex Inc. has been taken off the list and
replaced with Donald C. Jones.

                       About The Rugged Bear

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.


S & Y ENTERPRISES: Court Sets March 4 Bar Date for Proofs of Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
fixed March 4, 2011, at 5:00 p.m. as the bar date for the filing
of proofs of claim against the estate of S & Y Enterprises, LLC.

The bar date for governmental units is May 10, 2011.

Proofs of claim must be received by the Clerk of the Bankruptcy
Court on or before the applicable bar dates at the following
address:

     United States Bankruptcy Court
     Eastern District of New York
     271 Cadman Plaza East
     Brooklyn, NY 11201

                  About S & Y Enterprises, LLC

Brooklyn, New York-based S & Y Enterprises, LLC, own and maintain
real estate.  The Company filed for Chapter 11 protection on
November 11, 2010 (Bankr. E.D. N.Y. Case No. 10-50623).  David
Carlebach, Esq., who has an office in New York, assists the Debtor
in its restructuring effort.  The Company disclosed $20,014,678 in
assets and $8,700,899 in liabilities as of the Chapter 11 filing.


SATISFIED BRAKE: Intellectual Property Dispute Cues Bankruptcy
--------------------------------------------------------------
Danielle Vandenbrink, writing for Standard-Freeholder in Montreal,
Canada, reports that Satisfied Brake has filed for bankruptcy on
January 12, leaving employees from its Cornwall plant permanently
laid off.  According to the report, Montreal firm Litwin Boyadjian
has been appointed as trustee.

According to the report, competitor company BPI sued Satisfied
Brake in 2009 over "ownership of specific formulas," prompting a
court injunction in December 2010 preventing the company from
continuing operations on most of its products.  The Cornwall plant
has been shut down since Jan. 3, when employees were given notice
of temporary layoff pending the outcome of a lawsuit in the U.S.

The report relates the notice informed employees they would be
paid outstanding wages, as required by the Wage Earner Protection
Act, which comes into effect when employees lose their jobs as a
result of bankruptcy.  The letter directs workers to file a claim
for wages through Service Canada by Feb. 26.

The report says bankruptcy documents list the Company's total net
book value of assets as worth an estimated $16.5 million.  The
report notes the employees are among 170 entities listed as
creditors in the bankruptcy documents, including many Cornwall and
area companies.

Satisfied Brake is a brake manufacturer headquartered in Dorval,
Quebec, in Canada.


SCANWOOD CANADA: Declared Insolvent by Halifax Court
----------------------------------------------------
CBC/Radio-Canada reports that Scanwood Canada Ltd., a furniture
maker in Dartmouth, Nova Scotia, was declared insolvent on
Wednesday by a Halifax court.  The Company was placed in creditor
protection and Green Hunt Wedlake was appointed to monitor
Scanwood.  The company is continuing as an on-going business.

According to the report, one of Scanwood's creditors, RBC Royal
Bank, unexpectedly called a $2.1-million line of credit in
January, which triggered the events leading to Wednesday's court
order.  The order protects Scanwood from creditors until March 3.

Secured creditors agreed to the order on Wednesday, which allows
Scanwood time to come up with a proposal to go forward.  Justice
Heather Robertson granted the company's application for creditor
protection.

"We now have a stay in place.  We can focus on developing the plan
to bring this company back to where it used to be and where it can
be," said Bo Thorn, the chairman of Scanwood, according to CBC.

"All our stakeholders, we've been working with them very closely.
We continue to do that. Ikea will continue to buy everything we
produce."

Scanwood Canada is a supplier of cabinets to Swedish retailer
Ikea.  It has 248 employees at its Burnside Industrial Park plant
in Dartmouth.  The four major creditors are RBC Royal Bank, the
Province of Nova Scotia, Ikea and the Business Development Bank of
Canada.


SHERWOOD FARMS: Centennial Moves Court to Appoint Ch. 11 Trustee
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
scheduled a hearing for February 16, 2011, to consider the motion
of Centennial Bank for the appointment of a Chapter 11 trustee in
Sherwood Farms, Inc.'s bankruptcy case.

In its motion dated November 23, 2010, Centennial Bank cited the
failure of the Debtor to manage the bankruptcy case and its breach
of fiduciary duties to all creditors.

Centennial, a secured creditor of the Debtor in the principal
amount of $5,291,879, holds a first mortgage lien on the Debtor's
real property in Lake County, Florida.

In support of its motion, Centennial says that based on historical
figures, the farm may likely be profitable under different
management.

Further, Centennial believes there are third parties who are
interested in purchasing the Debtor's assets or operations.  Also,
unlike with conversion, a Chapter 11 trustee has the ability to
operate the business so as to preserve going concern value pending
the marketing and sale of the business.

By appointing a Chapter 11 Trustee, and removing current
mismanagement, Centennial says that it is possible that the
Debtor's operations could generate income similar to the income
generated in 2009.

                       About Sherwood Farms

Groveland, Florida-based Sherwood Farms, Inc., owns and operates
an orchid farm from its real property in Lake County, Florida.
The Company filed for Chapter 11 bankruptcy protection on
January 15, 2010 (Bankr. M.D. Fla. Case No. 10-00578).  Mariane L.
Dorris, Esq., at Latham Shuker Eden & Beaudine LLP, in Orlando,
Fla., assists the Debtor in its restructuring effort.  The Company
estimated its assets and debts at $10 million to $50 million.

An affiliate, Sherwood Investments Overseas Limited Incorporated,
filed a separate Chapter 11 petition on January 15, 2010 (Bankr.
M.D. Fla. Case No. 10-00584).  Mariane L. Dorris, Esq., at Latham
Shuker Eden & Beaudine LLP, in Orlando, Fla., represents the
Debtor as counsel.  At the time of the filing, the Debtor
estimated its assets and debts at $10 million to $50 million.


SHUBH HOTELS PITTSBURGH: Judge May Appoint Chapter 11 Trustee
-------------------------------------------------------------
Kim Leonard at the Pittsburgh Tribune-Review reports that a
federal bankruptcy judge said it plans to appoint a trustee to
oversee the Chapter 11 case on the former Pittsburgh Hilton hotel
Shubh Hotels Pittsburgh LLC nka Wyndham Grand Pittsburgh Downtown.
The judge said he is tired of the "animosity" between interests
competing for control.  The Tribune-Review says the trustee has
yet to be named.  The trustee will have independent control of
business decisions at the hotel.

According to the Tribune-Review, the bankruptcy court has been
reviewing dueling reorganization plans proposed by hotel owner Dr.
Kiran Patel and mortgage holder BlackRock Financial Management
Inc.  Mr. Patel's attorney David Rudov said franchisee Wyndham
Hotels & Resorts has committed another $5 million in addition to
$1 million in loans to pay off about 350 creditors of the former
Hilton and to pay for completion of an expansion.  Mr. Rudov said
about 70% of the creditors are owed less than $10,000.

The judge gave a mediator until Feb. 15, 2011, to try settling the
dispute between Mr. Patel and BlackRock.  But a BlackRock attorney
and a court-approved examiner told to sort out the hotel's
finances said they weren't optimistic.

                  About Shubh Hotels Pittsburgh

Boca Raton, Florida-based Shubh Hotels Pittsburgh, LLC, owns and
operates the largest hotel in the City of Pittsburgh.  For roughly
50 years, the Hotel operated as a Hilton franchise.  Hilton
terminated the Hilton Franchise Agreement by letter dated
September 1, 2010.  The Debtor filed for Chapter 11 bankruptcy
protection on September 7, 2010 (Bankr. W.D. Pa. Case No.
10-26337).  Scott M. Hare, Esq., in Pittsburgh, Pennsylvania, and
attorneys at Rudov & Stein, P.C., serve as co-counsel.  The Debtor
estimated its assets at $10 million to $50 million and debts at
$50 million to $100 million.

As reported in the Troubled Company Reporter on January 5, 2011,
mortgage lender Carbon Capital II Real Estate CDO 2005-1, Ltd., is
challenging Shubh Hotels Pittsburgh, LLC's bankruptcy-exit plan
and is proposing its own sale-driven road map for the Company's
Chapter 11 case.

The plan from Carbon Capital and loan administrator BlackRock
Financial Management Inc. calls for a sale of Shubh's assets, with
the lender itself kicking off bidding with a credit bid of up to
$52.6 million.


SINCLAIR BROADCAST: Strikes Multi-Year Deal With Time Warner
------------------------------------------------------------
Sinclair Broadcast Group, Inc., has entered into a multi-year
agreement with Time Warner Cable for the carriage of 28 of the
television stations Sinclair owns or operates in 17 markets.

The television stations and markets are: WLFL & WRDC (Raleigh,
NC), WCGV & WVTV (Milwaukee, WI), KABB & KMYS (San Antonio, TX),
WSYX & WTTE (Columbus, OH), WSTR (Cincinnati, OH), WUTV & WNYO
(Buffalo, NY), WSYT & WNYS (Syracuse, NY), WXLV & WMYV
(Greensboro, NC), WRGT & WKEF (Dayton, OH), WGME (Portland, ME),
WUHF (Rochester, NY), WDKY (Lexington, KY), WCHS & WVAH
(Charleston, WV), WTAT & WMMP (Charleston, SC), WTVZ (Norfolk,
VA), WPGH & WPMY (Pittsburgh, PA), and KBSI (Cape Girardeau, MO).

In addition, TWC will produce a 6:30am, 6:00pm and 11:00pm half-
hour local news program, Monday through Friday, on Sinclair's ABC
affiliate, WXLV-TV, in Greensboro/Winston-Salem, NC beginning
January 2012.

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

                           *     *     *

Sinclair Broadcast has a 'B1' corporate family rating from
Moody's.  It has a 'B+' corporate credit rating from Standard &
Poor's Ratings Services.

"The CFR continues to reflect still high financial risk,
nonetheless, and the inherent cyclicality of the broadcast
television business, among other factors," Moody's said in August
2010.

"The 'B+' rating reflects S&P's expectation that Sinclair will be
able to reduce its leverage further by the end of 2010 through
revenue and EBITDA growth and lower debt balances," explained
Standard & Poor's credit analyst Deborah Kinzer in August.

Moody's Investors Service raised its ratings for Sinclair
Broadcast Group, Inc., and subsidiary Sinclair Television Group,
Inc., including the Corporate Family Rating and Probability-of-
Default Rating, each to Ba3 from B1, and the ratings for
individual debt instruments, concluding its review for possible
upgrade as initiated on August 5, 2010.  Moody's also assigned a
B2 (LGD 5, 87%) rating to the proposed $250 million issuance of
Senior Unsecured Notes due 2018 by STG.  The Speculative Grade
Liquidity Rating remains unchanged at SGL-2.  The rating outlook
is now stable.


SLK DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: SLK Development, LLC
        aka Quality Cleaners
        6645 Camp Bowie Blvd
        Fort Worth, TX 76116-4229

Bankruptcy Case No.: 11-40744

Chapter 11 Petition Date: February 1, 2011

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

Judge: Russell F. Nelms

Debtor's Counsel: Mark Joseph Petrocchi, Esq.
                  GRIFFITH, JAY & MICHEL, LLP
                  2200 Forest Park Blvd.
                  Ft. Worth, TX 76110
                  Tel: (817) 926-2500
                  Fax: (817) 926-2505
                  E-mail: mpetrocchi@lawgjm.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 Kim Jeong, member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Jeong Soo Kim                          10-37969   11/09/10


SMURFIT-STONE: Sued by Shareholder Over Buyout
----------------------------------------------
Phil Milford at Bloomberg News reports that Smurfit-Stone
Container Corp., after exiting bankruptcy last year, was sued by a
shareholder who contends investors will be shortchanged in a
$3.5 billion buyout by Rock-Tenn Co.  Smurfit-Stone stock owner
John M. Marks claims company directors are duty-bound to get the
best price and that the cash-stock buyout offer undervalues the
Chicago-based company.

"The proposed transaction is inadequate" in part because the
company "had emerged from bankruptcy in 2010, and appeared poised
to capitalize on its strengthened financial condition," Marks
alleged in a complaint filed February 2 in Delaware Chancery
Court.

Bloomberg relates that Rock-Tenn, based in Norcross, Georgia,
agreed last month to buy Smurfit-Stone for about $35 per share,
half in cash and half in Rock-Tenn stock, according to court
papers.  Smurfit shares were trading above $37 as of Feb. 2.

The Chancery case is Marks v. Smurfit-Stone, CA6164, Delaware
Chancery Court (Wilmington).

Bloomberg recounts that Smurfit-Stone exited bankruptcy after
fighting with shareholders over its reorganization plan.
Smurfit-Stone had been battling over whether the company would be
worth enough once it left bankruptcy to give shareholders
anything.  The Company settled the dispute by giving common and
preferred shareholders 4.5% of the reorganized company.

                     3 Hedge Funds Oppose Deal

Michael J. de la Merced, writing for The New York Times' DealBook,
reports that hedge funds Third Point Capital, Royal Capital
Management and Monarch Alternative Capital wrote to the board of
directors of Smurfit-Stone on Wednesday that they opposed the
Company's $3.5 billion sale to competitor RockTenn, arguing the
deal price was too low.  The hedge funds said RockTenn's cash-and-
stock bid -- valued at $38 a share as of Wednesday's market close
-- ignores improvements in the Company's business.  The hedge
funds also criticized what they said was a lack of a sales
process, pointing out comments from RockTenn that the deal was
negotiated one-on-one as opposed to emerging from an auction.
They also questioned whether Smurfit's outgoing chief executive,
Patrick Moore, pushed for the deal because of a payout he was
expected to receive if the merger went through. Under the terms of
what's known as a "change-in-control" provision, Mr. Moore could
receive more than $15 million through the deal.

According to the report, the three firms together own about 9% of
Smurfit's stock.  They plan to urge other shareholders to vote
against the deal. The investors argue that the Company could have
attracted higher offers from RockTenn or another suitor -- or
could have done better by remaining independent instead of taking
the deal.

                        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, 2010.

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.


SOUTHWEST GEORGIA ETHANOL: Taps McKenna Long as Bankruptcy Counsel
------------------------------------------------------------------
Southwest Georgia Ethanol, LLC, asks for authorization from the
U.S. Bankruptcy Court for the Middle District of Georgia to employ
McKenna Long & Aldridge LLP as bankruptcy counsel, nunc pro tunc
to the Petition Date.

McKenna Long will, among other things:

     a. attend meetings and negotiate with representatives of
        creditors and other parties in interest and advise and
        consult on the conduct of the Chapter 11 case, including
        all of the legal and administrative requirements of
        operating in Chapter 11;

     b. review and prepare on behalf of the Debtor all motions,
        administrative and procedural applications, answers,
        orders, reports and papers necessary to the administration
        of the estate;

     c. negotiate and prepare a plan of reorganization, disclosure
        statement and all related agreements and documents and
        take any necessary action on behalf of the Debtor to
        obtain confirmation of the plan; and

     d. advise the Debtor in connection with any sale of assets.

McKenna Long will be paid based on the rates of its professionals:

        Gary W. Marsh                   $525
        J. Michael Levengood            $510
        Bryan Bates                     $375

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

                About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany,
Georgia, on February 1, 2011.

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.  The Debtor said
profitability and liquidity have been materially reduced by
unfavorable fluctuations in commodity prices for ethanol and corn.

Morgan Keegan & Company, Inc., is the investment banker and
financial advisor to the Debtor.  Epiq Bankruptcy Solutions, LLC,
is the claims and notice agent.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

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: Wants to Hire Epiq as Claims Agent
-------------------------------------------------------------
Southwest Georgia Ethanol, LLC, asks for authorization from the
U.S. Bankruptcy Court for the Middle District of Georgia to employ
Epiq Bankruptcy Solutions, LLC, as claims, noticing, and balloting
agent, nunc pro tunc to the Petition Date.

Epiq will, among other things:

     a. assist the Debtor with the compilation, administration,
        evaluation and production of documents and information
        necessary to support a restructuring effort;

     b. prepare and serve notices required in the Debtor's
        Chapter 11 bankruptcy case;

     c. create and maintain the official claims registers; and

     d. mail and tabulate ballots for purposes of plan voting.

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

        Clerk                              $36-$54
        Case Manager (Level 1)             $112-$157
        IT Programming Consultant          $126-$171
        Case Manager (Level 2)             $166-$198
        Senior Case Manager                $202-$247
        Senior Consultant                    $265

A copy of Epiq's services agreement with the Debtor is available
for free at:

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

Joseph N. Wharton, Vice President and Senior Consultant of Epiq,
assures the Court that the firm is a "disinterested person" as
that term defined in Section 101(14) of the Bankruptcy Code.

                About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany,
Georgia, on February 1, 2011.

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.  The Debtor said
profitability and liquidity have been materially reduced by
unfavorable fluctuations in commodity prices for ethanol and corn.

John Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, serves as counsel to the Debtor.  Morgan Keegan
& Company, Inc., is the investment banker and financial advisor.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

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: Proposes $10-Mil. of DIP Financing
-------------------------------------------------------------
Southwest Georgia Ethanol, LLC, seeks authority from the U.S.
Bankruptcy Court for the Middle District of Georgia to obtain
postpetition secured financing from a syndicate of lenders led by
WestLB AG, New York Branch, as administrative agent.

The DIP lenders have committed to provide up to $10 million.  A
copy of the Debtor's DIP financing term sheet is available for
free at http://ResearchArchives.com/t/s?72c6

J. Michael Levengood, Esq., at McKenna Long & Aldridge LLP,
explains that the Debtor needs the money to fund its Chapter 11
case, pay suppliers and other parties.

All obligations of the Debtor under and with respect to the DIP
Facility will be secured by (i) a fully perfected first priority,
valid, binding, enforceable, non-avoidable and automatically
perfected priming security interest in and lien upon the
collateral.

The DIP facility will mature (i) six months after the closing
date; (ii) on the acceleration of all or any portion of the
obligations under the DIP Facility; (iii) on the first business
day on which the interim court order expires by its terms or is
terminated; (iv) at the conversion of any of the Chapter 11 case
to a case under Chapter 7 of the U.S. Bankruptcy Code; (v) on the
dismissal of any of the Chapter 11 case; and (vi) on the effective
date of any Debtor's plan of reorganization confirmed in the
Chapter 11 case.

The DIP Facility will incur interest at a rate equal to LIBOR + 9%
per annum.  LIBOR will be defined as the greater of (i) 4% per
annum and (ii) the offered rate on the applicable page of the
Telerate screen that displays an average British Bankers
Association Interest Rate Settlement Rate for deposits in U.S.
dollars for a period of one month and will contain appropriate
protection to ensure that the rate isn't less than a DIP Lender's
cost of funds.

The default rate will be the then applicable interest rate plus
2.0% per annum.

The Debtor is required to pay (i) a facility fee, which is 2.0% of
the DIP revolving commitment payable to the DIP Lenders on the
closing date; (ii) a structuring fee, which is 1.0% of the DIP
revolving commitment payable to the DIP Agent on the closing date;
and (iii) an unused commitment fee, which is a fee on the unused
portion of the DIP revolving commitment of 2.0% per annum, payable
monthly.

The Debtor will be required to prepay certain amounts under the
DIP Facility upon receipt of (i) project document termination
payments; (ii) condemnation proceeds; (iii) insurance proceeds;
and (iv) net cash proceeds of dispositions.  Mandatory prepayments
of principal outstanding under the DIP Facility will permanently
reduce the DIP revolving commitments.  Mandatory prepayments will
be applied, first, to the payment of all costs, fees, expenses and
indemnities then due and payable to the DIP secured parties;
second, to the payment of any accrued and unpaid interest due and
payable on the DIP revolving loans pro rata among the DIP Lenders
with their respective outstanding principal amounts; third, to the
repayment of principal of DIP revolving loans pro rata among the
DIP Lenders with respect to their respective outstanding principal
amounts until repaid in full; fourth, to the payment of accrued
and unpaid interest then due and payable on the DIP revolving
loans pro rata among the defaulting lenders based on their
respective outstanding principal amounts on the date of the
prepayment; fifth, to the payment of principal of DIP revolving
loans pro rata among the defaulting lenders based on its
respective outstanding principal amounts on the date of the
prepayments; and, if a letter of credit subfacility is made
available under the DIP facility, sixth, to be held as cash
collateral up to an amount equal to the maximum aggregate amounts
available to be drawn under letters of credit issued under the DIP
revolving commitment to secure the repayment of any DIP revolving
loans that may result from a draw on any letter of credit.

                        Cash Collateral Use

That the Debtor also asks for permission to use cash collateral to
have access to additional liquidity.

The Debtor owes $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.  Pursuant to the credit agreement
dated November 20, 2007, the Debtor's obligations are secured by a
first-priority security interest in all of the Debtor's assets,
including First United Ethanol Co.'s equity interest in the
Debtor.  Substantially all cash of the Debtor is required to be
deposited into a "projects account" subject to security interests
to secure obligations in connection with the Credit Agreement.

The prepetition lenders have consented to the Debtor's use of the
cash collateral.

As adequate protection, the Debtor proposes that prepetition
lenders be granted liens to secure their claim for any diminution
of the value in the prepetition collateral or its interests in the
prepetition collateral.

In addition to the adequate protection liens, the Debtor proposes
to grant the prepetition lenders a Section 507(b) claim.

                About Southwest Georgia Ethanol

Southwest Georgia Ethanol LLC, a unit of First United Ethanol Co.,
sought bankruptcy protection (Bankr. M.D. Ga. 11-10145) in Albany,
Georgia, on February 1, 2011.

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.  The Debtor said
profitability and liquidity have been materially reduced by
unfavorable fluctuations in commodity prices for ethanol and corn.

John Michael Levengood, Esq., at McKenna Long & Aldridge LLP, in
Atlanta, Georgia, serves as counsel to the Debtor.  Morgan Keegan
& Company, Inc., is the investment banker and financial advisor.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.

The Debtor's balance sheet showed $164.7 million in assets and
$134.1 million in debt as of Dec. 31, 2010.

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.


SPOT MOBILE: Receives $1.8 Million from Sale of Securities
----------------------------------------------------------
On January 25, 2011, Spot Mobile International Ltd. completed the
initial closing of a private placement with approximately 30
accredited investors, pursuant to which the company sold to the
Investors an aggregate of 41 units at a purchase price of $50,000
per Unit.  Each Unit is comprised of

   (i) 100,000 shares of the Company's common stock, $.001 par
       value per share; and

  (ii) a three-year warrant to purchase 100,000 shares of Common
       Stock at an exercise price of $0.75 per share, subject to
       adjustment for stock splits, stock dividends,
       recapitalizations and similar events.

In the initial closing, the Company sold 41 Units and received net
proceeds of approximately $1.8 million after payment of placement
agent fees and costs relating to the Private Placement.  Pursuant
to the terms of the Private Placement, the Company may issue up to
an additional 39 Units, for a total 80 Units, at a price of
$50,000 per Unit.  The net proceeds from the Private Placement
will be used to fund the Company ongoing operations and to provide
working capital.

In consideration for services rendered as the placement agent in
the Private Placement, upon the initial closing, the Company paid
the placement agent cash commissions and an expense allowance fee
aggregating $191,500.  In addition, as consideration for services
rendered in connection with the Private Placement, at the final
closing date of the Private Placement, the Company will sell to
the placement agent (i) warrants to purchase 10,000 shares of
Common Stock for each Unit sold in the private placement at an
aggregate cost of $10.00, and (ii) 10,000 warrants identical to
those sold to Investors.  The Placement Agent Warrants will have a
term of five years and shall be exercisable at $0.60 per share,
subject to adjustment for stock splits, stock dividends,
recapitalizations and similar events.  The Placement Agent
Warrants will also contain weighted average anti-dilution
protection, cashless exercise provisions and "piggy-back"
registration rights during the lifetime of the Placement Agent
Warrants.

The Units were offered and sold in reliance upon exemptions from
registration under the Securities Act of 1933, as amended in
reliance on Section 4(2) of the Securities Act and Rule 506 of
Regulation D promulgated thereunder, as transactions by an issuer
not involving a public offering.  The subscription agreements
executed in connection with the transactions contain
representations from the Investors to support our reasonable
belief that: (i) the Investors either received or had access to
adequate information concerning the Company's operations and
financial condition in order to make an informed investment
decision, (ii) the Investors acquired the Units for their own
account for investment purposes only and not with a view to the
distribution thereof in the absence of an effective registration
statement or an applicable exemption from registration, and (iii)
the Investors are sophisticated within the meaning of Section 4(2)
of the Securities Act and are "accredited investors."

Neither the shares of Common Stock nor the Investor Warrants or
Placement Agent Warrants, or the Common Stock issuable upon
exercise thereof, have been registered under the Securities Act
nor may any such securities be offered or sold absent registration
or an applicable exemption from registration.  The Company has
agreed to file a registration statement with the Securities and
Exchange Commission, within 90 days of the final closing of the
Private Placement, covering the resale by the Investors of the
shares of Common Stock issued in the Private Placement as well as
the resale by the Investors and the placement agent of the shares
of Common Stock issuable upon the exercise of the Investor
Warrants and Placement Agent Warrants.  Until this registration
statement is declared effective by the SEC those shares of Common
Stock may not be transferred or resold unless the transfer or
resale is registered or unless exemptions from the registration
requirements of the Securities Act and applicable state laws are
available.

                         About Spot Mobile

Spot Mobile, formerly Rapid Link Incorporated --
http://www.rapidlink.com/-- is a telecommunications services
company which, through its wholly owned subsidiary, provides
prepaid telecommunication and transaction based point of sale
activation solutions through 1,000 independent retailers in the
Eastern United States.  The Company also provides long distance
services and plans to expand its product offering to include
mobile and wireless services.

KBA GROUP LLP in Dallas, Texas, expressed substantial doubt about
Rapid Link's ability to continue as a going concern after auditing
the Company's financial statements as of October 31, 2008.  The
auditor noted the Company has suffered recurring losses from
continuing operations during the last two fiscal years.  At
October 31, 2008, the Company's current liabilities exceeded its
current assets by $2.1 million and the Company has a shareholders'
deficit totaling $2.9 million.

The Company's balance sheet at July 31, 2010, showed $2.62 million
in total assets, $3.90 million in total liabilities, and a
$1.28 million stockholders' deficit.


STARBRITE PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Starbrite Properties Corp.
        626 Flatbush Avenue
        Brooklyn, NY 11225

Bankruptcy Case No.: 11-40758

Chapter 11 Petition Date: February 1, 2011

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Peter J. Mollo, Esq.
                  266 Smith Street
                  Brooklyn, NY 11231
                  Tel: (718) 858-3401
                  Fax: (718) 858-3035
                  E-mail: pjmollo@earthlink.net

Scheduled Assets: $3,026,500

Scheduled Debts: $3,240,616

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

The petition was signed by William Cordero, president.


STRAWBERRY PARK: Court Dismisses Involuntary Chapter 11 Case
------------------------------------------------------------
On January 26, 2011, the U.S. Bankruptcy Court for the District of
Connecticut, upon the motion of petitioning creditor The Citizens
National Bank, dismissed the involuntary Chapter 11 case the bank
and two other creditors filed against the Debtor.  A copy of the
dismissal order is available for free at:

    http://bankrupt.com/misc/StrawberryPark.dismissalorder.pdf

                      About Strawberry Park

The Citizens National Bank, Richard I. Rothstein, and Joseph Biber
made an involuntary Chapter 11 filing against Strawberry Park RV
Resort, Inc. (Bankr. D. Conn. Case No. 10-24277) on December 17,
2010.

According to Greg Smith at Norwich Bulletin, the involuntary
filing came before the December 20 deadline set by the court to
move to a February 26, 2011 foreclosure sale.  Preston Strawberry
Associates of Norwalk, which claims $3.4 million from Mr. Biber
from a defaulted loan, had secured the court agreement to avoid
any further delays.

Mr. Smith relates that the Strawberry Park campground, now being
run by a court-appointed management, already was the subject of
a more than $8 million court judgment in favor of TD Bank.  A
previous manager reported to the court that Mr. Biber was
routinely overdrawing bank accounts, writing checks he could
not cover and digging himself deeper into debt.

Judge Albert S. Dabrowski presides over the case.  Mark E. Block,
Esq., at Block Janney & Pascal LLC, represents the petitioners.


SUNRISE SENIOR: Greg Neeb's Employment Extended to 2013
-------------------------------------------------------
On January 25, 2011, the Compensation Committee of the Board of
Directors of Sunrise Senior Living, Inc. approved an Amended and
Restated Employment Agreement with Greg Neeb, the Company's Chief
Investment and Administrative Officer.  The Restated Agreement is
effective as of January 25, 2011.  The Restated Agreement has
substantially the same terms and conditions as Mr. Neeb's original
employment agreement which was effective as of January 21, 2009.

Pursuant to the Restated Agreement, Mr. Neeb's employment term has
been extended from January 21, 2012 to January 25, 2013, with
automatic one-year renewals at the end of that term and each year
thereafter unless either party otherwise provides notice to the
other at least 120 days prior to the next renewal.

In connection with the execution of the Restated Agreement, the
Compensation Committee granted Mr. Neeb, on January 25, 2011, an
option to purchase 500,000 shares of the Company's common stock at
$7.31 per share, the closing price of the Company's common stock
on January 25, 2011, with such Re-Signing Options vesting ratably
on each of January 25, 2012, 2013 and 2014, so long as Mr. Neeb
continues to be employed with the Company on such vesting date.
In addition, within 14 days of the execution of the Restated
Agreement, Mr. Neeb will receive from the Company a cash re-
signing bonus of $2 million.

In consideration for the Re-Signing Options and the Re-Signing
Bonus, under the Restated Agreement, Mr. Neeb may terminate his
employment prior to January 25, 2013 only with "Good Reason" -- as
defined in the Restated Agreement --  or with the express written
consent of the Board of Directors of the Company.  In the event
that Mr. Neeb terminates his employment for any other reason prior
to January 25, 2013, he will be considered in breach of the
Restated Agreement and will forfeit the Re-Signing Bonus.  In
addition, in the event that Mr. Neeb terminates his employment as
a result of a Consensual Resignation, he will forfeit either all
or two-thirds of the Re-Signing Options.  The goal of these
provisions is to ensure, to the extent practicable, that the
Company will retain the services of Mr. Neeb for at least the next
two years.

The Restated Agreement also eliminates the "golden parachute"
excise tax gross-up provision that was included in Mr. Neeb's
original employment agreement.  In addition, if allowed by the
Company's health benefits plans, in the event Mr. Neeb's
employment is terminated:

   (a) as a result of Mr. Neeb's death or disability, by Mr. Neeb
       for Good Reason or by the Company without Cause;

   (b) by Mr. Neeb pursuant to a Consensual Resignation before
       January 25, 2013; or

   (c) by Mr. Neeb other than for Good Reason on or after
       January 25, 2013, Mr. Neeb will be entitled to purchase at
       his expense group health benefits offered to the Company's
       active employees generally covering Mr. Neeb, his spouse
       and his children until he attains, or in the case of death,
       would have attained age 65.

The Re-Signing Options have a term of 10 years.  In the event that
Mr. Neeb's employment is terminated (i) by reason of his death or
"Disability":, (ii) by the Company other than for "Cause" or (iii)
by Mr. Neeb for "Good Reason" on or after January 25, 2013, Mr.
Neeb's Re-Signing Options will vest in full.  If a severance-
qualifying termination occurs prior to January 25, 2013, one-third
of the Re-Signing Options will accelerate and vest plus a pro-rata
portion of an additional one-third will accelerate and vest for
the vesting year in which Mr. Neeb's termination occurs.  In
addition, in the event that Mr. Neeb's employment is terminated by
the Company other than for "Cause" or by Mr. Neeb for "Good
Reason" either (i) within two years following a Change in Control
or (ii) prior to a Change in Control, but after the execution of a
definitive agreement providing for such a Change in Control and
such termination arose in connection with or in anticipation of
such Change in Control, then all of the Re-Signing Options will
vest in full.

In connection with the Company's desire to reduce ongoing general
and administrative expense by combining the chief financial
officer and chief accounting officer positions, on January 31,
2011, Sunrise's Board of Directors approved (a) the termination of
employment of Julie A. Pangelinan, the Company's current Chief
Financial Officer, effective on or before March 11, 2011 and (b)
the appointment of C. Marc Richards, the Company's current Chief
Accounting Officer, as the Company's new Chief Financial Officer,
effective as of Ms. Pangelianan's Termination Date.  Ms.
Pangelinan's termination of employment will constitute a
termination of employment other than for Cause, as such term is
defined in Ms. Pangelinan's employment agreement with the Company,
as amended.

Pursuant to the Employment Agreement, subject to Ms. Pangelinan's
execution of a release of claims against the Company and its
officers, directors and affiliates, Ms. Pangelinan will be
entitled to receive within 30 days of her departure date severance
benefits that include a lump sum cash payment of $1.1 million,
which equals two years of base salary and 75% of her target bonus
amount, plus health care continuation coverage under COBRA at the
Company's expense for up to 18 months following her Termination
Date.  In addition, the remaining unvested portion (166,666
shares) of an option granted to her in December 2008 will
accelerate and vest.  The exercise price of the option is $1.37
per share.  Ms. Pangelinan will also be eligible to receive the
remaining portion of her annual bonus for 2010, which bonus will
be determined by the Compensation Committee at its February 2011
meeting.

On January 31, 2011, the Compensation Committee approved an
employment agreement for Mr. Richards, effective as of the New CFO
Effective Date.  Mr. Richards' employment agreement will provide
for an initial three-year employment term commencing on the New
CFO Effective Date, with automatic one-year renewals at the end of
that term and each year thereafter unless either party provides
notice to the other, at least 120 days prior to the next renewal
date, that the term will not be extended.

Under the employment agreement, Mr. Richards will receive an
annual base salary for 2011 of $300,000 as Chief Financial Officer
and will be eligible for an annual bonus for 2011 of a pro-rated
amount reflecting his target annual bonus of 50% of his $235,000
annual base salary during the portion of 2011 during which he
shall have served as Chief Accounting Officer and a target annual
bonus of 100% of his $300,000 annual salary for the balance of
2011 during which he will be serving as Chief Financial Officer.
His actual annual bonus for 2011 may be higher or lower than such
target annual bonus depending on the actual performance of the
Company and Mr. Richards, as determined by the Compensation
Committee in its sole discretion.  Thereafter, for 2012 and
beyond, Mr. Richards will be eligible for an annual bonus under
the Company's annual incentive plan in a target amount equal to
100% of his annual base salary, subject to the achievement of
applicable performance goals.

In addition, the Compensation Committee approved a grant to Mr.
Richards of 100,000 shares of restricted stock effective on the
New CFO Effective Date.  The restricted stock will vest at a rate
of one-third on each of the first three anniversaries of the New
CFO Effective Date, subject to Mr. Richards' continued employment
on the applicable vesting date.

Pursuant to Mr. Richards' employment agreement, in the event that
his employment is terminated by the Company other than for Cause,
death or Disability or by the executive for Good Reason, the
Company will pay Mr. Richards accrued obligations and, subject to
his execution of a general release of claims, a lump sum severance
payment within 30 days following the date of termination in an
amount equal to the sum of (i) two times Mr. Richards' annual base
salary and (ii) 0.75 times his target annual bonus amount.  In
addition, if Mr. Richards makes a timely election to receive COBRA
coverage, the Company will pay the cost of that coverage during
the period it remains in effect, not to exceed 18 months following
the date of termination.  For purposes of Mr. Richards' employment
agreement, the definitions of "Cause", "Disability" and "Good
Reason" will be the same as those contained in Ms. Pangelinan's
Employment Agreement.

If that termination of employment occurs on or after the second
anniversary of the New CFO Effective Date, Mr. Richards'
restricted stock will vest in full, subject to his execution of a
general release of claims; if such termination occurs prior to the
second anniversary of the New CFO Effective Date, Mr. Richards'
unvested restricted stock will, subject to his execution of a
general release of claims, will vest as to one-third of the
restricted stock, plus an additional number of shares of
restricted stock equal to the product of one-third of the number
of shares of restricted stock times a fraction, the numerator of
which is the number of days from the latest anniversary of the New
CFO Effective Date through the date of termination and the
denominator of which is 365.

If, however, Mr. Richards' employment is terminated by the Company
other than for Cause, death or Disability or him for Good Reason
and either:

     * that termination occurred within two years following a
       Change of Control; or

     * that termination occurred prior to a Change of Control, but
       after the execution of a definitive agreement providing for
       a Change of Control, and such termination arose in
       connection with or anticipation of such Change of Control,

then, in lieu of the severance benefits, the Company will pay Mr.
Richards (i) accrued obligations, and (ii) a lump sum severance
payment equal to the product of two and the sum of Mr. Richards'
annual base salary and average annual bonus in respect of the two
fiscal years of the Company immediately preceding the year in
which the Change of Control occurs.  In addition, Mr. Richards
will receive his target bonus for the year of termination, pro-
rated through the date of termination, and Company-paid COBRA
coverage for up to 18 months following the date of termination.
Finally, the restricted stock will vest in full.

Pursuant to Mr. Richards' employment agreement and the Company's
recoupment policy, any incentive or equity compensation paid to
Mr. Richards will be subject to recoupment in the event of a
restatement of the Company's consolidated financial statements, to
the extent such compensation would not otherwise have been
received based on the restated financial statements.

Pursuant to his employment agreement, Mr. Richards will be subject
to covenants of non-competition and non-solicitation of the
Company's employees and customers during his employment and for a
period of two years thereafter, and to perpetual duties of
confidentiality and non-disparagement.

Except for Mr. Richards' base salary and target bonus for 2011,
the foregoing employment agreement provisions are the same as
contained in Ms. Pangelinan's Employment Agreement. Mr. Richards'
employment agreement, however, will not contain a "golden
parachute" excise tax gross-up provision.

Mr. Richards, age 39, joined the Company as its Chief Accounting
Officer in July 2009. From November 2007 to July 2009, he was a
Vice President of JE Robert Companies and functioned as the
Controller for JER Investors Trust, a publicly traded real estate
investment trust that invests in real estate loans, commercial
mortgage backed securities and other structured finance products.
While serving in this capacity, Mr. Richards supervised the
accounting and financial reporting functions, Sarbanes-Oxley Act
compliance and REIT tax compliance of JER Investors Trust.  From
May 2006 to October 2007, Mr. Richards served as Vice President
and Corporate Controller of Republic Property Trust, a publicly
traded owner, operator and redeveloper of commercial office
buildings in the Metropolitan D.C area, which was acquired by
Liberty Property Trust in August 2007.  In this role, Mr. Richards
supervised the accounting and financial reporting functions of
Republic Property Trust.  From July 1999 to May 2006, Mr. Richards
served in a variety of accounting positions with increasing
responsibilities at The Mills Corporation, a publicly traded
developer, owner and manager of a diversified portfolio of
regional shopping malls and retail entertainment centers, which
was acquired by Simon Property Group and Farallon Capital in May
2007.  These positions included, among others, Group Vice
President of Corporate Accounting (until May 2006) and Vice
President of Corporate and Property G/L Accounting (2004-2006).

                        About Sunrise Senior

McLean, Va.-based Sunrise Senior Living, Inc. (NYSE: SRZ)
-- http://www.sunriseseniorliving.com/-- is a provider of senior
living services in the United States, Canada, the United Kingdom
and Germany.  At June 30, 2010, the Company operated 356
communities, including 307 communities in the United States, 15
communities in Canada, seven communities in Germany and 27
communities in the United Kingdom, with a total unit capacity of
roughly 35,400.

The Company's balance sheet at Sept. 30, 2010, showed
$780.83 million in total assets, $693.66 million in total
liabilities, and stockholders' equity of $87.17 million.

As reported in the Troubled Company Reporter of March 3, 2010,
Ernst & Young LLP, in McLean Va., expressed substantial doubt
about the Company's ability to continue as a going concern.
The independent auditors noted that the Company cannot borrow
under its bank credit facility and the Company has significant
debt maturing in 2010 which it does not have the ability to repay.


SUPERIOR ACQUISITIONS: Creditor Wants Case Converted to Chapter 7
-----------------------------------------------------------------
Secured creditor DRMG, LLC, requests the U.S. Bankruptcy Court for
the Northern District of California to convert the Chapter 11 case
of Superior Acquisitions, Inc., to a Chapter 7 proceeding, or in
the alternative, for dismissal of the Debtor's bankruptcy case.

In support of its motion, DRMG says Debtor has:

  -- engaged in rampant cash collateral violations;

  -- incurred substantial real property tax delinquencies;

  -- not properly insured estate property, including DRMG's
     collateral;

  -- accumulated 102 Code violations with respect to the Willow
     Point Property, rendering half of the rental units unusable;

  -- has failed to satisfy numerous Court filing requirements and
     deadlines;

  -- failed to pay DRMG's monthly debt service for many months
     (and with respect to the Willow Point property, has not made
     payments since April of 2009); and

  -- no realistic potential to reorganize.

                   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.


TRIBUNE CO: Professionals File Fee Applications for Sept.-Nov.
--------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code,
professionals of the Debtors and the Official Committee of
Unsecured Creditors filed with the Court applications for fees and
reimbursement of expenses.

A. Debtors' Professionals

Professional               Period          Fees        Expenses
------------               ------          ----        --------
Alvarez & Marsal         09/01/10-
North America, LLC       11/30/10    $1,567,691         $7,013

Dow Lohnes PLLC          09/01/10-
                          11/30/10       405,266          2,372

Mercer (US) Inc.         09/01/10-
                          11/30/10        31,346         15,435


Lazard Freres & Co. LLC  09/01/10-
                          11/30/10       600,000         26,749

Seyfarth Shaw LLP        09/01/10-
                          11/30/10       207,885         12,677

Daniel J. Edelman, Inc.  09/01/10-
                          11/30/10        37,756            234

Jenner & Block LLP       09/01/10-
                          11/30/10        47,764          3,152

Dow Lohnes PLLC          12/01/10-
                          12/31/10       112,521            346

Dow Lohnes serves as regulatory counsel to the Debtors.  Alvarez &
Marsal acts as restructuring advisors to the Debtors.  Mercer (US)
is the Debtors' compensation consultant.  Lazard Freres acts as
financial advisor to the Debtors.  Seyfarth Shaw is the Debtors'
litigation counsel.  Daniel J. Edelman acts as investor relations
consultant to the Debtors.  Jenner & Block serves as special
counsel to the Debtors.

B. Professionals of the Official Committee of Unsecured Creditors

Professional               Period          Fees        Expenses
------------               ------          ----        --------
Chadbourne & Parke LLP   09/01/10-
                          11/30/10    $5,205,307        $422,174

Chadbourne & Parke LLP   12/01/10-
                          12/31/10     1,337,478          99,960

Landis Rath & Cobb LLP   09/01/10-
                          11/30/10       940,688         193,235

AlixPartners, LLP        09/01/10-
                          11/30/10       791,650           7,737

AlixPartners, LLP        12/01/10-
                          12/31/10       141,125           4,585

Zuckerman Spaeder LLP    09/01/10-
                          11/30/10       868,159         559,304

Landis Rath & Cobb LLP   12/01/10-
                          12/31/10       299,218         107,367

Moelis & Company LLC     12/01/10-
                          12/31/10       200,000               0

Chadbourne & Parke and Landis Rath act as co-counsel to the
Committee.  AlixPartners serves as the Committee's financial
advisor.  Zuckerman Spaeder serves as the Committee's counsel.
Landis Rath serves as co-counsel to the Committee.  Moelis &
Company serves as investment banker to the Committee.

Fee Examiner's Report

Stuart Maue, in its capacity as fee examiner, submitted with the
Court a final report regarding the interim fee application of
these professionals:

                                       Recommended  Recommended
Professional          Period               Fees       Expenses
------------         --------          -----------  -----------
Ernst & Young LLP    09/01/09-
                      11/30/09            $58,285       $100

Daniel J. Edelman    03/01/10-
Inc.                 05/31/10              1,575         33

                         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: Court Approves Sale of Three Vessels
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Trico Marine Services, Inc., and its debtor affiliates to sell
three vessels to the successful bidders in an auction held
January 24, 2011.

Previously, the Debtor notified the Court the successful and back-
up bidders with respect to the sale of three vessels:

                 Successful                  Back-Up
Vessel          Bidder           Offer       Bidder       Offer
------          ----------       -----      -------       -----
Buffalo River     Sea Lyon    $195,000       Blanco    $190,000
                Marine Inc.                 Offshore
                                           Logistics
                                          SA de C.V.

James River        Arfersi    $820,000       Olmeca    $800,000
                 SA de C.V.               SA de C.V.

Pearl River        Naviera    $695,000       Blanco    $680,000
                   Mexicana                  Offshore
                    Neptuno                 Logistics
                 SA de C.V.                SA de C.V.

Each of the Vessels is being sold "as is where is," and closing is
to occur whenever the Debtors are in a position to close.  A
deposit of 20% of the final purchase price was to be made by
January 27, 2011, by the Successful Bidder and the Back-Up Bidder.

The Court also approved the payment of a break-up fee of $15,000
to Blanco Offshore Logistics, S.A. de C.V. (the back-up bidder for
the Pearl River), payable at the closing of the sale from the sale
proceeds.

On the closing date, the buyer is directed to wire all sale
proceeds, less the MARAD payoff, the Hondo Deposit and the Spirit
Deposit to an escrow at Wilmington Trust Company.

At or prior to the closing date, the Debtors will provide The Bank
of Mellon Trust Company, N.A., as successor indenture trustee,
with 40 to 60 days notice of the redemption of all remaining MARAD
Notes.

The buyer will wire to BNY Mellon, an amount equal to all of the
outstanding principal of $4,400,000, plus estimated interest and
BNY Mellon's reasonable fee and expenses (estimated to be
$155,489, under the $18,900,000 of notes due in 2014 and secured
by the first priority liens of MARAD.

In addition, from the sale proceeds deposited into the escrow on
the closing date, the Debtors will reserve a good-faith estimate
of the make-whole premium asserted by BNY Mellon in connection
with the payment of the MARAD Notes (estimated to be $535,000).

In a separate order, the Court also authorized the Debtor to sell
the Hondo River and the Spirit River to Odyssea Vessels, Inc.

On January 24, Odyssea Vessels offered to purchase the Hondo
River and Spirit River for $13,000,000, en bloc, from.  After
consultation with the official committee of unsecured creditors ,
Obsidian Agency Services, Inc., as agent under the senior secured,
super-priority debtor-in-possession credit agreement dated
August 24, 2010, and holders of the Debtors' 8.125% notes, the
Debtors, accepted the offer from Odyssea as the highest and best
offer for the Vessels.

                         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.


ULTIMATE ACQUISITION: Organizational Meeting Set for Feb. 9
-----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on February 9, 2011, at 10:30 a.m.
in the bankruptcy case of Ultimate Acquisition Partners, LP , et
al.  The meeting will be held at DoubleTree Hotel Wilmington, 700
N King Street, Wilmington, Delaware 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Ultimate Acquisition Partners LP and CC Retail, LLC, which own the
U.S. consumer electronics store chain Ultimate Electronics, filed
for Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-10245)
on January 26, 2011.

Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Ultimate Acquisition Partners LP and CC Retail, LLC are specialty
retailers of high-end entertainment and consumer electronics with
46 stores in over a dozen states, primarily in the mid-west and
western United states.  Of the 46 stores, 35 are operated by UAP
and 11 are operated by CC Retail.  All are operated under the name
"Ultimate Electronics".  UAP and CC Retail have more than 1,500
full-time and part-time employees.

Kathleen Campbell Davis, Esq., Mark T. Hurford, Esq., and Marla
Rosoff Eskin, Esq., at Campbell & Levine LLC, serve as the
Debtor's bankruptcy counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.


UNITED CONTINENTAL: AFA & IAM Seek Union Elections
--------------------------------------------------
The Association of Flight Attendants-CWA asked the National
Mediation Board to declare that the United/Continental merger
has created a single transportation system, triggering a
representation election for the combined Flight Attendant
workforce, according to a public statement dated January 19,
2011.

If the NMB agrees, then a union election would be held to
determine the collective bargaining representative.  More than
15,000 United Flight Attendants already are represented by AFA.

"This merger and the extraordinary financial turnaround underway
at United are only possible because Flight Attendants at both
airlines have invested hard work and sacrifices over the years,"
said Greg Davidowitch, AFA United President.  "Management must
know that the Flight Attendant workforce is unified, and that we
expect the best Flight Attendant contract at the world's
leading airline.  Joined together in AFA we can ensure Flight
Attendants are full partners in the merger with compensation that
reflects our key role in the success of the new United Airlines."

Once the NMB declares that the merged airlines are operating as a
single carrier, an election date will be set to determine if AFA
will be the Flight Attendants' exclusive bargaining agent for the
combined Flight Attendant workforce.  With approximately 24,000
Flight Attendants eligible to vote, the election will be among the
largest ever conducted by the NMB, the federal agency charged with
overseeing union elections and the collective bargaining process
in the airline industry.  The Flight Attendant contracts at United
and Continental will remain in place after the vote.  Prior to an
operational merger management would be required to negotiate a
single Flight Attendant contract that would be ratified by the
combined Flight Attendant workforce.

"As the world's largest Flight Attendant union, run by and for
Flight Attendants, this is a wonderful opportunity to welcome our
flying partners at Continental to AFA," said Veda Shook, AFA
International President.  "AFA has been the leader in advancing
the Flight Attendant profession since a group of United Flight
Attendants joined together in 1945 to create our union.
Throughout the years, AFA has fought for and won major changes in
our industry; we have transformed our profession, raising wages,
benefits and working conditions and improving safety and security.
In welcoming our Continental colleagues, we will continue to make
great strides for Flight Attendants and their families."

Nearly 50,000 Flight Attendants, including the 16,000 Flight
Attendants at United, join together to form AFA, the world's
largest Flight Attendant union.

AFA -- http://www.unitedafa.org-- is part of the 700,000 member-
strong Communications Workers of America, AFL -CIO.

                         *     *     *

Early this month, United flight attendants staged protests for a
new contract, saying they were tired of wage cuts and terminated
pensions, Portland News related.  In an interview with Fox 12,
United said it is committed to working with the union to develop
fair contracts, the report said.

                         *     *     *

In a public statement dated January 21, 2011, The International
Association of Machinists and Aerospace Workers said it filed two
applications with the NMB asking the Board to rule that United
Airlines and Continental Airlines are now operating as a single
transportation system for union representation purposes in the
Fleet/Ramp Service and Stock & Stores classifications.  The NMB is
the federal government agency that conducts union elections in the
airline industry.

"United and Continental have substantially integrated their Ramp
and Stores operations and are operating as a single carrier for
representation purposes in these classifications," said IAM
General Vice President Robert Roach, Jr.  "Ramp and Stores
employees at both airlines have demonstrated tremendous support
for the Machinists Union and they will be the first of what we
expect will be many IAM members at the new United Airlines," Mr.
Roach added

The IAM represents United's 6,800 Ramp and 640 Stores employees.
Continental's 225 Stock & Stores employees are unrepresented, and
the 7,000 Fleet Service employees of Continental and Continental
Micronesia are currently represented by a different union.

"The IAM is excited about the future of the new United Airlines in
which each carriers' Ramp and Stores employees are united under
the IAM umbrella," said IAM District 141 President Rich Delaney.
"We all have the same goals of better wages, job security and a
secure retirement.  The IAM is the only union that can leverage
the bargaining power of 55,000 United employees to achieve our
common goals."

In accordance with NMB guidelines, separate single carrier
applications and determinations must be made for each employee
classification following an airline merger.

The Machinists Union is the largest airline union in North
America.  More information about the IAM is available at
http://www.goiam.org

                      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 Sept. 30, 2010, United Continental had $20.055 billion in total
assets against total current liabilities of $8.256 billion, long-
term debt of $6.025 billion, long-term obligations under capital
leases of $906 million, other liabilities and deferred credits of
$7.074 billion, and a stockholders' deficit of $2.206 billion.


UNITED CONTINENTAL: Reports December 2010 Traffic Results
---------------------------------------------------------
United Continental Holdings, Inc. (NYSE: UAL) reported December
2010 and full-year 2010 operational results for United Air Lines,
Inc. and Continental Airlines, Inc.

United and Continental's combined consolidated traffic (revenue
passenger miles) in December 2010 increased 1.4 percent versus
December 2009 on a consolidated capacity increase of 2.3 percent.
The carriers' combined consolidated load factor decreased 0.7
points compared to the same period last year.

United and Continental's December 2010 combined consolidated
passenger revenue per available seat mile (PRASM) increased an
estimated 7.5 to 8.5 percent compared to December 2009, while
mainline PRASM increased an estimated 8.5 to 9.5 percent compared
to the same period last year.  In December, the carriers
implemented a revenue sharing structure for their trans-Atlantic
joint venture, retroactive to Jan. 1, 2010.  While the impact of
the joint venture obligations for the first through third quarter
2010 will be booked as a charge in Other Operating Expense in
United Continental Holdings' statement of consolidated operations,
the fourth quarter impact and all future adjustments will be
booked as adjustments to passenger revenue.  The fourth quarter
adjustment, which was booked entirely in the month of December,
reduced the carriers' December consolidated PRASM by approximately
1.0 point and is included in the above consolidated PRASM
estimate.

The snowstorms during the month of December resulted in an
estimated $25 million reduction in consolidated passenger revenue,
included in the above consolidated PRASM estimate, and a
$10 million reduction in net earnings for the quarter.

              Combined United and Continental
         Pro Forma Preliminary Operational Results

                       2010        2009    Percent
                       Dec.        Dec.     Change
                       -----       -----   -------
Revenue passenger miles ('000)
North America       7,858,291   8,003,593     (1.8%)
International       7,069,016   6,795,374      4.0%
Atlantic            2,922,123   2,964,483     (1.4%)
Pacific             2,735,219   2,485,162     10.1%
Latin America       1,411,674   1,345,729      4.9%
Mainline           14,927,307  14,798,967      0.9%
Regional            2,069,155   1,963,059      5.4%
Consolidated       16,996,462  16,762,026      1.4%

Available seat miles ('000)
North America       9,496,043   9,654,499     (1.6%)
International       8,591,234   8,119,595      5.8%
Atlantic            3,587,004   3,504,947      2.3%
Pacific             3,222,436   2,949,439      9.3%
Latin America       1,781,794   1,665,209      7.0%
Mainline           18,087,277  17,774,094      1.8%
Regional            2,721,244   2,571,256      5.8%
Consolidated       20,808,521  20,345,350      2.3%

Passenger load factor
North America           82.8%       82.9%  (0.1pts.)
International           82.3%       83.7%  (1.4pts.)
Atlantic                81.5%       84.6%  (3.1pts.)
Pacific                 84.9%       84.3%   0.6pts.
Latin America           79.2%       80.8%  (1.6pts.)
Mainline                82.5%       83.3%  (0.8pts.)
Regional                76.0%       76.3%  (0.3pts.)
Consolidated            81.7%       82.4%  (0.7pts.)

Onboard passengers ('000)
Mainline                8,055       8,188     (1.6%)
Regional                3,661       3,565      2.7%
Consolidated           11,716      11,753     (0.3%)

Cargo revenue ton miles ('000)
Total                 244,714     251,995     (2.9%)

                Combined United and Continental
             Pro Forma Preliminary Financial Results

                                                  Change
                                                  ------

November 2010 year-over-year consolidated
PRASM change                                        11.7%
November 2010 year-over-year mainline
PRASM change                                        12.4%
December 2010 estimated year-over-year
consolidated PRASM change                    7.5% to 8.5%
December 2010 estimated year-over-year
mainline PRASM change                        8.5% to 9.5%
December 2010 estimated consolidated average
price per gallon of fuel,
including fuel taxes                                $2.49

Fourth Quarter 2010 estimated consolidated
average price per gallon of fuel, including
fuel taxes                                          $2.44

        Preliminary December Operational Results for United

                                         2010   2009   Change
                                         ----   ----   ------
On-Time Performance                      83.1%  77.3%  5.8pts.
Completion Factor                        97.9%  97.2%  0.7pts.

                 GAAP to Non-GAAP Reconciliations

    Pursuant to SEC Regulation G, the company has included the
following reconciliation of reported non-GAAP financial measures
to comparable financial measures reported on a GAAP basis.  Since
the Company did not apply cash flow hedge accounting prior to
April 1, 2010, the Company believes that the net fuel hedge
adjustments provide management and investors with a better
perspective of its performance and comparison to its peers because
the adjustments reflect the economic fuel cost during the periods
presented and many of our peers apply cash flow hedge accounting.
The non-cash mark-to-market gain/loss adjustment includes the
reversal of prior period non-cash mark-to-market gain/loss related
to actual December and actual fourth quarter hedge settlements.

           Combined United and Continental Pro Forma

                                        Dec. 2010    4Q 2010
                                        ---------  ---------
Consolidated fuel price per gallon (GAAP)   $2.50      $2.46
Less: Non-cash, net mark-to-market gains
and (losses) per gallon                     (0.01)     (0.02)
                                        ---------  ---------
Consolidated fuel price per gallon
excluding non-cash, net mark-to-market
gains and losses                            $2.49      $2.44
                                        =========  =========

                      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 Sept. 30, 2010, United Continental had $20.055 billion in total
assets against total current liabilities of $8.256 billion, long-
term debt of $6.025 billion, long-term obligations under capital
leases of $906 million, other liabilities and deferred credits of
$7.074 billion, and a stockholders' deficit of $2.206 billion.


U.S. DRY CLEANING: Disclosure Statement Hearing Set for Feb. 9
--------------------------------------------------------------
On January 3, 2011, U.S. Dry Cleaning Services Corp. and its
affiliates filed with the U.S. Bankruptcy Court for the Central
District of California a Chapter 11 Plan of Reorganization and a
related disclosure statement.

The Disclosure Statement hearing will be held on February 9, 2011,
at 9:00 a.m., at Courtroom "5D" 411 W. Fourth Street, in Santa
Ana, Calif.

The Plan provides for the Debtors' emergence from their Chapter 11
cases as one consolidated entity under U.S. Dry Cleaning Services
Corporation, which the Debtors anticipate will occur in
March 2011.

Pursuant to the Plan terms, the Plan will be funded by new
financing in the sum of approximately $12 million to be raised by
INTL Provident Group, the Debtors' investment banker, through a
private offering of the Reorganized Debtor's new debt and/or
equity securities.  This $12 million will be used to, among other
things, fund the Plan and provide the Reorganized Debtor with
sufficient working capital to implement its growth strategy.

Under the terms of Provident's engagement, after securing the Exit
Financing and after the Effective Date, Provident will engage with
the Reorganized Debtor towards a public offering on a "firm
commitment" basis, subject to the conditions contained in its
engagement letter.  Under the Plan, creditors will receive New
COMMON STOCK issued in connection with a public offering.

The prepetition senior secured claims of the Setal Entities will
be satisfied as follows: (i) a $5 million cash payment on the
Effective Date; (ii) issuance of a $4.1 million subordinated
secured convertible note upon the same terms and conditions as the
New Debt Securities; (iii) 420,000 shares of New Common Stock on
the Effective Date; and (iv) conversion of approximately
$8.2 million of secured debt into New Common Stock at the
Discounted Stock Price in connection with the Subsequent Public
Offering or, if no Subsequent Public Offering is effected within
12 months after the Effective Date of the Plan, then the
conversion of approximately $8.2 million of secured debt into New
Common Stock at the rate of one (1) share for each $5.00 of
secured debt.

Other senior secured creditors will be: (a) paid in cash on the
Effective Date; (b) paid over time pursuant to agreement with the
Debtors; or (c) paid with a partial cash payment upon the
Effective Date and a subordinated secured convertible note.

General unsecured creditors, estimated collectively to be
$10 million, will receive on a pro rata basis $1 million in cash
on the Effective Date, with the balance of approximately $9
million converted into New Common Stock at the Discounted Stock
Price in connection with the Subsequent Public Offering or, if no
Subsequent Public Offering is effected within 12 months after the
Effective Date of the Plan, then the approximate $9.0 million of
secured debt into New Common Stock of the Reorganized Debtor at
the rate of one (1) share for each $10.00 of secured debt.

Holders of priority tax claims, estimated to be $750,000, will be
paid in equal quarterly payments with interest over an approximate
four year period (except for certain small priority tax claims
that will be paid in Cash on the Effective Date).

Holders of convertible preferred stock will be deemed to have
fully converted into the Reorganized Debtor's common stock on the
Effective Date at the rate of 110% of the applicable conversation
rate.  Holders of common stock, including the post-conversion
Preferred Stock will receive one share of New Common Stock for
every 25 shares of stock held on the Record Date and surrendered
to the transfer agent.

A full-text copy of the Chapter 11 Plan is available for free at:

               http://researcharchives.com/t/s?72c1

                 About U.S. Dry Cleaning Services

Newport Beach, California-based U.S. Dry Cleaning Services
Corporation (d/b/a US Dry Cleaning Corporation) currently owns and
operates seventy-one (71) dry cleaning stores and three processing
plants in the United States.  USDC and seven of its affiliates
filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the Central District of California on
March 4, 2010.  Simon Aron, Esq., and Susan K. Seflin, Esq., at
Wolf, Rifkin, Shapiro, Schulman & Rabkin, LLP, are the attorneys
for the Debtors.

The cases are jointly administered under Enivel, Inc., Case No.
10-12735.

Charles T. Moffitt is the Debtors' Chief Restructuring Officer.
The Company estimated its assets at $1 million to $10 million and
debts at $10 million to $50 million.


US AIRWAYS: Downgraded by Soleil Securities to "Hold"
-----------------------------------------------------
American Banking & Market News reports that equities research
analysts at Soleil Securities downgraded shares of US Airways
Group, Inc., from a "buy" rating to a "hold" rating in a research
note to clients and investors on January 12.  The analysts, the
report notes, currently have a $12.00 price target on the stock.

Separately, analysts at Zacks Investment Research reiterated a
"neutral" rating on shares of US Airways Group, Inc., in a
research note to investors on December 28, 2010, American Banking
& Market News adds 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).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                           *     *     *

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: To Cut 90 Jobs at Pittsburgh Int'l Airport
------------------------------------------------------
A report by GCTL8.com says that US Airways intends to cut more
than 90 jobs at Pittsburgh International Airport as part of plans
to cut 170 jobs nationwide due to reduced demand and other
changes.

According to the report, 73 fleet service workers will be
furloughed at the airport about 10 miles west of the city.
Moreover, 18 employees who work at ticket counters or airport
gates will also be among the cuts expected in March, GCTL8.com
says.

The cuts, the report notes, will leave Lodge 1044 of the
International Association of Machinist and Aerospace Workers with
about 80 members who still handle baggage and cargo, or clean and
cater jets at the airport.

                         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).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                           *     *     *

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: To Close Philippines Call Center by October
-------------------------------------------------------
US Airways plans to close its Manila call center by October this
year, reports thestreet.com.

The report notes that US Airways opened the Philippines center as
a temporary measure under a 2004 agreement, negotiated during its
bankruptcy, with the Communications Workers of America, which
represents its agents.  "We agreed in 2004 that they could
temporarily outsource this work," said CWA spokeswoman Candace
Johnson in the report.  "There were going to be layoffs and the
company said there wouldn't be, in exchange for allowing this
work to be done offshore."

According to the report, US Airways brought back 600 reservations
jobs from Manila, Mexico City and San Salvador to the U.S. in
2006.  "Our reservations team does a much better job than those
the work has been outsourced to," said US Airways CEO Doug
Parker, in a May 2006 interview, notes the report.  "Despite our
efforts to improve the outsourcing, it will never be as good as
having our own employees do it."

Mr. Parker credited intensive cost-cutting for making it feasible
to bring work back.

                         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).

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

                           *     *     *

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: Wants to Join United in Alliance
--------------------------------------------
US Airways President Scott Kirby said the carrier has approached
United about joining in a transatlantic joint venture with anti-
trust immunity, Ted Reed of The Street reports.

"If there's an opportunity to make it better by being part of a
joint venture, we would like to do that," The Street quoted Mr.
Kirby as saying at the carrier's fourth-quarter earnings call.
"It's something we've had some conversations about with them."

However, since United is working to implement a merger with
Continental, including US Airways in the carriers' transatlantic
joint venture "is not anything that's imminent" but "maybe . . .
potentially down the road," Mr. Kirby added, notes 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).

                           *     *     *

As of Sept. 30, 2010, US Airways had $8.006 billion in total
assets, $3.049 billion in current liabilities, $4.883 billion in
non-current liabilities, and $74 million in stockholders' equity.

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.


VILLAGE AT CAMP: Wants Plan Acceptance Period Extended to April 4
-----------------------------------------------------------------
Village at Camp Bowie I, L.P., asks the U.S. Bankruptcy Court for
the Northern District of Texas to extend its exclusive right to
obtain acceptances of its Chapter 11 Plan of Reorganization, up to
and including April 4, 2011.  The Debtor said Western Real Estate
Equities, LLC, scheduled its "motion for valuation" on January 26,
2011, just 5 days prior to the Debtor's exclusive period to obtain
confirmation of its Plan.

As reported in the Troubled Company Reporter on February 3, 2011,
Village at Camp Bowie I, L.P., has filed a proposed Plan and
explanatory 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 Court has set a
hearing for February 10, 2011 at 1:30 p.m. to consider the
adequacy of the Disclosure Statement.

                      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.R. GRACE: Garlock Document Request Facing Objections
------------------------------------------------------
Two groups of law firms oppose Garlock Sealing Technologies
Inc.'s motion to access statements filed under Rule 2019 of the
Federal Rules of Bankruptcy Procedures in 12 bankruptcy cases:

  -- Kazan, McClain, Lyons, Greenwood & Harley, Waters & Kraus
     LLP, Stanley, Mandel & Iola, L.L.P., Simmons Browder
     Gianaris Angelides & Barnerd LLC, Bergman, Draper & Frockt,
     Gori Julian & Associates, P.C., Early, Lucarelli, Sweeney &
     Strauss, Cooney & Conway, George & Sipes LLP, Lipsitz &
     Ponterio, LLC, Bifferato LLC, and Montgomery, McCracken,
     Walker & Rhoads, LLP; and

  -- The Law Offices of Peter G. Angelos, P.C., Baron & Budd,
     P.C., Brayton Purcell, LLP, Hissey Kientz, LLP, The Lipman
     Law Firm, Reaud, Morgan & Quinn, Inc., Thornton & Naumes,
     LLP, Waters & Kraus, LLP, and Williams Kherkher Hart
     Boundas, LLP.

The Law Firms contend that seven of the 12 bankruptcy cases are
already closed and Garlock's motion proposes a re-opening of
those closed cases and intervening in all of the cases despite
being neither a creditor nor cognizable party-in-interest.

"As a mere bystander with no discernible stake in any of the
bankruptcy cases, Garlock should not be permitted to re-open long
closed cases or intervene in those that remain open," the Law
Firms assert.

                      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)


* Accommodating Markets Shrink Maturing Junk-Rated Debt
-------------------------------------------------------
According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Moody's Liquidity-Stress Index released Feb. 1 said that
liquidity pressures on lower-tier junk-rated companies are the
lowest since mid-2005.  Moody's said the improvement comes from
"high-yield markets" which "have welcomed even risky credits."

One year ago, weaker credits in the class had $79 billion in debt
maturing this year.  Now, debt maturing in 2011 has been reduced
to $26 billion, Moody's said.

Although near-term debt maturities have been reduced, Moody's said
that "total debt levels were not meaningfully reduced."  Instead,
the "companies merely 'kicked-the-can'" down the road, Moody's
said.

There is $130 billion of 'Caa1'-or-lower rated debt maturing in
the next five years, Moody's said in a separate report.  Companies
in this category, Moody's said, "could face difficulties
refinancing their debt if the leveraged finance market comes under
stress."

Looking ahead, Moody's said the "biggest liquidity risks today are
the risk that the economic recovery turns south."


* Canadian Business Bankruptcies at Record Low, CIBC World Says
---------------------------------------------------------------
Business bankruptcies in Canada are at an all-time low, finds
CIBC's latest Bankruptcy Report.

Just over 3,500 firms declared bankruptcy during the first 10
months of 2010 -- 26% below the rate seen in the same period of
last year, and less than half the average level of the past twenty
years. The 3.4 bankruptcies per 1,000 businesses in 2010 was by
far the lowest on record.

"In some ways, Corporate Canada has never been stronger than it is
right now," says Benjamin Tal, Deputy Chief Economist at CIBC.
"Better-than-expected profitability and a reluctance to spend in
recent years has left Canadian businesses sitting on a record
amount of cash and confident about the future.  Corporate Canada's
decision to quickly downsize during the recent recession not only
allowed it to withstand the downturn but has also allowed it to
ramp up its hiring at a much faster clip than we've seen
stateside."

The recent revision of the employment data by Statistics Canada
revealed that the country is 30,000 jobs short of the pre-
recession peak.  At the current rate of job creation it will take
no more than a few months to completely close the gap.  In the
U.S., with the level of employment no less than 5.5% below the
prerecession level, it will take 55 months to return to pre-
recession levels at the current pace of job creation.

Mr. Tal explains that despite the fact that both countries have
already closed the GDP gap, Canada's notable outperformance in job
creation has been driven in part by the different trajectories
seen in the path of business bankruptcies in the two countries.
"In the U.S. the number of business bankruptcies has risen at a
rate not seen since the 1970s, but there has been no similar story
here in Canada.

"Not only is the number of business bankruptcies low, but it
continues to fall at a rate not seen before.  The 2008-2009
recession was the only downturn on record that saw the number of
business bankruptcies in Canada drop and even now they are falling
at a year-over-year rate of 30% - much faster than the pace seen
in any other recovery.  And despite the fact that today there are
30% more businesses in the Canadian economy than in the late
1980s, there are also 50 per cent fewer bankruptcies."

The report notes that the ability of Canadian firms to stay in
business during the recession was, in part, a result of some well-
timed defensive steps taken by its business leaders.  Unlike the
situation in the U.S. or during other post-war recessions,
Corporate Canada was able to tackle reduced demand and increased
borrowing costs by more quickly rationing and downsizing - as
opposed to waiting too long and being forced into plant closures.

"In the earlier part of the recession, jobs in Canada were
disappearing faster than in any other recession," adds Mr. Tal.
"And most of these jobs were lost due to downsizing - not
bankruptcies.  This distinction is important since re-hiring by
downsized but existing companies during the recovery occurs much
faster than hiring by new firms.  And that's exactly what we have
witnessed during the current recovery with overall employment
reaching pre-recession levels faster than in any other cycle."

All provinces have seen the number of business bankruptcies fall
over the year ending October 2010 - with British Columbia leading
the way with an astonishing 43% fewer bankruptcies than during the
same period in the previous year.  Ontario, Manitoba and
Saskatchewan also saw business bankruptcies decline more than the
national average.

Alberta saw the number of business bankruptcies fall by only nine
per cent during this period - likely a lagged effect of the
slowing activity in the energy sector.  By industry, the
improvement over the year ending October 2010 was relatively
uniform with all industries seeing a notable decline in business
failures.

    Change in Business Bankruptcies By Province

      Nov 09-Oct 10 vs. Nov 08-Oct 09

    Alberta                 -8.9%
    Atlantic                -17.6
    Quebec                  -23.8
    Canada                  -26.6
    Man/Sask                -27.7
    Ontario                 -30.2
    BC                      -43.4

The complete CIBC World Markets report is available at:
http://research.cibcwm.com/economic_public/download/bkpty-
20110203.pdf


* BOOK REVIEW: Leveraged Management Buyouts - Causes and
  Consequences
--------------------------------------------------------
Edited by Yakov Amihud
Beard Books, Washington, D.C. 2002
(reprint of 1989 book published by Dow Jones-Irwin)
268+xiii pages
$34.95 trade paper, ISBN 1-58798-138-6

The twelve papers were first presented at a 1988 conference
sponsored by the Salomon Brothers Center for the Study of
Financial Institutions held at the New York University Leonard N.
Stern School of Business.  The papers by leading business figures
were "intended to expand the understanding of the causes and
consequences of leveraged management buyouts and to contribute to
the debate on the appropriate public policy to be applied" [from
the editor Mr. Amihud's Preface].  This aim involved the analyses
of leveraged management buyouts [MBO] by businesspersons who had
participated in such transactions, review of the latest academic
research on the topic, and a critical look at the relevant
regulatory proposals.  The interest in policy -- i. e., government
policy -- on MBO's is emphasized by the presence of the notable
Edward J. Markey -- at the time the chairman of the
Telecommunications and Finance Subcommitte of the U. S. House of
Representatives -- to give a paper on "Legislative Views on
Management Buyouts."  The participaton of Joseph A. Grundfest of
the Securities and Exchange Commission adds to this emphasis.
Other participants are outstanding lawyers and professors in the
fields of corporate finance and buyouts and one participant from
Goldman, Sachs.

When the conference was held and the book published shortly
thereafter in the late 1980s, leveraged buyouts were occurring
across the United States business landscape in "unprecedented
levels, both in number and in size of transaction."  One recalls
that this was the latter years of the two Reagan presidential
terms during which entrepreneurialism, deregulation, mergers and
acquistions, and other practices for new kinds of business growth
were officially encouraged.  The Reagan policies created a new
business environment.  MBOs were a part of this.

Resembling for the most part the leveraged buyouts (LBOs) which
were occurring widely at the time, MBOs were distinguished within
this activity in that "the incumbent management [of the firm being
bought out] acquires a substantially greater proportion of the
firms' equity than it previously had and the public firm is merged
into the privately owned firm that usually continues to operate
the acquired firm as an independent company."  Oftentimes
particular assets and sometimes whole divisions of the acquired
firm are sold off.  The firm acquiring a company is "normally a
group of investors [who formed] a shell holding corporation, whose
equity is privately held."  Such investors would have a great deal
more latitude in making acquisitions and in selling off parts of
an acquired company than in typical mergers-and-acquisitions
between companies for the purposes of symbiosis or efficiencies in
operations for example.  The managers of a company more or less
take this position toward their company in a leveraged management
buyout.

The concerns and questions raised especially by leveraged
management buyouts in the late 1980s are the same ones as today.
Then as now, MBOs "inspire the question of fairness and the
question of whether this form of restructuring has real economic
benefits."  The papers try to answer these questions though no
definitive answers can be given since questions of fairness and
economic benefits raise further questions about fairness and
benefits for whom; and also business conditions are continually
changing leading to new perspectives and assessments of leveraged
management buyouts.

The severe United States' recession with global repercussions
starting in 2008 once again raises such ethical and economic
questions.  The closing words of Roberta Romano of the Yale Law
School in her paper "Management Buyout Puzzles" still apply:
"Although we have learned a great deal about MBOs, in my
estimation, we are still groping in the dark."  As in many
matters, there are no permanent answers or positions.  Some MBOs
are right and beneficial, while others are wrong and harmful.  The
learned papers of this collection help readers weigh which MBOs
are which type.

Yakov Amihud is the Ira Leon Rennett Professor of Entrepenurial
Finance at the NYU Stern School of Business who has written on
corporate finance, mergers and acquisitions, and securities'
trading.

                           *********

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.


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