TCR_Public/110211.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 11, 2011, Vol. 15, No. 41

                            Headlines

163RD STREET: Case Summary & 14 Largest Unsecured Creditors
4928 INVESTMENTS: Voluntary Chapter 11 Case Summary
59 EAST: Voluntary Chapter 11 Case Summary
790 POTRERO: Case Summary & 4 Largest Unsecured Creditors
AEA FEDERAL: Financial Condition Continues to Sink

AIRTRAN HOLDINGS: Reports $38.54 Million Net Income for 2010
ALION SCIENCE: Incurs $11.13-Mil. Net Loss in Fiscal Q1
ALL AMERICAN: Case Summary & 20 Largest Unsecured Creditors
ALLY FINANCIAL: Kentucky Owners Drop Suit vs. Citi, Ally
ALMA ENERGY: Pikeville Energy Suit Remanded to Bankr. Court

APEX DIGITAL: Court Sets February 18 as Claims Bar Date
ARLIE & COMPANY: Court Approves Sale of Jasper Property
ARLIE & COMPANY: Proposes April 1 Auction for Hawaii Assets
ARROWHEAD GENERAL: Moody's Assigns 'B3' Ratings to First-Lien Loan
BARNEYS NEW YORK: CEO Unveils Plan to Revitalize Retailer

BAYOU WOOD: Voluntary Chapter 11 Case Summary
BERRY PLASTIC: Estimates $1.04-Bil. Net Sales for 1st Qtr.
BERNARD L MADOFF: Judge Bars Suits Against Madoff Relatives
BEST ENERGY: Increases Special Advance Amounts Under Revolver
BILLY JAMES MACE: Regions Bank Fails in Bid to Derail Plan

BIOFUEL ENERGY: Generates $46 Million From Rights Offering
BLOCKBUSTER INC: Mulls Selling Biz Amid Creditor Disagreements
BLOCKBUSTER INC: Gibb Wants Lift Stay to Liquidate Judgement
BLOCKBUSTER INC: Proposes K&L as Special IP Counsel
BLOCKBUSTER INC: Proposes V & E as Litigation Counsel

BRIAN A KITTS: Ch. 7 Trustee Gets $241T Damages in Winterfox Suit
BUCYRUS INTERNATIONAL: S&P Retains 'BB+' Rating on Positive Watch
CANAL CORP: Disclosure Statement Hearing on Feb. 15
CARGO TRANSPORTATION: U.S. Trustee Forms Creditor's Committee
CARTER BEHAVIOR: Case Summary & 17 Largest Unsecured Creditors

CARVER BANCORP: Defers Trust Preferred Dividend Payments
CASAIC OFFSET: Case Summary & 26 Largest Unsecured Creditors
CASCADE BANCORP: C. Casciato Does Not Own Any Securities
CASCADE BANCORP: Lightyear Entities Hold 24.38% Equity Stake
CASCADIA PARTNERS: U.S. Trustee Unable to Form Committee

CATHOLIC CHURCH: Milwaukee Files Schedules of Assets & Debts
CATHOLIC CHURCH: Milwaukee Files Statement of Financial Affairs
CATHOLIC CHURCH: Milwaukee Financials Incomplete, Creditors Say
CB HOLDING: Plan Filing Exclusivity Extended Until June 15
CHABAD HOUSE: Files for Bankruptcy to Halt Foreclosure Suit

CLEAR CHANNEL: Fitch Assigns 'CCC/RR4' Rating to $750 Mil. Notes
CLEARWIRE CORP: Abandons Retail Strategy to Focus on Wholesale
COMFORCE CORP: RBF Capital Disposed of All of 9.5% Stake
CORNERSTONE BANCSHARES: Gary Petty Owns 611 Common Shares
CRAIG LUTZ: Files for Chapter 13 Bankruptcy Protection

CREDIT-BASED ASSET: Files Plan; Would Repay Unclassified Claims
CRYSTAL CATHEDRAL: CFO Southard Resigns to Cut Estate Expenses
DBSD N.A.: Third Party Interested in Assets, Says Committee
DELTA PETROLEUM: CEO Lakey Owns 525,828 Common Shares
DELUXE ENTERTAINMENT: Moody's Confirms 'B1' Corp. Family Rating

DENNY'S CORPORATION: BlackRock Discloses 6.07% Equity Stake
DESERT ROCK: Case Summary & 18 Largest Unsecured Creditors
DEWEY'S SUPER TRANSPORT: Case Summary & Largest Unsec. Creditors
DISH NETWORK: BlackRock Discloses 7.52% Equity Stake
DVM HEALTH: Voluntary Chapter 11 Case Summary

DYNAVAX TECHNOLOGIES: BlackRock Discloses 7.42% Equity Stake
DYNEGY INC: UBS AG Discloses 0.34% Equity Stake
EASTMAN KODAK: BlackRock Discloses 6.57% Equity Stake
ELITE PHARMACEUTICALS: Gets FDA Approval of Generic HCL Tablets
ENNIS COMMERCIAL: Unsecureds to Get 7% Total, in Installments

ENTEGRA TC: S&P Junks Ratings on Second-Lien Loans From 'B'
EQUIPMENT MANAGEMENT: Case Summary & 20 Largest Unsec Creditors
ESSEX OIL: Randsburg Int'l Wants Wm. Andrew Campbell as Receiver
FENTURA FINANCIAL: Sale of West Michigan Bank Completed
FIRST NATIONAL: Wants Plan Filing Deadline Extended to May 5

FIRSTFED FINANCIAL: Taps Garden City as Noticing Agent
FKF MADISON: Controlling Members Ditch Shapiro-Backed Plan
FLORIDA EAST: Moody's Assigns 'Caa1' Corporate Family Rating
FLORIDA EAST: S&P Downgrades Corporate Credit Rating to 'B-'
FORD MOTOR: BlackRock Holds 5.28% Equity Stake

FORD'S COLONY: Judge Wants Plan Talks to Continue
FRIENDSHIP MISSIONARY: Case Summary & Creditors List
GENERAL GROWTH: Eurohypo AG Defends $85 Million Claim
GENERAL GROWTH: Reaches Agreement on NY $12 Mil. Cure Claim
GENERAL MARITIME: BlackRock Discloses 5.25% Equity Stake

GENERAL MOTORS: DTE Pontiac Wants Talk on Project Contracts
GENERAL MOTORS: Old GM Objects to Super Industries' Class Claims
GENERAL MOTORS: Opposes Interim Allowance of Appaloosa Claims
GENERAL MOTORS: Says Bankr. Court Has Jurisdiction in UAW Suit
GENERAL MOTORS: Has Already Filed 200 Omnibus Claims Objections

GENERAL NUTRITION: Moody's Upgrades Corp. Family Rating to 'B2'
GENERAL NUTRITION: S&P Assigns 'B+' Rating to $80 Mil. Loan
GLAZIER GROUP: U.S. Trustee Forms 3-Member Creditors Committee
GLAZIER GROUP: GE Capital Wants Trustee to Oversee Sale
GRAY TELEVISION: BlackRock Discloses 6.66% Equity Stake

GULF FREEWAY: Files Plan of Reorganization & Disclosure Statement
HARDAGE HOTELS VIII: San Diego Unit of Hardage Hotels in Ch. 11
GYMBOREE CORP: S&P Assigns Corporate Credit Rating at 'B+'
HEALTH NET: Fitch Upgrades Issuer Default Rating to 'BB+'
INTEGRAL NUCLEAR: Back in Chapter 11 After Old Plan Fails

H. BEASLY: Case Summary & 20 Largest Unsecured Creditors
HARRINGTON WEST: Plan Filing Exclusivity Extended to June 27
HARRY & DAVID: Issues Going-Concern Doubt Warning
HD SUPPLY: T. Newnam Resigns; Ledford and Bernasek Fill Vacancy
HEALTHSOUTH CORP: BlackRock Discloses 9.28% Equity Stake

HF THREE: Files Plan of Reorganization & Disclosure Statement
HIGHWAY TRUST FUND: Could be Insolvent Next Fiscal Year
HILLARY HARMON: Bankr. Ct. Explains Sanctions Against Lighthouse
HOVNANIAN ENTERPRISES: Offers $155MM Notes & $47MM of Securities
HP DISTRIBUTION: Must Decide on Teletrac Deal for GPS Units

IMAGE METRICS: Buys Big Stage Assets for 2-Mil. Shares
INCENTIUM LLC: Ceases Business Operations
INTERNATIONAL GARDEN: Gets Court's Nod to Amend DIP Financing Pact
ISC BUILDING: To Seek Plan Confirmation
ISLAND ONE: Seeks Nod to Delay Auction Until March 10

ISTAR FINANCIAL: BlackRock Discloses 5.85% Equity Stake
ISTAR FINANCIAL: Johnsons' Equity Stake Down to 15,500 Shares
JDE FLORIDA: Case Summary & 20 Largest Unsecured Creditors
JENNIFER CONVERTIBLES: Court Signs Order Confirming Exit Plan
JETBLUE AIRWAYS: BlackRock Discloses 6.66% Equity Stake

JUNCO STEEL: Steel Products Maker in Chapter 11
KRATOS DEFENSE: S&P Puts 'B+' Rating on CreditWatch Negative
LACK'S STORES: US Trustee Forms Five-Member Creditor's Committee
LACK'S STORES: Files Schedules of Assets and Liabilities
LOCAL INSIGHT: Directory Distributing Quits From Creditors Panel

LOEHMANN'S HOLDINGS: Plan Approved Subject to Changes
LOGAN JOHNSTON: Court to Hold Further Briefing in Sternberg Case
MAGIC BRANDS: Ex-Franchisee Barred From Using Fuddruckers Name
MARKWEST ENERGY: Moody's Assigns 'B1' Rating to $300 Mil. Notes
MIDWEST PROPERTIES: Case Summary & 2 Largest Unsecured Creditors

MILLENNIUM MULTIPLE: Seeks 10-Day Exclusivity Extension
NACIREMA INDUSTRIES: US Trustee Names 5 Members to Creditors Panel
NEW DRAGON: Receives NYSE Amex Notice on Non-Compliance
NEW INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors
OSCEOLA TRACE: Case Summary & Largest Unsecured Creditor

PAGE ONE: Case Summary & 20 Largest Unsecured Creditors
PALM HARBOR: $50-Mil. Sale Won't Provide Payment to Stockholders
PASOS HOMES: Voluntary Chapter 11 Case Summary
PETTERS CO: District Court Approves Vennes Asset Distribution Plan
PHILADELPHIA RITTENHOUSE: Files Schedules & Statement

POINT BLANK: Creditor Objects to Disclosure Statement
PRO FIT: Case Summary & 20 Largest Unsecured Creditors
QSGI INC: Plan Outline Approved; March 21 Confirmation Hearing Set
RAINIER MOVING: Case Summary & 20 Largest Unsecured Creditors
RDK TRUCK: Section 341(a) Meeting Scheduled for March 2

RDK TRUCK: Has Interim OK to Hire Morse & Gomez as Bankr. Counsel
RIVERSIDE COUNTY: S&P Assigns Negative Outlook on 'BB-' Rating
ROBERT PODZEMNY: Can Use Cash for 2011 Cattle and Corn Crop
ROUND TABLE PIZZA: Files for Chapter 11 to Close "Some" Stores
ROUND TABLE: Case Summary & 20 Largest Unsecured Creditors

SANTA ROSA BAY: $2.2MM July Bond Payment Looms for Bo's Bridge
SHUBH HOTELS PITTSBURGH: Lenders Plan Outline Hearing on March 8
SOLOMON DWEK: District Court Rejects Kantrowitz Appeal
SPEEDWAY MOTORSPORTS: S&P Assigns Rating to $250 Mil. Senior Notes
SPRINGFIELD LANDMARK: Judge Denies Bank's Dismissal Request

STANWELL DRIVE: Voluntary Chapter 11 Case Summary
STONEWALL MINER: Case Summary & 3 Largest Unsecured Creditors
SUNCAL COS: To Appeal Approval of Lehman-Trustee Settlement
TAYLOR BEAN: Wins Nod to Sell Mortgage Loans to Selene
TED B WATTS: BankTrust's Objection to Espy Fees Overruled

TRANSDIGM INC: Moody's Affirms 'B1' Corporate Family Rating
TRICO MARINE: Creditors Approve Reworked Settlement
TRICO MARINE: Silverback Asset Ceases to Own Common Shares
TSG INC: Cash Collateral Hearing Continued Until March 30
ULTIMATE ACQUISITION: U.S. Trustee Names 7-Member Creditors Panel

USHC LLC: Voluntary Chapter 11 Case Summary
VULCAN ENERGY: S&P Withdraws 'BB' Corporate Credit Rating
WARNER MUSIC: Moody's Reviews 'Ba3' Corporate Family Rating
WASHINGTON MUTUAL: May Deadline Set for Insider Trading Probe
WELLPOINT SYSTEMS: Under Receivership in Canada; Files Ch. 15

WELLPOINT SYSTEMS: Chapter 15 Case Summary

* Debt Maturity Wall Crumbles by $482 Billion
* S&P: Bank Ratings Can Withstand Loan Buybacks
* Moody's: Defaults and Recoveries Underscore Severity of Crisis
* Moody's: Global Default Rate Falls to 2.8% in January

* State Bankruptcy Option 'Not the Answer,' House Panel Told
* LoPucki, UCLA Law Host One-Day Bankruptcy Conference Today

* AHV Associates LLP Forms New Restructuring Team
* Three Day Pitney Bankruptcy Pros Join Pryor Cashman

* BOOK REVIEW: Medical Jurisprudence, Insanity, and Toxicology

                            *********

163RD STREET: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 163rd Street Plaza, LLC
        6910 Stirling Road
        Hollywood, FL 33024

Bankruptcy Case No.: 11-13435

Chapter 11 Petition Date: February 9, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Scott Alan Orth, Esq.
                  LAW OFFICES OF SCOTT ALAN ORTH, P.A.
                  3880 Sheridan St.
                  Hollywood, FL 33021
                  Tel: (305) 757-3300
                  Fax: (305) 757-0071
                  E-mail: orthlaw@bellsouth.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 14 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb11-13435.pdf

The petition was signed by Isaac Betesh, managing member.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
M & Z Carriage Hills, LLC.             11-10777   01/12/2011


4928 INVESTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 4928 Investments, LLC
        aka Hollywood Courtyard Apartments
        4800 Hollywood Blvd., Suite 1A
        P.O. Box 813788
        Hollywood, FL 33020

Bankruptcy Case No.: 11-13340

Chapter 11 Petition Date: February 8, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Brian S. Behar, Esq.
                  BEHAR, GUTT & GLAZER, P.A.
                  2999 NE 191 St 5 Fl
                  Aventura, FL 33180
                  Tel: (305) 931-3771
                  E-mail: bsb@bgglaw.net

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

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

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

The petition was signed by Marcos Fintz.


59 EAST: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: 59 East 125 Ltd.
        59 East 125th Street
        New York, NY 10035
        Tel: (212)831-5584

Bankruptcy Case No.: 11-10494

Chapter 11 Petition Date: February 8, 2011

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

Debtor's Counsel: Reginald A. Jacobs, Esq.
                  REGINALD A. JACOBS, PLLC
                  1324 E. Gun Hill Road, Suite 300
                  Bronx, NY 10469
                  Tel: (718)652-0706
                  Fax: (718)652-0659
                  E-mail: reginald@jacobs-esq.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 Sheila D. Thomas, president.


790 POTRERO: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 790 Potrero LLC
        1153 Mission Street
        San Francisco, CA 94103

Bankruptcy Case No.: 11-30481

Chapter 11 Petition Date: February 8, 2011

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Richard A. Hall, Esq.
                  BOTTOMLINE LAWYERS
                  P.O. Box 237
                  Auburn, CA 95603
                  Tel: (530) 888-7100
                  E-mail: caeb@bottomlinelawyers.com

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb11-30481.pdf

The petition was signed by Valerie Lee, managing member.


AEA FEDERAL: Financial Condition Continues to Sink
--------------------------------------------------
Joyce Lobeck at YumaSun.com reports that AEA Federal Credit
Union's financial picture continues to deteriorate, with its net
worth/total asset ratio now a negative 7.63%, making AEA
insolvent.

According to YumaSun.com, Cherie Umbel, a spokeswoman for National
Credit Union Administration (NCUA), said she couldn't discuss the
financial status of an individual credit union such as AEA because
of confidentiality regulations.  Ms. Umbel said AEA members,
however, may rest assured it is business as usual under NCUA's
conservatorship.  And their money is "safe and secure," she said,
explaining that each account is insured up to $250,000 by NCUA.

The growing business loan losses at AEA have erased all capital at
the one-time $410 million credit union and forced it to report a
$31 million loss for 2010, YumaSun.com reports citing the fourth-
quarter 2010 call report just posted on http://www.NCUA.gov/

YumaSun.com discloses that AEA's assets are now listed at
$261.7 million, a steep decline over the past two years.  In
September, the assets were listed at $309 million and net worth
ratio at 2%.  AEA also listed $36.3 million in loans 60 days or
more past due, foreclosed and repossessed assets of $20.5 million,
and $30.9 million in loans subject to bankruptcies.

In December, YumaSun.com recalls, former business loan director
William Liddle and his wife, Rhonda, were indicated by a federal
grand jury on charges of making millions of dollars in risky
member business loans in exchange for more than $1 million in
kickbacks.  Local businessman Frank Ruiz also was indicted,
YumaSun.com adds.

Ms. Umbel, as cited by YumaSun.com, said the options for AEA's
future include merger, liquidation or resolving the credit union's
financial problems and returning it to local control.

AEA was placed under conservatorship in mid-December after being
on NCUA's watch list for months because of mounting real estate
losses.  Thomas Martin, a former CEO of now-merged Continental FCU
of Tempe, has been acting as the conservatorship CEO.  NCUA is the
federal regulatory and insurer agency for credit unions.

AEA is one of various credit unions currently being run under NCUA
conservatorship, including California's Arrowhead Central CU,
Family First CU in Utah, and Keys FCU in Key West, Fla.  Family
First is insolvent with a net worth ratio of -10.49%.


AIRTRAN HOLDINGS: Reports $38.54 Million Net Income for 2010
------------------------------------------------------------
On February 4, 2011, Airtran Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K,
reporting net income of $38.54 million on $2.62 billion of total
operating revenue for the year ended December 31, 2010, compared
with net income of $134.66 million on $2.34 billion of total
operating revenue during the prior year.

At December 31, 2010, the Company's balance sheet showed
$2.18 billion in total assets, $1.64 billion in total liabilities
and $539.36 million in total stockholders' equity.

A full-text copy of the Annual Report is available for free at:

              http://ResearchArchives.com/t/s?7304

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- through its wholly owned
subsidiary, AirTran Airways, Inc., operates scheduled airline
service throughout the United States and to selected international
locations.

                           *     *     *

AirTran carries 'Caa1' corporate family and probability of default
ratings from Moody's Investors Service.  It has 'B-' issuer credit
ratings from Standard & Poor's.

At the end of September 2010, Moody's said it has placed AirTran's
corporate family rating under review for possible upgrade, after
the announcement that Southwest Airlines, Inc., has entered into
a definitive agreement to acquire 100% of the outstanding common
stock of AirTran for cash and common stock aggregating
$1.4 billion.  The companies indicated that a closing would not
occur until sometime in the first half of 2011.

On Sept. 27, 2010, AirTran announced that it reached an agreement
to sell itself to higher-rated Southwest Airlines for $1.3 billion
in cash and Southwest stock.  Southwest values the transaction at
$3.2 billion including assumed AirTran debt and aircraft leases.
Southwest forecasts annual revenue and cost synergies exceeding
$400 million once the airlines' operations are combined by 2013.
Southwest also sees one-time transaction costs of $300 million-
$500 million.

"In its view, the combination would weaken Southwest's financial
profile, which S&P characterize as intermediate -- the strongest
among rated U.S. airlines," said Standard & Poor's credit analyst
Philip Baggaley, in September 2010.  "Southwest's operating and
financial performance has improved in 2010, with EBITDA interest
coverage increasing to 4.6x for the 12 months ended June 30, 2010,
from 3.6x a year earlier and funds from operations to debt
increasing to 20% from 12%.  While these are still below
appropriate levels for the rating category, S&P expects the
improving operating trend to result in increasing levels over the
next several quarters.  AirTran has substantial operating lease
commitments (around $2 billion), since, unlike Southwest, it does
not own many of its aircraft.  These commitments would be assumed
by Southwest, significantly increasing its lease-adjusted debt
obligations."


ALION SCIENCE: Incurs $11.13-Mil. Net Loss in Fiscal Q1
-------------------------------------------------------
On February 4, 2011, Alion Science and Technology filed its
quarterly results with the U.S. Securities and Exchange Commission
reporting a net loss of $11.13 million on $200.77 million of
contract revenue for the fiscal first quarter ended December 31,
2010, compared with a net loss of $7.94 million on $205.74 million
of contract revenue for the same period the year before.

The Company's balance sheet at December 31, 2010, showed,
$630.61 million in total assets, $719.81 million in total
liabilities, $147.60 million in redeemable common stock,
$20.78 million in common stock warrants, $177,000 of accumulated
other comprehensive loss, and $257.40 million in accumulated
deficit.

A full-text copy of the Quarterly Report is available for free at:

               http://ResearchArchives.com/t/s?7308

                        About Alion Science

Alion Science and Technology Corporation, based in McLean, VA, is
an employee-owned company that provides scientific research,
development, and engineering services related to national defense,
homeland security, and energy and environmental analysis.
Particular areas of expertise include communications, wireless
technology, netcentric warfare, modeling and simulation, chemical
and biological warfare, program management.

                           *     *     *

Alion carries 'Caa3' corporate family and probability of default
Ratings, with stable outlook, from Moody's.  Alion carries a 'B-'
corporate credit rating, with stable outlook, from Standard &
Poor's.

Moody's said in March 2010, "The Caa1 corporate family rating
would balance the continued high leverage against a promising
business backlog that could sustain the good 2009 revenue growth
rate, though credit challenges would remain pronounced."


ALL AMERICAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: All American Hardwood, Inc.
        1735 E. Grevillea Court
        Ontario, CA 91761

Bankruptcy Case No.: 11-14116

Chapter 11 Petition Date: February 8, 2011

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

Judge: Deborah J. Saltzman

Debtor's Counsel: Michael B. Reynolds, Esq.
                  SNELL & WILMER LLP
                  600 Anton Blvd Ste 1400
                  Costa Mesa, CA 92626
                  Tel: (714) 427-7000
                  E-mail: mreynolds@swlaw.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-14116.pdf

The petition was signed by Angela Ma, president.


ALLY FINANCIAL: Kentucky Owners Drop Suit vs. Citi, Ally
--------------------------------------------------------
Elizabeth Amon at Bloomberg News reports that Kentucky homeowners
dropped a possible class-action suit in which Citigroup Inc. and
Ally Financial Inc. units were accused of conspiring with Mortgage
Electronic Registration Systems Inc. to falsely foreclose on
loans.

Bloomberg relates that Heather Boone McKeever, the Lexington,
Kentucky, lawyer who sued on behalf of the homeowners, said by
e-mail that she dropped the case Feb. 3 because as a solo
practitioner she wouldn't be able to clear the "necessary hurdles"
for maintaining a federal class action and she couldn't interest a
larger law firm.  She said she continues to advise the plaintiffs
in their individual state-court cases.

The lawsuit, filed as a civil-racketeering case on behalf of all
Kentucky homeowners facing foreclosure, also named as a defendant
Reston, Virginia-based MERS, the company that handles mortgage
transfers among member banks.

The Kentucky homeowners, Bloomberg discloses, filed their
complaint Sept. 28 in Louisville.  They claimed that through MERS
the banks are foreclosing on homes even when they don't hold
titles to the properties.  The suit was dismissed without
prejudice.

The case is Foster v. Mortgage Electronic Registration Systems
Inc., Case No. 10-cv-611, (W.D. Ky.).

                       About Citigroup Inc.

Based in New York, Citigroup Inc. (NYSE: C) -- is a global
diversified financial services holding company whose businesses
provide a broad range of financial services to consumer and
corporate customers.

As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
The U.S. Treasury and the Federal Deposit Insurance Corporation
agreed to provide protection against the possibility of unusually
large losses on an asset pool of roughly $306 billion of loans and
securities backed by residential and commercial real estate and
other such assets, which will remain on Citigroup's balance sheet.
As a fee for this arrangement, Citigroup issued preferred shares
to the Treasury and FDIC.  The Federal Reserve agreed to backstop
residual risk in the asset pool through a non-recourse loan.

Citigroup also received $45 billion in bailout aid.  Citigroup
sold assets to repay the bailout funds.

                        About Ally Financial

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

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

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

Ally's balance sheet at Sept. 30, 2010, showed $173.191 billion
in total assets, $152.214 billion in total liabilities, and
$20.977 billion in total equity.

As reported by the Troubled Company Reporter on January 26, 2011,
Standard & Poor's Ratings Services raised its rating on the
preferred stock of Ally Financial Inc. (Ally; B/Stable/C) to 'CC'
from 'C'.  The ratings firm noted that Ally improved its liquidity
position and alleviated some funding pressure at its holding
Company in recent months, making it easier to meet obligations on
its preferred stock.  Nevertheless, the Company faces significant
debt maturities at its holding Company in 2011 and 2012, which is
reflected in the 'CC' rating.

In February 2011, Moody's Investors Service upgraded the issuer
and senior unsecured ratings of Ally Financial Inc. and its
supported subsidiaries to B1 from B3.  Concurrently, Moody's
upgraded the senior secured (second lien) and senior unsecured
ratings of mortgage finance subsidiary Residential Capital LLC to
Caa3 and Ca, respectively, from C.  The rating outlook for both
Ally and ResCap is stable.

Moody's said the Ally and ResCap upgrades reflect a decline in
ResCap's exposure to portfolio under-performance and mortgage
repurchase risks and an associated decrease in contingent risks to
Ally relating to its support of ResCap.  Additional factors
supporting Ally's upgrade include its strengthened liquidity and
capital positions and prospects for continued profitability in its
core auto finance and mortgage businesses based upon positive
asset quality performance trends.


ALMA ENERGY: Pikeville Energy Suit Remanded to Bankr. Court
-----------------------------------------------------------
When is a bankruptcy court's order "final" for purposes of appeal?
That is the threshold question posed by the action, Pikeville
Energy Group, LLC, v. THC Kentucky Coal Venture I, LLC, et al.,
Case No. 10-136 (E.D. Ky.).  Pikeville Energy filed a notice of
appeal from the United States Bankruptcy Court for the Eastern
District of Kentucky.  Pikeville Energy seeks review of two orders
issued by the bankruptcy court -- one dismissing its cross-claims
in an adversary proceeding and another denying its motion for
reconsideration of that order.  Kentucky Coal Venture I LLC,
Kentucky Coal Venture II LLC, THC Kentucky Coal Venture I LLC,
West Virginia Coal Venture I LLC, KWV Operations LLC, and Warren
E. Halle have filed a motion to dismiss the appeal.  District
Judge Amul R. Thapar held that, because the orders from the
adversary proceeding were interlocutory and not "final" within the
meaning of 28 U.S.C. Sec. 158(a)(1), the action must be remanded
to the bankruptcy court.  Also, the District Court declines to
exercise its discretionary authority to grant Pikeville Energy
leave to appeal under Sec. 158(a)(3).

A copy of the District Court's February 7, 2011 Memorandum Opinion
and Order is available at http://is.gd/Ojf5bifrom Leagle.com.

                         About Alma Energy

Alma Energy, LLC, owned rights to mine coal on two tracts of land
located in Pike County, Ky.  Out of cash, the Debtor suspended its
mining operation and sought chapter 11 protection (Bankr. E.D. Ky.
Case No. 07-70370) on August 13, 2007.  The mining operation was
restarted in 2008 with funding by Pikeville Energy Group, LLC, but
halted again during the chapter 11 proceeding.  On April 17, 2009,
the United States Trustee moved to dismiss the case or convert it
to a Chapter 7 liquidation proceeding.  On May 20, 2009, the
bankruptcy court entered an order converting the Debtor's case to
one under Chapter 7, and the U.S. Trustee appointed Phaedra
Spradlin as the Chapter 7 trustee.


APEX DIGITAL: Court Sets February 18 as Claims Bar Date
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
set Feb. 18, 2011, as deadline for creditors of Apex Digital to
file proofs of claim.  Governmental units must file 180 days after
Feb. 18, 2011.  All proofs of claim must be sent to:

   United States Bankruptcy Court
   255 East Temple Street
   Los Angeles, California 90012

                        About Apex Digital

Walnut, California-based Apex Digital, Inc. -- aka AW XEPA
Technologies Inc., AW Apex R&D Shangai, AW Apex, AW E2Go, AW
Entertainment to Go -- is a privately held company that provides
and markets consumer electronics, including high-definition LCD
televisions, home entertainment media devices, solar powered
lights and digital set top boxes.

Apex Digital filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 10-44406) on August 17, 2010.  Juliet Y. Oh, Esq., in
Los Angeles, California, assists the Debtor in its restructuring
effort.  The Debtor estimated assets and debts at $10 million
to $50 million as of the Petition Date.


ARLIE & COMPANY: Court Approves Sale of Jasper Property
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon has
authorized Arlie & Company to sell its real property comprised of
approximately 15.25 acres of land at Lane County Tax Lot 18-02-09-
00-00102 to Springfield School District No. 19 for the sum of
$1,200,000, on the terms set forth in the Real Estate Purchase and
Sale Agreement dated December 30, 2010.

The liens held by Siuslaw Bank and Lane County Assessment &
Taxation will be paid in full upon the closing of the sale.

A copy of the Court's order is available for free at:

       http://bankrupt.com/misc/Arlie&Company.SaleOrder.pdf

                      About Arlie & Company

Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/--
is a commercial and residential real estate developer that
operates in Oregon and Hawaii.  The Company filed for Chapter 11
bankruptcy protection (Bankr. D. Ore. Case No. 10-60244) on
January 20, 2010.  John D. Fiero, Esq., and Linda F. Cantor, Esq.,
at Pachulski Stang Ziehl & Jones LLP, in San Francisco, Calif.;
and Brad T. Summers, Esq., and David W. Criswell, Esq., at Ball
Janik LLP, in Portland, Ore., represent the Debtors as counsel.
The Company disclosed $227,191,924 in assets and $65,412,220 in
liabilities as of the Chapter 11 filing.


ARLIE & COMPANY: Proposes April 1 Auction for Hawaii Assets
-----------------------------------------------------------
Arlie & Company asks the U.S. Bankruptcy Court for the District of
Oregon to approve the bidding procedures in connection with the
proposed sale of its approximately 5,226 acres of prime forest
properties located in Hilo, Hawaii, free and clear of liens,
claims and encumbrances.  The proposed sale has the consent and
approval of the Official Committee of Unsecured Creditors of the
Debtor.

The Properties consist of 7 separate parcels in Hilo, Hawaii,
which are believed to be worth in excess of $50 million upon
receipt of appropriate logging permits.  Other than a disputed,
void lien, the Properties are unencumbered.

The Debtor has decided to sell the Properties in order to help
fund its proposed plan of reorganization.  The Debtor proposes to
sell the Properties, either as two separate forests or
collectively, in a two-step bid process by first seeking
confidential, sealed bids from prospective purchasers from which a
"stalking-horse" bidder will be selected.

Immediately following the Auction, the Debtor will seek approval
of the sale at a duly scheduled hearing before the Court.

The Debtor asks the Court to establish these dates and deadlines,
relating to competitive bidding and approval of the sale:

      Event                       Date or Deadline
      -----                       ----------------
      Initial Bid Deadline:       March 16, 2011, at 5:00 p.m.

      Identification of
       Initial Bidder:            March 23, 2011, at 5:00 p.m.

      Initial Bidder
       Documentation
       and Deposit Deadline:      March 24, 2011, at 5:00 p.m.

      Qualified Bid and Deposit
       Deadline for Auction:      March 31, 2011, at 5:00 p.m.

      Auction:                    April 1, 2011, at 10:00 a.m.

      Sale Hearing:               April 4, 2011, at 10:00 a.m.

                      About Arlie & Company

Eugene, Oregon-based Arlie & Company -- http://www.arlie.com/--
is a commercial and residential real estate developer that
operates in Oregon and Hawaii.  The Company filed for Chapter 11
bankruptcy protection (Bankr. D. Ore. Case No. 10-60244) on
January 20, 2010.  John D. Fiero, Esq., and Linda F. Cantor, Esq.,
at Pachulski Stang Ziehl & Jones LLP, in San Francisco, Calif.;
and Brad T. Summers, Esq., and David W. Criswell, Esq., at Ball
Janik LLP, in Portland, Ore., represent the Debtors as counsel.
The Company disclosed $227,191,924 in assets and $65,412,220 in
liabilities as of the Chapter 11 filing.


ARROWHEAD GENERAL: Moody's Assigns 'B3' Ratings to First-Lien Loan
------------------------------------------------------------------
Moody's Investors Service has assigned B3 ratings to the first-
lien credit facilities and a Caa1 rating to the second-lien credit
facility being arranged for Arrowhead General Insurance Agency,
Inc.  The rating agency has also affirmed Arrowhead's B3 corporate
family rating while maintaining a stable outlook.  Proceeds from
the new facilities will be used to repay Arrowhead's existing
credit facilities and to cover related transaction costs.  Upon
the closing of the new facilities, the ratings on Arrowhead's
existing facilities will be withdrawn.

                        Ratings Rationale

"Arrowhead's refinancing will significantly enhance its credit
profile by extending its debt maturities and increasing the
cushion in its financial covenants," said Bruce Ballentine,
Moody's lead analyst for Arrowhead.  The company plans to
refinance substantially all of its debt by issuing a $15 million
five-year first-lien revolving credit facility (rated B3), a $115
million six-year first-lien term loan (rated B3) and a $42 million
seven-year second-lien term loan (rated Caa1).

According to Moody's, Arrowhead's ratings reflect the company's
expertise in distributing specialty property and casualty
insurance products, its strong carrier relationships and its
consistent operating margins.  The company returned to organic
growth in revenues and EBITDA during 2010 following various
restructuring actions taken in 2009.  These strengths are tempered
by the company's significant debt burden as well as its modest
size relative to the largest national brokers.  Arrowhead is also
exposed to errors and omissions -- a risk inherent in professional
services.

Moody's cited these factors that could lead to an upgrade of
Arrowhead's ratings: (i) adjusted (EBITDA -- capex) coverage of
interest exceeding 2x, (ii) adjusted free-cash-flow-to-debt ratio
exceeding 5%, and (iii) adjusted debt-to-EBITDA ratio below 5.5x.

Moody's cited these factors that could lead to a downgrade of the
company's ratings: (i) adjusted (EBITDA -- capex) coverage of
interest below 1.2x, (ii) adjusted debt-to-EBITDA ratio above 7x,
or (iii) loss of a major carrier relationship or comparable
disruption to a key insurance program.

Arrowhead, based in San Diego, California, is a US general agency
and program manager, providing product development, marketing,
underwriting and administrative services to national insurance
carriers.  Arrowhead develops specialized insurance products in
cooperation with major carriers and distributes those products
through a network of retail and wholesale brokers.  Arrowhead
generated total revenues of $74 million and net income of
$0.6 million for the first nine months of 2010.  Shareholders'
equity was $51 million as of September 30, 2010.


BARNEYS NEW YORK: CEO Unveils Plan to Revitalize Retailer
---------------------------------------------------------
Dow Jones' Small Cap reports that since joining Barneys New York
last September, chief executive Mark Lee has maintained a low
profile, hiring a new executive team but not commenting publicly
on his strategy for the privately held luxury retailer.  The
report relates that Mr. Lee recently unveiled some of his early
plans to revamp the iconic yet struggling luxury retailer.


                   About Barneys New York

Privately held Barneys New York, Inc. -- http://www.barneys.com/-
- is a 40-store luxury department store chain sells designer
apparel for men, women, and children; shoes; accessories; and home
furnishings.  It has 10 full-size Barneys New York flagship stores
in New York City, Beverly Hills, Boston, Chicago, and other major
cities; some 20 smaller Barneys Co-Op shops; and about a dozen
outlet stores.  Founded in 1923 by Barney Pressman, Barneys New
York is owned by an affiliate of Istithmar PJSC, an investment
firm owned by the Dubai government.

                           *     *     *

Barneys New York has 'Caa3' long term corporate family and
probability of default ratings, with negative outlook, from
Moody's Investors Service.  It has 'CCC' issuer credit ratings,
with negative outlook, from Standard & Poor's.

In June 2010, Standard & Poor's Ratings said the negative outlook
reflects S&P's concern that Barneys' capital structure is
unsustainable, and that some sort of restructuring is a likely
outcome.


BAYOU WOOD: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Bayou Wood Pellets, LLC
        1315 Hwy 15
        West Monroe, LA 71291

Bankruptcy Case No.: 11-30197

Chapter 11 Petition Date: February 9, 2011

Court: United States Bankruptcy Court
       Western District of Louisiana (Monroe)

Judge: Stephen V. Callaway

Debtor's Counsel: Rex D. Rainach, Esq.
                  REX D. RAINACH, A PROFESSIONAL LAW CORP.
                  3622 Government St.
                  Baton Rouge, LA 70806
                  Tel: (225) 343-0643
                  Fax: (225) 343-0646
                  E-mail: rainach@msn.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 Steven A. Tippin, president, member.


BERRY PLASTIC: Estimates $1.04-Bil. Net Sales for 1st Qtr.
----------------------------------------------------------
Berry Plastics Corporation estimates that its net sales will total
$1.041 billion during its fiscal 2011 first quarter ended January
1, 2011, representing an increase of 18% over $880 million in the
fiscal 2010 first quarter.  This increase is a result of
acquisition volume growth attributed to the acquisitions of Pliant
and Superfos of 20% and net selling price increases of 5%
partially offset by a base volume decline of 7%.  The base volume
decline is primarily attributed to the quarterly period ended
January 1, 2011 being a thirteen week period compared to a
fourteen week period for the quarterly period ended January 2,
2010, and decreased sales in the Company's retail trash bag and
retail sheeting product lines.  Also, the Company estimates that
its fiscal 2011 first quarter Adjusted EBITDA will be
approximately $138 million compared to $158 million for the first
fiscal quarter of 2010.  These amounts reflect management's
estimate as of February 1, 2011.  Adjusted EBITDA is a Non-GAAP
measure.

                        About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At January 2, 2010 the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P. and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On December 3, 2009, Berry Plastics obtained control of 100% of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

Berry Plastics' balance sheet at Oct. 2, 2010, showed
$5.63 billion in total assets, $5.37 billion in total liabilities,
and stockholders' equity of $257.0 million.

                           *     *     *

Berry Plastics has a 'B3' corporate family rating, with stable
outlook, from Moody's Investors Service.  Moody's said in April
2010 that Berry's B3 CFR reflects weakness in certain credit
metrics, financial aggressiveness and acquisitiveness and a
continued difficult operating and competitive environment
especially in the flexible plastics and tapes segments.  The
rating also reflects the Company's exposure to more cyclical end
markets, relatively weak contracts with customers and a high
percentage of commodity products.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BERNARD L MADOFF: Judge Bars Suits Against Madoff Relatives
-----------------------------------------------------------
Bankruptcy Law360 reports that Judge Burton R. Lifland of the U.S.
Bankruptcy Court for the Southern District of New York on
Wednesday barred 10 groups of plaintiffs from pursuing suits
against family members of Ponzi schemer Bernard L. Madoff,
contending the claimants are intruding on the turf of a litigation
trustee overseeing recovery actions.

                      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.


BEST ENERGY: Increases Special Advance Amounts Under Revolver
-------------------------------------------------------------
On January 31, 2011, Best Energy Services, Inc. entered into
Amendment No. 17 to its Revolving Credit, Term Loan and Security
Agreement with PNC Bank, National Association.  The amendment
increases the "Special Advance Amount" available to the Company
from 1,750,000 to 1,856,250 between December 21, 2010 and February
28, 2011, for the express and limited purpose of moving rigs to
the Eagle Ford in South Texas.  In connection with amendment, the
Company issued PNC a warrant to purchase 250,000 shares of common
stock for a period of 5 years at an exercise price of $0.10.

The Company has also filed Amendment No. 16 to the agreement with
PNC.  The amendment increases the "Special Advance Amount"
available to the Company from 1,750,000 to 1,875,000 between
December 21, 2010 and January 31, 2011, for the express and
limited purpose of moving rigs to the Eagle Ford in South Texas.

In connection with amendment, the Company issued PNC a warrant to
purchase 250,000 shares of common stock for a period of 5 years at
an exercise price of $0.10.

A full-text copy of Amendment No. 16 to the Revolving Credit, Term
Loan and Security Agreement among Best Energy Services, Inc., Bob
Beeman Drilling Company, Best Well  Service, Inc. and financial
institutions represented by PNC Bank, National Association dated
January 20, 2011, is available for free at:

                http://ResearchArchives.com/t/s?730b

A full-text copy of Amendment No. 17 to the Revolving Credit,
Term Loan and Security Agreement among Best Energy Services, Inc.,
Bob Beeman Drilling Company, Best Well Service, Inc. and financial
institutions represented by PNC Bank, National Association dated
January 31, 2011, is available for free at:

                http://ResearchArchives.com/t/s?730c

                         About Best Energy

Headquartered in Houston, Texas, Best Energy Services, Inc.
(OTC BB: BEYS) -- http://www.BEYSinc.com/-- is a well
service/workover provider in the Hugoton Basin.

The Company's balance sheet at September 30, 2010, showed
$20.72 million in total assets, $30.58 million in total
liabilities, and a stockholders' deficit of $9.86 million.

M&K CPAs, PLLC, in Houston, Texas, expressed substantial doubt
about Best Energy's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company's established source of revenues is not
sufficient to cover its operating costs.


BILLY JAMES MACE: Regions Bank Fails in Bid to Derail Plan
----------------------------------------------------------
Bankruptcy Judge George C. Paine, II, confirmed the Chapter 11
Trustee's Second Amended Plan for Billy James Mace, overruling the
objection of Regions Bank, Stewart Truss Co., LLC, and Stewart
Lumber Co.  The Court finds that all elements of 11 U.S.C. Sec.
1129(a) are met by the Chapter 11 Trustee's plan, with the
exception of (a)(8).

The Chapter 11 Trustee sought to cramdown Regions, pursuant to
Sec. 1129(b).

Regions asserts that the Chapter 11 Trustee's plan unfairly
discriminates against Regions, and that the plan is not fair and
equitable.  Regions has three claims secured by the rental, real
properties, and argues that the Plan cannot be confirmed because
the loan repayment duration being proposed (20 years) exceeds the
customary five-year balloon terms which might be available to
Mr. Mace (and others) in the marketplace.

A copy of the Court's January 25, 2011 Memorandum is available at
http://is.gd/En5dGtfrom Leagle.com.

                      About Billy James Mace

Billy James Mace, aka Bill Mace, dba Bill Mace Homes, dba Bill's
Construction, is a homebuilder and was one of the largest property
owners in the Clarksville, Tennessee area.  Mr. Mace filed for
Chapter 11 bankruptcy (Bankr. M.D. Tenn. Case No. 08-06124) on
July 17, 2008.  Robert James Gonzales, Esq. -- rjg@mglaw.net -- at
MGLAW PLLC, serves as the Debtor's counsel.  In his petition,
Mr. Mace estimated assets of $50 million to $100 million, and
debts of $10 million to $50 million.


BIOFUEL ENERGY: Generates $46 Million From Rights Offering
----------------------------------------------------------
On February 4, 2011, Biofuel Energy Corp. announced the completion
of its rights offering.  In total, the rights offering, including
the previously announced backstop commitment and the concurrent
private placement by BioFuel Energy, LLC, generated aggregate
gross proceeds of $46,000,000, which the Company will use to repay
in full its bridge loan facility and subordinated debt and to make
certain other payments.

The Company sold 62,640,532 depositary shares representing shares
of series A non-voting convertible preferred stock of the Company,
through the exercise of subscription rights at a rights price
equal to $0.56 per depositary share.  This included 19,016,990
depositary shares sold to certain affiliates of Greenlight
Capital, Inc. and 14,632,653 depositary shares sold to certain
affiliates of Third Point LLC.  The aggregate purchase price of
these depositary shares was $35,078,698.  Certain affiliates of
Greenlight Capital, Inc. also purchased from the Company an
additional 609,785 depositary shares that were not subscribed for
in the rights offering by other stockholders, and certain
affiliates of Third Point LLC also purchased from the Company an
additional 523,286 depositary shares that were not subscribed for
in the rights offering by other stockholders, pursuant to their
respective backstop commitments, at a price per depositary share
equal to $0.56, for an aggregate purchase price of $634,520.  The
rights offering expired at 5:00 p.m., New York time, on
January 28, 2011.

The Company is a holding company and its sole asset is its
membership interest in BioFuel Energy, LLC.  Concurrent with the
rights offering, the LLC conducted a private placement.  The LLC's
concurrent private placement was structured so as to provide the
holders of membership interests in the LLC, whose interests are
exchangeable on a one-for-one basis for shares of the Company's
common stock, with a private placement that was economically
equivalent to the rights offering.  The aggregate purchase price
of the membership interests sold in the LLC's concurrent private
placement was $10,286,782.

The stockholders of the Company, at a special meeting held on
February 2, 2011, approved the increase in the number of
authorized shares of common stock of the Company, which resulted
in the automatic conversion of the Preferred Stock into shares of
common stock.  As a result of that conversion, subscribers for
depositary shares that were to be issued pursuant to the rights
offering will receive one share of common stock in lieu of each
depositary share subscribed for.  The Company intends to
distribute the newly issued shares of common stock immediately.

The Company has filed a registration statement on Form S-1 with
the Securities and Exchange Commission that registers the
subscription rights, the depositary shares, the series A non-
voting convertible preferred stock underlying the depositary
shares and the common stock issuable upon conversion of the series
A non-voting convertible preferred stock.  Copies of the
registration statement can be accessed through the SEC's Web site
at www.sec.gov.  The offering of these securities was made only by
means of a prospectus, copies of which may be obtained from Okapi
Partners LLC, the information agent for the rights offering, at
(877) 869-0171.  Piper Jaffray & Co acted as financial advisor to
the Company and its independent committee for the rights offering.

                        About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF)
-- http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

The Company's balance sheet at September 30, 2010, showed
$329.7 million in total assets, $274.6 million in total
liabilities, and stockholders' equity of $55.1 million.

As reported in the Troubled Company Reporter on March 31, 2010,
Grant Thornton LLP, in Denver, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its 2009 results.  The independent auditors noted that the Company
has experienced declining liquidity and has $16.5 million of
outstanding working capital loans that mature in September 2010.

"If we are unable to raise sufficient proceeds from the rights
offering, the LLC's concurrent private placement, or from other
sources, we may be unable to continue as a going concern, which
could potentially force us to seek relief through a filing under
the U.S. Bankruptcy Code," the Company said in its Form 10-Q for
the third quarter of 2010.


BLOCKBUSTER INC: Mulls Selling Biz Amid Creditor Disagreements
--------------------------------------------------------------
The Wall Street Journal's Mike Spector reports that people
familiar with the matter said Blockbuster Inc. is preparing to put
itself up for sale after creditors disagreed on plans to give the
Company more cash to help it exit bankruptcy protection.

The sources said Blockbuster now plans to seek buyers instead of
reorganizing in bankruptcy court and could ask a judge to approve
bidding procedures for the company as soon as next week.  The
sources also told the Journal creditors including Carl Icahn and a
consortium led by hedge fund Monarch Alternative Capital LP are
leading contenders to buy the chain out of bankruptcy court.

According to the Journal's sources, a bidder could offer more than
$300 million for the chain, plus assumption of various
liabilities, including certain store leases.  According to the
report, Blockbuster remains in talks with creditors on the
structure and value of potential bids.  The Journal relates the
people cautioned that Blockbuster's sale plans could be delayed.

The Journal says Blockbuster and Monarch declined to comment, and
Mr. Icahn didn't respond to requests for comment.

Mr. Spector also reports that another factor driving momentum
toward Blockbuster's looming sale is that bondholders fear the
Company's value is eroding in bankruptcy court.  Without clear
ownership or direction, Blockbuster remains hindered in efforts to
compete with Netflix Inc. and other rivals, the people familiar
with the matter told the Journal.

Blockbuster's reorganization plan calls for bondholders to forgive
more than $630 million in debt for ownership of the video-store
chain.  In addition to that debt, the bondholders have already
provided Blockbuster with a $125 million loan to see it through
bankruptcy court.

According to Mr. Spector, bondholders have held varied talks on
how much capital they would be willing to give Blockbuster on top
of that reorganization plan.  The Journal's sources said Mr. Icahn
at one point had been willing to invest more than $200 million,
but Monarch and other investment firms holding Blockbuster's bonds
weren't willing to invest that much.  But they also didn't want to
be diluted by an investment from Mr. Icahn.  Since Mr. Icahn and
the Monarch-led group each hold enough debt to block the company's
current reorganization plan, the disagreement led to a stalemate,
prompting Blockbuster to hang a for-sale sign.

The sources said Mr. Icahn and the Monarch-led group are each
likely to bid for Blockbuster, and the Company is expected to soon
name either Mr. Icahn or the Monarch-led group as a so-called
stalking-horse bidder.

According to the Journal, people familiar with the matter also
said Blockbuster could close hundreds more stores under new
ownership. The sources relate that both Mr. Icahn and the Monarch-
led group have discussed closing about 1,000 of the chain's more
than 5,000 remaining outlets.  Blockbuster has closed more than
1,000 stores in the U.S. during the past two years.  Any decisions
about store closures probably wouldn't occur until Blockbuster
reaches a deal with a buyer, one of these people said.

                           Likely Buyers

Shira Ovide, writing for WSJ's Deal Journal, relates investors to
whom Blockbuster owes money will likely credit bid in a bankruptcy
auction.  But Ms. Ovide doesn't discount Netflix and Coinstar from
fielding in offers for Blockbuster's inventory.  Ms. Ovide also
says a Hollywood studio might be intrigued enough to take over
Blockbuster, pointing out that Blockbuster has about 1.2 million
subscribers for its movies-by-mail business, which an enterprising
media company could use as a launch pad to start an online-movie
service to rival Netflix.

"Frankly, though, these seem like long shots," admits Ms. Ovide.
"More likely, Blockbuster is going to be owned by some [hedge
fund]."

                       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)


BLOCKBUSTER INC: Gibb Wants Lift Stay to Liquidate Judgement
------------------------------------------------------------
William J. Gibbs asks the Court to lift the automatic stay to
determine the extent of available insurance coverage and to
liquidate his claim based on a prepetition judgment.

Mr. Gibbs holds an unsecured and unliquidated claim for $2,000,000
against Blockbuster Inc. based on his assertions of false
imprisonment, negligence, slander and malicious prosecution.  He
commenced a lawsuit against Blockbuster and its employee, Jeron
Brown, in November 2006.  The Circuit Court for the City of St.
Louis, State of Missouri, entered a $2 million judgment in favor
of Mr. Gibbs in February 2009.

In May 2010, the Missouri Court of Appeals reversed and remanded
the lawsuit to the Circuit Court for retrial.  In September 23,
2010, the Debtors filed for bankruptcy protection.

E. Rebecca Case, Esq., at Stone, Leyton & Gershman, in St. Louis,
Missouri -- erc@stoneleyton.com -- asserts that Mr. Gibbs' Claim
against Blockbuster is covered, at least in part, by insurance it
maintained.  She says the insurer has retained counsel to
represent Blockbuster and defend the Claim.

Mr. Gibbs does not seek recovery against Blockbuster at this time,
Ms. Case contends.  She notes that any insurance deductible or
other aspect of the Claim in excess of the insurance coverage, or
not otherwise covered by insurance would be filed as a claim in
Blockbuster's bankruptcy case.

Ms. Case argues that "cause" exist for the automatic stay to be
modified or terminated pursuant to Section 362(d)(1) of the
Bankruptcy Code because Mr. Gibbs is not adequately protected.
She points out that Blockbuster has no equity in the
property/insurance policy and the policy is not necessary to an
effective reorganization.

The Court will convene a hearing on February 24, 2011, to consider
the request.  Objections are due February 17.

                       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)


BLOCKBUSTER INC: Proposes K&L as Special IP Counsel
---------------------------------------------------
Blockbuster Inc. and its units seek the Bankruptcy Court's
authority to employ K&L Gates LLP as their special intellectual
property counsel in connection with various technology and
Internet matters, nunc pro tunc to the Petition Date.

The services of K&L Gates are necessary to enable the Debtors to
negotiate various technology and Internet agreements with the
mobile phone and consumer electronics companies that service the
Debtors' online video services and related devices, Roderick J.
McDonald, Esq., Blockbuster Inc.'s vice president, general
counsel, and secretary, tells Judge Lifland.  K&L Gates also
negotiates the Debtors' outsourcing agreements for Blockbuster's
video encoding and distribution needs.

K&L Gates has served as the Debtors' outside counsel with respect
to certain intellectual property matters, including the creation
of various partnerships with counterparties, like Comcast and NCR,
that promote the Debtors' DVD by-mail services, kiosk services,
and other Internet-based services for their customers, Mr.
McDonald asserts.  He adds that since at least 1999, K&L Gates has
represented the Debtors in pursuing the IP Matters.

In connection with the IP Matters, K&L Gates will:

  (a) represent the Debtors with respect to technology and
      Internet matters;

  (b) negotiate the Debtors' video distribution and partnership
      agreements with various mobile phone and consumer
      electronics companies; and

  (c) represent the Debtors in any other transactions that may
      arise with respect to the IP Matters.

The Debtors intend to pay K&L Gates under an hourly fee structure,
which has been the traditional arrangement between the Debtors and
K&L Gates, Mr. McDonald says.  He notes that it was the practice
of both the Debtors and K&L Gates to undertake new matters without
a written engagement agreement.  Under that arrangement, fees are
based on K&L Gates' standard hourly rates in effect at the time
the services are rendered.

The hourly rates for professional services rendered in connection
with the IP Matters currently range from $310 for associates up to
$560 per hour for partners.  Thus, the Debtors propose to
compensate K&L Gates by its hourly rates and to reimburse the firm
of its necessary expenses.

Chad W. King, a partner at K&L Gates, assures the Court that K&L
Gates does not hold or represent any interest adverse to the
bankruptcy estates and is a "disinterested person" as that term is
defined under Section 101(14) of the Bankruptcy Code.

                       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)


BLOCKBUSTER INC: Proposes V & E as Litigation Counsel
-----------------------------------------------------
Blockbuster Inc. and its units seek the Court's permission to
employ Vinson & Elkins LLP as their special litigation counsel in
connection with various litigation and corporate matters, nunc pro
tunc to the Petition Date.

Roderick J. McDonald, Esq., Blockbuster Inc.'s vice president,
general counsel, and secretary, informs the Court that V & E has
represented the Debtors in litigation matters and corporate and
securities matters since approximately 1999.

In connection with the Litigation Matters and the Corporate and
Securities Matters, V & E will:

  (a) respond to third-party discovery requests, prepare
      witnesses, and handle all administrative matters with
      respect to several antitrust litigation matters;

  (b) represent and defend the Debtors in several patent
      infringement cases;

  (c) represent and defend the Debtors in several class action
      lawsuits, and any related matters; and

  (d) represent the Debtors in any Corporate and Securities
      Matters that may be needed during the pendancy of the
      Chapter 11 cases to keep the Debtors compliant with the
      applicable regulations.

The Debtors will pay V & E in accordance with its current standard
hourly rates, plus reimbursement of actual and necessary expenses.
V & E's customary hourly rates for the personnel currently
contemplated to work on the cases are (i) $260 for the most junior
associate to $585 for the most senior partner, and (ii) $130 to
$245 for the paralegals.

Frank C. Brame, a partner at V & E, assures Judge Lifland that his
firm does not hold or represent any interest adverse to the
Debtors' bankruptcy estate and is a "disinterested person" as that
term is defined under Section 101(14) of the Bankruptcy Code.

                       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)


BRIAN A KITTS: Ch. 7 Trustee Gets $241T Damages in Winterfox Suit
-----------------------------------------------------------------
J. Kevin Bird, Chapter 7 Trustee, v. Winterfox, LLC, Adv. Pro. No.
06-2250 (Bankr. D. Utah), seeks recovery under the Truth in
Lending Act related to two high-interest prepetition bridge loans
that Winterfox made to Brian A. Kitts that are secured by real
property in Park City, Utah.  After a three-day trial in December
2009, the Bankruptcy Court issued its Findings of Fact and
Conclusions of Law concluding inter alia that TILA did not apply
to Winterfox and dismissing the Complaint.  The Chapter 7 Trustee
appealed the Bankruptcy Court's Order Dismissing Adversary
Proceeding as well as its Order Granting Winterfox, LLC's Motion
to Strike the Trustee's Amended Complaint and Order Striking
Objection to Claim of Winterfox, LLC to the United States District
Court for the District of Utah, although he voluntarily dismissed
the claim objection appeal.  The District Court affirmed the
Bankruptcy Court's decision to strike the Chapter 7 Trustee's
Amended Complaint along with other findings and conclusions but
reversed on the issue of whether TILA applied to Winterfox and
remanded the matter "for further fact finding concerning damages
for violation of the federal Truth in Lending Act (TILA) as well
as the Trustee's request for attorney's fees."

In compliance with the District Court's mandate, the Bankruptcy
Court accepted additional briefing by both parties; took further
evidence; and heard oral arguments at a hearing on December 17,
2010.

In a Post-Remand Findings of Fact and Conclusions of Law dated
February 8, 2011, Bankruptcy Judge Joel T. Marker held that the
Chapter 7 Trustee is entitled to statutory TILA damages of $4,000,
$87,500 for prepaid finance charges, and $150,000 for attorney's
fees and costs.  A copy of the Bankruptcy Court's decision is
available at http://is.gd/m8ccwGfrom Leagle.com.

                       About Brian A. Kitts

Park City, Utah-based Brian Arthur Kitts filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 05-27158) on May 4, 2005.
Judge Glen E. Clark presided over the case.  Russell S. Walker,
Esq., at Woodbury & Kesler in Salt Lake City, served as the
Debtor's counsel.  In his Chapter 11 petition, Mr. Kitts estimated
assets and debts of $1 million to $10 million.  The case was later
converted to Chapter 7.


BUCYRUS INTERNATIONAL: S&P Retains 'BB+' Rating on Positive Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Bucyrus International Inc., including the 'BB+' corporate credit
rating, remain on CreditWatch, where they were placed with
positive implications on Nov. 15, 2010.  The CreditWatch placement
followed the announcement that the company has entered into an
agreement to be acquired by Caterpillar Inc.

Under terms of the agreement, Caterpillar will acquire all of
Bucyrus' outstanding shares for $92 per share in cash.  Bucyrus
anticipates that the transaction will be completed mid-2011.

S&P will likely withdraw the ratings on Bucyrus if the rated debt
is repaid as part the transaction.


CANAL CORP: Disclosure Statement Hearing on Feb. 15
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Chesapeake Corp., now named Canal Corp., has a hearing on
Feb. 15 for approval of the disclosure statement explaining its
proposed Chapter 11 plan.

The disclosure statement says that general unsecured creditors
with $200 million in claims stand to recover 0.38% under the
liquidating Chapter 11 plan.  Holders of $50 million in revenue
bonds are in line for a 2.28% recovery.  Holders of $250 million
in subordinated notes will receive nothing.

All Debtors, except WTM I Company, filed the Joint Liquidation
Plan and the accompanying Disclosure Statement on January 7, 2011.

Ace American Insurance Company and other entities within the ACE
Group of companies, have filed a Limited Objection to the
Disclosure Statement.  The ACE Companies and the Debtors are
parties to certain prepetition insurance policies and related
agreements.  The ACE Companies argue that the Disclosure Statement
does not contain adequate information about ways that the Plan
affects insurers' and the Debtors' rights and obligations under
insurance policies, any related agreements, and applicable non-
bankruptcy law.

Fireman's Fund Insurance Company also lodged an objection to the
disclosure statement, saying it lacks adequate information as
required by Section 1125 of the Bankruptcy Code, and describes an
otherwise unconfirmable Plan.

Counsel for Fireman's Fund Insurance Company are:

          Augustus C. Epps, Jr., Esq.
          Jennifer M. McLemore, Esq.
          CHRISTIAN & BARTON, LLP
          909 East Main Street, Suite 1200r
          Richmond, VA 23219
          Telephone: (804) 697-4104
          Facsimile: (804) 697-6104

               - and -

          Leonard P. Goldberger, Esq.
          John C. Kilgannon, Esq.
          STEVENS & LEE, P.C.
           1818 Market Street, 29th Floor
          Philadelphia, PA 19103
          Telephone: (215) 751-2864
          Facsimile: (610) 371-7376


The Ace Companies are represented by:

          Noah M. Charlson, Esq.
          BAZELON, LESS & FELDMAN
          1515 Market Street, Suite 700
          Philadelphia, PA 19102
          Telephone: (215) 568-1155
          Telecopier: (215) 568-9319
          E-mail: ncharlson@bazless.com

               - and -

          Charles F. Midkiff, Esq.
          Robert S. Reverski, Jr., Esq.
          MIDKIFF, MUNCIE &ROSS, P.C.
          300 Arboretum Place, Suite 420
          Richmond, VA 23236
          Telephone: (804) 560-9600
          Facsimile: (804) 560-5997
          E-mail: cmidkiff@midkifflaw.com
                  rreverski@midkifflaw.com

                          About Canal Corp.

Headquartered in Richmond, Virginia, Canal Corp., formerly
Chesapeake Corporation, supplies specialty paperboard packaging
products in Europe and an international supplier of plastic
packaging products to niche end-use markets.  The Company has 44
locations in Europe, North America, Africa and Asia.

Chesapeake and 18 affiliates filed Chapter 11 petitions (Bankr.
E.D. Va. Lead Case No. 08-336642) on Dec. 29, 2008.  Lawyers at
Hunton & Williams LLP represent the Debtors.  Chesapeake tapped
Alvarez and Marsal North America LLC, and Goldman Sachs & Co. as
financial advisors.  Tavenner & Beran PLC serves as conflicts
counsel and Hammonds LLP as special counsel.  Kurtzman Carson
Consultants LLC serves as claims agent.  The United States Trustee
for Region 4 appointed seven creditors to serve on an Official
Committee of Unsecured Creditors for the Debtors' Chapter 11
cases.  Lawyers at Greenberg Traurig LLP represent the Committee.

In its petition, Chesapeake disclosed $936,600,000 in total assets
and $937,100,000 in total debts as of September 28, 2008.

In May 2009, Chesapeake sold its assets to entities controlled by
Irving Place Capital Management, L.P. and Oaktree Capital
Management, L.P. and, following a competitive bidding process
which produced no competing bids.  The purchase price was about
$485 million.


CARGO TRANSPORTATION: U.S. Trustee Forms Creditor's Committee
-------------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, appointed
three creditors to serve on the Official Committee of Unsecured
Creditors of Cargo Transportation Services Inc.

The members of the Committee are:

  a) Ryder Truck Rental, Inc.
     Kevin Sauntry, Corporate Collection Manager
     6000 Windward Parkway
     Alpharetta, GA 30005
     Email: kevin_sauntry@ryder.com
     Tel: (770) 569-6511
     Fax: (770) 569-6712

  b) AAA Cooper Transportation
     Michelle Lewis, Director - Admin. & Customer Accounts
     1751 Kinsey Road (334) 796-0882 (cell)
     Dothan, AL 36303
     Email: michelle.lewis@aaacooper.com
     Tel: (334) 671-3122
     Fax: (334) 671-1306

  c) Precision Truck Lines, Inc.
     Ravi Annand, Vice President of Finance
     8111 Huntington Road
     Woodbridge, Ontario Canada, L4H 0S6
     Email: ravi@precisiontrucklines.com
     Tel: (905) 851-1996 ext. 2231
     Fax: (905) 851-5527

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                    About Cargo Transportation

Sunrise, Florida-based Cargo Transportation Services, Inc.,
provides transportation services to clients nationwide, including
customized consolidation, distribution, logistics and warehousing
services.  It has 140 employees and averages $100,000,000 in gross
revenue per year.

Cargo Transportation filed for Chapter 11 bankruptcy protection on
January 12, 2011 (Bankr. M.D. Fla. Case No. 11-00432).  Edward J.
Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA,
serves as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets at $50 million to $100 million and debts at $10 million
to $50 million.


CARTER BEHAVIOR: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Carter Behavior Health Services, Inc.
        501-A SE Greenville Boulevard
        Greenville, NC 27858

Bankruptcy Case No.: 11-00932

Chapter 11 Petition Date: February 8, 2011

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Michael P. Peavey, Esq.
                  MICHAEL P. PEAVEY, ATTORNEY AT LAW
                  P.O. Box 1115
                  Wilson, NC 27894-1115
                  Tel: (252) 291-8020
                  Fax: (252) 291-8309
                  E-mail: mpeavey@peaveylaw.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 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nceb11-00932.pdf

The petition was signed by Terry L. Speller, president.


CARVER BANCORP: Defers Trust Preferred Dividend Payments
--------------------------------------------------------
Carver Bancorp, Inc., and Carver Federal Savings Bank have
consented to the Office of Thrift Supervision issuing formal cease
and desist orders  under which the Company and the Bank will
implement enhanced capital and asset quality measures to
strengthen the Bank's balance sheet and loan portfolio.

"The Orders are an outgrowth of discussions we have been having
with the OTS to address the need to significantly raise our
capital ratios in light of our current asset quality and earnings
level," said Deborah C. Wright, the Company's Chairman and CEO.
"While we continue to meet the regulatory definition of a well
capitalized bank, the Orders formalize the additional work we need
to do and establish the timeframe for doing so."

Ms. Wright added, "Anyone following the news about our economy is
fully aware of the challenging conditions in communities across
our nation, particularly in inner city markets, where unemployment
rates are higher than national averages.  As a result, Carver has
been grappling, as are many small banks across the country, with
higher delinquencies and downward valuations in real estate
assets.

"We are working with an independent advisor to bring in additional
capital and are making progress.  We also continue to rebalance
our loan portfolio and have aggressively reduced our level of real
estate loans. The successful implementation of our
recapitalization and portfolio realignment strategies is designed
to better position us to continue to serve our communities with
essential products that build on the strength of our core
capabilities and franchise."

Robert Holland, Lead Independent Director of the Board of
Directors of the Company, said, "The Board is committed, along
with the management team, to working closely with the Company's
regulators to implement all necessary changes required to protect
the Bank and keep it safe and sound for generations to come.  We
are fully aware of the unique role that minority banks have played
in providing capital to businesses and institutions in Harlem,
Bedford-Stuyvesant, Crown Heights, St. Albans and many New York
City communities.  We also take seriously the legacy Carver has
built over more than 60 years with the tremendous support of our
loyal customers."

The Company said that customer deposits continue to receive FDIC
insurance coverage and all branches continue to provide full
customer service.

The Orders include the requirement that the Bank attain and
maintain a Tier 1 (Core) Capital Ratio of 9% and a Total Risk
Based Capital Ratio of 13% by April 30, 2011.  A more thorough
description of the Orders may be found in the Company's Form 8-K
being filed with this release.

Under the Orders, the Bank and Company are also prohibited from
paying any dividend without prior OTS approval and, as such, the
Company has suspended quarterly cash dividend payments on the
Company's fixed-rate cumulative perpetual preferred stock issued
under the Troubled Asset Relief Program (TARP) Community
Development Capital Initiative to the United States Department of
Treasury and is deferring Carver Statutory Trust I trust preferred
dividends.

              About Carver Bancorp, Inc.

Carver Bancorp, Inc. -- http://www.carverbank.com/--
(Nasdaq:CARV) is the holding company for Carver Federal Savings
Bank, a federally chartered stock savings bank, founded in 1948 to
serve African-American communities whose residents, businesses and
institutions had limited access to mainstream financial services.
Carver, the largest African- and Caribbean-American run bank in
the United States, operates nine full-service branches in the New
York City boroughs of Brooklyn, Manhattan and Queens.


CASAIC OFFSET: Case Summary & 26 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Casaic Offset & Silkscreen, Inc.
        1115 Pierremont Road
        Shreveport, LA 71106

Bankruptcy Case No.: 11-10295

Chapter 11 Petition Date: February 8, 2011

Court: United States Bankruptcy Court
       Western District of Louisiana (Shreveport)

Judge: Stephen V. Callaway

Debtor's Counsel: John S. Hodge, Esq.
                  WIENER, WEISS & MADISON
                  P.O. Box 21990
                  Shreveport, LA 71120-1990
                  Tel: (318) 226-9100
                  Fax: (318) 424-5128
                  E-mail: jhodge@wwmlaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 26 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/lawb11-10295.pdf

The petition was signed by Richard G. Connell, president.


CASCADE BANCORP: C. Casciato Does Not Own Any Securities
--------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission on February 4, 2011, Chris Cesare Casciato disclosed
that he does not own any securities of Cascade Bancorp.

Mr. Casciato, an executive of Lightyear Capital LLC and one or
more of its affiliates, is a member of the Company's board of
directors.  Certain affiliates of Lightyear have filed a separate
Form 3 reporting securities of the Company that they may be deemed
to beneficially own.  Mr. Casciato disclaims beneficial ownership
of any securities of the Company that may be deemed to be
beneficially owned by affiliates of Lightyear.

                      About Cascade Bancorp

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

The Company's balance sheet at Sept. 30, 2010, showed
$1.83 billion in total assets, $1.82 billion in total liabilities,
and stockholders' equity of $8.85 million.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the bank's balance sheet showed $2.088 billion in assets.


CASCADE BANCORP: Lightyear Entities Hold 24.38% Equity Stake
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission on February 4, 2011, Lightyear Fund II, L.P., disclosed
that it beneficially owns 11,438,500 shares of common stock of
Cascade Bancorp representing 24.31% of the shares outstanding.
Other affiliates of Lightyear Fund also disclosed beneficial
ownership of shares of the Company:

                                              Shares       Equity
                                        Beneficially Owned Stake
                                        ------------------ ------
Lightyear Co-Invest Partnership II, L.P.         30,250    0.06%
Lightyear Fund II GP, L.P.                   11,438,500   24.31%
Lightyear Fund II GP Holdings, LLC           11,468,750   24.38%
Marron & Associates, LLC                     11,468,750   24.38%
Chestnut Venture Holdings, LLC               11,468,750   24.38%
Donald B. Marron                             11,468,750   24.38%

The percentages are based on 47,047,420 shares of Common Stock of
the Company outstanding as of January 28, 2011, as provided by the
Company.

Lightyear Fund II GP Holdings, LLC, also disclosed that it
indirectly beneficially owns an aggregate of 11,468,750 shares of
common stock of Cascade Bancorp. in a Form 3 filing.

In connection with the closing of the transaction contemplated by
the Amended and Restated Securities Purchase Agreement, dated as
of November 16, 2010, as amended by the First Amendment, dated as
of December 30, 2010, between the Company and BOTC Holdings LLC, a
Delaware limited liability company, which amends and restates in
its entirety the Securities Purchase Agreement between the same
parties dated as of October 29, 2009, as amended, and the
Assignment Agreement, dated as of January 28, 2011, among
Holdings, Lightyear Fund II and Co-Invest, pursuant to which
Holdings assigned its rights and obligations under the Purchase
Agreement to Lightyear Fund II and Co-Invest, on January 28, 2011,
Lightyear Fund II was issued 11,438,500 shares of Common Stock and
Co-Invest was issued 30,250 shares of Common Stock for an
aggregate purchase price of $45,875,000.  The funds required for
the payment of the purchase price were obtained from a capital
call to limited partners of Lightyear Fund II and Co-Invest in
respect of previously made commitments by their respective limited
partners to provide such funds.

On January 28, 2011, Lightyear Fund II purchased 11,438,500 shares
of Common Stock and Co-Invest purchased 30,250 shares of Common
Stock pursuant to the Purchase Agreement.

Subject to certain customary conditions, the Company has granted
Lightyear Fund II and Co-Invest preemptive rights on any
subsequent offering of the Company's securities at the same price
as such securities are proposed to be offered to others.
Lightyear Fund II and Co-Invest will have those rights until such
time as they or their affiliates cease to own 5% or more of the
outstanding shares of Common Stock.

Under the Purchase Agreement, the Company has agreed to cause its
Board of Directors and the Bank of the Cascades and its Board of
Directors to appoint one designee of Lightyear Fund II and Co-
Invest, collectively, to each of the Board and the Bank Board.
For so long as Lightyear Fund II and Co-Invest, together with
their affiliates, own at least 5% or more of all of the
outstanding shares of Common Stock, at any election of directors
of the Company or the Company Bank, Lightyear Fund II and Co-
Invest, collectively, will have the right to nominate one
candidate for election to each of the Board and the Bank Board and
the Company has agreed to cause such nominee to be recommended by
each of the Board and the Bank Board to be elected a Director.
Chris Casciato has been appointed to the Board and the Bank Board.
Mr. Casciato will assign his rights to all director compensation
to Lightyear Capital II, LLC, an affiliate of the Reporting
Persons.

Subject to any applicable exchange listing standards and
independence requirements, Lightyear Fund II and Co-Invest,
collectively, will be entitled to elect that its designee on the
Board and the Bank Board serve on up to two committees of each of
the Board and the Bank Board; this will not restrict the designee
from serving on any other committee to which such designee is
appointed by the Board or the Bank Board.  In addition, for so
long as Lightyear Fund II and Co-Invest, together with their
affiliates, own at least 5% or more of all of the outstanding
shares of Common Stock, Lightyear Fund II and Co-Invest,
collectively, will have the right to designate a nonvoting board
observer to attend meetings of the Board and the Bank Board.

Pursuant to the Purchase Agreement, following the next annual
meeting of the shareholders of the Company, the number of
directors on the Board will be ten.

Pursuant to the Purchase Agreement, the Company has also agreed to
take all necessary action to eliminate or minimize the effect of
any anti-takeover laws, including anti-takeover provisions of the
Company's Articles of Incorporation. In addition, so long as
Lightyear Fund II, Co-Invest and their affiliates own at least 5%
of the outstanding shares of Common Stock, the Company has agreed
not to enter into any poison pill agreement, stockholders' rights
plan or similar agreement, unless such agreement contains an
exemption for Lightyear Fund II, Co-Invest and their affiliates.

As a result of the issuance of the shares of Common Stock to
Lightyear Fund II and Co-Invest in exchange for the purchase
consideration, Lightyear Fund II and Lightyear Fund II GP may be
deemed to be the beneficial owners of 11,438,500 shares of Common
Stock, Co-Invest may be deemed to be the beneficial owner of
30,250 shares of Common Stock, and Lightyear Fund II GP Holdings,
Marron & Associates, Chestnut Venture Holdings and Mr. Marron may
be deemed to be the beneficial owner of 11,468,750 shares of
Common Stock.

                       About Cascade Bancorp

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

The Company's balance sheet at Sept. 30, 2010, showed
$1.83 billion in total assets, $1.82 billion in total liabilities,
and stockholders' equity of $8.85 million.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."  As of March 31, 2010,
the institution's balance sheet showed $2.088 billion in assets.


CASCADIA PARTNERS: U.S. Trustee Unable to Form Committee
--------------------------------------------------------
W. Clarkson McDow, Jr., United States Trustee for Region 4, told
the U.S. Bankruptcy Court for the Western District of Virginia
that he has not appointed creditors to serve on an Official
Committee of Unsecured Creditors for Cascadia Partners LLC because
the number of persons eligible and willing to serve on the
committee is presently insufficient.

Charlottesville, Virginia-based Cascadia Partners LLC owns and
develops certain real property in Albermarle County, Virginia.  It
filed for Chapter 11 bankruptcy protection on December 1, 2010
(Bankr. W.D. Va. Case No. 10-63442).  W. Stephen Scott, Esq., at
Scott Kroner, PLC, serves as bankruptcy counsel.  The Debtor
disclosed $12,074,100 in total assets, and $4,292,894 in total
liabilities in its schedules.


CATHOLIC CHURCH: Milwaukee Files Schedules of Assets & Debts
------------------------------------------------------------

A - Real Property
      All Souls Cemetery                             $4,450,000
      Snyder Property-LeDuc Property                    790,000
      Plunket Property                                  675,000
      Others                                          1,749,000

B - Personal Property
B.1   Cash on Hand                                        1,050
B.2   Bank Accounts
        Rights to Units, JPMorgan Chase              13,533,405
        Cemetery pre-need                             3,000,410
        Johnson Bank                                  1,804,989
        Others                                        1,359,035

B.3   Security Deposits                                       -
B.4   Household goods                                     4,665
B.5   Book, artwork and collectibles                    UNKNOWN
B.6   Wearing apparel                                   UNKNOWN
B.7   Furs and jewelry                                  UNKNOWN
B.8   Firearms and other equipment                            -
B.9   Insurance Policies
        Northwestern Mutual Life Insurance Co.          121,998
        Catholic Knights Insurance Society              100,727
        Others                                           92,744

B.10  Annuities                                               -
B.11  Interests in an education IRA                           -
B.12  Interests in pension plans 401(k) Plan                  -
B.13  Stock and Interests                                     -
B.14  Interests in partnerships/joint ventures                -
B.15  Government and corporate bonds                    UNKNOWN
B.16  Accounts Receivable
        Net Accounts Receivables                      6,303,132
B.17  Alimony                                                 -
B.18  Other Liquidated Debts Owing Debtor                     -
B.19  Equitable or future interests                     UNKNOWN
B.20  Interests in estate death benefit plan                  -
B.21  Other Contingent and Unliquidated Claims                -
B.22  Patents, copyrights, and others                         -
B.23  Licenses, franchises & other intangibles                -
B.24  Customer lists or other compilations                    -
B.25  Vehicles
        2010 Chev Tahoe                                  39,000
        2009 GMC Sierra Truck                            28,400
        2009 GMC Sierra 1ton dump                        25,225
        2008 GMC 1ton dump/plow                          21,225
        2010 GMC Savana Cargo van                        18,625
        2007 GMC Sierra truck/plow                       15,850
        2006 GMC 1ton dump truck                         15,375
        2003 GMC 1ton dump/plow                          13,100
        2005 GMC Sierra 1ton dump/plow                   12,750
        Others                                           79,175

B.26  Boats, motors and accessories                           -
B.27  Aircraft and accessories                                -
B.28  Office Equipment, furnishings & supplies          151,424
B.29  Equipment and Supplies for Business                60,083
B.30  Inventory                                         344,385
B.31  Animals                                                 -
B.32  Crops                                                   -
B.33  Farming equipment and implements                        -
B.34  Farm supplies, chemicals, and feed                      -
B.35  Other Personal Property
        St. Aemilian Trust                            4,462,458
        Mary B. Finnigan Endowment Fund               1,171,263
        Rapp Trust Fund                                 299,899

     TOTAL SCHEDULED ASSETS                         $40,744,398
     ==========================================================

C - Property Claimed                                       None

D - Creditors Holding Secured Claims
      Mortgages and Assignment of Rents & Leases     $4,650,000

E - Creditors Holding Unsecured Priority Claims
      5503 W Bluemound Rd., fire inspection fee           3,837
      4th Quarter 2010 Sales Tax                          1,687
      St. Leo School, fire inspection fee                    65
      Others                                            UNKNOWN

F - Creditors Holding Unsecured Nonpriority Claims
      Milwaukee Priests' Retiree Health Plan         13,693,375
      M.H.S., Inc.                                    3,378,536
      Milwaukee Union Employees' Pension Plan         1,169,580
      In-settlement Victims/Survivors, payments         702,000
      Others                                            470,020
      Milwaukee Priests' Pension Plan                   UNKNOWN
      Personal Injury Plaintiffs                        UNKNOWN
      Milwaukee Lay Employees' Pension Plan             UNKNOWN
      In-settlement Victims/Survivors, therapy          UNKNOWN

     TOTAL SCHEDULED LIABILITIES                    $24,069,102
     ==========================================================

              About the Archdiocese of Milwaukee

The Diocese of Milwaukee was established on November 28, 1843, and
was elevated to an Archdiocese on February 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on January 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Milwaukee Files Statement of Financial Affairs
---------------------------------------------------------------
John J. Marek, treasurer and chief financial officer of the
Archdiocese of Milwaukee, discloses that the Archdiocese earned
income from operations, including operating revenue and support
plus gains from sales of assets and realized and unrealized gains
on investments, during the two years immediately preceding the
Petition Date:

        Date                        Total Amount
        ----                        ------------
        Fiscal Year 2009            $26,708,276
        Fiscal Year 2010             25,874,554
        Fiscal Year 2011             13,164,403
            year to date

Within the 90 days immediately preceding the Petition Date, the
Archdiocese paid certain vendors and professionals totaling
$3,853,724, Mr. Marek says.

Among the largest creditors, whom the Archdiocese paid within 90
days before the Petition Date, are:

    Creditor                       Date Paid       Amount
    --------                       ---------       ------
    Whyte Hirschboeck S.C.           Various     $880,939
    United Healthcare                Various      393,268
    Quarles & Brady LLP              Various      301,878
    Great Lakes Roofing              Various      248,230
    Catholic Mutual Group           11/30/10      235,560
    Knoernschild Trust Ltd.          Various      124,500
    WE Energies                      Various      122,474

The Archdiocese also paid certain creditors, who are insiders,
within a year prior to the Petition Date:

                                      Amount       Amount
    Creditor                           Paid      Still Owing
    --------                          ------     -----------
    Most Rev. Richard J. Sklba       $22,838          $4,105
    Most Rev. Jerome E. Listecki      10,335           1,425
    Most Rev. William P. Callahan     10,015               -
    John J. Marek                      2,586               -
    Barbara Anne Cusack                  682             400

Mr. Marek discloses that the Archdiocese is a party to 12 personal
injury lawsuits before the Milwaukee County Circuit Court within a
year before the commencement of its bankruptcy case.  The personal
injury lawsuits are currently pending and stayed at trial court
during appeal.  A copy of the list of the personal injury lawsuits
is available for free at:

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

The Archdiocese is also a party four other lawsuits before the
Circuit Court:

                                         Nature of
Case Caption                           Proceeding      Status
------------                           ----------      ------
First Rate Financial                  Garnishment      Closed
vs. Luis M. Almestica
2010SC022419

Equable Ascent Financial LLC          Garnishment      Closed
vs. Michele NcNulty
2010SC018342

Gail Ream et al. vs.              Insurance claim      Closed
Archdiocese of Milwaukee et al.   for slip & fall
2010CV018919

Archdiocese of Milwaukee            Auto accident    Pending,
vs. Charity L. McCulloch              subrogation    awaiting
2010CV008909                                claim     removal
                                                     from case

The Archdiocese made gifts or charitable contributions aggregating
$2,828,914 to certain parishes and missions within one year
immediately preceding the Petition Date.  The largest of those
gifts were given to St. Francis de Sales Seminary, Inc., in
various dates, and each gift amounting to $112,500.

Mr. Marek relates that during the past 12 months, the Archdiocese
paid in the ordinary course of business Whyte Hirschboeck Dudek
S.C. for $228,191 for services relating to debt counseling and
bankruptcy preparation.

The Archdiocese also transferred a house priced at $109,335 to
Marc & Laurie Wannenmacher, and another house priced at $175,350
to Gary Sierzchulski & Doreen Schofield.

Mr. Marek further reveals that the Archdiocese holds or controls
these properties for another person or entity:

Name of Owner             Description                     Value
-------------             -----------                     -----
Fixed Income Investment   Funds held for the        $10,532,479
Account at JPMorgan       benefit of others,
Chase Bank, N.A.          including the Black &
                          Indian Mission grant and
                          the Biehoff Scholarship

Fixed Income Investment   Funds held for the          5,724,416
Account at JPMorgan       benefit of others,
Chase Bank, N.A.          including the Black &
                          Indian Mission grant and
                          the Biehoff Scholarship

Combined Collections      Two annual collections        853,044
Account at JPMorgan       held to support 10
Chase Bank, N.A.          beneficiaries, including
                          Catholic Home Mission,
                          and Catholic University
                          of America.

Archdiocese of            A tax-qualified retirement    365,947
Milwaukee Lay Employees   plan, which funds belong
Pension Plan              solely to the participating
                          employees.

Fixed Income Investment   Funds held for the            202,539
Account at JPMorgan       benefit of others,
Chase Bank, N.A.          including the Black &
                          Indian Mission grant and
                          the Biehoff Scholarship

              About the Archdiocese of Milwaukee

The Diocese of Milwaukee was established on November 28, 1843, and
was elevated to an Archdiocese on February 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on January 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Milwaukee Financials Incomplete, Creditors Say
---------------------------------------------------------------
Jeff Anderson, Esq., at Jeff Anderson & Associates, in St. Paul,
Minnesota, a lawyer representing certain creditors in the
bankruptcy case of the Archdiocese of Milwaukee, alleges that the
Archdiocese's recently filed schedule of assets and liabilities
and statement of financial affairs are incomplete, the Journal
Sentinel reports.

Mr. Anderson, however, declined to elaborate, Annysa Johnson of
the Journal Sentinel says.  The report adds that he likened the
Archdiocese to the Diocese of San Diego, which was criticized in
2007 by its bankruptcy judge, for alleged misrepresentation of its
assets.

Jerry Topczewski, chief of staff for Archbishop Jerome E.
Listecki, however, denied the allegations, the report says.

"Our finances are no secret," Mr. Topczewski is quoted by Journal
Sentinel as saying.  "We don't have vast resources, and what we do
have is restricted to ministry," he added.

              About the Archdiocese of Milwaukee

The Diocese of Milwaukee was established on November 28, 1843, and
was elevated to an Archdiocese on February 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on January 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CB HOLDING: Plan Filing Exclusivity Extended Until June 15
----------------------------------------------------------
Carla Main at Bloomberg News reports that CB Holding Corp.
received an order from Bankruptcy Judge Mary Walrath Feb. 8
extending the exclusive periods for it to file and secure support
for a Chapter 11 plan.  The exclusive time for the Debtor to file
a plan of reorganization has been extended to June 15.  The Debtor
has until August 12 to solicit support for the plan.  The order is
without prejudice for a request by the Debtor for another
extension.

                        About CB Holding

New York-based CB Holding Corp. had 20 Charlie Brown's Steakhouse,
12 Bugaboo Creek Steak House, and seven 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, CB Holding sold its The Office
restaurant chain to winning bidder Villa Enterprises Ltd. for
$4.68 million.

Landry's Restaurants has signed a deal to the 12 Bugaboo Creek
stores for $3 million, plus upward adjustments for cash and
inventory in the stores at closing, absent higher and better
offers at a March 7 auction.

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.


CHABAD HOUSE: Files for Bankruptcy to Halt Foreclosure Suit
-----------------------------------------------------------
Alexandra Clough, staff writer at the Palm Beach Post, reports
that Chabad House Lubavitch of Palm Beach Inc. sought Chapter 11
protection due to litigation related to its outstanding bank
debts.  Chabad House, an orthodox Jewish congregation in North
Palm Beach, Florida, said it has been unable to make loan payments
because contributions from patrons dropped off during the
recession.

According to the report, among the debts owed is $538,577
outstanding on a loan to TD Bank, the U.S. arm of Toronto-Dominion
Bank.  The loan was originally made by Riverside National Bank of
Fort Pierce, which was closed by federal bank regulators last
April.  Riverside's assets were taken over by TD Bank.  Also
listed is an outstanding loan balance of $165,000 to Floridian
Community Bank of Fort Lauderdale.

The Palm Beach Post reports that Chabad housed decided to file
Chapter 11 on because an important hearing on its litigation with
TD Bank was set.  The rabbi said the Chapter 11 filing is not a
long-term solution but a temporary halt to the foreclosure
lawsuit, which threatens the Chabad's property.

As reported in yesterday's Troubled Company Reporter, Chabad House
Lubavitch of Palm Beach, Inc., filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 11-13229) in West Palm Beach, Florida on Feb.
7, 2011.  Debtor's Counsel: Robert C. Furr, Esq., at Furr & Cohen,
in Boca Raton, represents the Debtor.  The Debtor estimated assets
and debts of $1 million to $10 million as of the Petition Date.


CLEAR CHANNEL: Fitch Assigns 'CCC/RR4' Rating to $750 Mil. Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'CCC/RR4' rating to Clear Channel
Communications' $750 million senior secured notes offering
maturing 2021.  Fitch has also affirmed the ratings of Clear
Channel and Clear Channel Worldwide Holdings, Inc.:

Clear Channel

  -- Long-term Issuer Default Rating at 'CCC';

  -- Senior secured term loans and senior secured revolving credit
     facility at 'CCC/RR4';

  -- Senior unsecured leveraged buyout notes at 'C/RR6';

  -- Senior unsecured legacy notes at 'C/RR6'.

CCWW

  -- Long-Term IDR at 'B';
  -- Senior unsecured notes at 'BB-/RR2'.

The Rating Outlook is Stable.

Fitch expects the proceeds of the issuance will be used to fund
the repayment of $500 million outstanding under the company's
secured credit facilities (currently $14.1 billion outstanding),
as well as to repay $250 million of the 6.25% unsecured notes
maturing March 15, 2011 (currently $693 million outstanding).
Fitch expects Clear Channel will repay the remaining $443 million
notes with cash on hand.

The notes will be secured by the capital stock of Clear Channel,
Clear Channel's non-broadcasting assets ('non principal
property'), and a second priority lien on the broadcasting
receivables that securitize the ABL facility.  The 'principal
property' assets of Clear Channel (domestic radio broadcasting
property, including any proceeds from the sale of FCC licenses),
which constitute the majority of the company's asset base, along
with the company's capital stock in wholly owned domestic
subsidiaries and intercompany loans, are not presently part of the
security package.  Therefore, in Fitch's view the collateral
package is not currently overly valuable.  It appears that, unlike
the banks, these notes may not benefit from the grant of security
interest in the principal property up to the value of 15% of
consolidated shareholders' equity.  Although consolidated
shareholders' equity is currently negative, it appears that this
bank carve-out could place the banks slightly ahead of these notes
in a recovery situation.  Similar to the existing bank debt, the
new notes will be guaranteed on a senior basis by Clear Channel
Capital I, Inc. (holding company of Clear Channel), and by Clear
Channel's wholly owned domestic subsidiaries.  Although the notes
collateral package is currently weak, the contractually senior
nature of the guarantee puts them ahead of the existing LBO notes.
The ratings on the notes reflect Fitch's expectations that the
recovery rate on the notes would be slightly less than that of the
banks, but still within the 'RR4' category.

Concurrent with the new issue announcement, Clear Channel
announced that it intends to amend its secured credit facilities
to allow for 1) extended maturities; 2) increased flexibility
around the accordion feature; 3) new debt incurrence for repayment
of bank debt; and 4) increased flexibility for debt incurrence at
its 89% owned subsidiary Clear Channel Outdoor and its
subsidiaries.  The company disclosed that it had already received
the consent of a majority of lenders.

Fitch views this issuance and amendment as a positive for Clear
Channel.  The amendment demonstrates at least initial willingness
by existing lenders to work with the company.  Additionally,
assuming the issuance is completed, the ability to access the
capital markets for 10-year debt indicates there are lenders who
believe the company will be able to address its significant 2014
and 2016 maturities (presently $3.7 billion and $12.5 billion,
respectively, with the majority of it bank loans).  As a result,
there could potentially be a broader range of alternatives
available to Clear Channel deal with these maturity walls.

This being said, these announcements have no impact on the
company's current ratings, given the small size of the issuance
and repayment relative to the absolute dollar amount of bank debt
coming due over the next five years.  In Fitch's view, a
materially larger portion of these maturity walls would need to be
addressed before positive ratings actions are considered.  Fitch
believes the key to Clear Channel's success in managing these
maturities is the amount of flexibility provided by the bank
lenders.  This will depend on Clear Channel's ability to reduce
secured leverage to a level where the banks would be willing to
recommit capital.  Fitch believes that this level is likely below
6 times, as this is where the banks originally lent during the
credit boom, as well as the challenges associated with the final
funding/closing of the deal.

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

Fitch believes that Clear Channel's current liquidity position
will enable it to repay the $1.7 billion of debt maturing through
2013, through a combination of accessible cash on hand, this
issuance, and dividends from CCOH.  Clear Channel had
approximately $1.3 billion of cash at Dec. 31, 2010, excluding
$624 million at CCOH, which cannot be accessed by Clear Channel.
Of this $1.3 billion, $384 million is owed to CCOH under the
revolving promissory note governing the daily cash management that
Clear Channel provides to CCOH.  These funds are accessible to
Clear Channel but are due on demand to CCOH.  CCOH can currently
dividend $500 million of cash to its shareholders under the CCWW
indenture.  Further, under the provision that CCWW can issue
subordinated debt and dividend the proceeds to CCOH shareholders
if total leverage remains below 6.0x, Fitch estimates that Clear
Channel could currently receive approximately $1.7 billion.  Fitch
assumes that Clear Channel's secured lenders and LBO note holders
would be willing to amend their loan provision to allow such debt
issuance, particularly in light of this announcement.  Other
sources of liquidity are minimal; most free cash flow is at CCOH,
given Clear Channel's significant interest burden, and the RCF and
ABL facilities are fully drawn.

As mentioned, Clear Channel faces significantly larger challenges
in addressing its capital structure beginning in 2014.  Given the
absolute dollar amount as well as Clear Channel's weak credit
profile, Fitch believes it could prove difficult for the company
to successfully meet these maturities.  The company's options
include: 1) cash repayment, though it will be minimal in light
of Fitch's expectations for cumulative free cash flow of no more
than $500 million through 2013, most of it at the CCOH level;
2) refinancing in the high yield market, as witnessed by this
announcement; 3) amend and extend transaction, although increased
interest expense would eat further into the already limited free
cash flow; 4) more debt-funded dividends from CCOH; 5) sales of
non-core radio stations in smaller markets; 6) extend/reduce the
$1.5 billion of legacy notes that mature after 2013 via a coercive
debt exchange (CDE), although Fitch views this as less likely as
it does not help the company get past the bank maturities.

In Fitch's view, there is a scenario where the company employs
several, if not all, of these alternatives, which enable it to
successfully address its 2014 and 2016 maturities.  However, this
scenario involves some fairly aggressive assumptions and several
events going in the company's favor, particularly with regards to
the 2016 wall.  If the scenario does not play out as such, Fitch
believes a default is a real possibility.

Consolidated debt at Dec. 31, 2010 was $21.2 billion.  Debt held
at Clear Channel was $18.7 billion and consisted primarily of:

  -- $1.1 billion secured term loan A, maturing July 2014;

  -- $9.1 billion secured term loan B, maturing January 2016;

  -- $696 million secured term loan C (asset sale facility)
     maturing January 2016;

  -- $1 billion secured delayed draw term loan, maturing January
     2016;

  -- $1.8 billion outstanding under the $2 billion secured RCF,
     maturing July 2014;

  -- Approximately $384 million outstanding under the secured ABL
     facility, maturing July 2014;

  -- $796 million senior unsecured cash pay notes, maturing August
     2016;

  -- $830 million senior unsecured PIK toggle notes, maturing
     August 2016;

  -- $693 million senior unsecured legacy notes maturing March 13,
     2011;

  -- $140 million senior unsecured legacy notes maturing May 15,
     2011; and

  -- $2.1 billion senior unsecured legacy notes, with maturities
     of 2012-2027.

There was approximately $2.6 billion of debt at CCOH's subsidiary
Clear Channel Worldwide Holdings Inc. at Dec. 31, consisting
primarily of:

  -- $500 million series A senior unsecured notes, maturing
     December 2018; and

  -- $2 billion series B senior unsecured notes, maturing December
     2018.

The notes are guaranteed by CCOH, Clear Channel Outdoor, Inc., a
wholly owned subsidiary of CCOH, and the majority of the domestic
operating subsidiaries of CCOH.

Clear Channel'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 employs a 6x
distressed enterprise value multiple reflecting the value of the
company's radio broadcasting licenses in top U.S. markets.  Fitch
applies a 30% discount (approximately the level at which the
company would breach its consolidated senior leverage covenant) to
2010 Radio EBITDA.  Additionally, Fitch assumes that Clear Channel
would receive 89% of the value of a sale of CCOH after the CCOH
creditors had been repaid.  Fitch estimates the adjusted
distressed enterprise valuation in restructuring to be
approximately $5.8 billion.  Fitch also assumes that in a
bankruptcy scenario that Clear Channel has maximized the debt-
funded dividends from CCOH and used the proceeds to repay bank
debt.  For analytical purposes, Fitch assumes that that the banks
would be first in line for approximately $1.3 billion of value
(15% of shareholders' equity at Dec. 31, 2007, before the LBO
closed), with the remaining value distributed pro rata between the
secured banks and secured noteholders.  The 'CCC' rating for the
bank debt reflects Fitch's expectations for recovery near the
higher end of the 31% to 50% range under a bankruptcy scenario.
The secured noteholders receive a recovery that is lower than the
bank lenders, but still within the 31%-50%, warranting a 'CCC'.
The 'C' rating on the senior unsecured legacy and LBO notes
reflects Fitch's expectations for minimal recovery prospects due
to their position below the banks in the capital structure.  The
recovery analysis is pro forma for the issuance of secured debt
and repayment of bank debt and legacy notes as discussed.


CLEARWIRE CORP: Abandons Retail Strategy to Focus on Wholesale
--------------------------------------------------------------
Shayndi Raice and Joann S. Lublin, writing for The Wall Street
Journal, report that Clearwire Corp. has abandoned its retail
strategy to focus on being a wholesale network provider of fast
wireless service, said people familiar with the matter, opening
the door for additional investment in the struggling company by
Sprint Nextel Corp.

The Journal says the shift represents a victory for Sprint Nextel,
the No. 3 U.S. wireless carrier by subscribers, which owns a non-
controlling majority stake in the 4G wireless-service provider and
relies on its fourth-generation network to service its customers.

The Journal recounts Sprint has long argued that Clearwire should
spend its limited capital on finishing the expansion of its
network, but Clearwire has insisted on maintaining an independent
retail strategy, competing with Sprint.  According to the Journal,
that strategy has been increasingly difficult to maintain as
Clearwire has struggled to raise additional funds to finance the
completion of its 4G wireless network.

According to the Journal, one person familiar with its thinking,
said Clearwire's goal now is to turn company cash flow positive as
quickly as possible.  The person added it could take 12 to 18
months to achieve that goal.

The Journal also relates people familiar with the matter said the
strategic shift could lay the groundwork for an infusion of cash
from Sprint into Clearwire down the line, although there are
currently no plans for one.  Clearwire needs billions of dollars
to finish building its nationwide wireless network.

Another person familiar with the situation, according to the
Journal, observed that Clearwire's change of course "gives Sprint
a lot more choices to make in the future" about additional
Clearwire investments.  And the move is good for Clearwire
"because they now have a better chance for survival."

The Journal notes that to raise more money in the near term,
Clearwire executives have said that the company is talking to a
number of potential investors and considering the sale of roughly
20%, or $2 billion worth, of its wireless spectrum.

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a leading provider of wireless broadband
services.  Clearwire's 4G mobile broadband network serves 68
markets, including New York City, Los Angeles, Chicago, Dallas,
Philadelphia, Houston, Miami, Washington, D.C., Atlanta and
Boston.

The Company's balance sheet at September 30, 2010, showed
$10.52 billion in total assets, $3.90 billion in total
liabilities, and stockholders' equity of $6.62 billion.

The Company disclosed in its Form 10-Q for the third quarter ended
September 30, 2010, that its expected continued losses from
operations and the uncertainty about its ability to obtain
sufficient additional capital raise substantial doubt about the
Company's ability to continue as a going concern.

"Without additional financing sources, we forecast that our cash
and short-term investments would be depleted as early as the
middle of 2011.  Thus, we will be required to raise additional
capital in the near-term in order to continue operations.


COMFORCE CORP: RBF Capital Disposed of All of 9.5% Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 4, 2011, each of RBF Capital, LLC,
and Richard B. Fullerton disclosed non-ownership of shares of
common stock of Comforce Corporation.

At the end of 2009, RBF Capital disclosed that it held 1,653,173
shares or roughly 9.51% of the common stock of COMFORCE
Corporation.

                          About COMFORCE

Based in Woodbury, New York, COMFORCE Corporation (NYSE Amex: CFS)
provides outsourced staffing management services that enable
Fortune 1000 companies and other large employers to consolidate,
automate and manage staffing, compliance and oversight processes
for their contingent workforces.  The Company also provides
specialty staffing, consulting and other outsourcing services to
Fortune 1000 companies and other large employers for their
healthcare support services, technical and engineering,
information technology, telecommunications and other staffing
needs.  In addition, the Company provides funding and back office
support services to independent consulting and staffing companies.

On November 1, 2010, COMFORCE Corporation entered into an
agreement and plan of merger with CFS Parent Corp., an affiliate
of ABRY Partners, LLC and CFS Merger Sub Corp., a direct wholly-
owned subsidiary of Parent, pursuant to which Merger Sub will
merge with and into the Company, with the Company being the
surviving corporation.  COMFORCE has said it is in talks with
plaintiffs to settle a class action lawsuit alleging breach of
fiduciary duties due to the planned merger.

The Company's balance sheet at Sept. 26, 2010, showed
$181.01 million in total assets, $191.54 million in total
liabilities, and a stockholders' deficit of $10.52 million.


CORNERSTONE BANCSHARES: Gary Petty Owns 611 Common Shares
---------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission on February 4, 2011, Gary Wayne Petty, Jr., chief
financial officer at Cornerstone Bancshares Inc., disclosed that
he directly beneficially owns an aggregate of 611 shares of common
stock of the Company.  Mr. Petty has the right to buy an aggregate
of 14,700 shares of the Company.

                   About Cornerstone Bancshares

Chattanooga, Tenn.-based Cornerstone Bancshares, Inc. is a bank
holding company.  Its wholly-owned subsidiary, Cornerstone
Community Bank, is a Tennessee-chartered commercial bank with five
full-service banking offices located in Hamilton County,
Tennessee.

The Company's balance sheet as of June 30, 2010, showed
$523.4 million in total assets, $494.0 million in total
liabilities, and stockholders' equity of $29.4 million.

As reported in the Troubled Company Reporter on April 6, 2010,
Hazlett, Lewis & Bieter, PLLC, in Chattanooga, Tenn., expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
noted that the Company was not in compliance with certain of its
debt covenants at December 31, 2009.  In addition, as of
December 31, 2009, Cornerstone Community Bank was restricted from
paying dividends to the Company due to the Bank's recent operating
losses and the Bank's reduced capital levels.

                          Consent Order

The Company disclosed in 10-Q for the quarter ended June 30, 2010,
that following the issuance of a written report by the Federal
Deposit Insurance Corporation and the Tennessee Department of
Financial Institutions concerning their joint examination of
Cornerstone Community Bank in October 2009, the Bank entered a
consent order with the FDIC on April 2, 2010, and a written
agreement with the TDFI on April 8, 2010, each concerning areas of
the Bank's operations identified in the report as warranting
improvement and presenting substantially similar plans for making
those improvements.

The consent order and written agreement, which the Company
collectively refers to as the "Action Plans", convey specific
actions needed to address certain findings from the joint
examination and to address the Company's current financial
condition.  The Action Plans contain a list of strict requirements
ranging from a capital directive, which requires the Company to
achieve and maintain minimum regulatory capital levels in excess
of the statutory minimums to be well-capitalized, to developing a
liquidity risk management and contingency funding plan, in
connection with which the Company will be subject to limitations
on the maximum interest rates it  can pay on deposit accounts.
The Action Plans also contain restrictions on future extensions of
credit and requires the development of various programs and
procedures to improve the Company's asset quality as well as
routine reporting on its  progress toward compliance with the
Action Plans to the Board of Directors, the FDIC and the TDFI.

As of April 2, 2010, the date of the Action Plans, the Bank was
deemed to be "adequately capitalized."


CRAIG LUTZ: Files for Chapter 13 Bankruptcy Protection
------------------------------------------------------
Kristen MacBeth at BankruptcyHome.com reports that Craig Lutz,
Hall County, Florida's commissioner, and his wife filed for
Chapter 13 bankruptcy as a means to develop a plan to repay their
past debts over a period of time.  In the filing, Mr. Lutz
disclosed more than $630,000 in assets and around $615,000 in
liabilities.

BankruptcyHome discloses that the filing came a few months after
Mr. Lutz left his job at AT&T to take his elected position.  "My
income has dropped substantially and we did file for some
protection from that to see if we could go through some debt
reorganization," the report quotes Mr. Lutz as stating.

Craig Lutz, BankruptcyHome notes, is the second Florida
commissioner to face financial troubles in recent months.  Last
year, Commissioner Scott Gibbs cited the economic effects in his
construction company's Chapter 11 bankruptcy.


CREDIT-BASED ASSET: Files Plan; Would Repay Unclassified Claims
---------------------------------------------------------------
Bankruptcy Law360 reports that Credit-Based Asset Servicing and
Securitization LLC has filed a Chapter 11 reorganization plan that
calls for payment in full of all unclassified claims and the
substantive consolidation of seven of the Debtors' eight estates.

                About Credit-Based Asset Servicing

Credit-Based Asset Servicing and Securitization LLC is a
subprime mortgage investor based in New York City.  C-Bass is
a joint venture, owned in part by units of mortgage insurers
MGIC Investment Corp. and Radian Group Inc.

C-Bass and seven affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-16040) on Nov. 12, 2010.  C-Bass
disclosed $23.7 million in assets and $2.16 billion in
liabilities in its Schedules of Assets and Liabilities.
The Debtors' liabilities include $195.8 million of secured
debt.

Peter S. Partee, Esq., Richard P. Norton, Esq., Robert A. Rich,
Esq., and Scott Howard Bernstein, Esq., at Hunton & Williams LLP,
represent the Debtors.  Donlin, Recano & Company is the claims
and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
C-BASS' chapter 11 cases and that committee is represented by Mark
T. Power, Esq., and Jeffrey Zawadzki, Esq., at Hahn & Hessen LLP
in New York.

The affiliates that filed separate Chapter 11 petitions are
C-BASS CBO Holding LLC, C-BASS Credit Corp., C-BASS Investment
Management LLC, NIM I LLC, Pledged Property II LLC, Starfish
Management Group LLC, and Sunfish Management Group LLC.


CRYSTAL CATHEDRAL: CFO Southard Resigns to Cut Estate Expenses
--------------------------------------------------------------
Elena Garcia at The Christian Post reports that Crystal
Cathedral's chief financial officer Fred Southard has resigned
ahead of a bankruptcy court hearing about church employees'
salaries, including his $132,000 housing allowance.

The Christian Post relates that Mr. Southard resigned voluntarily
to save the church money.  "There is a real need for the church to
cut its expenses.  Staff is one of the places where they can cut,
and that's where I came in," Mr. Southard was quoted a stating.

Crystal Cathedral Ministries is a Southern California-based
megachurch founded by television evangelist Robert Schuller.  The
church, known for its television show "The Hour of Power."
Crystal Cathedral filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. 10-24771) on October 18, 2010.  March J.
Winthrop, Esq., at Winthrop Couchot Professional Corporation, in
Newport Beach, California, represents the Debtor.  The Debtor
disclosed $72,872,165 in assets and $48,460,826 in liabilities as
of the Chapter 11 filing.


DBSD N.A.: Third Party Interested in Assets, Says Committee
-----------------------------------------------------------
Tiffany Kary at Bloomberg News reported Feb. 7 that the judge
overseeing DBSD North America Inc.'s Chapter 11 case said that
DBSD has an obligation to its creditors to consider any offers
that are better than one from Dish Network Corp.  The judge said
at the Feb. 7 hearing that DBSD has duty to use "aggressive
efforts" to locate a buyer offering to pay more than first-lien
creditor Dish Network.  Steven J. Reisman, a lawyer for DBSD's
creditors committee, said a third party was interested, without
disclosing who the potential bidder is.

As reported in the Troubled Company Reporter, DBSD filed on Feb. 1
a motion for approval of a sale agreement for DISH Network to
acquire 100% of the equity of the reorganized DBSD N.A. for
roughly $1 billion subject to certain adjustments, including
interest accruing on DBSD North America's existing debt, pursuant
to an "Alternate Plan."  Under the agreement, subject to and
contingent on both an unconditional Federal Communications
Commission approval and anti-trust clearance, the Debtors' assets
will be sold to DISH and the proceeds of such sale distributed to
Senior Noteholders and General Unsecured Creditors.  The Debtor
also sought approval of a debtor-in-possession credit facility
from DISH, which will consist of a non-revolving, multiple draw
term loan in the aggregate principal amount of $87.5 million.

Sprint Nextel Corporation and senior secured noteholders are
opposing the sale to DISH.  They say that the plan to sell to DISH
"significantly undervalues the Debtors' assets and would provide a
recovery for unsecured creditors that is substantially worse than"
the plan previously negotiated by DBSD with noteholders, ICO
Global Communications (Holdings) Limited, and Sprint Nextel last
month.

A hearing on the Debtors' Investment Agreement with DISH is
scheduled on February 15, 2011 at 2:00 p.m.

                       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.

The Company's balance sheet at June 30, 2010, showed $9.03 billion
in total assets and $10.61 billion in total liabilities, and a
stockholders' deficit of $1.58 billion.

                           *     *     *

At the end of January 2011, Fitch Ratings affirmed the 'BB-'
Issuer Default Rating assigned to DISH Network and its wholly
owned subsidiary DISH DBS Corporation.  Fitch has also affirmed
the 'BB-' rating assigned to the senior unsecured notes issued by
DDBS Corporation.  Additionally, Fitch has revised DISH's Rating
Outlook to Stable from Negative.  As of Sept. 30, 2010, DISH had
approximately $6.5 billion of debt outstanding.  The Stable
Outlook recognizes the operational rebound DISH has experienced
during 2010.  Overall, Fitch's ratings reflect the operating
leverage derived from DISH's size and scale as the third largest
multi-channel video programming distributor in the U.S. and
Fitch's expectation for continued, albeit pressured free cash flow
generation.

Dish Network carries a 'Ba3' corporate family rating, with "stable
outlook", from Moody's.  Moody's said that Dish Network's Ba3
Corporate Family Rating and stable outlook are not affected by the
company's announcement that it has entered into an agreement to
acquire 100% of the equity of the reorganized DBSD North
America, Inc., a hybrid satellite and terrestrial communications
company, for approximately $1 billion including interest accruing
on DBSD North America's existing debt.

                      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.

Timothy A. Barnes, Esq., and Steven J. Reisman, Esq., at CURTIS,
Mallet-Prevost, Colt & Mosle LLP, in New York, represent the
Official Committee of Unsecured Creditors.

The ad hoc committee of certain parties that hold or manage
holdings of those certain 7.5% Convertible Senior Secured Notes
Due 2009 issued by DBSD is represented by Dennis F. Dunne, Esq.,
Risa M. Rosenberg, Esq., and Jeremy S. Sussman, Esq., at Milbank,
Tweed, Hadley & McCloy LLP, in New York; and Andrew M. Leblanc,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, DC.

Sprint Nextel is represented by Eric Moser, Esq., at K&L Gates
LLP, in New York; and John H. Culver III, Esq., and Felton E.
Parrish, Esq., at K&L Gates LLP, in Charlotte, North Carolina.

Dish is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps Slate Meagher & Flom LLP, in New York.


DELTA PETROLEUM: CEO Lakey Owns 525,828 Common Shares
-----------------------------------------------------
In an amended Form 3 filing with the U.S. Securities and Exchange
Commission on February 4, 2011, Carl E. Lakey, CEO and president
at Delta Petroleum Corp., disclosed that he beneficially owns
525,828 shares of common stock of the Company.  The amendment was
filed to correct the number of shares held by Mr. Lakey on July 6,
2010.

                       About Delta Petroleum

Delta Petroleum Corporation (NASDAQ Global Market: DPTR)
-- http://www.deltapetro.com/-- is an oil and gas exploration and
development company based in Denver, Colorado.  The Company's core
areas of operations are the Rocky Mountain and Gulf Coast Regions,
which comprise the majority of its proved reserves, production and
long-term growth prospects.

The Company's balance sheet at Sept. 30, 2010, showed
$1.14 billion in total assets, $242.79 million in total current
liabilities, $358.34 million in total long-term liabilities, and
stockholders' equity of $545.21 million.

                         *     *     *

As reported in the Troubled Company Reporter on March 15, 2010,
KPMG LLP, in Denver, expressed substantial doubt about the
Company's ability to continue as a going concern after auditing
the Company's financial statements for the year ended December 31,
2009.  The independent auditors noted of the Company's ongoing
losses and working capital deficiency, and that in addition,
outstanding borrowings under the Company's credit facility are due
January 15, 2011.

In January 2011, Standard & Poor's Ratings Services assigned its
'CCC' corporate credit and unsecured debt ratings to Delta
Petroleum Corp.  S&P also assigned its '4' recovery rating to the
company's $150 million unsecured notes due 2015 and $115 million
senior convertible notes.  The outlook is negative.

"S&P's ratings on Delta reflect the company's uneconomic cost
structure, a small reserve base that is almost entirely natural
gas, very aggressive leverage, and weak liquidity," said Standard
& Poor's credit analyst Marc D. Bromberg.  Although it recently
closed a $100 million credit facility maturing Jan. 31, 2012 (with
a $50 million initial commitment), which allowed Delta to satisfy
its previous $35 million revolver that was due this month, S&P
think it is unlikely that the company will be able to meet its
operating obligations throughout 2011.  S&P characterize Delta's
business profile as vulnerable and its financial risk profile as
highly leveraged.


DELUXE ENTERTAINMENT: Moody's Confirms 'B1' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service confirmed its ratings for Deluxe
Entertainment Services Group, Inc., including the B1 Corporate
Family Rating and B1 Probability of Default Rating, along with all
other rated debt instruments as outlined below.  The rating
outlook was revised to negative, however.

These actions conclude Moody's review for possible downgrade of
the company's ratings, as initiated on September 2, 2010 and
subsequent to which the company was awarded the Universal Studios
film processing contract (announced on October 20, 2010) and
acquired the creative services and media services business of
Ascent Media (closed on December 31,2010).  In Moody's view, the
Ascent Media acquisition improves Deluxe's position in the
creative services space and diversifies its customer base into the
TV and short-form commercial markets.  The acquisition also
decreases the company's dependence on the declining physical film
distribution and processing business, which is additive to the new
Universal Studios film processing contract and should moderate
revenue declines from the segment over the next two years.

Confirmations (and LGD point estimate changes, as noted):

Issuer: Deluxe Entertainment Services Group, Inc.

  -- Corporate Family Rating - Confirmed B1

  -- Probability of Default Rating - Confirmed B1

  -- Senior Secured 1st Lien Credit Facility - Confirmed Ba3 (to
     LGD3, 36% from LGD3, 39%)

  -- Senior Secured 2nd Lien Credit Facility - Confirmed B3 (to
     LGD5, 82% from LGD5, 84%)

Withdrawals:

Issuer: Deluxe Toronto Ltd.

  -- Senior Secured 1st Lien Credit Facility - Withdrew Ba3 (LGD3,
     39%)

  -- Outlook: Negative

                        Ratings Rationale

Deluxe's B1 CFR reflects moderately high proforma debt-to-EBITDA
leverage of approximately 3.5x (including Moody's standard
adjustments) in consideration of an expected ongoing decline in
core processing and distribution of physical film footage due to
digital substitution.  The expected broad-based roll-out of
digital projectors is fueled in part with funding raised in the
first half of 2010 by digital projector integrators who are
closely aligned with major studios as well as theatre exhibitors.
The rating is supported by the company's leading positions in the
motion picture and television film processing, distribution and
creative services industries.  In addition to its recent joint
venture with EchoStar to provide digital film delivery, Deluxe
continues to invest in its creative services operations to
transition the business mix away from its reliance on traditional
physical 35mm film distribution.  The creative services segment
has grown over the past several years and, with the recent
acquisition of Ascent Media's competing businesses, is expected to
contribute approximately 50% of EBITDA for 2011.  Creative
services are more vulnerable than processing and distribution due
to cyclical swings in studio and consumer video spending and are
impacted by technological advances as well as competition from
fragmented providers of post-production services.  The rating
accommodates predictable erosion of physical film processing and
distribution revenue with more stable performance from existing
and recently acquired creative services businesses given added
diversification into TV programs and short-form commercial
segments.  Ratings are further supported by requirements under the
existing credit agreement including $60 million of annual term
loan B amortization and restrictive financial maintenance
covenants.

The negative outlook reflects Moody's view that the decline in
demand for film print processing and distribution in the U.S. and
Europe could accelerate, and is further compounded by
uncertainties related to the company's ability to grow the
creative services business and assimilate the recently acquired
operations of Ascent Media.  In the absence of the positive bias
associated with the Universal contract win and Ascent-related
business diversification, Moody's notes that the company's ratings
would have been lowered as originally contemplated by the
September 2010-initiated review.

Ratings could be still be downgraded if operating results fall
short of management's plan due to acceleration in the roll-out of
digital projectors, poor integration of creative services
acquisitions and/or competitive pressure resulting in weakened
liquidity or deterioration in cash flow such that debt-to-EBITDA
ratios exceed 3.75x (including Moody's standard adjustments).
Downward rating pressure could also occur if Moody's do not expect
the capital structure to be sufficiently conservative in the face
of debt-financed acquisitions and/or cash distributions to equity
holders.  A change in the outlook to stable could be considered if
revenues and EBITDA from creative services stabilize and the
capital structure remains sufficiently conservative to mitigate
the decline in demand for physical film processing and
distribution and the risks associated with the company's
acquisition strategy.

The last rating action was on December 1, 2009 when Moody's
withdrew ratings on Deluxe's proposed $600 million senior secured
note issuance following termination of the transaction.

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

Deluxe Entertainment Services Group Inc., headquartered in Los
Angeles, CA, is a worldwide supplier of film processing and
distribution (50% of pro forma FY2010 revenue) as well as creative
services (50% of pro forma revenue) to the major producers and
distributors of motion pictures and television programs.  Deluxe
is an indirect wholly-owned subsidiary of MacAndrews & Forbes
Holdings Inc. Revenue was approximately $982 million for the LTM
period ended September 30, 2010.


DENNY'S CORPORATION: BlackRock Discloses 6.07% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 4, 2011, BlackRock, Inc. disclosed
that it beneficially owns 6,050,100 shares of common stock of
Denny's Corporation representing 6.07% of the shares outstanding.
As of October 28, 2010, 99,697,084 shares of the Company's common
stock, par value $.01 per share, were outstanding.

                     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.


DESERT ROCK: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Desert Rock Excavation Inc.
        10764 Grace Lane NE
        Moses Lake, WA 98837

Bankruptcy Case No.: 11-00572

Chapter 11 Petition Date: February 9, 2011

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtor's Counsel: John L. McKean, Esq.
                  MCKEAN LAW OFFICE PS CORP
                  704 E Olive Avenue
                  Moses Lake, WA 98837
                  Tel: (509) 765-4451
                  Fax: (509) 765-6019
                  E-mail: jlmckean@hotmail.com

Scheduled Assets: $2,000,593

Scheduled Debts: $1,362,019

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/waeb11-00572.pdf

The petition was signed by Stephen R. Sandberg, president.


DEWEY'S SUPER TRANSPORT: Case Summary & Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Dewey's Super Transport, Inc.
        P.O. Box 252
        Patricksburg, IN 47455

Bankruptcy Case No.: 11-80122

Chapter 11 Petition Date: February 8, 2011

Court: United States Bankruptcy Court
       Southern District of Indiana (Terre Haute)

Judge: Frank J. Otte

Debtor's Counsel: Jeffrey M. Hester, Esq.
                  TUCKER HESTER, LLC
                  429 N Pennsylvania St Ste 100
                  Indianapolis, IN 46204-1816
                  Tel: (317) 833-3030
                  Fax: (317) 833-3031
                  E-mail: jeff@tucker-hester.com

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

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

A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/insb11-80122.pdf

The petition was signed by Richard Hendrickson, vice president.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Richard Rhea Andrew Hendrickson        10-81870   12/07/10


DISH NETWORK: BlackRock Discloses 7.52% Equity Stake
----------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on February 4, 2011, BlackRock, Inc. disclosed that it
beneficially owns 15,389,414 shares of Class A common stock of
DISH Network Corp. representing 7.52% of the shares outstanding.
As of October 22, 2010, the Company's outstanding common stock
consisted of 204,625,112 shares of Class A common stock and
238,435,208 shares of Class B common stock.

                        About DISH Network

DISH Network Corporation is the third largest pay television
provider in the United States with 14.1 million subscribers as of
Dec. 31, 2009.  Annual revenues approximate $11.6 billion.

The Company's balance sheet at June 30, 2010, showed $9.03 billion
in total assets and $10.61 billion in total liabilities, and a
stockholders' deficit of $1.58 billion.

                           *     *     *

At the end of January 2011, Fitch Ratings affirmed the 'BB-'
Issuer Default Rating assigned to DISH Network and its wholly
owned subsidiary DISH DBS Corporation.  Fitch has also affirmed
the 'BB-' rating assigned to the senior unsecured notes issued by
DDBS Corporation.  Additionally, Fitch has revised DISH's Rating
Outlook to Stable from Negative.  As of Sept. 30, 2010, DISH had
approximately $6.5 billion of debt outstanding.  The Stable
Outlook recognizes the operational rebound DISH has experienced
during 2010.  Overall, Fitch's ratings reflect the operating
leverage derived from DISH's size and scale as the third largest
multi-channel video programming distributor in the U.S. and
Fitch's expectation for continued, albeit pressured free cash flow
generation.

Dish Network carries a 'Ba3' corporate family rating, with "stable
outlook", from Moody's.  Moody's said that Dish Network's Ba3
Corporate Family Rating and stable outlook are not affected by the
company's announcement that it has entered into an agreement to
acquire 100% of the equity of the reorganized DBSD North
America, Inc., a hybrid satellite and terrestrial communications
company, for approximately $1 billion including interest accruing
on DBSD North America's existing debt.


DVM HEALTH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: DVM Health Properties, LLC
        330 East Pulaski Highway
        Elkton, MD 21921

Bankruptcy Case No.: 11-10913

Chapter 11 Petition Date: February 8, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  E-mail: aciardi@ciardilaw.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 David V. Martini, managing member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
David V. Martini                      11-10784            02/02/11


DYNAVAX TECHNOLOGIES: BlackRock Discloses 7.42% Equity Stake
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on February 4, 2011, BlackRock, Inc., disclosed that it
beneficially owns 8,579,064 shares of common stock of Dynavax
Technologes Corp. representing 7.42% of the shares outstanding.
As of November 3, 2010, the registrant had outstanding 115,575,069
shares of common stock.

                    About Dynavax Technologies

Berkeley, Calif.-based Dynavax Technologies Corporation (NASDAQ:
DVAX) -- http://www.dynavax.com/-- is a clinical-stage
biopharmaceutical company.  The Company discovers and develops
novel products to prevent and treat infectious diseases.  The
Company's lead product candidate is HEPLISAV, an investigational
adult hepatitis B vaccine designed to enhance protection more
rapidly and with fewer doses than current licensed vaccines.

As of September 30, 2010, the Company had $61,790,000 in total
assets; $21,026,000 total current liabilities, $6,012,000 deferred
revenue, $10,540,000 long-term note payable to holdings, $944,000
long-term contingent liability to holdings, and $60,000 other
long-term liabilities and $23,208,000 in stockholders' equity.

As reported in the Troubled Company Reporter on March 18, 2010,
Ernst & Young LLP, in San Francisco, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations since its inception.


DYNEGY INC: UBS AG Discloses 0.34% Equity Stake
-----------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 4, 2011, UBS AG disclosed that it
beneficially owns 408,800 shares of common stock of Dynegy Inc.
representing 0.34% of the shares outstanding.  As of November 1,
2010, there were  120,894,257 shares of common stock outstanding.
All of Dynegy Holdings Inc.'s outstanding common stock is owned by
Dynegy Inc.

                         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: BlackRock Discloses 6.57% Equity Stake
-----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 4, 2011, BlackRock, Inc. disclosed
that it beneficially owns 17,655,574 shares of common stock of
Eastman Kodak Co., representing 6.57% of the shares outstanding.
As of October 22, 2010, there were 268,876,597 shares of common
stock outstanding.

                        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."


ELITE PHARMACEUTICALS: Gets FDA Approval of Generic HCL Tablets
---------------------------------------------------------------
Elite Pharmaceuticals, Inc., received approval of an Abbreviated
New Drug Application (ANDA) for phentermine HCl 37.5 mg tablets by
the U.S. Food and Drug Administration.  The phentermine HCl
tablets are the generic equivalent of the Adipex-P(R) 37.5 mg
tablets.  The product and its equivalents had annual sales of
approximately $40 million in 2010 and there are currently six
other approved generic manufacturers plus the innovator.  On
September 16, 2010, Elite had previously announced the acquisition
of the ANDA for this generic product from Epic Pharma LLC.  The
ANDA approval was granted under Epic Pharma's name and transfer of
the ANDA into Elite's name will begin immediately.

This product was part of a license agreement and a manufacturing
and supply agreement with Precision Dose, Inc. which has a wholly
owned subsidiary, TAGI Pharma, Inc. which will distribute the
product.  Pursuant to the previously disclosed Agreements, TAGI
Pharma will market and sell this product and Elite will
manufacture the product.  Elite will receive a milestone payment
upon shipment of the first product to Precision Dose and Elite
will receive a percentage of the gross profit, as defined in the
License Agreement, and earned by TAGI Pharma as a result of sales
of the products.  The license fee is payable monthly for the term
of the License Agreement.

"Elite currently manufactures Lodrane 24(R) and Lodrane 24D(R)
which are marketed by our partner, ECR Pharmaceuticals, for
allergy treatment, and in addition to this phentermine product, we
expect to launch two additional products this year that will be
marketed by TAGI.  Collectively, these products will allow the
company to fully realize the implementation of the business plan
that was put in place to turn the company into a profitable
operational company," commented Jerry Treppel, Chairman and CEO,
in a statement released by the Company.

                      About TAGI Pharma, Inc.

TAGI Pharma was launched by Precision Dose in 2010 as a specialty
pharmaceutical company focused on the Retail Market Segment.  A
key component of TAGI Pharma's strategy is the leveraging of its
sales and distribution core competencies with the formation of
strategic partnerships with product development and manufacturing
companies such as Elite.  The phentermine HCL 37.5 mg product
represents the first of these initiatives, and we expect an
additional five product launches in the next six months.  As the
company sources products through development, acquisition and
licensing opportunities, key areas of focus will be in the tablet,
capsule and injectable dosage formats, with an emphasis on
controlled substances, where there are additional barriers to
entry.  TAGI Pharma is located in South Beloit, Illinois, and
additional information can be obtained from its website
www.tagipharma.com.

                    About Elite Pharmaceuticals

Northvale, N.J.-based Elite Pharmaceuticals, Inc. (OTC BB: ELTP)
-- http://www.elitepharma.com/-- is a specialty pharmaceutical
company that develops and manufactures oral, controlled-release
products using proprietary technology.  Elite developed and
manufactures for its partner, ECR Pharmaceuticals, Lodrane 24(R)
and Lodrane 24D(R), for allergy treatment and expects to launch
soon three approved generic products.  Elite also has a pipeline
of additional generic drug candidates under active development and
the Company is developing ELI-216, an abuse resistant oxycodone
product, and ELI-154, a once-a-day oxycodone product.  Elite
conducts research, development and manufacturing in its facility
in Northvale, New Jersey.

The Company's balance sheet at Sept. 30, 2010, showed
$10.86 million in total assets, $23.67 million in total
liabilities, and a stockholders' deficit of $12.81 million.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern following the Company's results for fiscal year
ended March 31, 2010.  The independent auditors noted that the
Company has experienced significant losses and negative operating
cash flows resulting in a working capital deficiency and
shareholders' deficit.

The Company reported a net loss $8.1 million on $3.3 million of
revenue for the fiscal year ended March 31, 2010, compared with a
net loss of $6.6 million on $2.3 million of revenue for the year
ended March 31, 2009.


ENNIS COMMERCIAL: Unsecureds to Get 7% Total, in Installments
-------------------------------------------------------------
Ennis Commercial Properties, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of California on January 21, 2011,
an amended disclosure statement explaining its plan of
reorganization.

Under the proposed plan, the Debtor will continue to operate the
business following emergence.  The Debtor will serve as its own
disbursing agent and will make all disbursements required by the
Plan.

Pursuant to the amended plan, holders of general unsecured claims
that were not guaranteed by Ben Ennis, owed approximately
$2,753,334, will be paid a total of $297,826 under the Plan.
Payments will be made over a 10-year period at 2% interest per
annum.  Payments will be made monthly on a pro rata basis
beginning in the fourth month following of the Effective Date of
the Plan.

Holders of general unsecured claims that were guaranteed by Ben
Ennis, owed approximately $24,040,665, will be paid a total of
$1,768,768
under the Plan.  Payments will be made over a 10-year period at 2%
interest per annum.  Payments will be made monthly on a pro rata
basis beginning in the fourth month following of the Effective
Date of the Plan.

Holders of membership interests in the Debtor will maintain their
ownership interests under the Plan.

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

                      About Ennis Commercial

Porterville, California-based Ennis Commercial Properties, LLC
is a commercial real estate business.  The Company's business
consists of acquiring raw land and building commercial
developments.  The Company then either operates or sells the
commercial buildings comprising the commercial development.  The
Company filed for Chapter 11 bankruptcy protection on March 16,
2010 (Bankr. E.D. Calif. Case No. 10-12709).  Peter L. Fear, Esq.,
and Gabriel J. Waddell, Esq., at the Law Offices of Peter L. Fear,
in Fresno, Calif., represent the Debtor as counsel.   No creditors
committee has been formed in this case.  In its schedules, the
Debtor disclosed $40,878,319 in assets and $43,922,485 in
liabilities.

The Debtor is affiliate with Ennis Homes, Inc., and Ennis Land
Development, Inc.  These two entities were consolidated in a
Chapter 11 bankruptcy with Ennis Homes being the surviving entity.
Ennis Homes, Inc., filed for Chapter 11 on February 2, 2009
(Bankr. E.D. Calif. Case No. 09-10848).


ENTEGRA TC: S&P Junks Ratings on Second-Lien Loans From 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Entegra TC LLC's second-lien credit facilities to 'CCC+' from 'B'
and left the '1' recovery rating unchanged.  The outlook remains
negative.

The downgrade reflects the likelihood of debt service coverage
from cash flow below 1x in 2011 and covenant violations in 2012 if
asset sales do not occur in 2011 or early 2012.  In November 2010,
Entegra sold one of its eight power blocks, power block number two
(not hedged) at the Gila River facility near Gila Bend, Ariz., to
Sundevil Power Holdings LLC.  Also in November 2010, Entegra
amended its first-, second-, and third-lien credit agreements,
eliminating nearly all of its 2011 financial covenants, among
other changes.

The Entegra project's rated credit facilities consist of a
$450 million second-lien senior term loan due 2014 ($251 million
outstanding as of Dec. 31, 2010, down from $399 million at
Dec. 31, 2009, and $420 million at Dec. 31, 2008) and a
$30 million synthetic revolving credit facility for working
capital due 2014, both issued April 19, 2007.  The revolver's
balance was zero at Dec. 31, 2010 and may no longer be drawn.

The Entegra project has two main operating subsidiaries, Gila
River Power L.P. and Union Power Partners L.P., which own
generation assets and guarantee the loans.  Gila River is a 1,751
megawatt combined-cycle gas turbine plant at Gila Bend in Maricopa
County, Ariz., with two merchant power blocks and one power block
(number four) with a 2007-2017 tolling agreement that dispatch
into the Arizona-New Mexico-South Nevada subregion of the Western
Electricity Coordinating Council.  The tolling agreement is with
Arizona Public Service Co. (BBB-/Positive/A-3).

The outlook is negative, reflecting the likelihood of debt service
coverage from cash flow below 1x in 2011 and covenant violations
in 2012 if significant asset sales do not occur in 2011 or early
2012.  Significant reductions in liquidity or likely delays in
asset sales beyond 2011 could result in a further rating
downgrade.


EQUIPMENT MANAGEMENT: Case Summary & 20 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Equipment Management Technology
        1525 Pama Lane
        Las Vegas, NV 89119

Bankruptcy Case No.: 11-11816

Chapter 11 Petition Date: February 9, 2011

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

Judge: Linda B. Riegle

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  THE SCHWARTZ LAW FIRM
                  701 E. Bridger Avenue, Ste 120
                  Las Vegas, NV 89101
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  E-mail: sam@schwartzlawyers.com

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

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

The petition was signed by Vito A. Longo, president.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
First Capital Western                            $11,800,000
Region, LLC
700 S. Flower Street,
Suite 2325
Los Angeles, CA 90017

Michael C. Longo                                 $240,000
1424 Centre Circle
Downers Grove, IL 60515


Fox Rothschild, LLP                              $187,886
3800 Howard Hughes Pkwy
Las Vegas, NV 89169

Rohde & Schwarz, Inc.                            $70,038

Ashley Hall & Associates                         $42,056

California State Board of                        $41,913
Equalization

Longo Properties                                 $38,000

Global Test Equipment                            $30,958

Frisby Consulting, Inc.                          $4,783

Clark County Treasurer                           $4,481

TestEquity, LLC                                  $2,800

Northrop Grumman Space                           $2,084
Technology-TX

CAN Insurance Company                            $2,054

Swainston Consulting                             $1,998
Group

City National Bank Visa                          $1,934

AllTest Instruments, Inc.                        $950

Keithley Instruments                             $845

Northrop Grumman Space                           $740
Technology-TX

Visdsnb                                          $623

UPS Corporate                                    $608
Headquarters


ESSEX OIL: Randsburg Int'l Wants Wm. Andrew Campbell as Receiver
----------------------------------------------------------------
Essex Oil Ltd. disclosed that Randsburg International Gold Corp.
had initiated steps to appoint Wm. Andrew Campbell as a privately-
appointed receiver over the assets of Essex pursuant to a general
security agreement granted to Randsburg.

On January 28, 2011, Essex advised Randsburg that their attempted
appointment of Mr. Campbell as receiver contravened section 243(4)
of the Bankruptcy and Insolvency Act (Canada) which provides that
only a licensed trustee may be appointed as a receiver pursuant to
the terms of a security agreement, and therefore, the appointment
of Mr. Campbell as receiver was illegal, invalid and of no effect.

Randsburg has now initiated steps to appoint a licenced trustee as
a privately-appointed receiver over the assets of Essex.

Essex is taking steps to refute the efforts by Randsburg.

Randsburg is a shareholder of Essex. Michael Opara, who is the
President, Chief Executive Officer and a director of Randsburg, is
also the President and a director of Essex.


FENTURA FINANCIAL: Sale of West Michigan Bank Completed
-------------------------------------------------------
On April 28, 2010, Fentura Financial, Inc., announced that it had
entered into an agreement to sell West Michigan Community Bank to
a private investor group.  The filed Definitive Agreement was
formally amended on January 20, 2011, and called for an increase
of the required ALLL and an exchange of certain loans and other
real estate as an alternative to the original agreement.  As
projected in the January 26, 2011, Fentura Financial, Inc. filing,
the sale was completed on January 31, 2011.  The sale of West
Michigan Community Bank is anticipated to improve pro forma Tier 1
leverage capital ratio of Fentura Financial, Inc. by 36% to 6.7%.
Similarly, pro forma total risk based capital is anticipated to
improve by 30% to approximately 10.2%.  Additionally, it is
expected that proceeds from the closing and the future liquidation
of non-performing assets acquired by the Corporation will be
utilized to strengthen the capital position of The State Bank and
for other general corporate purposes.

                      About Fentura Financial

Based in Fenton, Michigan, Fentura Financial, Inc., is a
registered bank holding company, owns and controls The State Bank,
Fenton, Michigan, and West Michigan Community Bank, Hudsonville,
Michigan, both state nonmember banks, and two nonbank
subsidiaries.  Fentura Financial shares are traded over the
counter under the FETM trading symbol.

At September 30, 2010, the Company had total assets of
$449.38 million against total liabilities of $433.31 million, and
shareholders' equity of $16.07 million.

Fentura Financial reported a net loss of $2.34 million for the
three months ended September 30, 2010, from a net loss of $847,000
for the same period a year ago.  Fentura reported a net loss of
$5.60 million for the nine months ended September 30, 2010, from
$17.871 million for the same period a year ago.

As reported in the Troubled Company Reporter on March 22, 2010,
Crowe Horwath LLP, in Grand Rapids, Mich., 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 net losses in 2009 and 2008, primarily from
higher provisions for loan losses, and non-compliance with the
higher capital requirements of the Consent Orders.

Fentura Financial, Inc., entered into a Written Agreement with
the Federal Reserve Bank of Chicago on November 4, 2010.  Among
other things, the Written Agreement requires that the Company
obtain the approval of the FRB prior to paying a dividend;
requires that the Company obtain the approval of the FRB prior to
making any distribution of interest, principal, or other sums on
subordinated debentures or trust preferred securities; prohibits
the Company from purchasing or redeeming any shares of its stock
without the prior written approval of the FRB; requires the
submission of a written capital plan by January 3, 2011, and;
requires the Company to submit cash flow projections for the
Company to the FRB on a quarterly basis.


FIRST NATIONAL: Wants Plan Filing Deadline Extended to May 5
------------------------------------------------------------
First National Building I, LLC, and First National Building II,
LLC, ask the U.S. Bankruptcy Court for the Western District of
Oklahoma to extend the exclusive period to file a Chapter 11 plan
of reorganization until May 5, 2011, and solicit acceptances of
that plan until July 4, 2011.

According to the Debtors, since the commencement of their
bankruptcy cases, they have continued to manage and operate their
Oklahoma City property in the ordinary course of business.  As
reflected in the Debtors' operating budgets submitted to the
Court, the Debtors' property is generating rent revenue of
$480,000 per month and is operating on a cash flow positive basis,
even with the payment of interest to the Debtors' lender, Capmark
Bank and Capmark CDF Subfund VI LLC, which is continuing to be
made.

The Debtors are working diligently to lease space in the Property,
collect rent from tenants, and maintain and operate the Property.
To accomplish the foregoing, the Debtors have negotiated and
reached agreements with the Lender regarding the use of cash
collateral as well as the terms and conditions of an expedited
leasing approval procedure.  The Debtors have also approached the
Lender to begin discussing the terms of a plan of reorganization
that the Lender would be willing to support.  If such discussions
fail to bear fruit, the Debtors intend to propose a plan of
reorganization in short order which complies with applicable law
that would be confirmable over the Lender's objection.  The
Debtors are moving meaningfully toward a reorganization, which is
in prospect.

                       About First National

Sherman Oaks, California-based First National Building I, LLC, and
First National Building II, LLC, are the co-owners of the real
property commonly known as the First National Center and located
at 120 N. Robinson Avenue in Oklahoma City.  The property is a 33-
story historic office building located in the central business
district in Oklahoma City and contains approximately 950,000
square feet of rentable space.

The Honorable Geraldine Mund entered an order directing the
transfer of the Chapter 11 cases of First National Building I, LLC
and First National Building II, LLC from the Central District of
California to the Western District of Oklahoma.  Capmark Bank and
Capmark CDF Subfund VI LLC, the Debtor's lenders, made the
request, and Judge Mund agreed to the venue change.  Capmark is
represented by H. Mark Mersel, Esq. -- mark.mersel@bryancave.com -
- at Bryan Cave LLP in Irvine, Calif.

First National Building I, LLC, filed a Chapter 11 petition
(Bankr. C.D. Calif. Case No. 10-22745) in Woodland Hills, Calif.,
on Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla.
Case No. 10-16334) to Oklahoma City on Oct. 13, 2010.  First
National Building II, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 10-22747) in Woodland Hills, Calif. on
Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla. Case
No. 10-16335) to Oklahoma City on Oct. 13, 2010.

The Debtors each estimates assets and debts at $10 million to
$50 million.

The Debtors are affiliated with Roosevelt Lofts, LLC (Bankr. C.D.
Calif. Case No. 09-14214).


FIRSTFED FINANCIAL: Taps Garden City as Noticing Agent
------------------------------------------------------
FirstFed Financial Corp. asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ The Garden
City Group Inc. as noticing agent.

The firm is expected to provide notice of hearing to consider
confirmation of the Debtor's plan and distribute the solicitation
package approved by the Court in connection with the plan.

The Debtor assures the Court that the firm is a "disinterested
person" as defined in the Bankruptcy Code.

                      About FirstFed Financial

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

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

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


FKF MADISON: Controlling Members Ditch Shapiro-Backed Plan
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that with developer Ira Shapiro
temporarily barred from controlling One Madison Park, the
Manhattan condominium's affirmed controlling members withdrew the
restructuring plan that Mr. Shapiro had backed in favor of
pursuing a rival plan.  The report relates that the controlling
members -- Green Bridge Capital SA and Special Situation SA --
told the U.S. Bankruptcy Court in Wilmington, Del., that they'd
"soon" be filing a new Chapter 11 plan of reorganization sponsored
by Manhattan firm HFZ Capital Group LLC.

"The Debtors believe that the HFZ-sponsored plan process presents
the only viable option today for a funded Chapter 11 process,"
Green Bridge and Special Situation said in court papers, DBR
notes.

DBR adds that Mr. Shapiro and the controlling members, which have
ties to Monaco-based real-estate investor Cevdet Caner, had been
dueling over who currently controlled One Madison Park and who
offered the best plan to lead it out of Chapter 11 protection.

                      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.


FLORIDA EAST: Moody's Assigns 'Caa1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned ratings to Florida East Coast
Holdings Corp.; corporate family rating and probability of default
rating of Caa1.  Moody's also assigned a rating of Caa3 to the
company's planned $130 million Senior PIK Toggle Notes due August
2017.  The ratings of Florida East Coast Railway Corp.'s senior
secured notes due January 2017 have been affirmed at B3.  The
outlook is stable.

Assignments:

Issuer: Florida East Coast Holdings Corp.

  -- Probability of Default Rating, Assigned Caa1
  -- Corporate Family Rating, Assigned Caa1
  -- Senior Unsecured Regular Bond/Debenture, Caa3 (LGD6-91)

Withdrawals:

Issuer: Florida East Coast Railway Corp.

  -- Probability of Default Rating, Withdrawn, previously rated B3
  -- Corporate Family Rating, Withdrawn, previously rated B3

Proceeds from the $130 million FEC Holdings notes will be used
primarily to fund a cash distribution to the company's equity
sponsor Fortress Investment Group.

The Caa1 Corporate Family and Probability of Default ratings are
one notch below the B3 rating that was recently assigned to FEC
Holdings' subsidiary, FECR, when the company refinanced bank debt
that was legacy to the 2007 acquisition of the company by
Fortress, through proceeds from a $475 million senior notes
offering as well as a $140 million equity contribution by
Fortress.  With the subsequent issuance of the PIK Notes and
distribution of proceeds to Fortress, this transaction essentially
eliminates all de-levering aspects of the company's debt
restructuring initiatives, and hence the CFR and PDR ratings being
relocated to the new top holding company in the organizational
structure are one notch lower than the originally assigned
ratings.  Moody's will withdraw the CFR and PDR ratings at
subsidiary FECR.

FEC Holdings' Caa1 CFR reflects substantial debt levels that
reside in the organizational structure which result in credit
metrics that are typically associated with the Caa rating
category.  The ratings also reflect the company's small size and
lack of freight diversity, as well as its concentration on one
regional market (Florida) for a substantial amount of its revenue.
However, these rating constraints are partially offset by its
compelling market position in its region, long-term relationships
with key customers, and its unique position as the only railroad
with access to certain South Florida ports.

The PIK Toggle Notes are rated Caa3, two notches below the
corporate family rating.  FEC Holdings' notes are unsecured, and
are not guaranteed by any of its subsidiaries.  As such, those
notes are ranked as subordinated to all FECR's debt and other
liabilities per Moody's Loss Given Default methodology used to
determine the Caa3 rating for these notes.

FECR's senior notes are rated B3, which is one notch above FEC
Holdings' corporate family rating, reflecting the substantial
amount of unsecured liabilities (primarily FEC Holdings' notes)
that are ranked below FECR's secured debt.

The stable outlook reflects Moody's expectations that FEC
Holdings' credit metrics will improve only modestly through 2011,
although freight volumes are anticipated to continue a slow growth
trajectory in a stable pricing environment.  Although the company
is expected to generate positive free cash flow over this period,
it is not likely that FEC Holdings will use the cash generated to
substantially repay debt.  As such, Moody's does not anticipate
that the company will undertake any substantial deleveraging over
the next few years.

Ratings could be lowered if an unexpected weakening in freight
demand results in deteriorating pricing over the near term.
Moody's believes that operating margins that fall substantially
below 20% for a prolonged period of time during such a period of
depressed revenues could result in a significant drop in free cash
flow, and materially hinder the company in its ability to maintain
credit metrics and an adequate liquidity profile.  Metrics such as
Debt/EBITDA in excess of 8.5 times, retained cash flow of less
than 5% of debt, or EBIT/Interest below 0.7 times could pressure
rating downward.  The ratings or their outlook could be revised
upward if the company can resume revenue growth as freight demand
recovers, while maintaining operating margins consistently in
excess of 25% and generating free cash flow that is applied to
repay debt.  Specifically, credit metrics such as Debt/EBITDA of
under 6.5 times and EBIT/Interest in excess of 1.0 time would
likely warrant upward rating consideration.

Florida East Coast Holdings Corporation, through its wholly owned
subsidiary, Florida East Coast Railway Corp., headquartered in
Jacksonville, FL, is a freight railroad that services the east
coast of Florida from Jacksonville to Miami.


FLORIDA EAST: S&P Downgrades Corporate Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Florida East Coast Railway Corp. to 'B-' from 'B'.  At
the same time, S&P lowered its issue-level ratings on FECR's $475
senior secured notes due 2017 to 'B-' from 'B'.  S&P is also
assigning a 'CCC' rating to the company's proposed $130 million
PIK toggle notes due 2017 to be issued by FECR's direct parent,
Florida East Coast Holdings Corp., with a recovery rating of '6',
indicating S&P's expectation of negligible recovery (0%-10%) in a
payment default scenario.  The outlook is stable.

"The downgrade is based on increased debt leverage resulting from
FECR's proposed PIK toggle note issuance," said Standard & Poor's
credit analyst Anita Ogbara.  "Pro forma for the transaction,
total consolidated debt is $605 million compared with $475 million
before.  S&P previously expected funds from operations to debt in
the 10% area and debt to EBITDA in the 5.0x-6.0x range; its
revised expectations include FFO to debt in the mid-single-digit
area and debt to EBITDA in the 7.0x-8.0x range."

The ratings on FECR reflect its limited geographic and end-market
diversity, highly leveraged capital structure, and very aggressive
financial policy.  The company's participation in the relatively
stable U.S. freight railroad industry, along with its efficient
operations and minimal capital expenditure requirements, partially
offset these weaknesses.  S&P characterize the company's business
profile as fair, financial profile as highly leveraged, and
liquidity as adequate.

The outlook is stable.  "Despite increased leverage, over the next
couple of years, S&P expects credit ratios to recover given
improving economic environment," Ms. Ogbara continued.  "Further,
S&P expects rail volumes and intermodal market conditions to
continue to strengthen and boost FECR's operating profitability
and liquidity.  S&P could lower the ratings if worse-than-expected
earnings or further distributions to owners cause liquidity
concerns.  Although less likely, S&P could raise the ratings if
better earnings result in FFO to debt above 10% on a sustained
basis."


FORD MOTOR: BlackRock Holds 5.28% Equity Stake
----------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on February 4, 2011, BlackRock, Inc. disclosed that it
beneficially owns 195,190,045 shares of common stock of Ford Motor
Co. representing 5.28% of the shares outstanding.  As of October
29, 2010, the Company had outstanding 3,401,803,026 shares of
Common Stock and 70,852,076 shares of Class B Stock.

                          About Ford Motor

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

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

                           *     *     *

Ford Motor has a 'BB' issuer default rating, with positive
outlook, from Fitch Ratings; 'Ba2' corporate family rating and
probability of default rating from Moody's Investors Service; and
a 'BB-' corporate credit rating, with positive outlook, from
Standard & Poor's.

Fitch said at the end of January 2011 that Ford's ratings reflect
its continued strong financial performance and the substantial
debt reduction accomplished in the fourth quarter of 2010, both of
which outperformed Fitch's previous expectations.


FORD'S COLONY: Judge Wants Plan Talks to Continue
-------------------------------------------------
Desiree Parker at Williamsburg Yorktown Daily reports that a
federal bankruptcy judge set a Feb. 28 deadline for parties to
file a reorganization plan in the Chapter 11 case of Ford's Colony
Country Club.

The report relates that Ford's Colony, secured creditor Prudential
Industrial Properties, LLC, and the Official Committee of
Unsecured Creditors are now working on a reorganization plan, but
haven't yet been able to come to an agreement on what the plan
will look like.

According to an update by the Creditors Committee, during the
recent hearing the judge reemphasized that a viable club is vital
to the members and the community as a whole, and he was
disappointed the parties couldn't reach an agreement on a
reorganization plan.  This prompted the judge to set a firm
deadline for a plan.

Williamsburg Yorktown Daily discloses that the judge at the last
hearing withheld approval of Prudential's motion for relief from
stay that would allow it to foreclose on Ford's Colony's golf
course.  The hearing on the request was postponed to March.

The judge, the report relates, also denied Ford's Colony request
to consolidate it and the Marsh Hawk Golf Club into one entity.

A document posted on the Web site of the Country Club Membership
Association, an organization of all members belonging to a dues
paying membership category of the Ford's Colony Country Club, says
the Creditors Committee and Prudential met in December to discuss
options due to the Debtors' inability or unwillingness to date to
present a plan of reorganization in each of these cases acceptable
to all parties.  A memorandum of understanding provides that a
consensual plan of reorganization for the Debtor should include a
requirement that whatever entity emerges from bankruptcy and owns
and operates the Marsh Hawk assets provide for financial
transparency of its operations going forward, and that the new
owner should consult and seek approval of the CCMA regarding
operations of the club.  In the event that the Debtors are not
able to tender a proposed plan of reorganization that is
acceptable to Prudential, the Committee will strongly and
unequivocallysupport Prudential's request for relief from stay to
foreclose on the golf club.   The MOU provides for the allocation
of the proceeds in the event of a sale to a third party or the
allocation of the new membership fees in the event Prudential
becomes the new owner.  A copy of the MOU is available at:

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

                     About Ford's Colony

Williamsburg, Virginia-based Marsh Hawk Golf Club, LLC, and Ford's
Colony Country Club, own and operate a country club in
Williamsburg, Virginia.  The Club features a 54-hole private golf
course, restaurants, meeting rooms, banquet halls and numerous
recreational facilities.

The Companies filed for Chapter 11 bankruptcy protection on
April 1, 2010 (Bankr. E.D. Va. Lead Case No. 10-50632).  Ross C.
Reeves, Esq., at Willcox & Savage, P.C., assists the Debtors in
their restructuring effort.  Marsh Hawk estimated its assets and
debts at $10 million to $50 million.


FRIENDSHIP MISSIONARY: Case Summary & Creditors List
----------------------------------------------------
Debtor: Friendship Missionary Baptist Church of Coliumbia, Inc.
        P.O. Box 777
        Columbia, TN 38402

Bankruptcy Case No.: 11-01160

Chapter 11 Petition Date: February 8, 2011

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Columbia)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church Street, Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  E-mail: slefkovitz@lefkovitz.com

Scheduled Assets: $1,311,210

Scheduled Debts: $709,107

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb11-01160.pdf

The petition was signed by Al Anderson, pastor.


GENERAL GROWTH: Eurohypo AG Defends $85 Million Claim
-----------------------------------------------------
As reported in the Jan. 24, 2011 edition of the Troubled Company
Reporter, Reorganized General Growth Properties, Inc., and its
units ask the Court to disallow a claim for $85.6 million filed by
Eurohypo AG, New York Branch, as administrative agent under a
February 24, 2006 credit agreement.  The 2006 Lenders seek payment
of about $85.6 million in postpetition interest at the contractual
default rate where they were not contractually entitled to it
other than by virtue of an ipso facto clause triggered by the
Debtors' Chapter 11 filings, Gary T. Holtzer, Esq., at Weil,
Gotshal & Manges LLP, in New York, argues.  However, the 2006
Lenders failed to accelerate the 2006 Loan before the Petition
Date, a condition precedent to the 2006 Lenders' right to collect
default interest under the 2006 Credit Agreement and New York law,
he contends.

Eurohypo filed a court document defending its claim request.

The Reorganized Debtors were in default on the 2006 Credit
Agreement well before their bankruptcy filings, and
notwithstanding multiple unremedied defaults, the 2006 Lenders
supported their restructuring efforts, Brett H. Miller, Esq., at
Morrison & Foerster LLP, in New York, counsel to Eurohypo AG, New
York Branch, as the administrative under the 2006 Loan Agreement,
tells Judge Allan Gropper.

"While those efforts were in the end successful, this does not
give the Reorganized Debtors latitude to ignore well-settled law
and uncontroverted facts to deprive the 2006 Lenders of their
contractually bargained-for rights, to which they are legally
entitled," Mr. Miller asserts.

Despite the clear terms of the 2006 Credit Agreement, the
Reorganized Debtors incorrectly assert that the 2006 Lenders are
not entitled to about $85.6 million in additional postpetition
interest, Mr. Miller avers.  He asserts that the 2006 Credit
Agreement provides in part that if all or a portion of the
principal amount of any loan or reimbursement obligation will not
be paid when due, all outstanding loans and reimbursement
obligations will bear interest at a rate per annum that is equal
to: (x) in the case of the Loans, the rate that would otherwise
be applicable plus 2%; or (y) in the case of Reimbursement
Obligations, the rate applicable to Base Rate Loans under the
Revolving Credit Facility plus 2%.

Mr. Miller further contends that the automatic acceleration
provision within the 2006 Credit Agreement is valid in these
Chapter 11 cases because the Reorganized Debtors are solvent.
Thus, the 2006 Lenders were not required to take any affirmative
acts to accelerate the obligations under the Credit Agreement in
order to receive default interest, and any assertions to the
contrary are incorrect, he insists.  Even if an affirmative act
was needed to accelerate the Loans, Eurohypo took several
prepetition steps to provide the Debtors with notice of the 2006
Lenders' intent to charge default interest and accelerate the
obligations under the 2006 Credit Agreement, he stresses.

The Reorganized Debtors triggered several events of default in
late 2008 under the 2006 Credit Agreement.  Although the 2006
Lenders and the Debtors entered into forbearance agreements with
respect to the events of default, the 2008 and 2009 Forbearance
Agreements expired by their terms, and all defaults waived were
revived upon the expiration of the 2009 Forbearance Agreement,
Mr. Miller discloses.  The Reorganized Debtors' missed interest
payment defaults in 2009 were also not waived under the
Forbearance Agreements, he notes.  As a result of those defaults,
Eurohypo delivered Interest Rate Modification Notices to the
Reorganized Debtors on April 9, 15 and 21, 2009, advising them
that the operative interest rate under the 2006 Credit Agreement
was changed from a LIBOR rate to a PRIME-based rate of 3.25% plus
a 2% default rate, for a total of 5.25%, he discloses.
Eurohypo's counsel also sent an e-mail on April 14, 2009 to the
Reorganized Debtors' counsel with letters that provided the
Debtors with an option of having Eurohypo: (i) formally terminate
the waiver and forbearance agreement and accelerate the
obligations under the 2006 Credit Agreement; or (ii) increase the
accruing interest rate on the Credit Agreement to the contractual
default rate, he says.

To the extent that the 2006 Lenders provided notice but did not
have an opportunity to formally accelerate the obligations under
the 2006 Credit Agreement before the Petition Date, the
Reorganized Debtors should not be permitted to use the automatic
stay as shield to avoid paying the default interest that is owed
to the 2006 Lenders, Mr. Miller maintains.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of December 31, 2008.

General Growth Properties on November 9, 2010, successfully
completed the final steps of its financial restructuring and
emerged from Chapter 11.  GGP successfully restructured
approximately $15 billion of project-level debt Recapitalized with
$6.8 billion in new equity capital Paid all creditor claims in
full achieved substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations. GGP
shareholders as of the record date of November 1, 2010 received
common stock in both companies.  The new GGP, which will commence
trading November 10 on The New York Stock Exchange under the
ticker symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL GROWTH: Reaches Agreement on NY $12 Mil. Cure Claim
-----------------------------------------------------------
The Reorganized Debtors and the State of New York as trustee for
the Common Retirement Fund have reached an agreement in principle
with respect to a cure claim, subject to final approval from the
NY Comptroller, Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, in New York, counsel to the Reorganized Debtors,
disclosed in a notice filed with the Court on February 7, 2011.
Accordingly, the hearing on this matter is adjourned from
February 8, 2011, to a later date.

As reported in the Jan. 24, 2011 edition of the Troubled Company
Reporter, Reorganized General Growth Properties, Inc., and its
units sought the disallowance of the Comptroller of the State of
New York's claim for more than $12 million.  Counsel to the
Reorganized Debtors, Gary T. Holtzer, Esq., at Weil, Gotshal &
Manges LLP, in New York, insists that the Reorganized Debtors
should not be required to pay more than over $12 million in
postpetition interest at the default rate on a promissory note
dated February 8, 2008.  He contends that the only basis for the
Comptroller's claim is the purported automatic acceleration of the
loan triggered by GGP, Inc., f/k/a General Growth Properties,
Inc.'s Chapter 11 filing.  However, GGP was not in default under
the Homart Note as of the Petition Date, he stresses.

                      About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of December 31, 2008.

General Growth Properties on November 9, 2010, successfully
completed the final steps of its financial restructuring and
emerged from Chapter 11.  GGP successfully restructured
approximately $15 billion of project-level debt Recapitalized with
$6.8 billion in new equity capital Paid all creditor claims in
full achieved substantial recovery for equity holders.

As part of its plan of reorganization, GGP has split itself into
two separate and independent publicly traded corporations. GGP
shareholders as of the record date of November 1, 2010 received
common stock in both companies.  The new GGP, which will commence
trading November 10 on The New York Stock Exchange under the
ticker symbol "GGP," is the second-largest shopping mall owner and
operator in the country, with more than 183 regional malls in 43
states.  The spin-off company, The Howard Hughes Corporation,
consists of GGP's portfolio of master planned communities and
other strategic real estate development opportunities.  This
company will trade under the ticker symbol "HHC" on The New York
Stock Exchange.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MARITIME: BlackRock Discloses 5.25% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on February 4, 2011, BlackRock, Inc. disclosed that it
beneficially owns 4,666,265 shares of common stock of General
Maritime Corp. representing 5.25% of the shares outstanding.  As
of November 5, 2010, there were 88,902,357 shares of common stock
of the Company outstanding.

                    About General Maritime Corp.

Based in New York City, General Maritime Corporation through its
subsidiaries provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The Company operates its business in one business
segment, which is the transportation of international seaborne
crude oil and petroleum products.  The Company's vessels are
primarily available for charter on a spot voyage or time charter
basis.

Standard & Poor's Ratings Services in December 2010 lowered its
long-term corporate rating on General Maritime Corp. to 'CCC+'
from 'B', and placed the ratings on CreditWatch with negative
implications.  At the same time, S&P lowered its ratings on the
company's senior unsecured notes to 'CCC-', two notches below the
new corporate credit rating; the recovery rating of '6', which
indicates S&P's expectation that lenders will receive a negligible
(0%-10%) recovery in a payment default scenario, remains
unchanged.

"The downgrade reflects General Maritime's weak liquidity, very
limited financial covenant headroom (despite recent amendments),
and deterioration in its financial profile," said Standard &
Poor's credit analyst Funmi Afonja.  "As of Sept. 30, 2010,
General Maritime had no borrowing availability under its
$749.8 million revolving credit facility and $8.7 million in
unrestricted cash, after factoring financial covenant limitations.
In S&P's opinion, the recent financial covenant amendments do not
provide sufficient covenant headroom, and there is still a high
probability of a covenant breach over the next quarter.  If there
is a covenant breach, lenders can require the immediate payment
of all amounts outstanding.  General Maritime's liquidity is
further constrained by significant upcoming debt maturities,
including $27.5 million in scheduled principal payments due in
2011 under its term loan, $50.1 million semiannual reduction on
the revolver, beginning on April 26, 2011, and a bullet payment
of $599.6 million in October 2012, when the facility expires.
General Maritime also has a $22.8 million bridge loan facility
that matures in October 2011.  Cash interest payments on the
bridge loan will increase if the company is unable to pay off the
loan by Dec. 31, 2010."


GENERAL MOTORS: DTE Pontiac Wants Talk on Project Contracts
-----------------------------------------------------------
Motors Liquidation Company and its debtor affiliates seek the
Court's permission to reject, nunc pro tunc to January 7, 2011,
a utility services agreement MLC entered into with DTE Pontiac
North, LLC, through MLC's former division General Motors
Corporation World Wide Facilities Group.

The Agreement relates to maintenance and utility services
provided by DTE to the Debtors' Pontiac North Facility in
Pontiac, Michigan.  Since the closing of the Debtors' sale of
substantially all of their assets pursuant to the 363
Transaction, General Motors LLC ("New GM") has been paying 100%
of the costs associated with the Agreement and has been receiving
the benefits thereunder.  New GM no longer requires the services
provided by DTE pursuant to the Agreement and has elected not to
take assignment of the Agreement, Joseph H. Smolinsky, Esq., at
Weil, Gotshal & Manges LLP, in New York, relates.

Counsel to DTE Pontiac North, LLC, Peter S. Partee, Sr., Esq., at
Hunton & Williams LLP, in New York, argues that because the asset
purchase agreement between Motors Liquidation Company and DTE and
its related contracts -- the "Project Contracts" -- constitute a
single agreement, the Debtors are not permitted to assume or
reject only the Utility Services Agreement.  The Project Contracts
include the Utility Services Agreement, a lease agreement, a
security agreement and a project license agreement.  Indeed, the
treatment of all of the Project Contracts must be resolved in an
integrated matter, he asserts.

Even if the Debtors could cherry pick and reject the Utility
Services Agreement, its rejection would not produce the result
desired by the Debtors, Mr. Partee contends.  For one, MLC's
failure to pay fees under the Utility Services Agreement relieves
DTE of its obligation to make deferred payments by the amount
corresponding to the amount that MLC fails to pay DTE, he points
out.  A rejection of the Utility Services Agreement also
constitutes an incurable default under and a deemed rejection of
the other Project Contracts that excuses further performance
thereunder, he asserts.

Accordingly, DTE asks the Court to adjourn the hearing on the
Rejection Motion to allow the parties sufficient time to negotiate
a comprehensive resolution with the Debtors for the treatment of
all of the Project Contracts.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: Old GM Objects to Super Industries' Class Claims
----------------------------------------------------------------
Motors Liquidation Co. LLC and its units ask the U.S. Bankruptcy
Court for the Southern District of New York to disallow and
expunge unliquidated Claim Nos. 67121 and 67122 filed by Super
Industries, International, Inc., and Superior Industries
International - Arkansas, Inc.

The Claims are based on a putative class action styled Moery, et
al., v. General Motors Corporation, et al., before the Circuit
Court of Lonoke County, Arkansas, against the Superior Industries
Parties and Motors Liquidation Company brought on behalf of
certain Arkansas residents who alleged defects in certain model
year GM vehicles equipped with 16-inch aluminum alloy rear wheels
with rear disc breaks.  No judgment was entered in the Moery
Action and the Moery Action was dismissed on November 14, 2008.

Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New
York, avers that despite the dismissal of the Moery Action two
years ago, and more than six months before the Petition Date, the
Claims seek unliquidated sums for "contribution and/or
indemnification" "if a judgment is entered against Claimant in
the Moery Action or if Claimant is otherwise required to accept
responsibility for any liability in connection with the Moery
Action."  However, MLC should have no liability for the Claims
for indemnification or contribution related to the Moery Action
because the Moery Action has been dismissed and, to the best of
the Debtors' knowledge, has not been revived, he points out.

Moreover, the Claims are contingent claims and are subject to
disallowance under Section 502(e)(1)(B) of the Bankruptcy Code,
Mr. Smolinsky contends.  He insists that the Claims were filed by
claimants who are allegedly co-liable with the Debtors on claims
of a third party and are seeking a contingent and unliquidated
contribution or reimbursement amount from MLC with respect to
those third party claims.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: Opposes Interim Allowance of Appaloosa Claims
-------------------------------------------------------------
Motors Liquidation Co. and its units ask the Bankruptcy Court to
either deny the motions for temporary allowance of claims filed
by Green Hunt Wedlake, Inc. and Appaloosa Management, et al., or
permit the five individual Nova Scotia Noteholders to vote their
individual claims in an aggregate amount not exceeding
$1.072 billion.

The Debtors believe that, given the circumstances, where the
Court has declined to hear the dispute on summary judgment
motions and serious litigable issues have been raised as to
the allowance of the "Nova Scotia Wind-Up Claim" and the "Nova
Scotia Guarantee Claims," granting Green Hunt Wedlake, Inc., and
Appaloosa Management, et al., a disproportionate voice in the
voting process of the Debtors' Amended Joint Chapter 11 Plan of
Reorganization is not appropriate.

Green Hunt, in its capacity as trustee for General Motors Nova
Scotia Finance Company seeks temporary allowance of its claim for
$1,607,647,592 -- Nova Scotia Wind-Up Claim.  In another request,
Appaloosa; Aurelius Capital Management, LP; Elliott Management
Corporation and Fortress Investment Group LLC ask the Court to
temporarily allow their claims totaling $1,072,557,531 -- Nova
Scotia Guarantee Claim.

The Debtors further relate that they do not object to the Court's
permitting each of Appaloosa, Aurelius, Elliott, Fortress and
Morgan Stanley & Co. International PLC to vote their individual
portions of the Nova Scotia Guarantee Claims.  But, to permit any
additional voting given the disputed nature of all of the claims
is neither appropriate nor fair to the other creditors in these
Chapter 11 cases, Joseph H. Smolinsky, Esq., at Weil, Gotshal &
Manges LLP, in New York, counsel to the Debtors, asserts.

                    Green Hunt Talks Back

The Debtors' Objection is perplexing in that the Debtors, as the
original counterparty to the Lock Up Agreement, "stipulated and
agreed" that the Nova Scotia Trustee would have an unsecured
claim in the bankruptcy of Motors Liquidation Company and that
MLC would not take any position inconsistent with the assertion
of that claim, Philip C. Dublin, Esq., at Akin Gump Strauss Hauer
& Feld LLP, in New York, counsel to the Nova Scotia Trustee,
tells the Court.  "Now, having received the benefits of the Lock
Up Agreement, the Debtors reverse course and are challenging the
Nova Scotia Trustee's entitlement to a general unsecured claim,"
he complains.

Mr. Dublin contends that the Debtors misapply the standards
relevant to Rule 3018 of the Federal Rules of Bankruptcy
Procedure to arrive at the conclusion that, while the Nova Scotia
Noteholders should be entitled to vote on the Plan, the Nova
Scotia Trustee should be disenfranchised from the Plan
process.  He asserts that a December 15, 2010 preliminary status
conference on the Official Committee of Unsecured Creditors'
Objection to the Nova Scotia Trustee Claim, the Debtors advised
the Court that their only position with respect to the Claim
Objection was a desire for an efficient resolution.

Where the Creditors' Committee has not opposed the Nova Scotia
Trustee Motion, the Debtors have shed their neutrality and allege
that the Nova Scotia Trustee's claim is so unlikely to be allowed
that it should be disenfranchised from the voting process, Mr.
Dublin argues.  However, the Debtors' concerns are unfounded as
even if the two claims were combined, they would account for less
than 7.80% of the claims in Class 3 as estimated by the Plan, he
stresses.  There is little risk that the Nova Scotia Trustee's
claim alone will dominate and control a voting class, he
maintains.

In response, the Creditors' Committee believes that the Claims in
the Motions for Temporary Allowance are without merit.
Nevertheless, the Creditors' Committee takes no position with
respect to the Motions for Temporary Allowance and files this
response to ensure that its failure to take a position to those
motions is not construed as an admission that the Claims are
meritorious.

The Creditors' Committee also expects that the Nova Scotia
Trustee and the Appaloosa Noteholders, as general unsecured
creditors, will vote to accept the Plan to the extent that their
Motions for Temporary Allowance are granted and the Claims, as
applicable, are temporarily allowed.  In the event that the
Claims are temporarily allowed, in whole or in part, and holders
vote to reject the Plan, the Creditors' Committee reserves its
right under Section 1126(e) of the Bankruptcy Code to request
designation of the applicable votes, if the Creditors' Committee
determines that those votes were not cast in good faith.

Certain holders of notes issued by GM Nova Scotia support the
Appaloosa Noteholders' Motion.  The Joining Noteholders are
Anchorage Capital Master Offshore Ltd.; Canyon-GRF Master Fund,
L.P.; Canyon Value Realization Fund L.P.; CSS, LLC; Knighthead
Master Fund, LP; LMA SPC for and on behalf of MAP 84, Lyxor/Canyon
Realization Fund, Ltd.; Onex Debt Opportunity Fund, Ltd.; Redwood
Master Fund Ltd.; and The Canyon Value Realization Master Fund,
L.P.

Another noteholder, Goldman Sachs & Co. also joined in the
Noteholders' Motion in another filing.  Goldman Sachs reserves its
right to supplement and amend this joinder and reserve all other
rights, remedies and defenses at law or in equity.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: Says Bankr. Court Has Jurisdiction in UAW Suit
--------------------------------------------------------------
As reported in the Jan. 4, 2011 edition of the Troubled Company
Reporter, United Automobile, Aerospace and Agricultural Implement
Workers of America submitted a brief asserting:

  (a) that the U.S. Bankruptcy Court for the Southern District
      of New York does not have jurisdiction over any aspect of
      the controversy between the UAW and General Motors LLC
      ("New GM"); and

  (b) why the Bankruptcy Court should abstain in the event it
      concludes that it does have jurisdiction over one or more

In response, the Bankruptcy Court has exclusive jurisdiction to
enforce and interpret the Sale Order and the 2009 UAW Retiree
Settlement Agreement -- exclusive jurisdiction to which the United
Automobile, Aerospace and Agricultural Implement Workers of
America agreed, counsel to General Motors LLC ("New GM"), Lisa G.
Laukitis, Esq., at Jones Day, in New York, argues.

Ms. Laukitis asserts that the restructuring of General Motors
Corporation's retiree obligations through the 2009 UAW Retiree
Settlement Agreement was a sine qua non of the sale to New GM.
Thus, the Court's exclusive jurisdiction over whether the plain
language of that agreement addresses the issues raised in the
Enforcement Motion is as manifest now as it was when the parties
agreed in the 2009 UAW Retiree Settlement Agreement and the Court
approved the sale that the Court would retain that jurisdiction,
she stresses.  Whatever the merits of New GM's arguments, they
self-evidently present questions about the "enforcement,
implementation, application, or interpretation" of the 2009 UAW
Retiree Settlement Agreement and the Sale Order, i.e., questions
that the plain language of the documents themselves place squarely
within the Court's exclusive jurisdiction, she points out.

Ms. Laukitis continues that the jurisdictional and abstention
questions presented by the Enforcement Motion are also
straightforward.  Sections 26(A) and 26(B) of the 2009 UAW
Retiree Settlement Agreement -- which agreement "fixed and
capped" New GM's payment obligations to a successor Voluntary
Employment Beneficiary Association and "forever terminated"
"[a]ll obligations of [New GM] . . . for Retiree Medical Benefits
. . . arising from any agreement(s) between [New GM] and the UAW"
-- unambiguously state the parties' intention that the Court
retain and exercise exclusive jurisdiction over all disputes
involving the "enforcement, implementation, application, or
interpretation" of that agreement, she points out.  The 2009 UAW
Retiree Settlement Agreement, as well as the Sale Order,
foreclose any claim that New GM has a contractual obligation to
make the disputed $450 million payment -- the Additional VEBA
Payment -- to the New VEBA, she insists.

In its brief on the jurisdictional issue, the UAW ignores the
explicit jurisdictional provisions of the 2009 UAW Retiree
Settlement Agreement and the Sale Order and engages instead in
extensive argument on the merits of whether the Additional VEBA
Payment is in fact precluded by the 2009 UAW Retiree Settlement
Agreement and the Sale Order, Ms. Laukitis argues.  The UAW's
argument, she contends, fails for several reasons, including
because the 2009 UAW Retiree Settlement Agreement:

  * by its terms was expressly made applicable to then existing
    defined contribution VEBA -- DC VEBA;

  * merges the DC VEBA into the New VEBA;

  * fixes and caps New GM's obligations to make contributions to
    the New VEBA;

  * extinguishes all other obligations of New GM for retiree
    health care;

  * supersedes or amends any prior inconsistent agreements; and

  * prohibits the UAW from seeking additional contributions to
    the New VEBA from New GM.

Ms. Laukitis further asserts that the UAW can not demonstrate
that the Court should abstain from deciding the issues presented.
In fact, the UAW Brief fails even to identify the abstention
factors, she points out.  Application of those factors, however,
clearly demonstrates that the Court should not abstain, but
rather should fulfill the intent of the parties as reflected in
the 2009 UAW Retiree Settlement Agreement and the Sale Order and
exercise jurisdiction over the Motion, she tells Judge Gerber.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL MOTORS: Has Already Filed 200 Omnibus Claims Objections
---------------------------------------------------------------
NetDockets reports that General Motors Corporation aka Motors
Liquidation Company reached another milestone in its historic
chapter 11 cases recently -- the company filed its 200th omnibus
objection to claims asserted against it.

The report relates that because it came in a flurry of new omnibus
claim objection filings, GM has actually filed 209 omnibus claims
objections through this evening, as well as a number of
additional, non-omnibus claims objections.  By comparison,
netDockets notes, Old Carco LLC fka Chrysler LLC has filed 53
omnibus claims objections in its cases which have been running for
several months longer than GM's bankruptcy cases (Chrysler has
also filed a number of additional non-omnibus objections).

The report notes that other than being the 200th omnibus claims
objection, the pleading itself is not particularly noteworthy, as
it covers nothing more than a handful of proofs of claim which GM
asserts are based on the ownership of preferred stock in the old
GM.

That seems unlikely, however, because GM never issued any
preferred stock according to its objection, the report says.

Netdockets adds that while some other proofs of claim asserting
interests in preferred stock were determined to actually be claims
of bondholders, GM states that it has not been able to link these
particular claims to any debt securities issued by GM and,
therefore, its advisors assume that the claims are likely based
upon ownership of GM's old common equity.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company -- http://www.gm.com/-- is one of the world's largest
automakers.  GM employs 205,000 people in every major region of
the world and does business in some 157 countries.  GM and its
strategic partners produce cars and trucks in 31 countries, and
sell and service these vehicles through the following brands:
Buick, Cadillac, Chevrolet, FAW, GMC, Daewoo, Holden, Jiefang,
Opel, Vauxhall and Wuling.  GM's largest national market is China,
followed by the United States, Brazil, Germany, the United
Kingdom, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. is 60.8% owned by the U.S. Government.  It was
formed to acquire the operations of General Motors Corporation
through a sale under 11 U.S.C. Sec. 363 following Old GM's
bankruptcy filing.  The deal was closed on July 10, 2009, and Old
GM changed its name to Motors Liquidation Co.  Old GM remains
subject to a pending Chapter 11 reorganization case before the
U.S. Bankruptcy Court for the Southern District of New York.

At September 30, 2010, GM had US$137.238 billion in total assets,
US$106.522 billion in total liabilities, US$6.998 billion in
preferred stock, US$971 million in non-controlling interest, and
US$23.718 billion in total equity.

New GM has a 'BB-' corporate credit rating from Standard & Poor's
and a 'BB-' issuer default rating from Fitch.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is
providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP serve as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long serve as counsel regarding
supplier contract matters.  FTI Consulting, Inc., serves as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Committee.  Legal Analysis Systems, Inc., serves as asbestos
valuation analyst.

Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


GENERAL NUTRITION: Moody's Upgrades Corp. Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service upgraded General Nutrition Centers,
Inc.'s Corporate Family Rating and Probability of Default Rating
to B2 from B3.  In addition, Moody's assigned a B1 rating to GNC's
proposed $80 million revolving credit facility and $1.1 billion
term loan.  The Speculative Grade Liquidity rating of SGL-2 is
affirmed.  All new ratings assigned are subject to review of final
documentation.  The rating outlook is stable.

                        Ratings Rationale

The upgrade reflects the strengthening of GNC's leverage and
coverage metrics due to its solid earnings improvement from
comparable store sales growth and improving margins.  In addition,
the upgrade reflects that the recently announced initial public
offering and proposed refinancing significantly reduces the
likelihood of an increase in GNC's debt levels to finance a sale
of the company.

The proceeds from the proposed $1.1 billion term loan will be used
to repay all of GNC's existing debt and to redeem the majority of
the existing preferred stock (which Moody's had viewed as a hybrid
instrument with 50% debt like attributes for analytical purposes).
The proposed refinancing defers GNC's debt maturities which
currently start in 2013 until 2018, which is a credit positive.

These ratings are assigned:

* $80 million revolving credit facility at B1 (LGD 3, 43%)
* $1.1 billion term loan at B1 (LGD 3, 43%)

These ratings are upgraded:

* Corporate Family Rating to B2 from B3
* Probability of Default Rating to B2 from B3

This rating is affirmed:

* Speculative Grade Liquidity rating at SGL-2

These ratings are affirmed and will be withdrawn upon successful
closing of the proposed facilities:

* Senior secured bank credit facilities at B1 (LGD 2, 27%)
* Senior unsecured notes at Caa1 (LGD 5, 75%)
* Senior subordinated notes at Caa1 (LGD 6, 95%)

GNC's B2 Corporate Family Rating reflects its sizable level of
debt and resulting high leverage.  While Moody's expects earnings
to improve, the improvement will not be enough to materially
reduce leverage.  The VMS sector performed well through the
economic downturn -- a significant credit positive.  Moody's views
the vitamin and mineral category (about one third of GNC's sales)
favorably as it is a relatively large market that will benefit
from an increasing number of Americans over the age of 50.  That
said, GNC has a sizable concentration in sports nutrition, a much
more limited product segment with a relatively small target
market.  Additionally, the rating is constrained by the risk of
sales and earnings volatility that could arise from adverse
publicity and product liability claims with regard to some VMS
products.  In particular, Moody's has concerns around GNC's modest
concentration in diet products and herbs, two faddish product
categories that are more exposed to such product liability risks
and earnings volatility.  GNC's rating also reflect its strong
presence in its target markets as well as its solid operating
margins.

The stable outlook reflects Moody's expectation that GNC operating
performance will continue to improve due to solid comparable store
sales growth and new store openings.  However, the stable outlook
also reflects that leverage will remain high due to the GNC's
sizable level of debt.

Ratings could be upgraded should GNC continue to grow earnings or
reduce debt such that debt to EBITDA approaches 5.0 times and
EBITA to interest expense remains above 2.0 times.  In addition,
an upgrade would require GNC to maintain good liquidity and
balanced financial policies.

Ratings could be downgraded should operating performance weaken or
debt increase such that debt to EBITDA would be sustained above
6.0 times or EBITA to interest expense would fall below 1.5 times.
In addition, ratings could move downward should GNC face new
product-related risks that result in material obligations, should
liquidity weaken, or financial policy become more aggressive.

The last rating action on GNC was July 14, 2010 when its
Speculative Grade Liquidity rating was upgraded to SGL-2 from SGL-
3.

General Nutrition Centers, Inc., headquartered in Pittsburgh, PA,
manufactures and retails vitamins, minerals, and nutritional
supplements domestically and internationally.  About 75% of its
revenue is generated by about 2,870 company owned stores and
website.  It also has about 2,300 franchise locations in the U.S.
and 49 countries that generate about 15% of its revenue.  Total
revenues are about $1.8 billion.


GENERAL NUTRITION: S&P Assigns 'B+' Rating to $80 Mil. Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '3' recovery rating to Pittsburgh-based General
Nutrition Centers Inc.'s proposed $80 million senior secured
revolving credit facility due 2016 and $1.1 billion senior secured
term loan B facility due 2018.  The '3' recovery rating indicates
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 proposed new term
loan B, along with cash on hand, to redeem a portion of the
preferred stock held at GNC Acquisition Holdings Inc., the
ultimate indirect parent holding company, and to repay existing
debt (a $60 million senior secured revolving credit facility due
March 15, 2012; a $675 million term loan B due Sept. 16, 2013, of
which $644.4 million is outstanding; $300 million senior unsecured
paid-in-kind toggle notes due March 15, 2014; and $110 million
10.75% senior subordinated notes due March 15, 2015) issued by
GNC.  In its analysis, S&P estimated that about $159 million of
preferred was redeemed.

In addition, S&P affirmed its 'B+' corporate credit rating on GNC.
The outlook is stable.

Upon completion of the refinancing and the repayment of the
existing debt, S&P will withdraw its ratings on these issues.  The
ratings on the new issues are subject to review of final terms and
documents.

"The ratings on GNC reflect S&P's view that the company will
continue its good operating performance and related improvement in
credit protection measures, despite a weak economy and a fragile
retail environment," said Standard & Poor's credit analyst Jayne
Ross.

It is S&P's opinion that the financial risk profile is aggressive,
reflecting GNC's highly leveraged capital structure and credit
metrics that are appropriate for the rating.  In S&P's view, the
company's business risk profile is weak, reflecting GNC's
participation in the highly competitive and fragmented nutritional
supplement specialty retail sector.  A further upgrade is limited
until S&P has a better understanding of GNC's financial policies.

Pro forma for the refinancing, GNC's capital structure is still
highly leveraged; S&P estimates total debt (including holding
company preferred stock) to EBITDA of about 5.8x.  Since its March
2007 LBO by Ares Corporate Opportunities Fund II L.P. and the
Ontario Teachers' Pension Plan Board, the company's debt leverage
has declined because of EBITDA growth.  S&P expects that with
continued good operating performance leverage should decline to
about 5.2x by the end of fiscal 2011.  Cash flow protection
measures have also improved since the LBO, and pro forma for the
transaction, EBITDA interest coverage is likely to be about 3x.
S&P does not expect a significant reduction in debt in the near
term; however, S&P forecasts that credit metrics should improve if
GNC maintains its positive retail operating performance through
the remainder of fiscal 2011 and new product initiatives are
successful.  The company has an alliance with The Gatorade Co. for
sports nutrition drinks and is launching a line of dietary
supplements for dogs and cats, which will be made exclusively for
PetSmart Inc.


GLAZIER GROUP: U.S. Trustee Forms 3-Member Creditors Committee
--------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on an Official Committee of Unsecured Creditors
of Glazier Group, Inc.

The members of the Committee are:

   1) Premium Supply Co. Inc.
      960 Grand Blvd.
      Deer Park, New York 11729
      Attention: Joy C. Pattinger, President
      Tel: (302) 636-6391

   2) Niche Media Holdings Inc.
      100 Church Street
      New York, New York 10007
      Attention: Jeffrey Maidenbaum, Esq.
      Tel: (516) 223-8553

   3) Newmarket International, Inc.
      75 New Hampshire Avenue
      Portsmouth, New Hampshire 03801
      Attention: John Fellows
      Tel: (603) 427-5794

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

New York-based The Glazier Group, Inc., filed for Chapter 11
bankruptcy protection on November 15, 2010 (Bankr. S.D.N.Y. Case
No. 10-16099).  Frederick E. Schmidt, Esq., Joshua Joseph Angel,
Esq., and Seth F. Kornbluth, Esq., at Herrick, Feinstein LLP,
assist the Debtor in its restructuring effort.  The Company
disclosed assets of $15.2 million and liabilities of $26.8 million
as of the Petition Date.


GLAZIER GROUP: GE Capital Wants Trustee to Oversee Sale
-------------------------------------------------------
General Electric Capital Corporation, a secured creditor of The
Glazier Group Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to appoint a chapter 11 trustee or,
in the alternative, an examiner to oversee the sale of the
Debtor's restaurants.

GE Capital tells the Court that it loaned $7 million to the Debtor
under a loan and security agreement dated Sept. 19, 2007, wherein
GE Capital was granted a security interest on all of the the
Debtor's assets.  As a creditor of the Debtor, GE said it is a
party in interest and authorized to move the Court for the
appointment of a trustee.

According the GE Capital, the Debtor's current executive
management consists solely of members of the Glazier family who
own 100% of the Debtor and each of the Affiliates.  These persons,
the secured creditor alleges, have demonstrated that they cannot
be trusted to put fiduciary duties ahead of personal interests.
GE Capital relates Peter Glazier has decided not to pay upwards of
$1,600,000 in withheld taxes to federal, state and local agencies
severely jeopardizing the continued operation of the enterprise
and, therefore, the value of the enterprise.

GE Capital is represented in the case by Reed Smith LLP.

New York-based The Glazier Group, Inc., filed for Chapter 11
bankruptcy protection on November 15, 2010 (Bankr. S.D.N.Y. Case
No. 10-16099).  Frederick E. Schmidt, Esq., Joshua Joseph Angel,
Esq., and Seth F. Kornbluth, Esq., at Herrick, Feinstein LLP,
assist the Debtor in its restructuring effort.  The Company
disclosed assets of $15.2 million and liabilities of $26.8 million
as of the Petition Date.


GRAY TELEVISION: BlackRock Discloses 6.66% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on February 4, 2011, BlackRock, Inc. disclosed that it
beneficially owns 3,424,125 shares of common stock of Gray
Television Inc. representing 6.66% of the shares outstanding.  As
of October 31, 2010, there were 51,386,313 shares of common stock
outstanding of the Company.

                       About Gray Television

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.

The Company's balance sheet at Sept. 30, 2010, showed
$1.25 billion in total assets, $1.10 billion in total liabilities,
and stockholders' equity of $111.81 million.

                           *     *     *

Gray Television carries 'B-' issuer credit ratings, with stable
outlook, from Standard & Poor's and 'Caa1' corporate family rating
and probability of default rating, with stable outlook, from
Moody's.

"Moody's views the company's current level of financial leverage,
as exacerbated by a concentrated maturity profile, to be
unsustainable for a TV broadcaster and indicative of elevated
restructuring risk over the longer-term," said Moody's Russell
Solomon, Senior Vice President, in April 2010.  Pro forma for the
pending transaction, all of Gray's debt (including its debt-like
Series D Preferred Stock) comes due in 2014-2015.  Moody's
believes Gray will need to significantly reduce its debt with free
cash flow and will probably need to issue additional equity in
order to further moderate its leverage profile over the next few
years prior to accessing the capital markets again to refinance
current obligations.  The Caa1 CFR incorporates Moody's view that
leverage will remain excessive over at least the next two years.


GULF FREEWAY: Files Plan of Reorganization & Disclosure Statement
-----------------------------------------------------------------
Gulf Freeway Plaza, LLC, has filed a Plan of Reorganization and
disclosure statement with the U.S. Bankruptcy Court for the
Southern District of Texas.

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

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

                         Treatment of Claims

Under the Plan, the administrative claims will be paid in full.

Holders of priority tax claims will receive the present value of
the claim, in regular installments paid over a period not
exceeding five years from the order of relief.

With respect to classified claims:

   Classification                           Treatment
   --------------                           ---------
Class 1 - General Unsecured      -- will receive equal monthly
Class                               installments over a period of
                                    five years from the Petition
                                    Date with payments commencing
                                    30 days after the effective
                                    date; claimants will retain
                                    liens.

Class 2 - Allowed Claim 1st      -- will receive a new note
International Bank for Loan         against Gulf Freeway Plaza,
No. 223905 in the estimated         LLC, in the amount of
amount of $2,370,314.07,            $2,370,314.07 to be secured by
plus accrued interest and fees      9906 and 9920 Gulf Freeway;
executed by Gulf Freeway Plaza,     claimant will retain no liens
LLC and guaranteed by Gilbert       or claims against any obligor,
Ramirez, Sr.                        co-obligor or guarantor on any
                                    debt owned by the Debtor to
                                    claimant.

Class 3 - Allowed Claim 1st      -- will receive a new note
International Bank for Loan         against Gulf Freeway Plaza,
No. 240505 in the estimated         LLC, in the amount of
amount of $736,342.58,              $736,342.58 to be secured by
plus accrued interest and fees      9906 and 9920 Gulf Freeway.
executed by Gulf Freeway Plaza,
LLC and guaranteed by Gilbert
Ramirez, Sr.

Class 4 - Allowed Claim 1st      -- will receive a new note
International Bank for Loan         against Gulf Freeway Plaza,
No. 293825 in the estimated         LLC, in the amount of
amount of $589,206.55, plus         $589,206.55 to be secured by
accrued interest and fees           9906 and 9920 Gulf Freeway.
executed by Gulf Freeway Plaza,
LLC and guaranteed by Gilbert
Ramirez, Sr.

Class - 5 Allowed Claim 1st      -- will receive a new note
International Bank for Loan         against Gulf Freeway Plaza,
No. 858555 in the estimated         LLC, in the amount of
amount of $2,303,370.21, plus       $2,303,370.21 to be secured by
accrued interest and fees           9906 and 9920 Gulf Freeway.
executed by Gulf Freeway Plaza,     Claimant will retain no liens
LLC and guaranteed by Gilbert       or claims against any obligor,
Ramirez, Sr.                        co-obligor or guarantor on any
                                    Debt owned by the Debtor to
                                    claimant.

Class 6 - Allowed Claim 1st      -- will receive a new note
International Bank for Loan         Gulf Freeway against Plaza,
No. 279625 in the estimated         LLC, in the amount of
amount of $349,613.10, plus         $349,613.10 to be secured by
accrued interest and fees           9906 and 9920 Gulf Freeway.
executed by Gil Ramirez Homes,      Claimant will retain no liens
Inc. now a defunct entity and       or claims against any obligor,
guaranteed by Gilbert Ramirez, Sr.  co-obligor or guarantor on any
                                    debt owned by the Debtor to
                                    claimant.

                    About Gulf Freeway Plaza LLC

Houston, Texas-based Gulf Freeway Plaza LLC, fdba La Hacienda
Business Park LLC, filed for Chapter 11 bankruptcy protection on
May 27, 2010 (Bankr. S.D. Tex. Case No. 10-34332).  John L. Green,
Esq., who has an office in Houston, Texas, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $12,700,000 in assets
and $6,180,532 in liabilities.


HARDAGE HOTELS VIII: San Diego Unit of Hardage Hotels in Ch. 11
---------------------------------------------------------------
Carla Main at Bloomberg News reports that Hardage Hotels VIII LLC,
the San Diego-based unit of Hardage Suite Hotels LLC, sought
Chapter 11 protection from creditors.

Hardage Hotels VIII, LLC, filed a Chapter 11 petition (Bankr. D.
Del. Case No. 11-10210) on Jan. 21, 2011, in Wilmington, Delaware.
Bruce Grohsgal, Esq., at Pachulski, Stang, Ziehl Young & Jones,
represents the Debtor.  The Debtor estimated assets of $1 million
to $10 million and debts of $10 million to $50 million as of the
Petition Date.


GYMBOREE CORP: S&P Assigns Corporate Credit Rating at 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating to The Gymboree Corp.  The outlook is
stable.

At the same time, S&P assigned its 'B+' bank loan rating with a
'3' recovery rating to the proposed $820 million term loan.  The
company intends to use the proceeds from this term loan to
refinance the $820 million term loan placed in connection to the
acquisition of the company by Bain Capital LLC in November 2010.
The new term loan will eliminate the existing loan's maintenance
and capital expenditure covenants.

Concurrently, S&P assigned a 'B-' rating to the company's
$400 million senior unsecured notes, along with a recovery rating
of '6', indicating expectations for negligible (0%-10%) recovery
of principal in the event of default.

"The ratings on Gymboree reflect what S&P considers a weak
business profile, based on its expectation that its expansion of
the more value-oriented Crazy 8 concept will increase risk, and
that cost pressures from higher cotton prices could affect
margins," said Standard & Poor's credit analyst Mariola Borysiak.
They also reflect a highly leveraged financial risk profile based
on the company's hefty debt levels and thin cash flow protection
measures following its acquisition by Bain Capital.

Gymboree faces intense competition from department stores,
discount stores, and other specialty retail stores.  As consumers
have become more value oriented, specialty retailers have lost
market shares to off-mall value concepts such as Kohl's, Target,
Ross, and TJX.  Still, Gymboree's focus on quality, frequent
newness of its merchandise offering, and distinguished matching
collections has resonated well with its customers and enabled the
company to establish a niche position in the children's apparel
industry.

Although comparable same-store sales fell 4% during the third
quarter ended Oct. 30, 2010, S&P expects sales to turn positive in
the next couple of quarters as the economy continues to recover.


HEALTH NET: Fitch Upgrades Issuer Default Rating to 'BB+'
---------------------------------------------------------
Fitch Ratings has removed the ratings of Health Net Inc. from
Rating Watch Evolving and upgraded the company's Issuer Default
Rating to 'BB+' from 'BB-' and the ratings on Health Net's senior
unsecured notes to 'BB' from 'B+'.  Additionally, Fitch has
upgraded the Insurer Financial Strength ratings of Health Net's
subsidiaries to 'BBB' from 'BBB-'.  The Rating Outlook is Stable.
A complete list of ratings is shown at the end of this commentary.

The rating actions reflect Fitch's heightened comfort with the
profitability of Health Net's TRICARE north region contract
renewal with the U.S. Department of Defense, Health Net's solid
2010 earnings performance, and progress the company has made in
reducing its financial leverage.

Fitch's Stable Outlook considers expectations for continued
earnings volatility, including the negative affect of the
company's suspension from the Medicare Advantage program.  While
losses from the disruption and potential fines may be significant,
they are not expected to have an impact on Health Net's ratings.
The outlook also reflects expectations for stable financial
leverage and risk based capital above 200% company action level.

Fitch views the TRICARE contract as significant support for Health
Net's ratings because it provides roughly half of the company's
membership base, and for 2010, was approximately 54% of
consolidated pre-tax earnings.

The TRICARE contract's current terms create an administrative
services only type arrangement, in contrast to the partially
underwritten features of Health Net's previous TRICARE contract
with the DOD.  While Fitch believes that this shift will result
in reduced profitability in comparison to the previous TRICARE
contract, it views the contract's expected earnings as supportive
of Health Net's current ratings.  Fitch's expectation is that
the contract is likely to generate roughly $100 million to
$125 million of annual earnings for the first three years covered
under the new contract.

Health Net's 2010 financial performance improved markedly
relative to previous years.  The company reported pre-tax earnings
of $331 million in 2010 compared to a $25 million loss in 2009
that was driven by asset impairments and a loss on the sale of the
company's Northeast operations.  Fitch believes that operating
performance in 2010 was bolstered by administrative cost
restructuring, lower than expected medical utilization, and
favorable prior period reserve development.

Health Net also reduced its financial leverage in 2010 as some
proceeds received from the December 2009 sale of the company's
Northeast operation were used to pay down the company's amortizing
bank credit facility.  As a result, Health Net's debt-to-capital
ratio declined to 19% at year-end 2010 compared to 26% at year-end
2009.  The company's cash-flow based financial leverage metrics
also improved as Health Net's ratio of debt to earnings before
interest, taxes depreciation and amortization improved to 0.7
times at year-end 2010 compared to 8.8x at year-end 2009.
Similarly, Health Net's interest coverage ratio improved to 10.5x
in 2010 from 0.4x in 2009.

Fitch's primary rating concern continues to be the company's
declining commercial membership in California, which fell 20% from
2007 through year-end 2010.  While some of the loss is attributed
to increasing unemployment driven by difficult economic
conditions, Fitch is concerned that these losses may be reflective
of Health Net's ability to compete in a very competitive
California marketplace.  Fitch recognizes that more recently,
enrollment losses have slowed due in part to administrative cost
reductions and new product development.  The agency continues to
monitor how these efforts affect enrollment.

Fitch's view on Health Net also considers operating company
capitalization that is lower than most of its health insurance
sector peers, and earnings volatility stemming from significant
one-time charges.  The ratings also consider Health Net's
increased geographic concentration in the California market, and
its high proportion of underwritten commercial business relative
to its peers.  Additionally, Fitch considers the affect of health
reform to be modestly negative but manageable for the company in
the near term.

Key ratings drivers that could lead to an upgrade for Health Net
include:

  -- Steady earnings and commercial membership growth;

  -- Significant capital strengthening with RBC sustained above
     300% CAL;

  -- Greater profitable geographic diversity of the company's
     premium base.

Key ratings drivers that could lead to a downgrade for Health Net
include:

  -- Continued material loss of commercial membership;
  -- A material fine or charge related to CMS suspension;
  -- Sustained earnings loss given current capital levels.

Fitch has upgraded and assigned Stable Rating Outlooks to these
ratings:

Health Net Inc.

  -- Long-term IDR to 'BB+' from 'BB-';
  -- 6.375% senior notes due June 2017 to 'BB' 'B+';

Fitch has upgraded these IFS ratings to 'BBB' from 'BBB-':

  -- Health Net Of California, Inc
  -- Health Net of Arizona, Inc
  -- Health Net Plan of Oregon, Inc


INTEGRAL NUCLEAR: Back in Chapter 11 After Old Plan Fails
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Integral Nuclear Associates LLC is back in Chapter 11
after finding itself unable to make payments required under the
reorganization plan implemented in September 2009.  Integral,
based in Paoli, Pennsylvania, was facing a motion for liquidation
filed by creditors' representatives in the prior case.

Mr. Rochelle recounts that the plan in the prior Chapter 11 case
called for paying four primary creditors a total of $13.3 million
while general unsecured creditors were to receive another $2.45
million paid over time.

In the new case, Integral Nuclear, according to Mr. Rochelle, has
a term sheet where Monarch Medical PET Services LLC will buy the
business under another Chapter 11 plan by paying about $5 million
cash and providing $300,000 in financing.  The financing will be
deducted from the cash purchase price. The cash will be
distributed as specified among creditors from the prior case.

The Bloomberg report discloses that Integral blamed the new filing
on declining reimbursement rates and the loss of the contract to
provide services at Pennsylvania Hospital.  The major existing
contracts are at New York's Montefiore Medical Center and
Georgetown University Hospital in Washington.

                       About Integral Nuclear

Based in Paoli, Pennsylvania, Integral Nuclear Associates LLC --
http://www.integralpet.com/-- Integral operates PET and CT
scanning facilities in New Jersey, New York, Pennsylvania,
Maryland and the District of Columbia. Net revenue in 2010 was
$12.9 million.

Integral Nuclear and 25 of its affiliates filed for Chapter 11
protection on April 15, 2007 (Bankr. D. N.J. Case Nos. 07-15183
through 07-15215).  Ilana Volkov, Esq., and Michael D. Sirota,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., represented
the Debtors.  Lawyers at Norris McLaughlin & Marcus, PA,
represented the Official Committee of Unsecured Creditors.
Integral Nuclear estimated assets and debts of $1 million to $100
million as of the Chapter 11 filing.

Integral Nuclear, together with 12 affiliates, returned to Chapter
11 (Bankr. D. N.J. Case No. 11-13066) on Feb. 3, 2011.
Ilana Volkov, Esq., at Ryan T. Jareck, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represents the Debtors in the second
chapter 11 case.  Integral Nuclear estimated assets of up to $10
million and debts of $10 million to $50 million in the second
Chapter 11 case.


H. BEASLY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: H. Beasley Enterprises, Inc.
        8 Mark Anthony Court
        Morrisville, PA 19067

Bankruptcy Case No.: 11-10945

Chapter 11 Petition Date: February 9, 2011

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Richard J. Kwasny, Esq.
                  KWASNY REILLY HAFT & SACCO
                  53 South Main Street
                  Yardley, PA 19067
                  Tel: (215) 321-0300
                  Fax: (215) 321-9336
                  E-mail: rkwasny@kwasnyreilly.com

Scheduled Assets: $12,752

Scheduled Debts: $707,681

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/paeb11-10945.pdf

The petition was signed by Henry Beasley, president.


HARRINGTON WEST: Plan Filing Exclusivity Extended to June 27
------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Harrington West Financial Group's motion seeking to extend the
exclusive period that the Company can file a Chapter 11 Plan and
solicit acceptances thereof through and including April 8, 2011
and June 7, 2011, respectively.

Harrington West Financial Group, Inc. filed a voluntary petition
to liquidate its assets under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Calif. Case No. 10-14677) on September 10, 2010.
Sharon M. Kopman, Esq., at Landau Gottfried & Berger LLP, in Los
Angeles, represents the Debtor.  In its schedules, the Debtor
disclosed $579,282 in assets and $26,004,000 in liabilities.


HARRY & DAVID: Issues Going-Concern Doubt Warning
-------------------------------------------------
Harry & David Holdings, Inc., filed its quarterly report on Form
10-Q, disclosing that it was unable to maintain a sufficient
available cash balance at December 31, 2010, and to maintain a
minimum fixed charge coverage ratio under its $105 million
revolving credit facility and, as a result, the Company will not
be able to borrow under the facility unless it is amended or the
financial covenant non-compliance is waived.

The Company reported net income of $13.8 million on $262.1 million
of sales for the thirteen weeks ended December 25, 2010, compared
with net income of $31.7 million on $267.0 of sales for the
thirteen weeks ended December 26, 2009.

The Company's balance sheet at December 25, 2010, showed
$304.3 million in total assets, $360.8 million in total
liabilities, and a stockholders' deficit of $56.5 million.

"Based on our current working capital and anticipated working
capital requirements, we will not be able to finance continuing
operations including servicing its payment obligations under the
Senior Notes, without securing new capital and restructuring our
obligations.  There can be no assurance that our efforts to obtain
new capital and restructure our obligations will be successful;
and therefore, there is substantial doubt as to our ability to
continue as a going concern," the Company said in the filing.

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

               http://researcharchives.com/t/s?7315

                  About Harry & David Holdings

Harry & David Holdings, Inc. is a multi-channel specialty retailer
and producer of branded premium gift-quality fruit and gourmet
food products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  The Company has 122
stores across the country.

Harry & David has said preliminary financial results for the
fiscal 2011 second quarter ended December 25, 2010, were
significantly below its expectations.  As a result, Harry & David
said it has retained Rothschild Inc. as financial advisor and
Jones Day as legal advisor to explore recapitalization
alternatives.

The Company also said that, based on results of operations in the
second quarter of this fiscal year, it will not satisfy financial
covenants under its credit facility.

                          *     *     *

As reported in the Troubled Company Reporter on January 27, 2011,
Moody's Investors Service downgraded Harry & David's Probability
of Default and Corporate Family ratings to 'Ca' from 'Caa3'.  The
ratings outlook is negative.

The downgrade to 'Ca' reflects Moody's view that Harry & David
will likely default on its debt obligations in the very near-term.
The Company recently announced that will not be able to borrow on
its revolver -- a critical source of operating liquidity -- as a
result of covenant violations.  Additionally, Harry & David is
facing an estimated $7 million interest payment on March 1, 2011
on its senior unsecured notes, and a substantial scheduled debt
maturity in March 2012 when the Company's $58 million senior
unsecured notes mature.  As of December 25, 2010, Harry & David
estimated that it had $66.9 million of cash and $57.9 million of
accounts payable.

In January 2011, Standard & Poor's Ratings Services lowered its
corporate credit rating (unsolicited) on Harry & David Operations
Corp. to 'CC' from 'CCC'.  The outlook is negative.

Standard & Poor's credit analyst Mariola Borysiak, said "We
believe that Harry & David's current capital structure is
unsustainable and that the Company will seek to restructure its
balance sheet.  In our opinion, this could lead to a selective
default or a filing for protection under Chapter 11."


HD SUPPLY: T. Newnam Resigns; Ledford and Bernasek Fill Vacancy
---------------------------------------------------------------
On January 31, 2011, Todd Newnam, a director of HD Supply, Inc.
and an appointee to the Company's board of directors of The
Carlyle Group resigned from the Board effective as of January 31,
2011.  Mr. Newnam's resignation is not the result of any
disagreement with the Company.

On January 31, 2011, the Board appointed Gregory S. Ledford and
Brian Bernasek as directors of the Company.  Pursuant to a
stockholders agreement between HDS Investment Holding, Inc., the
Company's parent company, its equity sponsors and their affiliates
and other stockholders of HDS Investment Holding, Inc., Carlyle is
entitled to appoint three directors to the Board.  Messrs. Ledford
and Bernasek were appointed to the Board at the direction of
Carlyle to fill the vacancy of Mr. Newnam and the previously
disclosed vacancy created by the resignation of Carlyle appointee
Daniel Pryor.  The Board also elected Mr. Bernasek to serve as a
member and the chair of the Audit Committee and a member of the
Executive Committee and expects to elect Mr. Bernasek to serve as
a member of the Compensation Committee.

Mr. Ledford is a managing director of Carlyle.  Mr. Ledford joined
Carlyle in 1988 and is currently head of the Industrial and
Transportation group.  Mr. Ledford is also a member of the board
of directors of Allison Transmission, Inc., The Hertz Corporation
and Veyance Technologies, Inc.  Mr. Bernasek is a managing
director of Carlyle.  Prior to joining Carlyle in 2000, Mr.
Bernasek held a position in the Corporate Investment Area of
Investcorp International, a private equity firm.  Mr. Bernasek is
also a member of the board of directors of Allison Transmission,
Inc. and The Hertz Corporation.

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

                          *     *     *

HD Supply carries 'Caa2' probability of default rating and
corporate family rating, with negative outlook, from Moody's
Investors Service, and a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.

In April 2010, when Moody's downgraded the ratings to
'Caa2' from 'Caa1', it said, "The downgrade results from Moody's
views that the construction industry, the main driver of HDS'
revenues, will continue to be weak for the foreseeable future,
pressuring the company's ability to generate meaningful levels of
earnings and free cash flow relative to its debt."


HEALTHSOUTH CORP: BlackRock Discloses 9.28% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 4, 2011, BlackRock, Inc.,
disclosed that it beneficially owns 8,675,216 shares of common
stock of HealthSouth Corp. representing 9.28% of the shares
outstanding.  The Company had 93,445,934 shares of common stock
outstanding, net of treasury shares, as of October 28, 2010.

                       About HealthSouth Corp.

Birmingham, Alabama-based HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

The Company's balance sheet at Sept. 30, 2010, showed
$1.79 billion in total assets, $390.0 million in total current
liabilities, $1.64 billion in long-term debt, $162.7 million in
other long-term liabilities, and a stockholders' deficit of
$782.3 million.

HealthSouth carries a 'B1' corporate family rating with "stable"
outlook, from Moody's.  It has 'B+' foreign and local issuer
credit ratings, with "positive" outlook, from Standard & Poor's.


HF THREE: Files Plan of Reorganization & Disclosure Statement
-------------------------------------------------------------
HF Three I, LLC, has filed a Plan of Reorganization and disclosure
statement with the U.S. Bankruptcy Court for the District of
Arizona.

HF Three, LLC, the manager of the Debtor, will continue to own,
operate and control the reorganized Debtor.  HF Three, LLC, will
not receive any compensation for its services.  HF Three, LLC, or
any subsequent person or persons employed to operate and control
the reorganized Debtor post confirmation, will be responsible for
preparing and filing quarterly post confirmation financial
reports.  Copies of those reports will be provided to the United
States Trustee's Office.  During the term of the Plan and until
the Court enters an order closing the case, the Debtor will pay
quarterly fees to the United States Trustee's Office.  Membership
interest in the Debtor will be retained by HF Three, LLC.

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

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

                         Treatment of Claims

   Classification                             Treatment
   --------------                             ---------
Class 1 - Administrative      -- Holders will be paid, in full, on
Claims                           the Effective Date of the Plan of
                                 Reorganization from the Debtor's
                                 cash funds, or upon other terms
                                 as the Debtor and the holders of
                                 the claims agree.  The claims are
                                 not impaired.

Class 2 - Priority Claims     -- The Debtor doesn't believe that
                                 there are any Class II Claims.
                                 If there are Class II Claims,
                                 holders of the claims will
                                 receive full payment of the
                                 amount of their claims.

Class 3 - Secured Claims      -- Holders of the allowed secured
                                 claims in any of the Class III
                                 subclasses will receive full
                                 payment of the amount of their
                                 allowed secured claims.  Any of
                                 the Debtor's defaults and the
                                 loan documents with the claimant
                                 will be deemed cured as of the
                                 Effective Date to the extent such
                                 loan documents provide for
                                 default resulting from Debtor's
                                 bankruptcy filings, default will
                                 not be enforceable.  Unless
                                 otherwise specified, holders of
                                 the claims will retain any
                                 existing perfected lien to secure
                                 the Debtor's obligations under
                                 the Plan.  Payments to the
                                 holders will begin 60 days after
                                 the Effective Date.


Class 3(a) - Secured Claim    -- The holder will receive
of Wells Fargo Bank              $21,723,957.68 (the full amount
                                 of its Allowed Secured Claim),
                                 plus interest at the rate of
                                 4.25% per annum from January 1,
                                 2011, until paid in full.  The
                                 Debtor will pay the claim, plus
                                 all interest accrued through
                                 December 31, 2013, based upon a
                                 240 month amortization with the
                                 first monthly payment due on
                                 January 1, 2014.  The full amount
                                 due to the holder of the claim
                                 will be paid on December 31,
                                 2022.  To facilitate the
                                 development of the Real Property,
                                 the Debtor will be entitled to
                                 partial releases of the claimants
                                 collateral provided that the
                                 (i) the Debtor is in compliance
                                 with its obligations under the
                                 Plan, (ii) the claimant receive
                                 all net sale proceeds after costs
                                 of sale, and (iii) the sales
                                 price is no less than 110% of the
                                 amount of the then amount due to
                                 the claimant, divided by the
                                 number of square feet then
                                 securing the claim, multiplied by
                                 the number of square feet of the
                                 Real Property that the Debtor
                                 seeks to sell.  Class III(a) is
                                 impaired.

Class 4 - Holders of Allowed  -- will be paid in full, with
Class IV Claims                  interest at the rate of 4.25% per
                                 annum.  Claimants will receive
                                 three equal payments of principal
                                 and interest, the first payments
                                 will be made on the Effective
                                 Date, with the remaining payments
                                 due on the same day of the next
                                 two years.  The claims are
                                 impaired.

HF Three I LLC is a single-asset real estate company in Paradise
Valley, Arizona.  It filed for Chapter 11 bankruptcy protection on
August 18, 2010 (Bankr. D. Ariz. Case No. 10-26198).  The Debtor
disclosed $26,830,900 in total assets and $21,749,987 in total
liabilities as of the Petition Date.


HIGHWAY TRUST FUND: Could be Insolvent Next Fiscal Year
-------------------------------------------------------
AASHTO Journal says that the Congressional Budget Office projected
in a report released February 2 that the Highway Trust Fund's
Highway Account might be unable to meet obligations in a timely
manner sometime during Fiscal Year 2012 and the Transit Account
will run dry sometime during Fiscal Year 2013.

"We appreciate the Congressional Budget Office alerting us as to
how long current resources in the Highway Trust Fund can sustain
authorized levels of federal assistance," said John Horsley,
executive director of the American Association of State Highway
and Transportation Officials.  "Together with CBO and USDOT, we
will be monitoring revenues and outlays in the months ahead to see
whether the trust fund will be able to support highway funding all
of the way through FY 2012 or not.  The encouraging news from CBO
is that transit funding looks secure at least until 2013."

AASHTO said that the congress authorized transfers of $8 billion
in general revenue in FY 2008, $7 billion in FY 2009, and $19.5
billion in FY 2010 to ensure Highway Trust Fund solvency.  No
General Fund transfers are expected this fiscal year as there is a
high enough balance remaining from last year's transfer to keep
the fund solvent into next fiscal year.

According to AASHTO, CBO projects that consumption of motor fuel
in the United States will be relatively stable this year but that
receipts from gasoline and diesel taxes (18.4 and 24.4 cents per
gallon, respectively) will decrease by 1%.

The office forecasts that receipts from fuel taxes that support
the Highway Trust Fund will increase by an annual rate of more
than 10% in FY 2012 and FY 2013, mostly due to the scheduled 2011
expiration of tax credits for ethanol-blended fuels.  Fuel-tax
revenue is then expected to grow about 1% annually for the FY
2014-21 period.

"This CBO report highlights the need for the enactment of a long-
term highway and transit reauthorization that gives states
certainty as to the funds they can count on," Mr. Horsley said.


HILLARY HARMON: Bankr. Ct. Explains Sanctions Against Lighthouse
----------------------------------------------------------------
In Hillary Durgin Harmon, et al., v. Lighthouse Capital Funding,
Inc., Adv. Pro. No. 10-03207 (Bankr. S.D. Tex.), Bankruptcy Judge
Marvin Isgur denied Lighthouse Capital Funding, Inc.'s motion for
reconsideration of the Court's order imposing an evidentiary
sanction against Lighthouse.  However, Lighthouse's argument that
"the Court failed to provide a clear factual or legal basis for
imposing such a severe sanction against [Lighthouse]" should be
appropriately addressed.  Although the Court did provide the basis
for its sanction when it was issued on the record on November 19,
2010, the Court appreciates Lighthouse's desire for greater
specificity.  The Court finds that its November 19, 2010 sanction
of Lighthouse was appropriate, given Lighthouse's unremitting
abuse of the discovery process.  Pursuant to Federal Rule of
Bankruptcy Procedure 7037, the Court properly made an adverse
finding that Lighthouse never established the escrow account
required by its loan agreement with the Harmons.

Hillary Harmon and her husband, Murphey Harmon, initiated the
lawsuit against Lighthouse in state court on April 16, 2010.  The
Harmons removed the lawsuit against Lighthouse to the Bankruptcy
Court on May 10, 2010.  The Harmons filed their First Amended
Complaint on July 8, 2010.  The allegations in the Complaint arose
out of a mortgage refinancing transaction between the Harmons and
Lighthouse.

A copy of the Bankruptcy Court's January 26, 2011 Memorandum
Opinion is available at http://is.gd/LLCHk1from Leagle.com.

                       About Hillary Harmon

Hillary Durgin Harmon in Houston, Texas, filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 10-33789) on May 4, 2010.
Leonard H Simon, Esq., at Pendergraft & Simon LLP, serves as
the Debtor's counsel.  In her petition, the Debtor estimated
$1 million to $10 million in assets and debts.


HOVNANIAN ENTERPRISES: Offers $155MM Notes & $47MM of Securities
----------------------------------------------------------------
On February 4, 2011, K. Hovnanian Enterprises, Inc. said that it
is offering $155 million 11.875% Senior Notes due 2015 guaranteed
by Hovnanian Enterprises, Inc. commencing April 15, 2011.  Credit
Suisse Securities (USA) LLC, Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC serve
as book-runners of the offering.

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

             http://ResearchArchives.com/t/s?7313

In a separate free writing prospectus, Hovnanian Enterprises, Inc.
said it is offering 11.75 million shares of of Class A common
stock of Hovnanian Enterprises, Inc. and 3 million 7.25% Tangible
Equity Units of Hovnanian Enterprises, Inc. and K. Hovnanian
Enterprises, Inc.  The net proceeds from the sale of Class A
Common Stock in the Common Stock Offering, after deducting the
underwriting discount and estimated offering expenses, will be
approximately $47.7 million.

The joint book-running managers of the offering are J.P. Morgan
Securities LLC, Credit Suisse Securities (USA) LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Citigroup Global Markets
Inc.  Wells Fargo Securities, LLC serves as co-manager.

              http://ResearchArchives.com/t/s?731b

                    About Hovnanian Enterprises

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

The Company's balance sheet at Oct. 31, 2010, showed $1.82 billion
in total assets, $2.15 billion in total liabilities, and a
stockholders' deficit of $337.94 million.

                           *     *     *

As reported in February 3, 2011 edition of the TCR, Fitch Ratings
has assigned a 'C/RR6' rating to Hovnanian Enterprises, Inc.'s
proposed offering of $150 million of senior unsecured notes due
2015.  The issue will be ranked on a pari passu basis with all
other senior unsecured debt.

As reported by the TCR on February 2, 2011, Moody's Investors
Service assigned a Caa2 rating to Hovnanian Enterprises' proposed
$150 million senior unsecured note offering due 2015, proceeds of
which will be used to retire a like amount of existing senior
unsecured and senior subordinated notes.  At the same time,
Moody's affirmed the company's Caa1 corporate family and
probability of default ratings, B1 rating on the first
lien senior secured notes, Caa1 rating on the second and third
lien senior secured notes, Caa2 rating on the senior unsecured
notes, Ca rating on the preferred stock, and SGL-3 speculative
grade liquidity rating.  The Caa3 rating on the existing senior
subordinated notes will be withdrawn upon repayment with the
proceeds of this offering.  The outlook remains negative.

As reported in the September 16, 2010 edition of the TCR, Standard
& Poor's Ratings Services affirmed its 'CCC+' corporate
credit ratings on Hovnanian Enterprises Inc., and its subsidiary,
K. Hovnanian Enterprises Inc.  S&P also affirmed its ratings on
the companies' debt and preferred stock.  S&P revised its outlooks
on the companies to negative from developing.

"Our rating on Hovnanian reflects the company's very weak credit
metrics, including an over-leveraged balance sheet, and its
expectation that a return to profitability is likely beyond 2011,"
said Standard & Poor's credit analyst George Skoufis.
"Profitability could be delayed further if the struggling housing
recovery continues to face hurdles."


HP DISTRIBUTION: Must Decide on Teletrac Deal for GPS Units
-----------------------------------------------------------
Chief Bankruptcy Judge Robert E. Nugent, at Teletrac, Inc.'s
behest, directed HP Distribution, LLP, to make a decision whether
to assume or reject the airtime service portion of the parties'
agreements related to 82 GPS units that the Debtor utilizes to
track its trucks in its transportation operations, not later than
February 15, and in accordance with 11 U.S.C. Sec. 365(b)(1) cure
the airtime charge arrearage or provide adequate assurance to
Teletrac that it can promptly effect that cure.

HP has made no payments of any kind since filing for bankruptcy.
HP must pay pre- and post-petition arrearage of eight months
airtime (February 2010 September 2010) for all 82 units and
adequately assure Teletrac and the Court that it can continue to
make the remaining payments due.  The three Agreements were signed
in 2006, 2007 and 2008 and their base terms have expired or will
shortly.  The Agreements automatically renew and HP continues to
use the airtime services.  Airtime due through September 2010 is
$30,832 (8 months x 82 units x $47).

A copy of the Court's January 25, 2011 Memorandum Opinion is
available at http://is.gd/aQncMJfrom Leagle.com.

Hitchin Post Steak Co. is a decade-old meat processor based in
Kansas City, Kan.  Hitchin Post and HP Distribution, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. D. Kan.
Case No. 09-12308) on July 21, 2009.  Mark J. Lazzo, Esq., in
Wichita, Kan., serves as bankruptcy counsel.  Hitchin estimated
less than $50,000 in assets and $1 million to $10 million in
debts at the time of the filing.


IMAGE METRICS: Buys Big Stage Assets for 2-Mil. Shares
------------------------------------------------------
On January 31, 2011, pursuant to an Asset Purchase Agreement,
dated as of December 30, 2010, as amended, Image Metrics, Inc.
purchased specified technology and intellectual property related
assets of Big Stage Entertainment, Inc., for an aggregate of
2,000,000 shares of the Company's common stock, the assumption of
[$575,343] of Big Stage bank debt and the payment of approximately
$85,000 of deal-related expenses on behalf of Big Stage.  The
purchase price was determined as a result of arm's-length
negotiations between the parties.  The Company did not acquire all
of the assets or business previously conducted by Big Stage, or
any of its employees.

Big Stage developed technologies for the creation of three-
dimensional facial models for use in television, video games and
consumer markets.  The Company intends to use the acquired
technology assets to complement aspects of its facial animation
software platform.  Big Stage did not have any material
relationship or association with the Company prior to the
acquisition.

The 2,000,000 shares of the Company's common stock were issued in
the acquisition pursuant to an exemption from registration
afforded by Section 4(2) of the Securities Act of 1933, as
amended.

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

              http://ResearchArchives.com/t/s?7311

                       About Image Metrics

Santa Monica, Calif.-based Image Metrics Inc., formerly
International Cellular Accessories, Inc., is a global provider of
technology-based facial animation services to the interactive
entertainment and film industries.

On March 10, 2010, the Company acquired through an exchange offer
all of the outstanding ordinary shares and preferred shares of
Image Metrics Limited, a private company incorporated in England
and Wales, in exchange for 11,851,637 shares of its common stock,
par value $.001 per share.  The historical consolidated financial
statements of the Company do not include the operations of
International Cellular Accessories prior to March 10, 2010, but
only reflect the operations of Image Metrics Limited and its
subsidiary.

The Company's balance sheet as of June 30, 2010, showed
$1.2 million in total assets, $10.0 million in total liabilities,
and a stockholders' deficit of $8.8 million.

The Company has incurred significant operating losses and has
accumulated a $32.7 million deficit as of June 30, 2010.  The
Company said in its Form 10-Q for the quarter ended June 30, 2010
that its ability to continue as a going concern is dependent upon
it being able to successfully raise further capital through equity
or debt financing and continued improvement of its results of
operations.


INCENTIUM LLC: Ceases Business Operations
-----------------------------------------
The Chattanooga Times Free Press reports that Incentium LLC,
formerly known as VIPGift, has announced on its Web site that it
had ended business operations.

The Times Free Press relates that Incentium said "difficult
business and economic conditions" had forced the firm to
"permanently cease all business operations effective February 9,
2011."  The company said its assets "will be liquidated in an
orderly manner for the benefit of its creditors."

Incentium LLC, formerly VIPGift, provides employee, customer, and
sales channel incentive and loyalty programs to the Fortune 500
and top tier emerging businesses.  The Company is backed by Summit
Partners, a private equity growth fund with more than $11 billion
in capital, and Bridgescale Partners, a private equity and venture
capital fund focusing on late-stage, technology-enabled companies.
Incentium was founded as VIPGift in 2000 and is based in
Chattanooga, Tennessee with offices throughout the U.S.


INTERNATIONAL GARDEN: Gets Court's Nod to Amend DIP Financing Pact
------------------------------------------------------------------
International Garden Products, Inc., et al., sought and obtained
authorization from the Hon. Kevin J. Carey of the U.S. Bankruptcy
Court for the District of Delaware to amend the senior secured,
superpriority postpetition credit agreement the Debtors entered
into with a syndicate of lenders led by Harris N.A., as
administrative agent.

As reported by the Troubled Company Reporter on November 17, 2010,
the Court, in a final order, authorized the Debtors to obtain
postpetition secured financing from the DIP Lenders.  The Debtors
were indebted to prepetition $30,669,990 in revolving loans and
$13,000,000 in term loans.  As reported in the Troubled Company
Reporter on October 13, 2010, the DIP lenders have committed to
provide up to $7.5 million postpetition revolving line of credit.
To secure the prepetition liabilities, the Debtors granted
security interests and liens to the prepetition secured parties
upon all of the Debtors assets and property.

The Debtors and the DIP Lenders have agreed to increase the
aggregate amount of the DIP revolving credit commitments, amend
the availability limit, approve the cash flow forecast for the
period ending on or about March 31, 2011, and amend certain other
provisions of the DIP Credit Agreement.  A copy of the amendment
is available for free at:

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

The definition of Availability Limit and DIP Revolving Credit
Commitments are amended and restated in their entirety to read as:

"Availability Limit" means, unless otherwise consented to in
writing by 100% of the DIP Lenders, (a) $2,750,000 from the
Petition Date through and including 10/31/10; (b) $4,750,000 from
11/01/10 through and including 11/30/10; (c) $7,250,000 from
12/01/10 through and including 12/31/10; (d) $7,750,000 from
01/01/11 through and including 01/31/11; (e) $8,500,000 from
02/01/11 through and including 02/28/11; (f) $8,800,000 from
03/01/11 through and including 04/28/11; (g) $7,500,000 from
04/29/11 through and including 05/26/11, and (h) $1,500,000 from
05/27/11 through and including the Maturity Date.

"DIP Revolving Credit Commitment" means, as to any DIP Lender, the
obligation of the DIP Lender to make DIP Loans and to participate
in Letters of Credit issued to or for the account of any borrower.
The borrowers and the DIP Lenders acknowledge and agree that the
DIP Revolving Credit Commitments of the DIP Lenders aggregate
$8,800,000.

On the First Amendment Effective Date, the DIP Commitments of each
DIP Lender will be amended to be as:

                                     DIP Revolving Credit
   Name of Dip Lender                    Commitments
   ------------------                --------------------
   Harris N.A.                           $3,206,779.65
   MFC Capital Funding, Inc.             $2,237,288.13
   U.S. Bank National Association        $2,237,288.13
   Bank of the West                      $1,118,644.09
   TOTAL                                 $8,800,000.00

                About International Garden Products

International Garden Products, Inc. was incorporated in 1996 as a
holding company for Iseli Nursery, Inc., California Nursery
Supply, Weeks Wholesale Rose Grower, and Old Skagit, Inc.  The
company's operating businesses, Iseli and Weeks, focus primarily
on growing horticultural products for nationwide sale to
independent garden centers, landscape suppliers, landscapers and
similar parties.  Iseli's is known in the industry as the premium
source of dwarf conifers, Japanese maples and unique companion
plants.  Weeks is one of the largest wholesale breeders and
growers of premium roses in the U.S.

International Garden Products, Inc., and its affiliates filed for
Chapter 11 protection on Oct. 4, 2010 (Bankr. Lead Case No. 10-
13207).  International Garden estimated assets and debts at $10
million to $50 million in its Chapter 11 petition.

Andrew R. Remming, Esq., at Morris, Nichols, Arsht & Tunnell,
serves as bankruptcy counsel.  Bryan Cave LLP is the legal
counsel.  FTI Consulting is the restructuring advisor.  Garden
City Group is the claims and notice agent.

The debtor-affiliates are Weeks Wholesale Rose Grower (Bankr. D.
Del. Case No. 10-13208), California Nursery Supply (Case No. 10-
13209), Iseli Nursery, Inc. (Case No. 10-13210), and Old Skagit,
Inc. (Case No. 10-13211).


ISC BUILDING: To Seek Plan Confirmation
---------------------------------------
American Bankruptcy Institute reports that ISC Building Materials
Inc. is seeking confirmation of its plan after selling some of its
assets.

Creditors are due to send in their votes on the Plan by 5:00 p.m.
on February 14, 2011.

In December, the Debtor filed a Chapter 11 plan that  called for
sale of the Debtor's assets in 2 lots, the proceeds of which were
to be utilized to retire administrative claims and pay off the
secured claims of Comerica Bank.  The estimated return to
unsecured creditors was to be at least 6% and was subject to an
auction process that might improve that return.

On January 21, 2011, the Debtor and the Official Committee of
Unsecured Creditors reached an accord on amending the terms of the
Debtor's original Plan of Reorganization.  Under this accord,
Allan Burns, and his family, will have the opportunity to bid
against third parties to retain the assets of the company and
reorganize the business.  In return, the Family has offered, in
essence, to make the future tax benefit of the accumulate Net
Operating Losses available as additional dividend to the Unsecured
Creditors.  If the Family Group submits a bid and qualifies to be
a bidder, the Burns Family Group will begin its bidding with a bid
of cash and property sufficient to pay all senior claims and to
pay the Unsecured Creditors at least 6% in cash and an additional
38% in the form of five-year bonds payable with 1.25% interest.
After the close of bidding, the Unsecured Creditors Committee will
choose between the best cash sale alternative and the best and
final offer of the Burns Family Group.  The Debtor expects that
recovery for unsecured creditors will be at or above 6% of the
amount of allowed claims.

Copies of the Amended Plan and Disclosure Statement are available
for free at:

       http://bankrupt.com/misc/ISCBUILDING_amendedplan.pdf
       http://bankrupt.com/misc/ISCBuilding_AmendedDS.pdf

                         About ISC Building

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

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

The Official Committee of Unsecured Creditors in the Chapter 11
Has tapped Conway MacKenzie, Inc., as its financial advisors and
Okin Adams & Kilmer LLP as counsel.


ISLAND ONE: Seeks Nod to Delay Auction Until March 10
-----------------------------------------------------
The hearing to consider the motion of Island One, Inc., et al., to
(a) modify the Bid Procedures Order to extend the sale/auction
date and to re-set related dates and deadlines, (b) reschedule he
confirmation hearing on the Debtors' proposed amended joint plan
of reorganization, and (c) further extend the Debtors' exclusivity
periods to file a plan of reorganization and to obtain acceptances
in order to accommodate the parties' new proposed sale and
confirmation timetable, will be held on February 16, 2011 at
10:15 a.m.

On December 15, 2010, the Court entered the Bid Procedures Order
establishing January 12, 2011, as the date on which some or all of
the Debtors' assets and equity would be auctioned or sold.

Following extensive consultations, the Debtors and their secured
lenders BB&T Acquired Asset Group, Textron Financial Corp., and
Liberty Bank, NA, have mutually agreed to extend the auction date
contemplated in the Bid Procedures Order to March 10, 2011, in
order to afford the estate constituencies additional time to
evaluate a multitude of sale-related options and alternatives.

The Bid Procedures Order also established February 16, 2011, at
10:15 (EST) as the date for consideration of approval of the
prevailing auction bid and confirmation of the Debtors' Modified
Chapter 11 Plan.

The Debtors, Textron, BB&T, and Liberty have mutually agreed that
it is appropriate to adjourn the date and time of the confirmation
hearing in order to afford the estate constituencies additional
time to effectuate the sale process and to revise the joint plan
to reflect the results of the auction once concluded.  As such,
the Debtors believe rescheduling the February 16, 2011
confirmation hearing and re-setting related dates and deadlines is
in the best interests of the Debtors, their estates, and estate
constituencies.

The Debtors, Textron, BB&T and Liberty therefore request that the
Court approve the following amended sale/confirmation and
exclusivity timeline:

                Event                           Proposed Date
                -----                           -------------
Letter of Interest Deadline                   February 24, 2011

Bid Deadline                                  March 4, 2011

Evaluation of Qualifying Bids Deadline        March 8, 2011

Debtors conduct and complete the Auction      March 10, 2011

Debtors exclusivity deadline to file amended
  joint plan and disclosure statement         March 17, 2011

Exclusivity for Acceptance                    Confirmation hearing

The Creditors' Committee is not consenting to the timeline
proposed at this juncture.

                         About Island One

Orlando, Florida-based Island One, Inc., filed for Chapter 11
bankruptcy protection on September 10, 2010 (Bankr. M.D. Fla. Case
No. 10-16177).  Tiffany D. Payne, Esq., Elizabeth A. Green, Esq.,
and Jimmy D. Parrish, Esq., at Baker & Hostetler LLP, in Orlando
Fla., represent the Debtors as counsel.  In its schedules, the
Debtor disclosed $155,100,767 in assets and $310,897,452 in
liabilities.

IOI Funding I, LLC, a debtor-affiliate, filed for Chapter 11
bankruptcy protection on September 10, 2010 (Bankr. M.D. Fla. Case
No. 10-16189).  The Debtor disclosed total assets of $9,230,309,
and total liabilities of $7,265,160.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of Island One, Inc. has tapped Adam Lawton Alpert, Esq., a
shareholder, and Bush Ross, P.A. as its general counsel.


ISTAR FINANCIAL: BlackRock Discloses 5.85% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 4, 2011, BlackRock, Inc. disclosed
that it beneficially owns 5,400,922 shares of common stock of
iStar Financial Inc. representing 5.85% of the shares outstanding.
As of October 29, 2010, there were 92,318,899 shares of common
stock, $0.001 par value per share, of iStar Financial Inc.
outstanding.

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company's balance sheet at Sept. 30, 2010, showed
$10.47 billion in total assets, $8.70 billion in total
liabilities, and stockholders' equity of $1.76 billion.

                           *     *     *

iStar carries a 'C' issuer default rating from Fitch Ratings
Services.  Fitch lowered, among other things, the IDR from 'CC' to
'C' in October 2010, noting that there is substantial amount of
debt maturities in the second quarter of 2011, consisting
primarily of a second lien term loan and second lien revolving
credit agreement in aggregate amounting to approximately $1.7
billion, and an unsecured revolving credit facility of
approximately $500 million.  In order to avoid maturity defaults
on the second lien obligations and unsecured revolving credit
facility due June 2011, a coercive debt exchange would need to be
effected, whereby the company negotiates with certain of its debt
holders a material reduction in terms to avert bankruptcy, Fitch
said.

In July 2010, Standard & Poor's Ratings Services lowered its long-
term counterparty credit rating on iStar Financial to 'CCC' from
'B-'.  The outlook is negative.  iStar's limited funding
flexibility and the severe credit quality deterioration in its
loan portfolio continue to put negative pressure on the rating,
S&P said.


ISTAR FINANCIAL: Johnsons' Equity Stake Down to 15,500 Shares
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 4, 2011, each of Franklin
Resources, Inc., Charles B. Johnson and Rupert H. Johnson, Jr.
disclosed beneficial ownership of 15,500 shares of common stock of
iStar Financial Inc. representing 0.0% of the shares outstanding.
As of October 29, 2010, there were 92,318,899 shares of common
stock, $0.001 par value per share, of iStar Financial Inc.
outstanding.

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company's balance sheet at Sept. 30, 2010, showed
$10.47 billion in total assets, $8.70 billion in total
liabilities, and stockholders' equity of $1.76 billion.

                           *     *     *

iStar carries a 'C' issuer default rating from Fitch Ratings
Services.  Fitch lowered, among other things, the IDR from 'CC' to
'C' in October 2010, noting that there is substantial amount of
debt maturities in the second quarter of 2011, consisting
primarily of a second lien term loan and second lien revolving
credit agreement in aggregate amounting to approximately $1.7
billion, and an unsecured revolving credit facility of
approximately $500 million.  In order to avoid maturity defaults
on the second lien obligations and unsecured revolving credit
facility due June 2011, a coercive debt exchange would need to be
effected, whereby the company negotiates with certain of its debt
holders a material reduction in terms to avert bankruptcy, Fitch
said.

In July 2010, Standard & Poor's Ratings Services lowered its long-
term counterparty credit rating on iStar Financial to 'CCC' from
'B-'.  The outlook is negative.  iStar's limited funding
flexibility and the severe credit quality deterioration in its
loan portfolio continue to put negative pressure on the rating,
S&P said.


JDE FLORIDA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: JDE Florida LLC
        P.O. Box 16282
        Tampa, FL 33687

Bankruptcy Case No.: 11-02168

Chapter 11 Petition Date: February 8, 2011

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Jay B. Verona, Esq.
                  ENGLANDER AND FISCHER, LLP
                  721 1st Avenue North
                  St. Petersburg, FL 33701
                  Tel: (727) 898-7210
                  Fax: (727) 898-7218
                  E-mail: jverona@eandflaw.com

Estimated Assets: $0 to $50,000

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/flmb11-02168.pdf

The petition was signed by J. David Ewing, managing member.


JENNIFER CONVERTIBLES: Court Signs Order Confirming Exit Plan
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a bankruptcy judge gave his
full stamp of approval to Jennifer Convertibles Inc.'s Chapter 11
plan of reorganization, paving the way for the furniture retailer
to emerge from bankruptcy under the control of its Chinese
supplier.  The report relates that Judge Allan L. Gropper of the
U.S. Bankruptcy Court in Manhattan had indicated that he would
confirm the plan as long as Jennifer could overcome a concern
raised by supplier Ashley HomeStores Ltd.

Court papers show the judge officially signed off on the plan
Tuesday in an order that was filed to the docket, DBR discloses.

Under the plan, the report relates, Haining Mengnu Group Co. of
China--Jennifer's biggest creditor and primary furniture
supplier--would swap its unsecured claim for 90.1% of the
retailer's new common stock.  Mengnu, owed more than $16 million,
will also receive $4.5 million in new notes and 30% of a trust set
up to pursue litigation on Jennifer's behalf, the report adds.

                     About Jennifer Convertibles

Jennifer Convertibles, Inc., was organized as a Delaware
corporation in 1986, and is the owner of (i) the largest group of
sofabed specialty retail stores and leather specialty retail
stores in the United States, with stores located throughout the
Eastern seaboard, Midwest, West Coast and Southwest, and (ii)
seven big box, full-line furniture stores operated under the
Ashley Furniture HomeStore brand under a license from Ashley
Furniture Industries, Inc.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 18, 2010 (Bankr. S.D.N.Y. Case No. 10-13779).
Michael S. Fox, Esq., Jordanna L. Nadritch, Esq., and Jayme
Bethel, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky, LLP,
assist the Company in its restructuring effort.  TM Capital Corp.
is the Company's financial advisor.  Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo P.C. is the Company's special securities
counsel.  BMC Group Inc. is the claims and notice agent.

The Company estimated its assets and debts at $10 million to
$50 million as of the Petition Date.


JETBLUE AIRWAYS: BlackRock Discloses 6.66% Equity Stake
-------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 4, 2011, BlackRock, Inc.,
disclosed that it beneficially owns 19,572,577 shares of common
stock of JetBlue Airways Corp. representing 6.66% of the shares
outstanding.  As of September 30, 2010, there were 293,849,319
shares outstanding of the Company's common stock, par value $.01.

                       About JetBlue Airways

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.  JetBlue
serves 60 cities with 600 daily non-stop flights.

The Company reported $6.618 billion in total assets,
$1.126 billion in total current liabilities, $2.88 billion long-
term debt and capital lease obligations, $531 million construction
obligation, $458 million deferred taxes, and stockholders' equity
of $1.623 billion, as of Sept. 30, 2010.

                            *    *    *

JetBlue carries 'Caa1' long term corporate family and probability
of default ratings, with positive outlook, from Moody's.  It has a
'B-' long term issuer default rating, with stable outlook, from
Fitch.  It also has a 'B-' issuer credit ratings from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services affirmed its
ratings, including its 'B-' corporate credit rating, on Forest
Hills, New York-based JetBlue Airways Corp.  At the same time, S&P
revised its outlook on the rating to positive from stable.  The
recovery rating on senior unsecured debt remains '6', indicating
S&P's expectations of a negligible (0%-10%) recovery in a default
scenario.  S&P noted that while JetBlue has been profitable in six
of the last seven quarters, its financial profile remains highly
leveraged, with EBITDA interest coverage of 2.5x, funds flow to
debt of 15.7%, and debt to capital of 75.2%.


JUNCO STEEL: Steel Products Maker in Chapter 11
-----------------------------------------------
Carla Main at Bloomberg News reports that Junco Steel Corp., a
Bayamon, Puerto Rico-based steel products maker, has commenced a
Chapter 11 case.  According to the report, Banco Popular de Puerto
Rico holds a $6.1 million secured claim.

Junco Steel filed for Chapter 11 protection (Bankr. D. P.R. Case
No. 11-00827) on Feb. 2, 2011, estimating assets of less than
$50,000 and debts of up to $50,000,000.  Carmen D. Conde Torres,
Esq., in San Juan, Puerto, Rico, represents the Debtor.


KRATOS DEFENSE: S&P Puts 'B+' Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has placed its
ratings, including the 'B+' corporate credit rating, on Kratos
Defense & Security Solutions Inc. on CreditWatch with negative
implications.

"On Feb. 7, 2011, Kratos announced it had agreed to acquire Herley
Industries Inc. for $270 million plus fees and expenses," said
Standard & Poor's credit analyst Christopher DeNicolo.  "This
would be the firm's largest acquisition to-date."

Kratos plans to finance the transaction with the proceeds from a
recent stock offering (around $56 million, not including the
possible issuance of additional shares via a greenshoe option), an
add-on to the existing 10% secured notes due 2017, and cash on
hand at Herley.  Debt to EBITDA pro forma for the Herley
acquisition (as well as other acquisitions completed in 2010) is
around 5x compared with S&P's previous expectations of 4.0x-4.5x.
Herley, which had $188 million of revenues in fiscal 2010 (ended
Aug.  1, 2010), is a leading provider of electronic systems,
subsystems, and components, specializing in microwave and
millimeter wave technology for defense applications, especially
electronic warfare.  The acquisition will improve Kratos' program
and product diversity, as well as complementing some of the
platforms it currently supports.

"S&P plans to meet with management to get further details on the
transaction in order to evaluate the impact of the proposed
acquisition on Kratos business and financial risk profile to
determine if a downgrade is warranted," Mr. DeNicolo continued.
"S&P will also evaluate the impact of the additional debt on the
issue-level and recovery ratings on the secured notes."


LACK'S STORES: US Trustee Forms Five-Member Creditor's Committee
----------------------------------------------------------------
Judy A. Robbins, the U.S. Trustee for Region 7, appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of Lack's Stores Inc. and its debtor-affiliates.

The members of the Committee are:

  a) Sealy Mattress Company
     Attn: Mike Murray
     One Office Parkway at Sealy Dr.
     Trinity, NC 27370
     Tel.: 336-861-3699
     Fax: 336-861-3863
     E-Mail: mmurray@sealy.com

     Counsel for member:
     Womble Carlyle Sandridge & Rice, P.L.L.C.
     Attn: William B. Sullivan, Esq.
     One West Fourth St.
     Winston-Salem, NC 27101
     Tel.: 336-721-3506
     Fax: 336-733-8365
     E-Mail: wsullivan@wcsr.com

  b) Furniture Brands International
     Attn: Jeff Schnurbusch
     1 North Brentwood Blvd.
     St. Louis, MO 63105
     Tel.: 314-726-8532
     Fax: 828-434-9198
     E-Mail:jschnurbusch@furniturebrands.com

     Counsel for member:
     Tartone Enterprises, Inc.
     Attn: Frank Chen
     5055 South Loop East
     Houston, TX 77033
     Tel.: 713-734-6888
     Fax: 713-728-7648
     E-Mail: fchen8@hotmail.com

  c) Diamond McCarthy, L.L.P.
     Attn: Brian A. Abramson, Esq.
     909 Fannin, 15th Floor
     Houston, TX 77010
     Tel.: 713-333-5145
     Fax: 713-333-5195
     E-Mail: babramson@diamondmccarthy.com

  d) Najarian Furniture Co., Inc.
     Attn: George Najarian
     17560 E. Rowland St.
     City of Industry, CA 91748
     Tel.: 626-839-8700
     Fax: 626-839-8715
     E-Mail: gn@najarianfurniture.com

  e) Ryder Integrated Logistics, Inc.
     Attn: Mike Mandell
     11690 NW 105th St.
     Miami, FL 33178
     Tel.: 305-500-4417
     Fax: 305-500-3336
     E-Mail: mike_mandell@ryder.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores and its affiliates filed for Chapter 11 bankruptcy
protection on November 16, 2010 (Bankr. S.D. Tex. Lead Case No.
10-60149).  The Debtor estimated its assets and debts at
$100 million to $500 million.

Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and
Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel
to the Debtor.  Huron Consulting Group, Inc., is the financial
advisor.


LACK'S STORES: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Lack's Stores Incorporated and its debtor-affiliates filed with
the U.S. Bankruptcy Court for the Southern District of Texas their
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property
  B. Personal Property          $182,023,008
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $106,414,983
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $469,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $29,929,120
                                ------------     ------------
        TOTAL                   $182,023,008     $136,813,103

A full-text copy of the Schedules of Assets & Liabilities is
available for free at http://ResearchArchives.com/t/s?731c

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores and its affiliates filed for Chapter 11 bankruptcy
protection on November 16, 2010 (Bankr. S.D. Tex. Lead Case No.
10-60149).  The Debtor estimated its assets and debts at
$100 million to $500 million.

Katherine D. Grissel, Esq., Michaela Christine Crocker, Esq., and
Richard H. London, Esq., at Vinson & Elkins LLP, serve as counsel
to the Debtor.  Huron Consulting Group, Inc., is the financial
advisor.


LOCAL INSIGHT: Directory Distributing Quits From Creditors Panel
----------------------------------------------------------------
Directory Distributing Associates, Inc. voluntarily resigned from
the official committee of unsecured creditors in the bankruptcy
cases of Local Insight Media Holdings, Inc., et al., effective
January 27, 2011.

The Committee now consists of:

     1. U.S. Bank National
        Attn: Timothy Sandell
        60 Livingston Avenue
        St. Paul, MN 55107-2292
        Phone: 651-495-3959
        Fax: 651-495-8100

     2. Bain & Company, Inc.
        Attn: Diane Fernandes
        131 Dartmouth Street
        Boston, MA 02116
        Phone: 617-572-2286
        Fax: 617-880-0286

     3. Quadgraphics, Inc.
        Attn: Patricia A. Rydzik
        N63 W23075 State Hwy 74
        Sussex WI 53089-2827
        Phone: 414-566-2127
        Fax: 414-566-9415

     4. Marchex Sales, Inc.
        520 Pike Street, Ste. 2000
        Seattle, WA 98101
        Phone: 206-331-3310
        Fax: 206-331-3696

                 About Local Insight Media Holdings

Wilmington, Delaware-based Local Insight Media Holdings, Inc., is
a publisher of print and online yellow page directories in the
United States.  It filed for Chapter 11 bankruptcy protection on
(Bankr. D. Del. Case No. 10-13677) on November 17, 2010.

Affiliates Local Insight Media Holdings II, Inc. (Bankr. D. Del.
Case No. 10-13679), Local Insight Media Holdings III, Inc. (Bankr.
D. Del. Case No. 10-13682), LIM Finance Holdings, Inc. (Bankr. D.
Del. Case No. 10-13680), LIM Finance, Inc. (Bankr. D. Del. Case
No. 10-13681), LIM Finance II, Inc. (Bankr. D. Del. Case No.
10-13687), Local Insight Regatta Holdings, Inc. (Bankr. D. Del.
Case No. 10-13686), The Berry Company LLC (Bankr. D. Del. Case No.
10-13678), Local Insight Listing Management, Inc. (Bankr. D. Del.
Case No. 10-13685), Regatta Investor Holdings, Inc. (Bankr. D.
Del. Case No. 10-13725), Regatta Investor Holdings II, Inc.
(Bankr. D. Del. Case No. 10-13741), Regatta Investor LLC (Bankr.
D. Del. Case No. 10-13684), Regatta Split-off I LLC (Bankr. D.
Del. Case No. 10-13721), Regatta Split-off II LLC (Bankr. D. Del.
Case No. 10-13753), Regatta Split-off III LLC (Bankr. D. Del. Case
No. 10-13737), Regatta Holding I, L.P. (Bankr. D. Del. Case No.
10-13748), Regatta Holding II, L.P. (Bankr. D. Del. Case No.
10-13715), and Regatta Holding III, L.P. (Bankr. D. Del. Case No.
10-13745) filed separate Chapter 11 petitions.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, assist the Debtors in
their restructuring efforts.  Curtis A. Hehn, Esq., Laura Davis
Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl &
Jones LLP, are the Debtors' co-counsel.

The Debtors' investment banker and financial advisor is Lazard
Freres & Co. LLC.  The Debtors' independent auditor is Deloitte &
Touche LLP.  The Debtors' interim management and restructuring
advisors are Alvarez & Marsal North America, LLC, and Avarez &
Marsal Private Equity Performance Improvement Group, LLC.
Kurtzman Carson Consultants LLC is the Debtors' notice and claims
agent.

Local Insight Media Holdings estimated assets of less than $50,000
and liabilities of $100 million to $500 million in its Chapter 11
petition.  Local Insight Regatta reported consolidated assets of
$796,270,000 against consolidated debts of $669,612,000 as of
September 30, 2010, according to its Form 10-Q filed with the
Securities and Exchange Commission.


LOEHMANN'S HOLDINGS: Plan Approved Subject to Changes
-----------------------------------------------------
Tiffany Kary at Bloomberg News reports that U.S. Bankruptcy Judge
Robert Gerber in New York on February 7 approved the Loehmann's
Holdings Inc.'s bankruptcy exit plan subject to final wording and
paperwork on a $45 million exit financing commitment.  Loehmann's
lawyer Frank Oswald told Judge Gerber that papers on the exit
financing will be ready by February 8.  "Congratulations to you on
a very constructive and cooperative plan," the judge said.

Loehmann's expects to exit bankruptcy by March 1.

As part of the Joint Plan of Reorganization, the Company will
receive a $25 million capital infusion upon Chapter 11 emergence
through a rights offering to the Company's senior secured Class A
Noteholders, which is being backstopped by Istithmar World and
Whippoorwill Associates, Inc.  Under the terms of the global
settlement agreement between the parties, general unsecured
creditors will receive a pro rata distribution consisting of cash
in the aggregate amount of $2 million.

                      About Loehmann's Holdings

Bronx, New York-based Loehmann's Holdings, Inc., is a discount
retailer with more than 60 stores.  The Bronx, New York-based
company is owned indirectly by Istithmar PJSC, an investment firm
owned by the government of Dubai.

Loehmann's filed for Chapter 11 bankruptcy protection on
November 15, 2010 (Bankr. S.D.N.Y. Case No. 10-16077).  It
estimated its assets and debts at $100 million to $500 million.

Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078),
Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079),
Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No.
10-16081) filed separate Chapter 11 petitions.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, assist the
Debtors in their restructuring efforts.

Perella Weinberg Partners LP is the Debtors' investment banker and
financial advisor.  Clear Thinking Group LLC is the Debtors'
restructuring adviser.  Troutman Sanders LLP is the Debtor's
special corporate counsel.  Kurtzman Carson Consultants LLC is the
Debtors' claims and notice agent.

Mark S. Indelicato, Esq., Mark T. Power, Esq., and Janine M.
Cerbone, Esq., at Hahn & Hessen LLP, in New York, serve as counsel
for the Official Committee of Unsecured Creditors.


LOGAN JOHNSTON: Court to Hold Further Briefing in Sternberg Case
----------------------------------------------------------------
Bankruptcy Judge Sarah Sharer Curley held that further briefing is
necessary before it can enter a ruling on narrow issues presented
in the suit, Logan T. Johnston III, v. Paula Parker, et al., Adv.
Pro. No. 01-885 (Bankr. D. Ariz.).  Mr. Johnston's counsel is
asking the Court to consider whether counsel may recover a
discretionary award of his attorneys' fees under the Court's
inherent civil contempt power, which allows for the imposition of
sanctions, including attorneys' fees, for violations of the
automatic stay.  Melvin Sternberg, the remaining defendant in the
adversary proceeding, has filed a motion for partial summary
judgment.

The Bankruptcy Court directed Mr. Johnston's counsel to file an
exhibit by February 11 outlining attorneys' fees of his firm.  Mr.
Sternberg and his counsel are to file by February 25 an exhibit
accepting the attorneys' fees outlined by Mr. Johnston's counsel,
or outlining to which attorneys' fees an objection is interposed,
and the nature of the objection.

A copy of the Bankruptcy Court's January 21, 2011 Memorandum
Decision is available at http://is.gd/E7fjJGfrom Leagle.com.

Logan T. Johnston, III, sought Chapter 11 protection (Bankr. D.
Ariz. Case No. 01-06221) on May 14, 2001.  Mr. Johnston and Paula
Parker were divorced in 1996.  Mr. Johnston was ordered to pay
spousal maintenance as part of the property settlement.  In
January 2001, Ms. Parker, through her attorney, Melvin Sternberg,
moved the Maricopa County Superior Court to hold Mr. Johnston in
contempt for non-payment of spousal maintenance, and that Mr.
Johnston be, among other things, incarcerated if he failed to pay
the amount due in full.


MAGIC BRANDS: Ex-Franchisee Barred From Using Fuddruckers Name
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a judge signed off on an
order barring a former Fuddruckers franchisee from displaying the
hamburger chain's trademark, affirming that the franchisee had
violated the terms of the Company's sale to Luby's Inc. by
continuing to brand itself as a Fuddruckers eatery.

The report relates that the one-time franchisee -- former
Fuddruckers executive Ralph Flannery and businesses under his
control -- had sought 30 days to comply with Shannon's Jan. 26
ruling that it be stopped from operating its restaurants under the
Fuddruckers name.

DBR recounts that after seeing a proposed settlement with a former
Fuddruckers franchisee fall apart, the hamburger chain's new
owner, Luby's Inc., says it harbors "substantial doubt" the
franchisee will abide by the rules of the bankruptcy court.
that Luby's Inc. -- which closed its $63 million purchase of
Fuddruckers in July-- said it was abandoning efforts to design a
resolution that would please Mr. Flannery after seeing the former
franchisee espouse "conspiracy theories" and push for
"unreasonable terms" in papers that Flannery's attorneys drafted
to resolve the dispute.

                        About Magic Brands

Headquartered in Austin, Texas, Magic Brands, LLC --
http://www.fuddruckers.com/-- operated 62 Fuddruckers locations
in 11 states and 3 Koo Koo Roo restaurants in California.

Magic Brands and its operating units filed for Chapter 11
protection on April 21, 2010 (Bankr. D. Del. Lead Case No.
10-11310).  It estimated assets of up to $10 million and debts at
$10 million to $50 million in its Chapter 11 petition.  Affiliate
Fuddruckers, Inc., also filed, estimating assets and debts at
$50 million to $100 million.

FocalPoint Securities, LLC, serves as investment banker to Magic
Brands, and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, is the claims and notice agent.

The Official Committee of Unsecured Creditors has tapped Kelley
Drye & Warren LLP as counsel and Klehr Harrison Harvey Branzburg
LLP as co-counsel.

Magic Brands in July 2010 closed the sale of the Fuddruckers
stores and franchise business to restaurant operator Luby's Inc.
for $63.5 million.

Magic Brands, which has changed its name to Deel LLC following the
Luby's sale, filed a liquidating Chapter 11 plan on Jan. 18.  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, said the
Disclosure Statement explaining the Plan indicated that unsecured
creditors should have a "meaningful recovery."  Mr. Rochelle said
there are blanks in the disclosure statement where creditors later
will be told the expected percentage of their recovery.


MARKWEST ENERGY: Moody's Assigns 'B1' Rating to $300 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD4, 65%) rating to
MarkWest Energy Partners, L.P. proposed $300 million senior
unsecured notes due 2021.  The outlook remains stable.  MarkWest
will use the proceeds of the proposed note offering to finance a
tender offer for its $275 million of 8.5% senior unsecured notes
due in 2016.

                        Ratings Rationale

"The new senior unsecured notes will be used to refinance higher
coupon senior unsecured debt and therefore the offering will be
slightly positive from a credit perspective.  However the impact
is not of a magnitude to warrant a change in the Ba3 Corporate
Family Rating at this time," said Stuart Miller, Moody's Senior
Analyst.

Since the last rating announcement on October 19, 2010, the
partnership has issued $138.1 million of common equity which was
used along with borrowings under its revolving credit facility to
purchase EQT Corporation's natural gas processing complex in
Langley, Kentucky and an associated natural gas liquids pipeline
for $230 million in February 2011.  The acquisition expanded
MarkWest's extensive midstream capabilities in Appalachia.

Like many midstream master limited partnerships, MarkWest has
substantial negative free cash flow due to significant growth
capital expenditures and a high distribution payout level.  The
Ba3 CFR reflects the negative free cash flow combined with
relatively high leverage and exposure to commodity price and
volume risk.  Historically, MarkWest has used a disciplined
approach to financing its growth with a balance of equity and
debt.  However, its EBITDA growth has not yet been sufficient to
sustain the ratio of debt to EBITDA below 4.0x (using Moody's
standard adjustments).  Moody's believe the partnership is
strongly positioned within its Ba3 CFR given its history of
issuing equity, the steps taken to grow the proportion of its cash
flow generated from fee-based business, and some modest
improvements in leverage.  However, with the expectation of
continuing, significant negative cash flow after capital
expenditures and distributions, the upside to its CFR is limited.

To satisfy its short term liquidity needs, MarkWest relies on its
senior secured revolving credit facility.  In July 2010, the
partnership amended its credit facility by increasing the amount
to $705 million and by extending the maturity until July 2015.
Pro forma for the new note offering, Moody's expect most, if not
all, of the credit facility to be available to fund capital
expenditures and/or distributions to unit holders.  Therefore,
near term liquidity is more than adequate.

In conjunction with the note offering, the partnership announced a
tender offer for up to $125 million of its 8.75% senior notes due
2018 at a price determined by a modified "Dutch Auction".  The
partnership's ratings will not be affected if this second tender
offer results in an upsize of the proposed note offering, or a
drawdown under the revolving credit facility.

A near term upgrade in the partnership's rating is unlikely given
the expectation for negative free cash flow into the foreseeable
future coupled with its current leverage ratio and underlying
business risk.  A negative action could result if leverage
increases to 5.0x either due to the issuance of additional debt or
a fall off in operating performance.  The last rating action
affecting MarkWest occurred on March 29, 2010, when Moody's
upgraded the CFR and Probability of Default to Ba3 from B1 and
upgraded the senior note rating to B1 (LGD4, 62%) from B2 (LGD 4,
65%).

MarkWest Energy Partners, L.P., is headquartered in Denver,
Colorado.


MIDWEST PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Midwest Properties of Shawano, LLC
        902 North Market Street, Suite 704
        Wilmington, DE 19801

Bankruptcy Case No.: 11-10407

Chapter 11 Petition Date: February 8, 2011

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

Debtor's Counsel: Laraine A. Ryan, Esq.
                  L.O. LARAINE A. RYAN
                  P.O. Box 5733
                  Wilmington, DE 19808-0733
                  Tel: (302) 993-9010
                  E-mail: laraineryan@comcast.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 two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/deb11-10407.pdf

The petition was signed by Naomi Isaacson, managing member.

Debtor-affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
U.S. Acquisitions & Oil, Inc.         10-14121            12/22/10
Midwest Oil of Minnesota, LLC         11-30319            01/19/11


MILLENNIUM MULTIPLE: Seeks 10-Day Exclusivity Extension
-------------------------------------------------------
Millennium Multiple Employer Welfare Benefit Plan is asking the
Bankruptcy Court for a 10-day extension of its exclusivity period.
The Debtor's exclusivity period have been extended via agreements
among the various parties and Court order, and was set to expire
on February 7, 2011.

The Official Committee of Unsecured Creditors filed a joinder in
support of the request.

The Debtor said that in the week leading up to the end of the
current Exclusivity Period, severe winter storms struck Oklahoma
and North Texas, causing various government and private offices,
including the offices of counsel for the Debtor and counsel for
the Creditors Committee, to close for one or more days that week.

On February 3, 2011, the Court notified the parties that it will
announce its ruling on a pending settlement agreement among
various creditor factions in the case, in the afternoon that the
current Exclusivity Period ends.

The Debtor has been working diligently with the Creditors
Committee to finalize both a plan of liquidation and an
accompanying disclosure statement and believes that both will be
ready to file very soon.  However, the inclement weather has cost
some time.  Moreover, the Debtor and Committee believe that the
announcement of the Court's decision on the Settlement Agreement
could require some changes to the draft plan, which changes could
likely be handled with the assistance of the requested extension.

The Debtor also requests that, if the Debtor files a plan within
the Extended Period, the Debtor be granted an additional 60 days
thereafter during which no other party-in-interest may propose a
Plan.

The Debtor indicated it has over $90 million in assets with which
to address any unpaid postpetition obligations and administrative
expense claims once resolutions are reached with various insurance
companies regarding policy loans.

                    About Millennium Multiple

Richardson, Texas-based Millennium Multiple Employer Welfare
Benefit Plan filed for Chapter 11 bankruptcy protection on June 9,
2010 (Bankr. W.D. Okla. Case No. 10-13528).  G. Blaine Schwabe,
III, Esq., at Mock Schwabe Waldo Elder Reeves & Bryant, assists
the Company in its restructuring effort.  Eric D. Madden, Esq.,
and Brandon V. Lewis, Esq., at Diamond McCarthy LLP, in Dallas;
and Kyung S. Lee, Esq., at Diamond McCarthy LLP, and Kiran A.
Phansalkar, Esq., at Conner & Winters LLP, serve as counsel to the
Official Committee of Unsecured Creditors.  The Company estimated
its assets and debts at $50 million to $100 million as of the
petition date.


NACIREMA INDUSTRIES: US Trustee Names 5 Members to Creditors Panel
------------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, held an
organizational meeting on February 8, 2011, at 10:00 a.m. in the
bankruptcy case of Nacirema Industries, Inc.  The meeting was held
at the United States Trustee's Office, One Newark Center, 21st
Floor, Room 2106, Newark, NJ 07102.

The sole purpose of the meeting was to form a committee or
committees of unsecured creditors in the Debtors' cases.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors in the Debtor's Chapter 11 cases.

The Committee members include:

1) Westside Transload, LLC
   5600 Westside Avenue
   North Bergen, NJ 07047
   Tel: (201) 662-8600
   Fax: (201) 662-8518

2) Steven Bottieri
   Local 945 Pension Fund
   585 Hamburg Turnpike
   Wayne, NJ 07470
   Tel: (973) 942-9463
   Fax: (973) 790-6400

3) William Maye
   Local 282 Annuity Fund
   2500 Marcus Avenue
   Lake Success, NY 11042
   Tel: (516) 488-2822
   Fax: (516) 488-4895

4) Bernardino Simoes
   F&S Tire Corporation
   58 Brunswick Avenue
   Edison, NJ 08817
   Tel: (732) 287-8877
   Fax: (732) 287-5286

5) Yolanda Thompson
   Hop Energy
   4 W. Red Oak Lane, Ste. 310
   White Plains, NY10604
   Tel: (914) 304-1309
   Fax: (914) 644-7501

Warren A. Usatine, Esq., and Kenneth Baum, Esq., at Cole Schotz,
serve as counsel for the Committee.

Hudson, New Jersey-based Nacirema Industries, Inc., filed for
Chapter 11 bankruptcy protection on January 28, 2011 (Bankr. D.
N.J. Case No. 11-12339).  Morris S. Bauer, Esq., at Norris
Mclaughlin & Marcus, PA, serves as the Debtor's bankruptcy
counsel. The Debtor estimated its assets and debts at $1 million
to $10 million.


NEW DRAGON: Receives NYSE Amex Notice on Non-Compliance
-------------------------------------------------------
New Dragon Asia Corporation received a letter from NYSE Amex LLC
indicating that the Company no longer complies with the Exchange's
continued listing standards due to the below deficiencies, as set
forth in Section 1003(f) of the Company Guide, and that its
securities are, therefore, subject to being delisted from the
Exchange.

  --  Sections 132(e) and 1003(d) of the Company Guide, in that
      the Company failed to adequately respond to the Exchange's
      information requests.

  --  Section 704 of the Company Guide, in that the Company failed
      to hold an annual meeting during the 2010 fiscal year.

  --  Section 301 of the Company Guide in that the Company failed
      to provide a supplemental listing application in relation to
      all issued shares that have not been previously authorized
      by the Exchange.

  --  Section 1003(f)(v) of the Company Guide in that the Exchange
      Informed the Company on October 5, 2010 that the selling
      price of the Company's Class A common stock was abnormally
      low.  The selling price continues to be abnormally low and
      it is unclear when the Company will be able to hold a
      shareholders' meeting to obtain the authorization for a
      reverse stock split to cure this deficiency; and

  --  Section 1003(f)(iii) of the Company Guide in that the
      Company or its management has engaged in operations, which,
      in the opinion of the Exchange, are contrary to the public
      interest by invalidly issuing the shares of Class A Common
      Stock in excess of the amount permitted under its charter.
      The Company has failed to provide a satisfactory response
      as to how and when it will resolve the problem of such
      shares, as it is unclear when the Company will be able to
      hold its annual meeting and whether the proposed
      ratification of the issuance of the shares at that meeting
      would be effective under Florida law.

The Company has appealed this determination and requested a
hearing before a committee of the Exchange.  There can be no
assurance that the Company's request for continued listing will be
granted.

                          About New Dragon

New Dragon Asia Corp., a Florida corporation is headquartered in
Shandong Province, China and is engaged in the milling, sale and
distribution of flour and related products, including instant
noodles and soybean-derived products, to retail and commercial
customers.  As the fourth largest instant noodle manufacturer in
China, New Dragon Asia markets its well-established Long Feng
brand through a network of more than 200 key distributors and 16
regional offices in 27 Chinese provinces with an aggregate
production capacity of approximately 195,000 tons of flour and
more than 1.1 billion packages of instant noodles per year.
Instant noodles are also exported to a growing number of
countries.


NEW INVESTMENTS: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: New Investments Inc
          dba Carlton Inn
        12233 NE Totem Lake Way
        Kirkland, WA 98034

Bankruptcy Case No.: 11-11311

Chapter 11 Petition Date: February 8, 2011

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

Judge: Marc Barreca

Debtor's Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  E-mail: feinstein2010@gmail.com

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

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

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb11-11311.pdf

The petition was signed by Sheraly Aziz, president.


OSCEOLA TRACE: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Osceola Trace Venture II, LLC
        18753 SE Federal Hwy
        Tequesta, FL 33469

Bankruptcy Case No.: 11-13325

Chapter 11 Petition Date: February 8, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Robert C. Furr, Esq.
                  FURR & COHEN
                  2255 Glades Rd #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  E-mail: bnasralla@furrcohen.com

Estimated Assets: $0 to $50,000

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
U.S. Bank, NA             Contingent liability   $14,000,000
800 Nicollet Mall         (guarantor) on Lennar
Attn: Loan Admin.         Homes MOrtgage
Minneapolis, MN 55402

The petition was signed by Robert L. Miller, member.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Osceola Development Project, LP        10-48806   12/23/10
Osceola Trace Development Corporation  10-48790   12/23/10


PAGE ONE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Page One, Inc.
        11018 Montgomery NE
        Albuquerque, NM 87111
        Tel: (505) 247-0007

Bankruptcy Case No.: 11-10511

Chapter 11 Petition Date: February 8, 2011

Court: U.S. Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: Steven Tal Young, Esq.
                  TAL YOUNG, P.C.
                  20 First Plaza, NW, Suite 500
                  Albuquerque, NM 87102
                  Tel: (505) 247-0007
                  Fax: (505) 764-6099
                  E-mail: talyoung@yahoo.com

Scheduled Assets: $799,183

Scheduled Debts: $1,371,259

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nmb11-10511.pdf

The petition was signed by Steve Morado Stout, president.


PALM HARBOR: $50-Mil. Sale Won't Provide Payment to Stockholders
----------------------------------------------------------------
Palm Harbor Homes, Inc., in a regulatory filing Monday, disclosed
that the filing of its quarterly report on Form 10-Q for the
fiscal period ended December 24, 2010, will be delayed.

The Company has been advised by Ernst & Young LLP, the Company's
independent public accountants, that it will not be able to
commence its review of the Company's financial statements for the
fiscal quarter ended December 24, 2010, until it is formally
retained pursuant to an order of the U.S. Bankruptcy Court for the
District of Delaware.  E&Y has informed the Company that the
earliest that it will be able to commence its review is
February 18, 2011.

Accordingly, it is highly unlikely that the Company will be able
to file the Form 10-Q prior to the sale of the Company pursuant to
an auction to be conducted by the Bankruptcy Court which is
currently scheduled to occur on March 1, 2011.

As of January 31, 2011, the Company projects that it will have
approximately $155 million of debt by the time the auction
concludes and the sale closes.  Accordingly, assuming that strict
payment priorities under the bankruptcy code are applied to
distribution of the sale proceeds (and that some or all of its
liabilities are not otherwise assumed by the successful purchaser)
holders of common equity would likely not be entitled to receive
any recovery on account of their equity until all of the Company's
liabilities are first paid.

At present, the Company's "stalking horse" purchaser has submitted
a bid under its asset purchase agreement of approximately
$50 million plus the assumption of certain obligations.  The
auction is scheduled to occur on March 1, 2011.  Accordingly,
following the sale, it is likely that the Company's current equity
will be extinguished for no value.  For the reasons stated above,
the Form 10-Q may not be filed prior to any extinguishment of the
Company's equity interests.  Once the Company no longer has any
outstanding equity securities, it will seek to suspend its
obligation to file periodic reports with the Securities and
Exchange Commission.

                     About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor filed for Chapter 11 bankruptcy protection on
November 29, 2010 (Bankr. D. Del. Case No. 10-13850).  It
disclosed $321,263,000 in total assets and $280,343,000 in total
debts.

Affiliates Palm Harbor Albemarle, LLC (Bankr. D. Del. Case No.
10-13849), Palm Harbor Real Estate, LLC (Bankr. D. Del. Case No.
10-13851), Palm Harbor GenPar, LLC (Bankr. D. Del. Case No.
10-13852), Palm Harbor Manufacturing, LP (Bankr. D. Del. Case No.
10-13853), and Nationwide Homes, Inc. (Bankr. D. Del. Case No.
10-13854) filed separate Chapter 11 petitions.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James And Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.


PASOS HOMES: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Pasos Homes Health, Inc.
        aka Pasos Homes Health
        6028 Surety Drive
        El Paso, TX 79905

Bankruptcy Case No.: 11-30230

Chapter 11 Petition Date: February 9, 2011

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: Carlos A. Miranda, III, Esq.
                  CARLOS A. MIRANDA, III & ASSOCIATES P.C.
                  5915 Silver Springs, Bldg 7
                  El Paso, TX 79912
                  Tel: (915) 587 5000
                  Fax: (915) 587 5001
                  E-mail: cmiranda@mirandafirm.com

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

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

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

The petition was signed by Joseph Olowe, president.


PETTERS CO: District Court Approves Vennes Asset Distribution Plan
------------------------------------------------------------------
District Judge Ann D. Montgomery has granted a joint request by
Frank E. Vennes, Jr., Metro Gem Inc., and various defendants, and
receiver Gary Hansen for approval of a plan to distribute
receivership assets of the Vennes Defendants.  The District Court
also approved a request by Barry Mukamal, the Chapter 11
Bankruptcy Trustee for Palm Beach Finance Partners, L.P. and Palm
Beach Finance II, L.P., to intervene for the limited purpose of
objecting to the Plan.

The Asset Distribution Plan proposes to distribute substantially
all of the assets currently held in the Vennes receivership to
certain of the Vennes Defendants' creditors and investors.  With
the exception of three banks that extended traditional loans to
the Vennes Defendants, the Vennes Creditors are individuals and
investment groups who were a source of investment funds to the
Vennes Defendants in what was later discovered to be a complex
Ponzi scheme orchestrated by Thomas Petters.  When the scheme
collapsed, many of the Vennes Creditors suffered large financial
losses.

The Asset Distribution Plan is strongly supported by the U.S.
Government and a number of Vennes Creditors.  The Plan is opposed
by Douglas A. Kelley, the Chapter 11 Bankruptcy Trustee for
Petters Company, Inc., and the Palm Beach Trustee.

The case is United States of America, v. Thomas Joseph Petters;
Petters Company, Inc., a/k/a PCI; Petters Group Worldwide, LLC;
Deanna Coleman, a/k/a Deanna Munson; Robert White; James Wehmhoff;
Larry Reynolds and/or d/b/a Nationwide International Resources,
a/k/a NIR; Michael Catain and/or d/b/a Enchanted Family Buying
Company; Frank E. Vennes, Jr., and/or d/b/a Metro Gem Finance,
Metro Gem, Inc., Grace Offerings of Florida, LLC, Metro Property
Financing, LLC, 38 E. Robinson, LLC, 55 E. Pine, LLC, Orlando
Rental Pool, LLC, 100 Pine Street Property, LLC, Orange Street
Tower, LLC, Cornerstone Rental Pool, LLC, 2 South Orange Avenue,
LLC, Hope Commons, LLC, Metro Gold, Inc.; Douglas A. Kelley,
Receiver; Gary Hansen, Receiver; Barry E. Mukamal, Liquidating
Trustee of Palm Beach Finance Partners, L.P. and Palm Beach
Finance II, L.P.; Applicant Intervenor, Case No. 08-cv-5348
(D. Minn.).

A copy of the District Court's Memorandum Opinion and Order
dated January 25, 2011, is available at http://is.gd/X4DgDJfrom
Leagle.com.

                        About Petters Group

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

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.  Petters Company, Petters Group
Worldwide and eight other affiliates filed separate petitions for
Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on
Oct. 11, 2008.  James A. Lodoen, Esq., at Lindquist & Vennum
P.L.L.P., represents the Debtors as counsel. In its petition,
Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on October 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PHILADELPHIA RITTENHOUSE: Files Schedules & Statement
-----------------------------------------------------
NetDockets reports that Rittenhouse Developer, L.P. filed its
schedules of assets and liabilities and statement of financial
affairs with the bankruptcy court.  The report relates that these
documents provide significant detail into the company's
liabilities (including specifics as to whom the obligations are
owed) and the financial results of the company over the past
several years.

According to netDockets, the Company's debts are listed at a total
of $195.7 million, with approximately $5.7 million being owed to
unsecured general creditors and the balance being owed to iStar
Tara, the company's secured lender.   The company's assets are
much less clear, with its real property assets (two commercial
units and 107 unoccupied residential units) being listed as having
a currently "unknown" value, the report notes.

The Company's only other assets are $287,114 in personal property,
according to the Company's court filings, the report adds.

                About Philadelphia Rittenhouse

Philadelphia Rittenhouse Developer, L.P. is a joint venture
between ARC Properties, Inc., based in Clifton, New Jersey, and
Philadelphia-based Wheeler Brothers Holdings, LLC.  The Company
was formed to develop 10 Rittenhouse Square, a 33-story
condominium building in Philadelphia.

Rittenhouse Developer filed for chapter 11 bankruptcy in response
to an action in Pennsylvania state court seeking to appoint a
receiver for the development project, which was brought by one of
the Company's lenders, iStar Tara, LLC.

Philadelphia Rittenhouse filed a Chapter 11 petition on Dec. 30,
2010 (Bankr. E.D. Pa. Case No. 10-31201).  Albert A. Ciardi, III,
Esq., at Ciardi Ciardi & Astin, P.C., serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$100 million to $500 million.  iStar Tara, LLC is represented in
the chapter 11 case by the firm of Blank Rome LLP.


POINT BLANK: Creditor Objects to Disclosure Statement
-----------------------------------------------------
Carla Main at Bloomberg News reports that creditor David Brooks
has objected to the disclosure statement explaining Point Blank
Solutions Inc.'s Chapter 11 plan.  Mr. Brooks contends objected
that the disclosure statement "omits critical information
regarding the funding and subsequent rejection" by Point Blank and
affiliates of a settlement agreement relevant to the bankruptcy
estate.

Point Blank, the Bloomberg report discloses, had argued at the
time it rejected the agreement that it could recover $32 million
by proceeding with the underlying action rather than settling.

                        Point Blank Plan

As reported in the Jan. 18, 2011 edition of the Troubled Company
Reporter, the U.S. Bankruptcy Court for the District of Delaware
will convene a hearing on February 14, 2011, at 2:00 p.m.
(prevailing Eastern time), to consider adequacy of the Disclosure
Statement.  Objections, if any, are due February 8, at 4:00 p.m.

Approval of the Disclosure Statement is required before the Debtor
can send the Plan to creditors for voting, and then seek approval
of the Plan at a confirmation hearing.

The Plan Proponents are the Debtors, the Official Committee of
Unsecured Creditors, the Official Committee of Equity Security
Interest Holders, Privet Fund Management LLC, as investment
manager for Privet Opportunity Fund I, LLC and Privet Fund LP,
Privet Opportunity Fund I, LLC, Prescott Group Capital Management,
LLC, and Lonestar Capital Management, LLC, as investment advisor
to Lonestar Partners, LP and manager of PB Funding, LLC.

The Plan contemplates the reorganization and continuation of the
Debtors' business through a restructuring of each Debtor's debt
obligations and the generation of new capital through a Rights
Offering of new common stock in the Reorganized Debtors,
backstopped by the Backstop Parties.  The Rights Offering,
combined with the Debtors' available cash from operations going
forward and exit financing, if necessary and available, will
provide the funding necessary to consummate the Plan and pay
remaining secured and unsecured creditors in accordance with the
terms of the Plan.  All of the prepetition equity Interests in
Parent will be surrendered, and 100% of the equity securities
interests in the Reorganized Parent will be acquired pursuant to
the Rights Offering.

Generally, the Plan is structured around three key components.

   a) The Rights Offering/Direct Subscription.  In addition to
      cash on hand and an Exit Facility, if one is necessary and
      available, the Debtors intend to fund their reorganization
      effort-including the payment of all amounts due under the
      Plan-through the issuance and sale of shares of New Common
      Stock in Reorganized Parent in a minimum amount of
      $15,000,000 and (subject to certain consents and other
      conditions) up to a maximum of $25,000,000.  The New Common
      Stock will be sold (i) through a Rights Offering to eligible
      holders of Allowed General Unsecured Claims and Allowed Old
      Equity Interests, backstopped by the Debtors' existing DIP
      Lenders, and (ii) through a direct subscription of shares to
      two of the existing DIP Lenders, Privet and Prescott.

   b) The Inter-Debtor Compromise.  The Plan Proponents have
      identified several potential Claims, Causes of Action and
      other disputes that may exist between the several Debtors,
      including existing and potential disputes regarding (i) the
      value and disposition of Intercompany Claims, (ii) the
      valuation of the individual Debtor's Estates, (iii) the
      individual Debtor's respective ownership interest in certain
      potentially valuable lawsuits, (iv) the susceptibility of
      two or more of the Debtors' Estates to substantive
      consolidation and (v) the consideration, if any, that should
      be paid by Parent to retain its existing Interests in the
      Debtor Subsidiaries.

   c) The Recovery Trust. Under the Plan, holders of Allowed
      General Unsecured Claims, Allowed Subordinated Unsecured
      Claims, Allowed Class Action Claims and Allowed Old Equity
      Interests will be issued beneficial interests in a Recovery
      Trust established for the purpose of liquidating certain
      assets and distributing the proceeds thereof to the trust
      beneficiaries and making certain disbursements or
      distributions to Reorganized Parent.  On the Effective Date,
      the Reorganized Debtors will fund a Recovery Trust with a
      cash payment of $3 million, an additional $1 million for
      expenses and rights to certain potentially valuable Causes
      of Action, the proceeds of which will be distributed to the
      beneficiaries of the Recovery Trust in accordance with the
      waterfall.

The Debtors intend to pay in full administrative claims and
secured claims.

General unsecured claims will receive ratable proportion of
distributions from the recovery trust, and rights to participate
in the rights offering.  Holders of subordinated unsecured claims
will receive ratable proportion of distributions, if any, from the
recovery trust after payment in full of the general unsecured
claims.

Holders of equity interests will receive ratable proportion of
distributions from the recovery trust, pari passu, and rights to
participate in the rights offering.

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/POINTBLANK_DS.pdf

                        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.


PRO FIT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Pro Fit Optix, Inc.
        262 Crystal Grove Blvd.
        Lutz, FL 33548

Bankruptcy Case No.: 11-13387

Chapter 11 Petition Date: February 9, 2011

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  SHRAIBERG, FERRARA, & LANDAU P.A.
                  2385 NW Executive Center Dr. #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  E-mail: bshraiberg@sfl-pa.com

Estimated Assets: $0 to $50,000

Estimated Debts: $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/flsb11-13387.pdf

The petition was signed by Charles Posternack, board member.


QSGI INC: Plan Outline Approved; March 21 Confirmation Hearing Set
------------------------------------------------------------------
In a regulatory filing Tuesday, QSGI Inc. discloses that on
February 2, 2011, the United States Bankruptcy Court for Southern
District of Florida, West Palm Beach Division entered its order
approving the Company's Plan of Reorganization and Disclosure
Statement, as filed with the Court on February 1, 2011.

The deadlines set by the court are as follows:

  a. February 9, 2011, the proponents deadline for serving the
     order, disclosure statement, plan and ballot;

  b. February 9, 2011, deadline for objections to claims;

  c. February 28, 2011, deadline for fee applications;

  d. March 7, 2011, proponent's deadline for serving notice of fee
     application;

  e. March 7, 2011, deadline for objections to confirmation;

  f. March 7, 2011, deadline for filing ballots accepting or
     rejecting plan;

  g. March 16, 2011, proponent's deadline for filing proponents
     report and confirmation affidavit;

  h. March 21, 2011, 9:30 a.m. EST, confirmation hearing.

Under the proposed Plan, Debtor QSGI, Inc., will be reorganized
and continue in existence as a publicly traded entity pursuant to
the restructuring plan set forth in Article 6 and 7 of the Plan as
the Reorganized Debtor.  The purpose of the Plan is to create a
marketable entity which will merge with another entity, KruseCom,
LLC, on the Effective Date and provide recovery to the creditors
of the Debtors.

KruseCom is a Florida limited liability company founded by present
and former employees of the Debtors, in September 2009.  KruseCom
has eight (8) employees of which (7) of them are former QSGI
employees.

Pursuant to the Plan, holders of Allowed General Unsecured Claims
will receive a pro-rata distribution of 10,000,000 shares of
Additional Common Stock in the Reorganized Debtor and a pro-rata
distribution of the $50,000 Unsecured Carve-Out upon the Effective
Date.  KruseCom in exchange for providing the capital and
necessary assets to implement the restructuring transactions and
the Plan, will receive 190,000,000 of the shares of stock in the
Reorganized Debtor.

The lawful holders of common stock in the Debtors and all other
Equity Interests and Claims will retain all common stock and
Equity Interests under the Plan.

A copy of QSGI, Inc., et al.'s Third Amended Disclosure Statement
is available for free at http://bankrupt.com/misc/QSGI.DS.pdf

                         About QSGI Inc.

Palm Beach, Florida-based QSGI, Inc., et al., operated as a
technology services provider, offering a full suite life-cycle for
their corporate and government clients' entire information
technology platform.  The Debtors serviced three separate business
segments: Data Center Maintenance Services; Data Security and
Compliance; and Network Infrastructure Design and Support.  The
Debtors filed for Chapter 11 protection on July 2, 2009 (Bankr.
S.D. Fla. Lead Case No. 09-23658).  Michael A Kaufman, Esq., at
Michael A. Kaufman, P.A., in West Palm Beach, Fla., represents the
Debtors as counsel.

In its schedules, QSGI, Inc., disclosed $8,511,894 in assets and
$11,110,417 in liabilities.

On September 24, 2009, the Bankruptcy Court approved the sale of
substantially all of the assets of the DSC division of QSGI to
Victory Park Capital, and the sale of substantially all assets of
the DCM division of Qualtech Services Group, Inc., to SMS
Maintenance, LLC.  Following the closing of the DSC Sale and the
DCM Sale, the Debtors ceased substantially all business
operations.


RAINIER MOVING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rainier Moving Systems, Inc.
        7115 132nd Place SE
        Newcastle, WA 98059

Bankruptcy Case No.: 11-11332

Chapter 11 Petition Date: February 8, 2011

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

Debtor's Counsel: James W. Shafer, Esq.
                  SHAFER & BAILEY
                  1218 3rd Avenue, Suite 1808
                  Seattle, WA 98101
                  Tel: (206) 682-4802
                  E-mail: jameswshafer@qwestoffice.net

Scheduled Assets: $518,000

Scheduled Debts: $1,298,832

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb11-11332.pdf

The petition was signed by Donald Arroyo, president of Rainier
Moving Systems, Inc.


RDK TRUCK: Section 341(a) Meeting Scheduled for March 2
-------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of RDK Truck
Sales & Service, Inc.'s creditors on March 2, 2011, at 1:30 p.m.
The meeting will be held at Room 100-B, 501 East Polk St.,
(Timberlake Annex), Tampa, Florida.

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.

Tampa, Florida-based RDK Truck Sales & Service, Inc., specializes
in both the sale and rental of new and reconditioned waste
management vehicles.  It filed for Chapter 11 bankruptcy
protection on February 1, 2011 (Bankr. M.D. Fla. Case No. 11-
01877).  Alberto F Gomez, Jr., Esq., at Morse & Gomez, PA, serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million.


RDK TRUCK: Has Interim OK to Hire Morse & Gomez as Bankr. Counsel
-----------------------------------------------------------------
RDK Truck Sales And Service, Inc., sought and obtained interim
authorization from the U.S. Bankruptcy Court for the Middle
District of Florida to employ Morse & Gomez, P.A., as bankruptcy
counsel.

M&G will, among other things:

     a. give the Debtor legal advice with respect to its duties
        and powers as Debtor;

     b. take necessary steps to set aside preferential transfers;

     c. prepare motions, notices, pleadings, petitions, answers,
        orders, reports and other legal papers required in the
        Debtor's bankruptcy case; and

     d. assist the Debtor in taking legally appropriate steps to
        effectuate the continued operations of the Debtor.

The Debtor paid a $32,388.10 prepetition retainer to M&G.  of the
total amount received, approximately $7,812.80 is related to
representation of the Debtor relating to potential work-out
settlement efforts.  Accordingly, the amount of $24,575.30 is the
prepetition bankruptcy retainer.  The Debtor also paid the court
filing fee of $1,039.

Alberto F. Gomez, Jr., Esq., a shareholder at M&G, assured the
Court that it does not hold or represent any interest adverse to
the Debtor, its estate, its creditors or any other party with an
actual or potential conflict in its Chapter 11 case.

The Court has set a final hearing for February 22, 2011, at
2:00 p.m. on the Debtor's request to employ M&G as bankruptcy
counsel.

Tampa, Florida-based RDK Truck Sales & Service, Inc., specializes
in both the sale and rental of new and reconditioned waste
management vehicles.  It filed for Chapter 11 bankruptcy
protection on February 1, 2011 (Bankr. M.D. Fla. Case No. 11-
01877).  The Debtor estimated its assets and debts at $10 million
to $50 million.


RIVERSIDE COUNTY: S&P Assigns Negative Outlook on 'BB-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch with
negative implications its 'BB-' long-term rating on Riverside
County Public Financing Authority, Calif.'s $50.6 million series
1999 certificates of participation, issued on behalf of Air Force
Village West Inc.  Standard & Poor's assigned a negative outlook
to the rating.  S&P had placed the rating on the 1999 COPs on
CreditWatch pending the outcome of discussions between AFVW and
its bondholders and letter of credit bank over waivers of its
occupancy and debt service coverage ratio covenant violations
under the terms of AFVW's 1999 COPs and 2005 variable-rate demand
bonds.  Standard & Poor's does not rate the series 2005 bonds,
which are credit enhanced by a KBC Bank LOC.

AFVW did not meet the minimum covenant levels for fiscal 2009 and,
according to management, has not met the minimum covenant levels
for fiscal 2010 (ended December 31).  S&P assigned the negative
outlook because AFVW and the parties to the bond agreements have
not finalized an agreement to waive the covenant violations for
fiscal 2009 or for fiscal 2010.  AFVW management has told us that
a waiver of the fiscal 2009 covenant violations has been agreed to
in principal pending resolution of certain issues related to the
engagement of outside consultants.  Discussions about a waiver of
the fiscal 2010 covenant violations are still underway.  Failure
to finalize the agreement on the fiscal 2009 waivers, or the
failure of the parties to reach an agreement related to fiscal
2010, could result in acceleration of the bonds.

"The negative outlook also reflects S&P's view of AFVW's weak
independent-living occupancy levels, continued operating losses
through the 11-month interim period ended Nov. 30, 2010, and
uncertainty about future operations," said Standard & Poor's
credit analyst Karl Propst.  "While AFVW currently has cash in
excess of its variable-rate debt exposure, if unrestricted cash
were to cover a portion or all of its variable-rate debt,
liquidity would be diminished, and, in S&P's opinion, would likely
result in another rating downgrade."

In fiscals 2008 and 2009, AFVW breached covenants under its series
1999 and 2005 bond agreements, including rate and occupancy
violations.  Management obtained waivers from its bondholders and
KBC Bank related to fiscal 2008, and was able to issue the fiscal
2008 audit.  S&P understand that management is currently working
with investors and KBC Bank to obtain waivers with respect to the
covenant violations related to fiscals 2009 and 2010.  S&P
understand that due to the ongoing negotiations, AFVW has also
delayed the final fiscal 2009 audit as will likely be the
situation with the fiscal 2010 audit.  For analytical purposes
Standard & Poor's used AFVW's fiscal 2009 draft audited statements
and internal financial statements through Nov. 30, 2010.  S&P has
obtained a copy of AFVW's income statement through the fiscal year
end December 31; however, a full-year balance sheet has not been
finalized.


ROBERT PODZEMNY: Can Use Cash for 2011 Cattle and Corn Crop
-----------------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz granted Robert J. Podzemny's
Supplemental Motion for Order Authorizing Use of Cash Collateral
for the 2011 Grazing Cattle and Corn Crop, filed January 13, 2011,
subject to certain adequate protection and additional conditions
outlined by the Court.

Mr. Podzemny seeks to use more than $12 million in cash
collateral: 1) up to $800,0001 to develop an additional 750 acres
of farmland on the Mock Farm that includes installation of an
irrigation system on that acreage; 2) roughly $4.5 million to
plant, cultivate and harvest a 2011 corn crop on roughly 7,170
acres, including the newly developed acreage; 3) roughly $6
million of cash collateral to acquire up to 9,000 head of wheat
cattle in February, March and April 2011; and 4) roughly $1.2
million to acquire up to 2,000 head of cattle to graze on grass
pasture.  The Debtor also seeks use of cash collateral to graze
and care for the newly acquired cattle.

Great Plains Ag Credit, P.C.A and Great Plains Ag Credit,
F.L.C.A., object to use of cash collateral to develop 750 acres of
land and expand farming operations on the Mock Farm.  GPAC asserts
that expansion of the Mock Farm is outside the ordinary course of
the Debtor's business, should not be permitted on 14 days' notice
with minimal disclosure, and that development of the Mock Farm is
the first step of a sub rosa plan.  GPAC further objects to the
Debtor acquiring more than 4,500 head of wheat pasture cattle in
the first half of 2011 because it is concerned that if the
conditions in 2011 are dry, there is too great a risk that the
wheat pasture will not support more than 4,500 head of cattle,
particularly in view of the water needed to grow the corn crop.
GPAC further argues that the Debtor's proposed use of cash
collateral would not leave GPAC adequately protected.  GPAC
believes that the Debtor's plan of reorganization fails to reduce
his operations to a more manageable and realistic level in light
of the Debtor's age, and urges that the Debtor should be required
to rein in his operations and use available cash to pay down debt.
Subject to adequate protection consistent with prior cash
collateral orders in the Debtor's case, and additional adequate
protection payments, GPAC consents to the Debtor's use of cash
collateral to plant, cultivate and harvest a corn crop on the
Debtor's existing irrigated farmland and to the use of cash
collateral for the Debtor to acquire, graze and care for up to
4,500 head of wheat pasture cattle and up to 2,000 head of grass
pasture cattle.

The Official Committee of Unsecured Creditors supports the
Debtor's request to use cash collateral to purchase additional
cattle at the levels he requests, but objects to the Debtor's
request to use cash collateral to develop the Mock Farm and grow a
corn crop on 750 acres of the Mock Farm in 2011 because of its
concern that the Mock Farm cannot be developed in time to plant a
corn crop for 2011.

Dalhart Consumers Fuel Association, Inc., a holder of an unsecured
nonpriority claim in the amount of $878,893.95, objects to
expenditures to develop and farm the Mock Farm on the ground that
it would put at risk the distributions to be made to Dalhart under
the Debtor's proposed plan of reorganization.  Dalhart views the
Debtor's request to develop the Mock Farm as an expansion of the
Debtor's business outside his ordinary course of operations.

Judge Jacobvitz said GPAC's interest in cash collateral is
adequately protected, subject to those conditions outlined by the
Court.  Judge Jacobvitz also held that planting the 2011 corn crop
on existing farmland, purchasing up to 9,000 head of cattle to
graze on wheat and grass pasture in 2011, and developing the Mock
Farm to plant a corn crop in 2011 on 750 acres falls within the
Debtor's sound business judgment and does not impermissibly
interfere with the pending competing plans.

A copy of the Bankruptcy Court's February 8, 2011 Memorandum
Opinion is available at http://is.gd/yFIiWgfrom Leagle.com.

               About Podzemny and 7-H Cattle Feeders

Sedan, New Mexico-based Robert Joseph Podzemny, aka Bob Podzemny,
has roughly 38 years of experience farming crops and raising
cattle.  His farms include the Apache Farm, Mock Farm, Perico Farm
and Sedan Farm.  Mr. Podzemny's current business operations
consist primarily of growing corn on roughly 6,400 acres of
irrigated land, pasturing cattle on roughly 6,500 acres of wheat,
and pasturing cattle on grass.

Mr. Podzemny filed a voluntary Chapter 11 petition (Bankr. D. N.M.
Case No. 09-14226) on September 17, 2009.  7-H Cattle Feeders,
Inc., filed a voluntary Chapter 11 petition (Bankr. D. N.M. Case
No. 09-14232) on September 19, 2009.  The two cases are now
jointly administered under Case No. 09-14226.  George M. Moore,
Esq. -- mbglaw@swcp.com -- at Moore, Berkson & Gandarilla, P.C.,
in Albuquerque, New Mexico, serves as the Debtors' counsel.
Michael K. Daniels, Esq. -- mdaniels@nm.net -- serves as counsel
to 7-H.  In Mr. Podzemny's petition, he estimated $50 million to
$100 million in assets and debts.  The Unsecured Creditors
Committee is represented by Jennie D. Behles, Esq., in
Albuquerque, New Mexico.

Mr. Podzemny is the sole owner of 7-H.  Mr. Podzemny continues in
the management and possession of his business and property as
debtor in possession.

GPAC, on the one hand, and Mr. Podzemny and 7-H, on the other,
have filed competing plans.  It is likely that a confirmation
hearing on the competing plans will be conducted in the first half
of 2011.  The GPAC plan is largely a liquidating plan.  The
Debtor's plan is largely a plan to restructure debt and continue
operations.


ROUND TABLE PIZZA: Files for Chapter 11 to Close "Some" Stores
--------------------------------------------------------------
Round Table Pizza Inc., known for making "The Last Honest Pizza,"
together with three affiliates, filed for Chapter 11 protection
(Bankr. N.D. Calif. Lead Case No. 11-41431) in Oakland,
California, on Feb. 9, 2011.

Round Table said in a statement the Chapter 11 filing is designed
to improve the Company's cash flow and stabilize its business
through recapitalization of its debt and renegotiation of above-
market leases.  Despite improving business performance and expense
reductions, the company said seeking legal protection under
Chapter 11 was necessary to improve the company's competitiveness
as the economy recovers.

Round Table's first restaurant opened in Menlo Park, California in
1959.  Over the past 50 years, Round Table has grown to dominate
the Northern California market for pizza, to become a major West
Coast chain, with nearly 500 stores in seven States, and to engage
in international development.  During the same period, Round Table
diversified from acting exclusively as a franchisor to also
operating company owned stores, ultimately acquiring and
developing 140 company-owned stores and swelling its employee base
from 70 to a peak of over 3,000 employees.

At present, there are 355 franchised stores, with 148 franchisees.
Round Table operates 128 company-owned stores.  System revenues
are in excess of $400 million, according to the Company.

According to Round Table, the Chapter 11 filing will not impact
the restaurants operated by franchisees.  Round Table, however,
said that it will close some unprofitable, company-owned
restaurants but stressed that most of its company-owned locations
and all of its franchised locations will remain open, with minimal
impact on consumers.

"Our company has experienced consistent growth and management has
been responsive to the difficult economic environment," explained
Rob McCourt, the Company's President who has also been appointed
CEO by the Board of Directors.  "Unfortunately, we are compelled
to take further steps, including this reorganization plan, to
meaningfully address the high cost of our capital and above-market
leases.

"Round Table remains open for business and fully operational, and
we will continue to serve our customers The Last Honest Pizza,"
said McCourt.

McCourt also said that the company was placing a high priority on
communication to employees, franchisees, vendors, and other key
audiences through the reorganization process, which is expected to
take approximately 6 to 12 months.

                       Road to Bankruptcy

Mr. McCourt says having enjoyed consistent profitable expansion
over the preceding decade, Round Table sought a new credit
facility that would support further expansion, including a planned
acquisition of more than 35 stores.  In February of 2007, Round
Table closed a $65 million credit facility jointly provided by
General Electric Capital Corporation and The Prudential Insurance
Company of America, providing it with the ability to fund further
expansion.

In late 2007, however, due to the "Great Recession," management
halted the growth which had driven the Company for the preceding
decade, shelving the plans to acquire more than 35 stores and
ultimately terminating all efforts to acquire or develop new
company stores, Mr. McCourt said.

He added that as the Great Recession continued, the Company
focused on reducing expenses.  General administrative and overhead
expenses were reduced from $12.2 million dollars in 2006 to $6
million dollars in 2009, while Round Table increased market share
by 4% during the same period.  Round Table's management also
reduced costs above the company store level, ultimately engaging
in 5 rounds of lay-offs and severing a total of 54 employees.

Mr. McCourt adds that in the midst of the Great Recession, Round
Table was required to address and resolve two wage and hour class
action lawsuits.  Aggregate costs associated with this litigation
exceeded $4.3 million, imposing additional strains on the
company's liquidity.  Unpaid obligations under the class action
settlements currently aggregate about $380,000.

In 2010, the pizza market became extremely price competitive as a
result of the Great Recession.  Round Table could not materially
reduce the cost of its ingredients, since it had established its
reputation as "the last honest pizza."  The lower margins during
this period put additional stress on Round Table's profitability.

Recognizing that the operations of the chain following the Great
Recession could not support the principal repayment schedule in
the GECC/Prudential credit facility, Round Table's management
concluded that the chain should be sold in order to retire the
debt.  In June 2010, Round Table retained North Point Advisors as
its investment banker, and began efforts to sell the company.
Round Table engaged in serious negotiations with two potential
acquirers at values which would permit it to pay all creditors and
fund a return to the Employee Stock Ownership Plan (ESOP), which
owns all of its equity.

"Recently, Round Table received a contingent opportunistic offer
which, if ultimately consummated, might have yielded at most
partial payment to unsecured creditors.  Believing that its value
was materially in excess of its debts, consistent with the recent
ESOP appraised value of $45 million, Round Table concluded that
the interests of creditors and the ESOP were better served by a
Chapter 11 reorganization," Mr. McCourt said.

Over the first 4 to 6 months of its Chapter 11 case, Round Table
intends to close unprofitable stores and to renegotiate leases
with respect to its marginal stores.  Within 4 to 6 months, Round
Table expects that its remaining base of company-owned stores will
be stable and profitable.

                      About Round Table Pizza

Round Table Pizza, Inc. -- http://www.roundtablepizza.com/-- is a
private, 100% employee-owned company with corporate offices based
in Concord, California.  Round Table is largely owned by an
Employee Stock Ownership Plan, with 3,190 participants.  The ESOP
is designed and intended to provide a source of retirement income
to Round Table's loyal, long-term employees.




ROUND TABLE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Round Table Pizza, Inc., a California Corporation
        1320 Willow Pass Road, Suite 600
        Concord, CA 94520

Bankruptcy Case No.: 11-41431

Chapter 11 Petition Date: February 9, 2011

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

Judge: Roger L. Efremsky

About the Debtor: Round Table Pizza, Inc. --
                  http://www.roundtablepizza.com/-- is a private,
                  100% employee-owned company with corporate
                  offices based in Concord, California.  Known for
                  making "The Last Honest Pizza," the Company has
                  355 franchised stores and 128 company-owned
                  stores.

Debtor's Counsel: Scott H. McNutt, Esq.
                  MCNUTT LAW GROUP
                  188 The Embarcadero, #800
                  San Francisco, CA 94105
                  Tel: (415)995-8475
                  E-mail: SMcNutt@ml-sf.com

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

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

The petition was signed by Ted Storey, officer.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Round Table Development Company       11-41432            02/09/11
The Round Table Franchise Corporation 11-41433            02/09/11
Round Table Pizza Nevada LLC          11-41434            02/09/11

Round Table Pizza Inc.'s List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Saladinos Inc.                     --                   $1,293,618
P.O. Box 12266
Fresno, CA 93779

Assal Corporation                  --                      $17,852
1601 N. California Boulevard
Walnut Creek, CA 94596

Pepsi-Cola Co                      --                      $15,264
P.O. BOX 841828
Dallas, TX 75284

Paper-Net                          --                       $6,466

McDermott Will and Emery           --                       $6,391

Edwards Global                     --                       $6,000

Nevada Dept. of Taxation           --                       $5,991

State of Nevada Employment         --                       $5,565
Contributions Section

Swisher Hygiene                    --                       $5,483

Davis Wright Tremaine LLP          --                       $5,358

Russin & Vecchi LLC                --                       $4,672

Malioboro Inc.                     --                       $4,364

P & D Appliance Center             --                       $3,482

Faria Printing                     --                       $3,227

East West Refridgeration           --                       $3,029

Airgas NCN                         --                       $2,651

Dell Financial                     --                       $2,629

AT and T                           --                       $2,473

CBC Mechanical, Inc.               --                       $2,451

Griffiths Printing                 --                       $2,376


SANTA ROSA BAY: $2.2MM July Bond Payment Looms for Bo's Bridge
--------------------------------------------------------------
Eric Morath, writing for Dow Jones' Daily Bankruptcy Review,
reports that the Garcon Point Bridge, a toll bridge in Florida's
panhandle, may not have the funds necessary to make future
interest payments.  DBR, citing the Northwest Florida Daily News,
says the toll bridge could become the latest privately funded road
to find itself in bankruptcy.

Santa Rosa Bay Bridge Authority issued $95 million in bonds for
the construction of the Garcon Point Bridge in 1996.  It also
borrowed $7.5 million from the DOT.  The toll collections would be
used to pay the debt.  However, actual traffic failed to reach
projections since the bridge opened in 1999.  If the bridge
authority can't make the interest payments, the bridge could be
turned over to its bondholders or taken over by the state.  Both
of those actions could happen through bankruptcy proceedings.

According to NWF Daily News, Morgan Lamb, the sole remaining
member of the Santa Rosa Bay Bridge Authority, said last week that
if everything breaks right -- "if traffic goes up the way it has
been" -- the bridge authority could collect enough in tolls to
make a bond payment of about $2.2 million July 1.

"After that we're in trouble," he said.

Garcon Point Bridge is nicknamed "Bo's Bridge," as it was a
favorite project of disgraced former state House speaker Bolley
Johnson.  The former politician and his wife were found guilty of
tax evasion in 1999.

According to NWF Daily News, in October, when the bridge authority
still had enough members to have a quorum, they listened to a
proposal from ACA Financial Corp.  The group was working to
contact 51% of the bridge's bond holders to request that they
consider refinancing the existing bonds.  That idea was rejected
in January, according to David Tassinari of the Florida
Transportation Commission.

According to NWF Daily News, State Sen. Don Gaetz said the bridge
authority's deteriorating financial situation merits a discussion.
Sen. Gaetz points to these scenarios in the event of the
$95 million toll bridge declares bankruptcy:

(1) Ownership of the bridge "go back to the bondholders so they
     can decide what to do with it."

(2) The state can to offer to take the bridge off of the hands of
     the bond holders at a significant discount.  The DOT could
     then take it over and get taxpayers "off the hook."

(3) The state could bail out the bond holders and assume
     the millions of dollars in debt they are going to find
     themselves saddled with if the bridge goes under.

Mr. Gaetz said though that he would oppose a bailout, the report
relates.


SHUBH HOTELS PITTSBURGH: Lenders Plan Outline Hearing on March 8
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
has continued to March 8, 2011, at 10:00 a.m. the hearing on the
disclosure statement explaining the Chapter 11 plan filed by
Carbon Capital II Real Estate CDO 2005-1, Ltd., and loan
administrator Blackrock Financial Management, Inc., for Debtor
Shubh Hotels Pittsburgh, LLC.

As reported in the Troubled Company Reporter on January 13, 2011,
mortgage lender Carbon Capital II is challenging Shubh Hotels
Pittsburgh, LLC's bankruptcy-exit plan and has proposed its own
sale-driven road map for the Debtor's Chapter 11 case.

The Plan 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.

                  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.


SOLOMON DWEK: District Court Rejects Kantrowitz Appeal
------------------------------------------------------
Barry Kantrowitz, Barry Associates, LLC, and Barry Associates
Title Agency, LLC, move for leave to appeal from an interlocutory
order of the U.S. Bankruptcy Court for the District of New Jersey.
District Judge Mary L. Cooper denied the request.  The District
Court held that Kantrowitz et al. have failed to satisfy the 28
U.S.C. Section 1292(b) criteria, and thus, an interlocutory appeal
is inappropriate.  Section 1292(b) provides: "When a district
judge, in making in a civil action an order not otherwise
appealable under this section, shall be of the opinion that such
order involves a controlling question of law as to which there is
substantial ground for difference of opinion and that an immediate
appeal from the order may materially advance the ultimate
termination of the litigation, he shall so state in writing in
such order."

Charles A. Stanziale, Jr., Trustee in the Chapter 11 bankruptcy of
Solomon Dwek, sued Kantrowitz et al. seeking, inter alia, to avoid
and recover certain allegedly fraudulent transfers made by Mr.
Dwek to Mr. Kantrowitz involving (1) Mr. Kantrowitz's membership
interests in certain New Jersey limited liability companies, (2)
distributions made by the LLCs to Mr. Kantrowitz, and (3) the
value of capital contributions allegedly made by Mr. Dwek to the
LLCs on behalf of Mr. Kantrowitz.  The Amended Complaint also
asserted claims for breach of contract and breach of fiduciary
duty, and sought an accounting and disallowance of any claims
Kantrowitz et al. might have against the Dwek bankruptcy estate.

Kantrowitz et al. moved before the Bankruptcy Court for judgment
on the pleadings pursuant to Federal Rule of Civil Procedure
12(c), as incorporated by Federal Rule of Bankruptcy Procedure
7012(b).  The Trustee cross-moved for leave to file a Second
Amended Complaint.  The Bankruptcy Court denied the motion for
judgment on the pleadings and granted the cross motion for leave
to file a Second Amended Complaint.  In denying the motion for
judgment on the pleadings, the Bankruptcy Court observed that the
Answer filed by Kantrowitz et al. "flatly denies virtually every
allegation in the complaint," indicating the existence of material
factual disputes precluding judgment on the pleadings.

The Bankruptcy Court further noted that the affirmative defenses
raised by Kantrowitz et al. in their Answer "establish material
factual disputes" with regard to, e.g., whether the LLCs received
reasonable value from Mr. Kantrowitz for his alleged membership
interests therein or whether Mr. Dwek received reasonably
equivalent value for contributions made to the LLCs on Mr
Kantrowitz's behalf, as addressed in the Amended Complaint.

The appellate case is Charles A. Stanziale, Jr., Chapter 11
Trustee, v. Barry Kantrowitz, et al., Case No. 10-cv-4259 (D.
N.J.).  A copy of the District Court's February 4, 2011 Memorandum
Opinion is available at http://is.gd/JZK1Dwfrom Leagle.com.

                        About Solomon Dwek

Several creditors filed an involuntary Chapter 7 bankruptcy
petition against Solomon Dwek (Bankr. D. N.J. Case No. 07-11757)
on February 9, 2007.  On February 13, 2007, SEM filed for
voluntary Chapter 11.  On February 22, 2007, the Dwek bankruptcy
case was converted to Chapter 11 and it was administratively
consolidated with the SEM bankruptcy.


SPEEDWAY MOTORSPORTS: S&P Assigns Rating to $250 Mil. Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Concord, N.C.-based
Speedway Motorsports Inc.'s recently executed $250 million senior
secured credit facilities its 'BBB-' issue-level rating (two
notches higher than its 'BB' corporate credit rating on the
company).  S&P also assigned this debt a recovery rating of '1',
indicating its expectation of very high (90% to 100%) recovery for
lenders in the event of a payment default.  The debt consists of a
$100 million revolving credit facility and a $150 million term
loan, both due in January 2015.

SMI used proceeds from the facilities to refinance its former
$300 million revolving credit facility.  (S&P withdrew its ratings
on the company's former $300 million revolving credit facility,
given the termination of this obligation.) It also plans to use
proceeds, in conjunction with its recently placed $150 million
6.75% senior notes due 2019, to fund the current tender offer for
its outstanding $330 million 6.75% senior subordinated notes due
2013.

S&P's 'BB' corporate credit rating and negative rating outlook
remain unchanged, as S&P had previously factored into the rating
its expectation that the facilities would be negotiated
approximating these terms.  The 'BB' rating reflects SMI's
reliance on its event-driven business model and the revenue and
earnings volatility that can result from the discretionary nature
of ticket sales to racing events.  While the company derives a
significant portion of its revenue (about 35% of total last-12-
month revenue through September 2010) from a television
broadcasting agreement negotiated by the National Association of
Stock Car Auto Racing, the current agreement expires in 2014.
Although the contract expiration is several years away, given
declines in television ratings and admissions in recent years, the
potential exists that a renegotiation of this agreement may result
in less favorable terms, absent a rebound in viewership and event
attendance.

For 2011, S&P believes that growth in broadcasting revenue will
partially offset declines in admissions revenue, causing total
revenue to decline in the mid-single-digit percentage area for the
year.  Given the company's relatively high fixed costs, S&P
expects the company's EBITDA margin to continue to decline, and
S&P has factored into the rating about a 10% decline in EBITDA
from its 2010 estimate of about $170 million.  Based on these
assumptions, S&P expects its measure of leverage to peak at
slightly above 4x (somewhat weak for the current 'BB' rating), and
interest coverage to be in the mid 3x area at the end of 2011.

                           Ratings List

                     Speedway Motorsports Inc.

           $100M revolv credit fac due 2015       BBB-
             Recovery Rating                      1
           $150M term loan due 2015               BBB-
             Recovery Rating                      1


SPRINGFIELD LANDMARK: Judge Denies Bank's Dismissal Request
-----------------------------------------------------------
According to News-Leader.com, a federal bankruptcy judge rejected
a motion to dismiss the bankruptcy case of Gillioz Theatre filed
by Guaranty Bank.

News-Leader relates that Springfield Landmarks Preservation Trust,
which operates the Gillioz, agreed to begin making $7,500 monthly
interest payments to Guaranty Bank, starting in March, which the
court considers an "adequate protection payment."

Dave Roling, president of the trust, said the Gillioz is making
money through its many new entertainment listings and will use
those funds to help make the interest payment.  The trust also
will use rent proceeds from tenants in the attached Netters
Building, which the trust owns.

News-Leader relates that the trust has until April 29, 2011, to
come up with a reorganization plan.  Guaranty Bank then has 20
days to accept it or reject it.

         About Springfield Landmarks & Gillioz Restoration

Based in Springfield, Missouri, The Springfield Landmarks
Preservation Trust and Gillioz Restoration Partnership, LP, filed
for Chapter 11 bankruptcy (Bankr. W.D. Mo. Cases No. 10-63128 and
10-63130, respectively) on Dec. 30, 2010, to forestall a
foreclosure sale of the Gillioz Theater by Guaranty Bank on
account of a $3.5 million loan.

Judge Arthur B. Federman presides over the cases.  David E.
Schroeder, Esq. -- bk1@dschroederlaw.com -- at David Schroeder Law
Offices, PC, in Springfield, Missouri, represents both Debtors.
The Trust estimated assets and debts of $1 million to $10 million
in its Chapter 11 petition.  Gillioz Restoration estimated under
$50,000 in assets and $1 million to $10 million in debts.


STANWELL DRIVE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Stanwell Drive Properties,L.P.
        1333 Willow Pass Road, Suite 211
        Concord, CA 94520

Bankruptcy Case No.: 11-41379

Chapter 11 Petition Date: February 8, 2011

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: James J. Ficenec, Esq.
                  TITCHELL, MALTZMAN, MARK AND OHLEYER
                  Hartford Bldg. 25th Fl.
                  650 California St.
                  San Francisco, CA 94108-2606
                  Tel: (415) 392-5600

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 Richard L. Rosenberry, president of
Shamrock Development Co., Debtor's partner.


STONEWALL MINER: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Stonewall Miner LLC
        84 State Street, Suite 300
        Boston, MA 02109

Bankruptcy Case No.: 11-10937

Chapter 11 Petition Date: February 8, 2011

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Todd B. Gordon, Esq.
                  THE GORDON LAW FIRM LLP
                  101 Federal Street, 17th Floor
                  Boston, MA 02110
                  Tel: (617) 261-0100
                  Fax: (617) 261-0789
                  E-mail: tgordon@gordonfirm.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/mab11-10937.pdf

The petition was signed by James McAuliffe, manager of Abbott Real
Estate Development, LLC.


SUNCAL COS: To Appeal Approval of Lehman-Trustee Settlement
-----------------------------------------------------------
Joseph Checkler, writing for Dow Jones Newswires, reports that
SunCal Cos. is asking a bankruptcy judge to stay the Chapter 11
exit of a handful of stalled Southern California real-estate
projects while it appeals a ruling approving a deal between Lehman
Brothers Holdings Inc. and Alfred H. Siegel, the bankruptcy
trustee overseeing the projects.  SunCal said a denial of its stay
request "will eliminate any other viable avenue for a plan of
reorganization or liquidation for the property debtors by either
the trustee or any third party."

Dow Jones recounts that Judge Erithe A. Smith later in January
said creditors of the stalled projects could vote on a plan to
bring the properties out of Chapter 11.  The Troubled Company
Reporter, citing a report by Dow Jones Newswires' Patrick
Fitzgerald, on December 30, 2010, ran a story on the approval of
the compromise between Lehman and Siegel.

Dow Jones relates the plan, filed by Mr. Siegel, describes how he
intends to pay the projects' creditors.  The key component of the
plan is a compromise between Mr. Siegel and Lehman's commercial
paper unit that calls for the trustee to sell the properties
through a Chapter 11 plan.  Lehman and other first-lien lenders,
owed $230 million, will have the right to bid their debt to
acquire the land.  The initial bid will be $45 million.  Lehman
has agreed to cover the trustee's expenses and allow a portion of
the sale proceeds and any other recoveries to flow to unsecured
creditors.

According to Dow Jones, SunCal contends that the trustee hasn't
proved the deal is fair to all creditors.  "The trustee has failed
to provide material information which would allow the court and
creditors to evaluate the merits, or lack thereof, inherent in
this proposed compromise," SunCal said.

SunCal also added, "The compromise sets in stone terms that make
it impossible for any third party to file a competing plan of
reorganization for the debtors, thereby providing an unfair
advantage in the ongoing plan confirmation fight."

Dow Jones relates a confirmation hearing on the plan is set to
begin on April 1.  If Judge Smith doesn't sign an order confirming
the plan by April 30, Lehman can move to foreclose on the
properties.

Dow Jones notes Mr. Siegel has sued the junior lenders to the
projects, Gramercy Capital Corp.'s Gramercy Warehouse Funding I
LLC, the agent for the projects' second-lien lenders, and Square
Mile Structured Debt LLC, the agent for the third-lien lenders,
saying their loans made the unfinished subdivisions insolvent.  If
successful, such a move would virtually ensure that the lenders
those agents represent wouldn't see any recovery from the three
developments' bankruptcy cases.

Lehman pumped more than $2.3 billion into various SunCal projects
during the height of the last decade's California real-estate
boom.  Lehman and SunCal, a family owned developer based in
Irvine, Calif., have been battling for more than two years over
the fate of more than 20 real-estate projects in bankruptcy courts
in New York and California.

In 2006, Lehman, along with other senior lenders, loaned the
SunCal projects at issue more than $300 million, with $144 million
of that amount going to the projects' owners as a dividend.  Mr.
Siegel is also suing the former owners -- among them various
SunCal-related affiliates and a private equity real estate fund
spun out from Lehman -- to recover that dividend payment.

The Siegel plan releases Lehman and the first-lien lenders from
liability involving the dividend while giving them a stake in any
recoveries from Mr. Siegel's lawsuit.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.  Some of SunCal's communities
include Amerige Heights in Fullerton, Lincoln Crossing near
Sacramento and Terra Lago and Fairway Canyon near Palm Springs.
SunCal Companies recently added an active-adult, commercial,
homebuilding, multifamily and urban divisions; and expanded to
Florida, Texas and Washington, D.C.

Irvine, California-based Palmdale Hills Property, LLC, develops
real estate property.  It filed for Chapter 11 protection on
Nov. 6, 2008 (Bankr. C. D. Calif. Case No. 08-17206).  Affiliates
who also filed separate Chapter 11 petitions include: SunCal
Beaumont Heights, LLC; SunCal Johannson Ranch, LLC; SunCal Summit
Valley, LLC; SunCal Emerald Meadows LLC; SunCal Bickford Ranch,
LLC; SunCal Communities I, LLC; SunCal Communities III, LLC; and
SJD Development Corp.

Paul J. Couchot, Esq., at Winthrop Couchot P.C., represents
Palmdale Hills in its restructuring effort.  The Company estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

                       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.

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)


TAYLOR BEAN: Wins Nod to Sell Mortgage Loans to Selene
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Taylor Bean & Whitaker Mortgage Corp. was authorized last
week to sell 678 mortgage loans that had an aggregate unpaid
principal balance of $87.2 million in December.  The buyer is
Selene Finance LP. There were no competing bids and thus no
auction. The contract called for a price of $31.2 million, subject
to adjustment.

Mr. Rochelle recounts that Selene previously paid Taylor Bean
$81.2 million for 1,046 parcels of repossessed real estate.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on August 24, 2009.  Taylor Bean filed the
Chapter 11 petition three weeks after federal investigators
searched its offices.  The day following the search, the Federal
Housing Administration, Ginnie Mae and Freddie Mac prohibited the
company from issuing new mortgages and terminated servicing
rights.  Taylor Bean estimated more than $1 billion in both assets
and liabilities in its bankruptcy petition.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TED B WATTS: BankTrust's Objection to Espy Fees Overruled
---------------------------------------------------------
Bankruptcy Judge William R. Sawyer overruled BankTrust's objection
to the most recent application for compensation made by Espy,
Metcalf & Espy, P.C., the attorney for Ted B. Watts Sr.  BankTrust
contends that some of the services benefitted only the Debtor but
not the estate.

BankTrust identifies 44 time entries for professional services
totaling $8,781.00 and six expense items totaling $310.00.  The
disputed time entries relate to two primary activities -- the
Debtor's objection to BankTrust's claim, and the Debtor's
objection to confirmation of the Plan proposed by the Unsecured
Creditor's Committee.

BankTrust filed a claim for $4,073,783.39.  It later reduced the
Claim to $992,050.28.  The Court heard the Debtor's objection and
overruled it, allowing the amended claim of BankTrust as filed.

Judge Sawyer held that the amount of the fees questioned is
roughly $8,000, to examine the propriety of an indebtedness of
$4 million, later reduced to slightly less than $1 million
resulting from the application of sale proceeds as well as the
application of payments from co-guarantors.

According to Judge Sawyer, it was certainly appropriate for the
Debtor to question the propriety of a $4 million claim.  This
examination benefitted not only the estate but the other creditors
as well.

Counsel for BankTrust also argued that the Debtor's counsel spent
time opposing the Plan of the Unsecured Creditor's Committee on
the grounds that it would impose adverse tax consequences on the
Debtor individually.  The Court discussed its understanding of tax
consequences in liquidation proceedings in an order entered
December 3, 2010.

According to Judge Sawyer, "it appears that the Debtor was
understandably concerned the proposed plan of the Unsecured
Creditor's Committee would invert the usual tax treatment of sales
in liquidation proceedings and rather treat the confirmation of
the Plan has a taxable event, with adverse consequences to the
Debtor individually.  It strikes one as anomalous that the
Unsecured Creditors Committee would propose a Plan attempting to
improperly cast adverse tax consequences on the Debtor and then
complain that because the Debtor was merely protecting himself
from the predatory activities of the Unsecured Creditor's
Committee, he was not benefitting the estate."

Judge Sawyer said "the more accurate way to look at this matter is
that the Debtor was merely trying to insure that the Plan of the
Unsecured Creditor's Committee would operate in a manner
consistent with the intent of the Bankruptcy Code and the Internal
Revenue Code.  Cast in this light, the Court concludes that the
activities of counsel for the Debtor did in fact benefit the
estate."

A copy of the Bankruptcy Court's February 7, 2011 Memorandum
Decision is available at http://is.gd/OPBkXLfrom Leagle.com.

                        About Ted B. Watts

Montgomery, Alabama-based Ted B. Watts, Sr., aka Theodore B.
Watts, Sr., and Theodore Benjamin Watts, Sr., filed for Chapter 11
bankruptcy (Bankr. M.D. Ala. Case No. 09-30663) on March 12, 2009.
Collier H. Espy, Jr., Esq. -- kc@emppc.com -- at Espy, Metcalf &
Espy, P.C., in Dothan, Alabama, serves as the Debtor's counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets, and $10 million to $50 million in debts.


TRANSDIGM INC: Moody's Affirms 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed TransDigm Inc.'s B1 Corporate
Family and Probability of Default ratings, the Ba2 rating on the
company's $245 million senior secured revolving credit as well as
the B3 rating on the $1.6 billion senior subordinated note issues
due 2018.  Moody's assigned a Ba2 rating to the new $1.55 billion
senior secured term loan due 2017.  The Ba2 rating on the
company's existing $1.55 billion senior secured term loan due
2016 will be withdrawn at the close of the refinancing.  The
rating outlook is negative.

Ratings Affirmed:

* Corporate Family Rating, B1;

* Probability of Default Rating, B1;

* $245 million senior secured revolving credit facility due
  December 2015, Ba2 with LGD assessment changed to LGD2, 23% from
  LGD2, 24%;

* $1.6 billion senior subordinated notes due December 2018, B3
  with LGD assessment changed to LGD5, 79% from LGD5, 80%;

* Outlook, Negative

Ratings Assigned:

* $1.55 billion senior secured term loan B due February 2017, Ba2
  (LGD2, 24%);

* The Ba2 rating on the company's current $1.55 billion term loan
  will be withdrawn at the close of the transaction.

                        Ratings Rationale

The B1 CFR reflects TransDigm's record of revenue growth and
operating profitability driven by its wide collection of niche
products and its high margin aftermarket focus, product position
on most aircraft, and the proprietary and sole sourced nature of
most of its product offering.  The B1 rating also considers
TransDigm's strong operating performance, robust margins, and cash
generation which will enable the company to service its increased
debt level from the sizeable December 2010 acquisition of
McKechnie Aerospace Holdings, Inc. and reduce leverage near-term
to levels again more commensurate with the B1 rating.  It is
Moody's opinion that McKechnie's business profile largely
parallel's TransDigm's -- highly proprietary products, significant
margins, and major platform position in both OEM and aftermarket
on most currently produced Boeing and Airbus aircraft.  Moody's
anticipates that over the near-term TransDigm will be able to
implement its value driven operating strategy, including pricing
adjustments, to maximize the profitability of the acquisition and
grow TransDigm's revenues and earnings accordingly.  TransDigm's
February 2011 announcement of its intended sale of McKechnie's
lower margin, less proprietary fasteners business (gross proceeds
of $240 million) to Alcoa Inc. confirms management's adherence to
the business model that has successfully driven the company to
date.

Additionally, TransDigm's ratings benefit from the company's very
good liquidity profile including a $245 million undrawn revolver;
a substantial cash position of over $200 million at 1/1/11,
following the close of the McKechnie transaction; as well as the
expectation for continued strong positive free cash flow
generation.  The ratings however are constrained by the increase
in leverage and very high absolute debt level (over 300% of
revenue following the McKechnie acquisition), use of acquisitions
as a major driver in its growth strategy, and the company's
history of a shareholder friendly financial policy of re-
leveraging.  For the LTM period ended 1/1/11, TransDigm's leverage
is 7.6 times, on a Moody's adjusted basis, although, while this
ratio reflects the increased debt from the transaction, it is
balanced by only 10 days of McKechnie's earnings due to the timing
of the acquisition.  Moody's anticipates that the company's
leverage will decrease to closer to 6 times debt to EBITDA, also
on a Moody's adjusted basis, by the end of FY'11; however, this
level would still be outside the normal leverage levels for a B1
rating.  Moody's anticipates that the company's leverage will
likely fall to levels more closely aligned with B1 rated issuers
over the next 12 -- 18 months as the company receives the earnings
benefits from the acquisition, in addition to Moody's expectation
of continued modest organic growth due to the improved aviation
aftermarket environment.

Moody's anticipates that the new $1.55 billion senior secured term
loan B due 2017 rated Ba2 (LGD2, 23%) will be identical to the
existing $1.55 billion senior secured term loan B due 2016 except
for pricing, the maturity, the absence of financial covenants, and
the addition of a one year soft call.  As a result, the instrument
rating on the new term loan is the same as that on the existing
term loan rated in December 2010.

The negative rating outlook continues to highlight the increased
financial risk due to the major increase in funded debt,
$1.4 billion or nearly 80%, following the McKechnie acquisition,
particularly as it follows by only one year the debt financed
$405 million special dividend.  The negative outlook also reflects
Moody's expectations that leverage, while likely to decrease from
1/1/11 levels, will remain high for the B1 rating category through
FY 2011, despite the improved aviation aftermarket environment.
However, Moody's anticipates that this deleveraging will more
likely occur from the maintenance or improvement of its markedly
robust margins and earnings growth, rather than substantial debt
repayment over the next 12 -- 18 months.  The rating could decline
if the company fails to reduce leverage from current levels,
pursues recurring aggressive equity friendly transactions
(dividends, etc.) or, though unexpected, experience a sustained
decline in operating margins leading to a decline in operating
cash flow.  The rating outlook could be stabilized if leverage is
reduced and sustained at below 5x debt to EBITDA.

The last rating action for TransDigm was on November 1, 2010,
when the company's B1 CFR and PDR were affirmed, a Ba2 rating was
assigned to the company's new revolver and term loan, a B3 was
assigned to the proposed new senior subordinated note issuance,
and the rating outlook was changed to negative.  On December 1,
2010, Moody's affirmed these ratings upon deal size changes.

TransDigm Inc., headquartered in Cleveland, Ohio, is a leading
manufacturer of engineered aerospace components for commercial
airlines, aircraft maintenance facilities, original equipment
manufacturers and various agencies of the US Government.
TransDigm Inc. is the wholly-owned subsidiary of TransDigm Group
Incorporated.  Net sales for the last 12 month period ending
1/1/11 were approximately $900 million.  Pro-forma to include
McKechnie, LTM revenue would approximate $1.1 billion.  (These
revenue numbers do not include full year impact of certain
acquisitions made during the LTM period.)


TRICO MARINE: Creditors Approve Reworked Settlement
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Trico Marine Services Inc. has a revised settlement
with creditors of its non-bankrupt subsidiaries that has gained
support from parties-in-interest.  The revised settlement was
scheduled for hearing on Feb. 10.

Mr. Rochelle recounts that as originally proposed, holders of
$400 million in 11.875% notes secured by non-bankrupt Trico
operating companies would end up owning all of the non-bankrupt
subsidiaries that provide subsea services.  In return, the
bankrupt parent Trico companies were to receive warrants for 5% of
common stock issued in the spinoff.  The official creditors'
committee of the parent was opposed and had a motion on file for
authority to sue and set aside fraudulent transfers involving the
non-bankrupt subsidiaries.  The creditors' committee dropped
opposition to the settlement after the pot was sweetened.

The Creditors Committee, Mr. Rochelle's discloses, said in its
papers that Tennenbaum Capital Partners LLC is the only creditor
remaining in opposition.  The U.S. Trustee also had objected to
the settlement, arguing it shouldn't be approved without the
protections accompanying the confirmation of a Chapter 11 plan.

According to Mr. Rochelle, the revised settlement calls for the
parent and its creditors to receive five-year warrants for 10% of
the stock.  In addition, creditors of the parent will take 5% of
the equity of the operating subsidiaries plus $1 million cash.

                         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.


TRICO MARINE: Silverback Asset Ceases to Own Common Shares
----------------------------------------------------------
In a regulatory filing Monday, Silverback Asset Management LLC,
Investcorp Investment Advisers Limited, Investcorp Silverback
Arbitrage Master Fund Limited, and Elliot Bossen, disclose that as
of December 31, 2010, they have ceased to beneficially own any
shares of Trico Marine Services, Inc.'s Common Stock, Par Value
$0.01.

A full-text copy of the SC 13G (Amendment No. 3) is available for
free at http://researcharchives.com/t/s?730d

                         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.


TSG INC: Cash Collateral Hearing Continued Until March 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of
Pennsylvania, according to the Debtor's docket, has continued
until March 30, 2011, at 11:00 a.m., the hearing to consider TSG
Incorporated's further cash collateral access.

Previously, the Court authorized the Debtor to use the cash
collateral of PNC Bank, National Association.

The Troubled Company Reporter reported on October 26, 2010, that
as of petition date, the Debtor's indebtedness consists of:

   -- $2,345,138 under the term loan;

   -- $1,745,257 under the committed line of credit;

   -- $845,833 under he capital expenditures line of credit; and

   -- $98,070 under the SWAP agreement.

The Debtor would use the cash collateral to operate its business
postpetition.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant PNC a replacement lien on all
properties and assets of the Debtor except for the Debtor's
interest in the real property located at (a) 1006 19th Street SW,
Hickory, North Carolina; (b) 5275 Wolfe Road, Hickory, North
Carolina; and (c) 1703 Pineview Street, Conover, North Carolina.

As additional adequate protection, the Debtor will make periodic
cash payments to PNC.

Pursuant to the order, the Debtor may not use, sell, or otherwise
transfer any of its assets outside the ordinary course of
business, without the written consent of PNC.

                      About TSG Incorporated

North Wales, Pennsylvania-based TSG Incorporated operates a real
estate business.  Founded in 1901 under the name of Levy's
International Water Shrinking and Drying Company, the Debtor has
operated as a privately held, family owned business for over 108
years.  Locally headquartered in North Wales, Pennsylvania, the
Debtor is in the business of fabric finishing, coating and
embossing.  TSG -- which is an acronym for "The Synthetics Group"
-- is one of the largest commission finishers in the United
States.  The Company filed for Chapter 11 bankruptcy protection on
November 29, 2009 (Bankr. E.D. Pa. Case No. 09-19124).  Michael
Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP
assists the Debtor in its restructuring effort.  The Company
listed $10 million to $50 million in assets and $1 million to
$10 million in liabilities.


ULTIMATE ACQUISITION: U.S. Trustee Names 7-Member Creditors Panel
-----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, has
named seven members to the official committee of unsecured
creditors in the bankruptcy case of Ultimate Acquisition Partners,
LP, et al., pursuant to Section 1102(a)(1) of the Bankruptcy Code:

     1. Valassis
        Attn: Hal Manoian
        One Targeting Centre
        Windsor, CT 06095
        Phone: 860-235-6336
        Fax: 860-285-6480

     2. Synnex Corporation
        Attn: Diane E. Maefs
        39 Pelham Ridge Drive
        Greenville, SC 29615
        Phone: 864-289-4223
        Fax: 510-249-5444

     3. Sony Electronics Inc.
        Attn: Alan Rubin
        1 Sony Drive
        Park Ridge, NJ 07656
        Phone: 201-930-7084
        Fax: 201-930-7782

     4. InLine Media, Inc.
        Attn: Nancy Haven
        1600 Stout Street, Suite 700
        Denver, CO 80202
        Phone: 303-893-4040
        Fax: 303-893-6718

     5. Monster, LLC
        Attn: Ajay Vadera
        455 Valley Drive
        Brisbane, CA 94005
        Phone: 415-850-0026
        Fax: 415-468-1604

     6. Klipsch Group, Inc.
        Attn: Frederick L. Farrar
        3502 Woodview Trace, Suite 200
        Indianapolis, IN 46268
        Phone: 317-860-8213
        Fax: 317-860-9190

     7. JB Hunt Transport, Inc.
        Attn: Clark Woods
        615 JB Hunt Corporate Drive
        Lowell, AR 72745
        Phone: 479-419-3504
        Fax: 479-820-1717

                    About Ultimate Electronics

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.


USHC LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: USHC, LLC
        3926 W Hwy 146
        Buckner, KY 40010

Bankruptcy Case No.: 11-30583

Chapter 11 Petition Date: February 9, 2011

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: David M. Cantor, Esq.
                  SEILLER WATERMAN LLC
                  462 S. 4th Street, Ste 2200
                  Louisville, KY 40202
                  Tel: (502) 584-7400
                  Fax: (502) 583-2100
                  E-mail: cantor@derbycitylaw.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 Steve Willis, member.


VULCAN ENERGY: S&P Withdraws 'BB' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew Vulcan Energy
Corp.'s 'BB' issue rating and '3' recovery rating.  At the same
time, S&P is withdrawing Vulcan's BB/Stable/-- corporate credit
rating at the issuer's request.

Vulcan's sole assets consisted of its 50.1% ownership stake in the
general partner of Plains, and an approximate 9% ownership stake
in Plains' limited partnership units.  Vulcan substantially
completed sale of its interest in the GP in December 2010 to
existing owners of the GP or their affiliates.  Vulcan used the
proceeds to fully repay the $277.2 million term loan balance which
was originally due in 2015, and all accrued interest.

With no debt outstanding S&P is withdrawing its issue ratings, and
also withdrawing its corporate credit rating at Vulcan's request.


WARNER MUSIC: Moody's Reviews 'Ba3' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
its ratings for Warner Music Group Corp., including the company's
Ba3 Corporate Family Rating, Probability of Default Rating and
individual instrument ratings, as outlined below.  The review is
prompted by weaker than expected operating performance which has
led to high leverage relative to the company's current credit
ratings.  The weaker than expected results are highlighted by
WMG's results for its first fiscal quarter ended December 31, 2010
indicating a 14% revenue decline for the fiscal quarter compared
to the same period in the prior year.  This decrease reflects the
negative impact of industry pressures related to competition and
the transformation of music distribution from physical to digital,
both domestically and internationally.

These ratings were placed on review for possible downgrade:

* Corporate Family Rating, Ba3
* Probability of Default Rating, Ba2
* Senior Subordinated Regular Bond/Debenture, B1, LGD6
* Senior Unsecured Regular Bond/Debenture, B1, LGD6
* Senior Secured Regular Bond/Debenture, Ba2, LGD3

As a result of the decrease in revenue and EBITDA over the past 9
months in combination with recent acquisitions and artist and
repertoire investments (A&R spending), WMG's net debt-to-EBITDA
ratio (including Moody's standard adjustments) exceeds 5.2x at
12/31/10 which compares to a level under 4.0x in 2009, and is
presently above Moody's stated 4.25x sustained leverage trigger
that would put downward pressure on the company's ratings.  In
light of the company's under performance relative to expectations,
the focus of Moody's review includes these: management's
commitment to maintain moderate leverage and its ratings,
including the ability to take near term actions that might
mitigate concerns related to revenue declines; WMG's plans to
improve operating performance over the intermediate term in light
of competition and challenging industry dynamics; expectations for
working capital requirements as well as potential strategies for
continued acquisitions and A&R spending; and the company's targets
for net debt-to-EBITDA ratios, liquidity and free cash flow

The last rating action was on May 19, 2009 when Moody's upgraded
WMG's Corporate Family Rating to Ba3 as well as associated
instrument ratings, and assigned ratings to WMG Acquisition
Corp.'s $1.1 billion Senior Secured Notes due 2016.

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

Warner Music Group Corp., with its headquarters in New York, is a
leading music content company, with domestic and international
operations in recorded music and music publishing.  Annual
revenues through its first fiscal quarter ending December 31,
2010, were approximately $2.9 billion.


WASHINGTON MUTUAL: May Deadline Set for Insider Trading Probe
-------------------------------------------------------------
Steven Church at Bloomberg News reports that U.S. Bankruptcy Judge
Mary F. Walrath has set a May deadline for a committee of
shareholders to question hedge funds about allegations they used
confidential information to trade in the bankrupt company's
securities.

As reported in yesterday's Troubled Company Reporter, Judge
Walrath has authorized a shareholder investigation into the
trading activities of hedge funds Appaloosa Management LP,
Aurelius Capital Management LP, Centerbridge Partners LP and Owl
Creek Asset Management LP, which sat at the Chapter 11 bargaining
table when Washington Mutual Inc.'s Chapter 11 plan was hammered
out.  The probe was approved over objections by the hedge funds.

According to the Bloomberg report, the insider-trading
investigation must be concluded before the May hearing, where
shareholders will use any information collected to attack the
proposed plan and the settlement.  Judge Walrath ordered the hedge
funds to turn over the information within two weeks.

Bloomberg relates that the hedge funds will be required to reveal
details of their purchases and sales in WaMu debt since the
company filed bankruptcy and any protections they put in place to
avoid misusing confidential information.

"The allegation that troubles the court is that you used that
information to trade in the debtors' securities," Bloomberg quoted
Judge Walrath as saying to a lawyer for one of the four hedge
funds. "I don't know of anybody who feels that is proper."

Bloomberg recounts that after WaMu filed for bankruptcy in 2008,
hedge funds bought debt securities, some for pennies on the
dollar, issued by the bank holding company and its former banking
unit, Washington Mutual Bank. The hedge funds then battled each
other, shareholders, creditors, regulators and JPMorgan Chase &
Co., about how to divide the Company's assets.

"We feel highly confident there will be no issue, but it will be
extremely expensive to litigate," Thomas Moers Mayer, Esq., an
attorney for Aurelius, told Judge Walrath during the hearing,
according to Bloomberg.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WELLPOINT SYSTEMS: Under Receivership in Canada; Files Ch. 15
-------------------------------------------------------------
Wellpoint Systems Inc., which is under receivership in Canada,
sought bankruptcy protection from creditors under Chapter 15 in
the U.S.

Wellpoint is asking the U.S. court to recognize the Canadian
receivership as the foreign main proceeding in its reorganization.

The Canadian receivership commenced under the Bankruptcy and
Insolvency Act, and is pending before the Court of Queen's Bench
of Alberta in Calgary.  Ernst & Young Inc. is the court-appointed
receiver.  According to court filings, Quorum Oil and Gas sought
the receivership on January 31.

Calgary-based Wellpoint design software packages for the oil and
natural-gas industry.  Wellpoint provides software and other
products to more than 450 companies in 60 countries.

Wellpoint estimated both debt and assets of as much as
US$50 million.  US affiliate Wellpoint Systems (USA) owes
creditors as much as US$100 million.

Comerica Bank is the first ranking secured creditor and is owed
CN$882,600.  Quorum and Sirocco Holdings, Inc., are the second
ranking secured creditors, with Quorum owed US$18,951,000 and
Sirocco owed US$2,420,000 pursuant to certain secured debentures.

Deryck Helkaa, senior vice president to Ernst & Young, as the
Canadian court-appointed receiver, said, "In 2010, the Debtors
suffered a significant decline in revenue and liquidity due to a
significant drop in business operations and revenue.  Since June
2010, the Debtors have been unable to meet their obligations to
the Secured Debenture Lenders and have not made any payments of
interest under the Secured Debentures since April 2010.  As a
result, the Debtors are currently in default of their obligations
under the Secured Debentures."

According to Mr. Helkaa, the receiver has been ordered to market
and sell the Debtors' assets in an expeditious manner in order to
maximize recoveries.  He said that in the event a sale is not
consummated on a relatively short time frame, several of the
critical employees will seek out alternative employment and
significant customers will begin the process of resourcing.

An entity named Wellpoint Acquisitionco Inc., has been named as
stalking horse bidder in connection with the sale process.  It has
agreed to pay US$28,000,000 for the Debtors' assets.


WELLPOINT SYSTEMS: Chapter 15 Case Summary
------------------------------------------
Foreign Representative: Ernst & Young, Inc., as court-appointed
                        receiver

Chapter 15 Debtor: Wellpoint Systems Inc.
                   2000-500 4 Avenue SW
                   Calgary, AB T2P 2V6
                   Canada

Chapter 15 Case No.: 11-10423

Debtor-affiliates also subject to Chapter 15 petitions:

  Entity                                     Case No.
  ------                                     --------
Wellpoint Systems, Inc.                      11-10424
Wellpoint Systems (USA), Inc.                11-10426
WPS Systems Inc.                             11-10427

Chapter 15 Petition Date: Feb. 10, 2011

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

Bankruptcy Judge: Mary Walrath

About the Debtors: Wellpoint Systems is a designer of software
                   packages for the oil and natural-gas industry.
                   Wellpoint is in receivership in Canada.  The
                   receiver wants the U.S. Bankruptcy court to
                   recognize the Canadian receivership as the
                   foreign main proceeding in its reorganization.

Petitioner's Counsel
in Chapter 15 Case: Jeremy William Ryan
                    POTTER ANDERSON & CORROON LLP
                    1313 N. Market Street
                    P.O Box 951
                    Wilmington, DE 19801
                    Tel: (302) 984-6108
                    Fax: (302) 778-6108
                    E-mail: jryan@potteranderson.com

                           - and -

                    Ryan M. Murphy
                    POTTER ANDERSON & CORROON LLP
                    1313 Market Street
                    Wilmington, DE 19801
                    Tel: (302) 984-6250
                    Fax: (302) 658-1192
                    E-mail: rmurphy@potteranderson.com

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The Chapter 15 petitions were signed by Deryck Helkaa, senior vice
president to Ernst & Young, the Canadian court-appointed receiver.


* Debt Maturity Wall Crumbles by $482 Billion
---------------------------------------------
Bloomberg News reports that the wall of bonds and loans maturing
through 2014 has crumbled by $482 billion, or 44%, since 2009,
reducing the threat of defaults and allowing companies to bring
riskier deals to market.  The amount of debt due in the next four
years dropped to $671 billion, from $1.2 trillion in 2009,
according to JPMorgan Chase & Co.  About $163 billion of bonds and
loans come due in 2011 and 2012, or about 60% of the refinancing
activity in 2010.


* S&P: Bank Ratings Can Withstand Loan Buybacks
-----------------------------------------------
Based on 2010 pretax earnings results and Standard & Poor's
Ratings Services' estimate of the likelihood of a protracted
duration of remaining put-back expense (roughly two years),
mortgage put-backs should have no direct impact on ratings by
themselves, said a report released February 8 titled, "Reassessing
The Cost Of Mortgage Put-Back Risk For The U.S. Banking Industry."

Put-backs from breaches of representations and warranties made as
part of the mortgage underwriting process continued to suppress
large U.S. banks' earnings in fourth-quarter 2010.  But the drag
on earnings was less than in the previous quarter.  Given their
position as the largest residential lenders in the industry, the
six complex banks we cover will likely absorb the bulk of
projected loan-repurchase expenses.

"We believe the majority of agency put-back exposure has already
been expensed.  There is also a protracted timeline for the
remaining expenses to be recognized.  Based on banks' 2010 pretax
earnings and our projection that 2011 earnings will be even
higher, representations and warranty expenses should easily be
covered," said Standard & Poor's credit analyst Stuart Plesser.

The report is available to subscribers of RatingsDirect on the
Global Credit Portal at http://www.globalcreditportal.com/


* Moody's: Defaults and Recoveries Underscore Severity of Crisis
----------------------------------------------------------------
The incidents of defaults among financial institutions during the
recent financial crisis was unprecedented, according to Moody's
latest annual analysis of defaults and recoveries.

The period 2008-2010 saw 111 financial companies default,
including 72 debt issuers holding $318 billion of bonds and loans
in the 2008-2010 period.

By comparison, there were only 96 defaults, affecting $46 billion
of debt, of Moody's-rated financial companies in the period 1983
-- 2007.  Of these, 36 defaults took place during the U.S. Savings
and Loans Crisis of 1989-1991, affecting $6 billion of debt.

"Historically, defaults in the financial sector were fairly low
except during the Savings and Loan crisis," says Sharon Ou,
Assistant Vice President at Moody's Investors Service who authored
the report. "Financial institution defaults during the recent
crisis were unprecedented both in number and volume."

The default rate for all Moody's-rated financial institutions rose
sharply during 2008-2009 and reached its cyclical peak of 2.7% in
August 2009, according to the Moody's report.  It surpassed the
previous record of 2.3% set during the Savings & Loan Crisis.
While relatively fewer financial institutions are speculative
grade, among those firms the default rate topped out at 11.5%
during the recent crisis, below the 1989-1991 peak of 19.5% when
there were far fewer speculative-grade-rated financial issuers.
In addition to being at unprecedented levels, defaults during the
recent crisis have also been more globally distributed.  During
the crisis more than half of the financial institutions that
defaulted were located in Europe, a region that historically had
seen very few financial institution defaults.

Specifically, during the past three years 56% of defaults have
been located in Europe, compared to only 6% before 2008.  About
half the recent defaults were Ukrainian banks, which imposed
deposit freezes in October 2008.  In contrast to Europe, North
America saw its share drop to only 37% in this cycle relative to
79% before 2008.

The recent financial crisis also saw a unique phenomenon in credit
differentiation among various classes of debt, which was in part
due to different levels of support governments offered to senior
debt liabilities versus junior ones.

Recovery rates on defaulted bonds during the crisis have held up
surprisingly well, boosted by 15 distressed exchanges.  For
example, the average recovery rate for senior unsecured bonds has
been 35.2% during 2008-2010, which is just slightly off the 1983-
2007 average of 39.4%. Financial institutions engaged in
distressed exchanges during the recent crisis, which propped up
the recovery rate.

Looking into 2011, Moody's Credit Transition Model (CTM), which
forecasts rating transitions, predicts that the default rate among
speculative-grade financial institutions which issue debt will
stabilize under the baseline economic scenario to a range of 1.5%
- 3.0%.  Under a more pessimistic scenario, CTM forecasts the
default rate rebounding from its current 3.0% level to 6.5%.

Available on Moodys.com "Defaults and Recoveries for Financial
Institution Debt Issuers, 1983-2010" documents the default,
recovery and rating transitions of Moody's-rated financial
institutions since 1983.


* Moody's: Global Default Rate Falls to 2.8% in January
-------------------------------------------------------
The trailing 12-month global declined to 2.8% in January, down
from its revised 3.2% level in December, according to Moody's
Investors Service in its monthly default report.  A year ago,
the global default rate stood dramatically higher at 12.6%.

No Moody's-rated corporate debt issuer defaulted in January, the
first time there has been no default during a month since June
2007.  By comparison, there were eight defaults in January 2010.

"We continue to expect stable, low default rates for the near
future," said Albert Metz, Moody's Director of Credit Policy
Research.  "Default rates would move upwards, however, should
financing become scarce, particularly in Europe."

Moody's forecasting model predicts that the global speculative-
grade default rate will decline to 1.5% by January 2012.  The
model did a satisfactory job in projecting the rise and fall in
default rates during the most recent credit cycle.  For example,
the model anticipated at the beginning of last year that the
global default rate would fall sharply to 3.3% by year end and the
actual rate came in at 3.2%.

By region the model says the default rate will decline to 1.7%
among U.S. speculative-grade issuers and to 1.1% among European
speculative-grade issuers.

By industry, Moody's expects default rates to be highest in the
Hotel, Gaming, & Leisure sector in the U.S. and the Media:
Advertising, Printing & Publishing sector in Europe.

In the U.S., the speculative-grade default rate edged lower in
January, to 3.0% from the revised December level of 3.4%.  At this
time a year ago, the U.S. default rate stood 13.7%.

In Europe, the default rate among speculative-grade issuers was
2.3% in January, unchanged from the revised level for December. A
year ago, the European default rate was at 10.5%.

When measured on dollar volume basis, the global speculative-grade
bond default rate remained unchanged at 1.6% from December to
January.  A year ago, the global dollar-weighted default rate
stood at 16.4%.

In the U.S., the dollar-weighted speculative-grade bond default
rate ended January at 1.5%, down slightly from 1.6% in December.
The same rate was 16.8% in January 2010.

In Europe, the dollar-weighted speculative-grade bond default rate
was 1.9% in January, unchanged from its revised level for
December.  At this time last year, the rate was 12.2%.

Moody's speculative-grade corporate distress index-a measure of
the percentage of high-yield issuers that have debt trading at
distressed levels- fell from December's level of 10.5% to 8.6% in
January.  A year ago, the index was higher at 19.4%.

Among U.S. leveraged loans, the trailing 12-month default rate
fell from 2.8% in December to 2.5% in January.  A year ago, the
loan default rate was 11.5%.

Moody's "January Default Report" is now available, as are Moody's
other default research reports, in the Rating Analytics section of
http://Moodys.com/


* State Bankruptcy Option 'Not the Answer,' House Panel Told
------------------------------------------------------------
Carla Main at Bloomberg News reports that two groups with
differing political viewpoints told House lawmakers that giving
states the power to file for bankruptcy protection to escape their
debts is unnecessary and may exacerbate their fiscal strains.

Officials at the Manhattan Institute for Policy Research and the
Center on Budget & Policy Priorities, according to Bloomberg News,
testified February 9 before the House Oversight and Government
Reform Committee in Washington on whether states should be allowed
to seek bankruptcy protection, as local governments can under
Chapter 9.  The panel is meeting to discuss ways to avert a
potential rescue of cash-strapped state and municipal governments.

"Congress is right to worry about how to avoid bailing out states
and their investors," Nicole Gelinas, a fellow with the Manhattan
Institute, told the committee in prepared remarks.  "State
bankruptcy is not the answer."

The New York-based Manhattan Institute opposes taxes and promotes
outsourcing to private companies and reduced government
spending.

Bloomberg relates that David Skeel, a University of Pennsylvania
law professor who has championed allowing state bankruptcy,
advocated the idea in testimony prepared for the committee
yesterday.  Iris Lav, a senior adviser with the Washington-based
Center on Budget & Policy Priorities, said the proposal would do
little to help ailing states, and its necessity "has not been
proven," the report adds.

               House Republicans Rule Out Bail-Out

Dow Jones' DBR Small Cap reports that U.S. House Republicans said
Wednesday they are concerned about a "looming fiscal crisis" in
state and local finances but ruled out any federal bailouts for
states.  The report relates that Rep. Patrick McHenry (R., N.C.),
chairman of a House Oversight subcommittee, also warned about a
lack of transparency for public pension plans and said Congress
must understand the magnitude of the public pension "problem."

Mr. McHenry, the report notes, spoke at a hearing examining
mounting fiscal strains at the state and local level, financial
problems exacerbated by the 2008 financial market turmoil, high
jobless rate and corresponding reduction in state and local income
tax receipts.

U.S. lawmakers were asking whether congressional intervention is
needed to ease difficulties faced by some states and
municipalities, the report says.

DBR adds that Rep. Mike Quigley of Illinois, the ranking Democrat
on the panel, said Congress should rule out any "rash actions"
that might harm states and localities.

                           *     *     *

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

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

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


* LoPucki, UCLA Law Host One-Day Bankruptcy Conference Today
------------------------------------------------------------
On Friday, February 11, 2011, the UCLA School of Law will host a
working meeting of about 17 leading big-case bankruptcy
empiricists.  The purpose of this one-day meeting, dubbed "Setting
the Big-Bankruptcy Empirical Research Agenda," will be to identify
the most important policy issues in the field and discuss how
empirical methods can be brought to bear on them.  The meeting is
organized by UCLA law professor Lynn M. LoPucki.

"Participation is by invitation only, but we do have a limited
number of seats for observers," according to a statement about the
meeting said.

"Conference participants will recieve copies of the database in
advance and by January 1, provide us with a single-page summary of
their thoughts.  The summary can be of the entire agenda, some
portion of it, or a single study or problem he or she considers to
be particularly worthy of attention.

"Prior to the conference, participants will read and give some
thought to the summaries provided by the other participants. At
the conference, each participant will briefly remind the group of
his or her ideas as we begin the session at which they will be
discussed.

"We encourage participants to begin work on the studies they think
worthy, and to include preliminary results in their summaries. The
last step in our process will be to decide whether to convene a
second conference, in January of 2012, for discussion of the
papers generated by the 2011 process and a reassessment of the
agenda.

A list of the conference participants and summaries of their
agenda is available at:

              http://lopucki.law.ucla.edu/concept.htm
              http://lopucki.law.ucla.edu/summaries.htm


* AHV Associates LLP Forms New Restructuring Team
-------------------------------------------------
Thomas Lane & Andrew Bell have joined AHV Associates LLP to lead
the firm's restructuring practice.

Since 1997, Mr. Lane has led successful business restructurings,
working with both management and funders in a combination of full
time and project roles.  As a member of KPMG's Restructuring Team,
Mr. Lane was involved in high profile international turnarounds,
and as a Director in Replus worked with alternative investments
funds to maximize value in under-performing investments.

Mr. Bell spent the last 12 years as an investment director at 3i
and has many years of international banking, leasing and
investment experience.  Mr. Bell specializes in restructuring,
refinancing and turnaround situations.  During his time at 3i, Mr.
Bell was responsible for a number of key deals.

AHV Associates LLP -- http://www.ahvassociates.com-- specializes
in providing advice to privately owned businesses in all aspects
of corporate finance including company sales, acquisitions,
raising capital and capital restructuring.  The firm's clients are
lower-mid market companies across all sectors.  Within the AHV
Network, the firm collaborates with other advisors like lawyers
and accountants to provide their clients with a full corporate
finance service.


* Three Day Pitney Bankruptcy Pros Join Pryor Cashman
-----------------------------------------------------
Bankruptcy Law360 reports that Pryor Cashman LLP has snagged a
trio of partners from Day Pitney LLP's New York office to bulk up
its bankruptcy, reorganization and creditors' rights group.

According to Law360, the new hires, who joined Pryor Cashman on
Jan. 28, include Ronald S. Beacher, who will co-chair the firm's
practice group, and partners Michael H. Levison and Conrad K.
Chiu.


* BOOK REVIEW: Medical Jurisprudence, Insanity, and Toxicology
--------------------------------------------------------------
Author: Henry C. Chapman
Publisher: Beard Books
Softcover: 329 pages
Price: $34.95
Review by Henry Berry

Mr. Chapman's book, first published in 1903, fits in with the
current public fascination with forensic medicine.  The popularity
of such television shows as "CSI" and "ER" and the many best-
selling books dealing with crimes solved by the collection and
testing of physical evidence attests to the attraction of
"medicine in relation to law," as Mr. Chapman puts it.

Medical Jurisprudence, Insanity, and Toxicology offers an
informative study on the commission of assaults and murders, their
effects on victims, and their analysis to determine the cause and
circumstances of death.

Attorneys, medical pathologists, coroners, and expert witnesses
are among those who will find this book to be especially useful.
However, when Mr. Chapman first wrote this book in the late 1800s,
he intended it to be read by regular medical doctors (in 1903,
there were not nearly so many medical specialists as there are
now), since "every physician . . . is liable to be called upon at
any time during the course of his professional career to give
testimony in cases of rape, foeticide, infanticide, death from
poison, and from other causes."

A professor of medicine and medical jurisprudence, Mr. Chapman
addresses violent crimes in a professional manner and covers the
troubling details in a detached, scientific style that serves this
subject matter well.  He also discusses the subtle ways in which
death can be caused and how this can test the detection abilities
of forensic doctors.  Part of the challenge is that murders are
often committed by perpetrators who have a knowledge of poisons,
anatomy, and biology that is nearly equal to that of a forensic
doctor.  Consequently, for many crimes the cause of death is
difficult to determine and, even when it can be determined, it can
be difficult to prove legally.

Medical Jurisprudence, Insanity, and Toxicology is especially
useful when Mr. Chapman explains how to ascertain when death
occurred and how it was caused.  The author shows how evidence is
gathered from the body of a victim and the surrounding area (i.e.,
the crime scene).  These dual sources of evidence are correlated
and current medical knowledge applied to create a hypothesis of
the cause of death.  The book is thorough in its coverage --
symptoms of death from suffocation, drowning, burns and scalds,
heat and cold, lightning, starvation, wounds, and gun shot are
among those discussed by the author.

An autopsy can produce a wealth of evidence.  One chapter in the
book delves into the subject of wounds -- the different types of
wounds (incised, contused, and penetrating), what kinds of weapons
inflict them, and how they cause injury and death.  An analysis of
blood stains also adds to the forensic doctor's understanding of
what happened.  Mr. Chapman's discussion of this subject includes
methods of examining blood and the conditions influencing the
coagulation of blood.

The author explains that what may appear suspicious to the
untrained eye may, in fact, be benign.  The liver of a newborn is
one example. In the case of infanticide, a key issue is whether
the child was born.  Thus, the first step is to determine whether
birth has occurred -- i.e., defined by the author as simply when a
fetus has been entirely expelled from the mother's body.  Mr.
Chapman proceeds to describe some of the signs, such as condition
of lungs, hair, and fingernails, that would verify that an infant
had been "alive" and thus could have been a victim.

The size of the infant's liver is another clue that can help
answer this question. Contrary to what most persons would assume,
says the author, "the liver of the fetus is larger than that of a
recently born infant, and that of the infant larger than that of
an eight or ten months old child."  Armed with this knowledge, the
size of a child's liver can play a role in determining if
infanticide was committed and, if so, the age of the victim.
However, Mr. Chapman also cautions that, "too much importance must
not be attached to the size of the liver . . . since the
difference in size . . . is only relative."

In another section of the book, the author explains the effect on
the human body of poisons, which can act locally or remotely or
both.  Arsenic, for example, affects the stomach locally and the
brain remotely.  Mr. Chapman further explains that, to be
effective, most poisons "must be absorbed -- pass into the blood."
However, there are also those poisons that act as a corrosive.
Thus, the blood, brain, and viscera can all be examined for the
presence of a poison. Mr. Chapman identifies the physical and
psychological symptoms of poisoning and directs the reader where
to look in the body for evidence that poison was ingested.
The advances in medicine and medical forensics have not supplanted
the relevance or value of Mr. Chapman's benchmark text.  While new
technology has been developed and testing procedures have become
more refined, this book remains a seminal work on the application
of forensic medicine in solving crimes and developing evidence for
use in court.

Henry C. Chapman (1845-1909) earned two medical degrees before
entering the field of forensic medicine.  The first was from the
University of Pennsylvania in 1867.  The second was from Jefferson
Medical College (Philadelphia), where he became a professor of
medical jurisprudence for over 20 years.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related petitions in Acrobat PDF
format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***