TCR_Public/110215.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 15, 2011, Vol. 15, No. 45

                            Headlines

ACCENTIA BIOPHARMACEUTICALS: Posts $7.5-Mil. Net Loss in Q1
ACTIVECARE INC: Posts $1.7 Million Net Loss in Fiscal Q1
ADVANCED DISINFECTION: Files for Chapter 7 Liquidation
ADVANTA CORP: Court Confirms Chapter 11 Plan
AEOLUS PHARMACEUTICALS: Preferred Stock Hiked to 1.6MM Shares

AGRISOLAR SOLUTIONS: Posts $6,500 Net Loss in Dec. 31 Quarter
AKSM HOLDINGS: Judge Approves Sale to ViWinTech & Brown
AMERICAL APPAREL: 2009 Financials Now Labeled as 'Unaudited'
AMERICAN APPAREL: John Luttrell Does Not Own Any Securities
AMERICAN CAMSHAFT: $3.12MM Payments to Gerdau Not Preferential

ANCHOR BANCORP: Incurs $12.18 Million Net Loss in Dec. 31 Qtr.
ARCHIBALD ONTARIO: Case Summary & 9 Largest Unsecured Creditors
ARYX THERAPEUTICS: K. Leonard Resigns From Board of Directors
ASARCO LLC: Case vs. Barclays Transferred to Judge Hanen
ASARCO LLC: Court OKs Marten Law Group's $1.7 Mil. Fees

ASHLEY SMITH: Case Summary & 9 Largest Unsecured Creditors
AUBURN EXPRESS: Case Summary & Largest Unsecured Creditor
AW FINANCIAL: Case Summary & 3 Largest Unsecured Creditors
BAKERS FOOTWEAR: Sales Hike to $58.2MM in 13 Weeks Ended Jan. 29
BAL BAY: Case Summary & 2 Largest Unsecured Creditors

BEAVERDAM LAND: Case Summary & 5 Largest Unsecured Creditors
BF BOLTHOUSE: Moody's Gives Negative Outlook on 7x Leverage
BION ENVIRONMENTAL: Posts $3.1 Million Net Loss in Dec. 31 Quarter
BIOVEST INTERNATIONAL: Incurs $11.7MM Loss in Dec. 31 Quarter
BLOCKBUSTER INC: Diamondback Equity Stake Down to 0%

BLOCKBUSTER INC: Goldman Sachs Units Report 0.1% Equity Stake
BLOCKBUSTER INC: M.A.M., et al., Report 5.77% Equity Stake
BLOCKBUSTER INC: U.S. Trustee Closes Sec. 341 Meeting
BORCHERT LLC: Case Summary & 19 Largest Unsecured Creditors
BROWN MEDIA: BizWest Acquires Three Business Newspapers

BRUNSCHWIG & FILS: Kravet-Led Auction on March 7
CALIFORNIA COASTAL: To Present Plan for Confirmation Tomorrow
CALIFORNIA COASTAL: Gets Court's Permission to Sell Homes
CANO PETROLEUM: Trapeze Group's Equity Stake Down to 1.1%
CASCADE BANCORP: Green Equity Discloses 24.4% Equity Stake

CASCADE BANCORP: Two Directors Do Not Own Any Securities
CASCADE BANCORP: Wilbur Ross Has 24.4% Equity Stake
CASTLE HORIZON: Court Denies First Citizens' Bid to Dismiss Case
CC MEDIA: Incurs $62.67 Million Net Loss in Fourth Quarter
CEDAR FAIR: Moody's Assigns 'Ba2' Rating to $1.18 Bil. Loan

CENTRAL PACIFIC FINANCIAL: Posts $251 Million Net Loss in 2010
CHARLES LETT: Impaireds Can Appeal Without Objecting to Plan
CHEMTURA CORP: Judge Approves Mediation Over Pool Filter Claims
CHRISTENSEN REALTY: Files Amended Plan of Reorganization
CJH PETS: Case Summary & 14 Largest Unsecured Creditors

CLAIRE'S STORES: Bank Debt Trades at 2% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 8% Off in Secondary Market
CLEAR CHANNEL: Intends to Amend Senior Credit Facilities
CLEAR CHANNEL: To Offer $750MM Priority Guarantee Notes Due 2021
CLEAR CHANNEL: Moody's Assigns 'Caa2' Corporate Family Rating

CLEAR CHANNEL OUTDOOR: Incurs $87.52 Million Net Loss in 2010
CLEARWIRE CORP: F. Ianna Won't Seek Re-Election as Board Member
CLEARWIRE CORP: Stockholders Approve Amendments to Equity Plan
CLEARWIRE CORP: To Swap Employee Stock Options With New RSUs
CLOVERLEAF ENTERPRISES: Wins Formal Approval to Sell to Penn

CMB III: Files Proposed Plan of Reorganization
COMPOSITE TECHNOLOGY: Posts $3.2MM Net Loss in December 31 Quarter
CONGRESS SAND: Files Proposed Plan of Reorganization
CRC HEALTH: Moody's Puts 'B1' Rating on Senior Secured Bank Loan
CREDIT-BASED ASSET: Files Liquidating Chapter 11 Plan

CRYOPORT INC: Closes First Round of Private Placement for $4.4MM
CRYSTALLEX INT'L: Mine Contract in Venezuela Terminated
DEEL LLC: Plan Outline Hearing Scheduled for March 21
DELPHI CORP: Investigators Probe GM Funding of New Pensions
DELTA AIR: Pays $313 Million in Profit Sharing to Employees

DENNY HECKER: Sentenced to 10 Years, Fined $31 Million
DENNY'S CORPORATION: Keeley Asset Discloses 9.0% Equity Stake
DIAMOND RANCH: Reports $20,500 Net Income in Dec. 31 Quarter
DIPAK DESAI: Nevada Mutual Renews Motion for Ch. 7 Liquidation
DIPAK DESAI: Terms of Creditors Committee's Proposed Plan

DONALD LINDSEY: Case Summary & 20 Largest Unsecured Creditors
DOWLING COLLEGE: S&P Downgrades Long-Term Debt Rating to 'BB'
DS WATERS: Placed by S&P on Watch Negative due to Refinancing Risk
ENERGY XXI: Fitch Assigns 'B/RR4' Rating to $250 Mil. Notes
ENERGY XXI: Moody's Assigns 'Caa1' Rating to $250 Mil. Notes

ENERGY XXI: S&P Assigns 'B' Senior Rating to $250 Mil. Notes
ESCALON MEDICAL: Posts $1.0 Million Loss in Dec. 31 Quarter
FIRST FOLIAGE: Sells Assets to Costa Farms for $22 Million
FIRSTFED FINANCIAL: Plan Set for March 29 Confirmation
FORD MOTOR: Note Redemption Won't Affect Moody's 'Ba2' Rating

FORUM HEALTH: Debtor & Committee Have Competing Ch. 11 Plans
FREESCALE SEMICONDUCTOR: To Raise Up to $1.15 Billion in IPO
G-I HOLDINGS: Asbestos Property Damage Claim Was Time-Barred
GENERAL MOTORS: Investigators Probe Funding of New Delphi Pensions
GENERAL MOTORS: Treasury Could Exit From New GM Next Year

GREENBRIER COS: Keeley Discloses 8.9% Equity Stake
GREENSHIFT CORP: CEO Hopeful to Make Additional Progress in 2011
GUITAR CENTER: Bank Debt Trades at 2% Off in Secondary Market
GUNNALLEN FINANCIAL: M.D. Fla. Rejects Non-Debtor Releases
HAWKER BEECHCRAFT: Bank Debt Trades at 10% Off in Secondary Market

HARD ROCK HOTEL: NRFC Agrees to Forbear Until Feb. 28
HERCULES OFFSHORE: Debt Trades at 1.5% Off in Secondary Market
HOMER CITY: Fitch Downgrades Ratings on $830 Mil. Bonds to 'BB'
HUNTINGTON INGALLS: Moody's Keeps 'Ba2' Corp. Family Rating
IA GLOBAL: RXR Cross Border Discloses 5.0% Equity Stake

IMAGEWARE SYSTEMS: Bruce Toll Discloses 27.39% Equity Stake
INDEPENDENCE TAX: Dec. 31 Balance Sheet Upside-Down by $5.1-Mil.
INDEPENDENCE TAX II: Dec. 31 Balance Sheet Upside-Down by $44.9MM
INDEPENDENCE TAX III: Dec. 31 Balance Sheet Upside-Down by $27.9MM
INDEPENDENCE TAX IV: Dec. 31 Balance Sheet Upside-Down by $14.1MM

INDYMAC BANCORP: SEC Charges Former Executives With Fraud
INTERDENT INC: S&P Withdraws 'CCC' Corporate Credit Rating
INTERNATIONAL RECTIFIER: Fitch Affirms 'BB' Issuer Default Rating
INTELSAT SA: 2010 Capital Expenditures Total $932 Million
INTERTAPE POLYMER: Rutabaga Capital Discloses 3.86% Equity Stake

IRVING TANNING: Tasman Closes Purchase After Residents' Nod
JAMES HOWARD WINSLOW: Court Denies Bid for Chapter 11 Trustee
JAVO BEVERAGE: Plan Outline Hearing Set for March 16
JETBLUE AIRWAYS: Amends 2009 10-K for Trueblue Adjustments
JETBLUE AIRWAYS: Amends 2010 Q1 Report for TrueBlue Adjustment

JETBLUE AIRWAYS: Amends 2010 Q2 Report for TrueBlue Adjustment
JETBLUE AIRWAYS: Amends 2010 Q3 Report for TrueBlue Adjustment
J.F.S. INTERNATIONAL: Case Summary & Creditors List
K-V PHARMA: Filing of 10-Q for Dec. 31 Quarter Delayed
KNOLOGY INC: Proposed Refinancing Won't Affect Moody's 'B1' Rating

KOALTY TIME: Case Summary & 20 Largest Unsecured Creditors
KOBRA PETROLEUM: Case Summary & 8 Largest Unsecured Creditors
KRATOS DEFENSE: Herley Deal Won't Affect Moody's 'B3' Rating
L. FITZGERALD LESTER: Voluntary Chapter 11 Case Summary
LAS VEGAS SANDS: Moody's Upgrades Corporate Family Rating to 'Ba3'

LDK SOLAR: Offering RMB-Denominated US$-Settled Notes
LE-NATURE'S INC: Former CEO Accused of Selling Ill-Gotten Jewels
LEVEL GLOBAL: Insider Trading Probe Prompts Wind Down
LIBBEY INC: BlackRock Holds 7.47% Equity Stake
LIONCREST TOWERS: Files Plan; Wells Fargo to Be Paid Over 5 Years

LODGENET INTERACTIVE: BlackRock Discloses 6.19% Equity Stake
LONESOME PINE: Seeks Monetary Damages from Beuna Vista et al.
LSM HOTEL: Court Declines to Halt Toreador State Court Litigation
MARGAUX ORO: Asks Court's Nod to Use Wells Fargo's Cash Collateral
MARKWEST ENERGY: Fitch Assigns 'BB' Rating to $300 Mil. Notes

MESA AIR: Court OKs Settlement of GE Electric Aircraft Claims
MESA AIR: Reaches Settlement With Fokker Services
MESA AIR: Resolves Dispute With AAR Corp. on Cure Amounts
MIRANT CORP: Dist. Ct. Says Ga. Law Applies to Commerzbank Suit
MOMENTIVE PERFORMANCE: S&P Assigns 'B' Rating to $1 Bil. Loans

MONEY TREE: Posts $4.1 Million Net Loss in Dec. 25 Quarter
MONEYGRAM INT'L: BlackRock Discloses 5.76% Equity Stake
MORGANS HOTEL: Two Mezzanine Units Reach Forbearance Agreement
MPG TRUST: BlackRock Discloses 6.56% Equity Stake
NAVISTAR INT'L: BlackRock Discloses 7.97% Equity Stake

NORTEL NETWORKS: Ericsson Offers EU Remedies on $65MM Nortel Deal
NPS PHARMACEUTICALS: BlackRock Discloses 7.46% Equity Stake
OCTOBER TRUST: Case Summary & 2 Largest Unsecured Creditors
ONE SMART: Case Summary & 20 Largest Unsecured Creditors
ORGANICA BIOTECH: Three Firms Under Chapter 11

ORLEANS HOMEBUILDERS: Emerges From Ch 11 With $160MM in Financing
OTC HOLDINGS: Oriental Trading Emerges from Chapter 11
PACIFIC CAPITAL: Moody's Upgrades Long-Term Issuer Rating to 'B2'
PASTEURIZED EGGS: Inventor & Asset Buyer Debate Patent Claims
PHYSICIAN ONCOLOGY: Moody's Assigns 'B2' Corporate Family Rating

PLAYBOY ENTERPRISES: Moody's Assigns 'B2' Rating to $195 Mil. Loan
PLY GEM HOLDINGS: Expects $215MM to 222MM in Sales for Q4
POINT BLANK: Automatic Stay Applies to Qui Tam Action
POINT BLANK: Slows Disclosure, Seeks More Exclusivity
PRECISION ENGINEERED: Moody's Puts 'B1' Rating on $190 Mil. Notes

PRIME GROUP: Sells Biz to Five Mile; Inks Debt Refinancing Deal
PRIMUS TELECOMMUNICATIONS: Moody's Raises Corp. Family Rating
PROVIDENT FUNDING: S&P Assigns 'B' Rating to $200 Mil. Notes
QA3 FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
QUEENS BALLPARK: Moody's Affirms 'Ba1' Rating, Gives Neg. Outlook

QUEPASA CORP: Files Copy of Securities Purchase Agreement
QUEPASA CORP: Incurs $6.65 Million Net Loss in Fiscal 2010
QUEPASA CORP: John Abbott Discloses 15.3% Equity Stake
QUEPASA CORP: Michael Matte Discloses 11.3% Equity Stake
RACE POINT: S&P Assigns 'BB' Rating to $275 Mil. Senior Loan

RADIO ONE: Moody's Corrects Press Release on Credit Loan Ratings
RANCHER ENERGY: Form 10-Q Filing for Dec. 31 Quarter Delayed
RCLC INC: Hearing on Plan Outline Set for March 10
REGAL ENTERTAINMENT: Fitch Puts 'B-/RR6' Rating on $100 Mil. Notes
REGAL ENTERTAINMENT: Moody's Puts 'B3' Rating on $100 Mil. Notes

REGAL ENTERTAINMENT: S&P Assigns 'BB-' Rating to New Loan
RLAND PROPERTIES: Sent 15 Shopping Centers to Chapter 11
RUGGED BEAR: Hires K&L Gates as Counsel Despite Conflict
RUGGED BEAR: Hires Gordon Brothers for Store Closures
SABERTOOTH LLC: Bankr. Ct. Can't Review Confessed Judgment

SANFORD ASSOCIATES: Case Summary & 5 Largest Unsecured Creditors
SEAHAWK DRILLING: Asks for Court's Nod to Obtain DIP Financing
SEAHAWK DRILLING: Taps Fulbright & Jaworski as Gen. Bankr. Counsel
SEAHAWK DRILLING: Wants to Sell Substantially All of Assets
SECUREALERT INC: Inks GPS Monitoring Contract in Mexico

SHALAN ENTERPRISES: Can Sell Las Vegas Property for $290,000
SMITHFIELD FOODS: Moody's Upgrades Corporate Family Rating to 'B1'
SOLAR ENERTECH: Reports $5 Million Net Income in Dec. 31 Quarter
SOUTH EDGE: Appeals Chapter 11 Ruling and Trustee Appointment
SPICEWOOD DEVELOPMENT: Essentially No Equity Left in Ch. 11 Estate

SPITZER INDUSTRIES: Moody's Assigns 'B2' Corporate Family Rating
SPITZER INDUSTRIES: S&P Assigns 'B' Corporate Credit Rating
SUNCAL COS: Seeks to Halt Exit Plans for Projects Backed by Lehman
SYNTERRA 3020: Can Use Inland Mortgage's Cash Until February 28
TANGLEWOOD FARMS: Court Denies Bid for Chapter 11 Trustee

TAYLOR BEAN: Troutman Seeks to Nix Ex-Chairman's Info Demand
TAYLOR BEAN: Again Selling Georgia Office Building
TBS INTERNATIONAL: Joseph Royce Discloses 36.7% Equity Stake
TC GLOBAL: December 26 Balance Sheet Upside-Down by $6.8 Million
TEAM FINANCE: Moody's Upgrades Corporate Family Rating to 'Ba3'

TOUSA INC: District Judge Voids Fraudulent Transfer Judgement
TRIBUNE CO: Bank Debt Trades at 26% Off in Secondary Market
TRIBUNE CO: Court Junks Aurelius, et al., Pleas for Documents
TRIBUNE CO: New York Tax Dept. Objects to Competing Plans
TRIBUNE CO: Parties File Plan & LBO-Related Discovery Requests

TRICO MARINE: Receives Court Nod of Noteholders Settlement
TRONOX INC: Emerges From Chapter 11
TWO DETROIT: Case Summary & 20 Largest Unsecured Creditors
ULTIMATE ACQUISITION: Employee Files Class Action Over Firings
ULTIMATE ACQUISITION: Wins Court's OK to Liquidate 46 Stores

UNION CARBIDE: Moody's Raises Rating on 6.79% Bonds From 'Ba2'
WALLACE TERRACE: Voluntary Chapter 11 Case Summary
WASHINGTON MUTUAL: Disclosure Hearing Set for March 21
WASHINGTON MUTUAL: Files Motion to Return Rights Offering Payments
WASHINGTON MUTUAL: Insurer Seeks Quick Win in $4.5M Coverage Row

WATERFORD GAMING: Supplemental Bonds Won't Affect Moody's Rating
WORD WORLD: Voluntary Chapter 11 Case Summary
W.R. GRACE: BNSF Seeks Reconsideration of Deal Objection Denial
W.R. GRACE: Wins Nod to Amend 2010 L/C Facility Agreement
W.R. GRACE: Wins Nod to Extend Credit Agreement With ART

YRC WORLDWIDE: Fitch Affirms 'CC' Issuer Default Rating

* Great American Group Introduces Quarterly Auctions

* Large Companies With Insolvent Balance Sheets

                            *********

ACCENTIA BIOPHARMACEUTICALS: Posts $7.5-Mil. Net Loss in Q1
-----------------------------------------------------------
Accentia BioPharmaceuticals Inc. filed its quarterly report on
Form 10-Q, reporting a net loss of $7.5 million on $2.1 million of
sales for the three months ended December 31, 2010, compared with
a net loss of $3.6 million on $3.7 million of sales for the same
period of 2009.

The Company's balance sheet at December 31, 2010, showed
$9.2 million in total assets, $101.7 million in total liabilities,
and a stockholders' deficit of $92.5 million.

At December 31, 2010, the Company had an accumulated deficit of
approximately $327.3 million and a working capital deficit of
approximately $38.0 million.  Cash and cash equivalents at
December 31, 2010, was $3.8 million of which $3.5 million was
attributable to Biovest.

The Company's independent registered public accounting firm's
report included a "going concern" uncertainty on the financial
statements for the year ended September 30, 2010, citing
significant losses and working capital deficits at that date.

"Our ability to continue present operations and to continue our
product development efforts are dependent upon our ability to
successfully execute the obligations under our Plan and to obtain
significant external funding, which raises substantial doubt about
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?732a

                About Accentia BioPharmaceuticals

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(OTC QB: ABPI) -- http://www.accentia.net/-- is a biotechnology
company that is developing Revimmune(TM) as a comprehensive system
of care for the treatment of autoimmune diseases.  Additionally,
through the Company's, majority-owned subsidiary, Biovest
International, Inc., the Company is developing BiovaxID(R) as a
therapeutic cancer vaccine for treatment of follicular non-
Hodgkin's lymphoma ("FL") and mantle cell lymphoma ("MCL").
Through the Company's wholly-owned subsidiary, Analytica
International, Inc. ("Analytica"), they conduct a health economics
research and consulting business which Analytica markets to the
pharmaceutical and biotechnology industries, using Analytica's
operating cash flow to support the Company's corporate
administration and product development activities.

On November 10, 2008, Accentia BioPharmaceuticals, along with its
subsidiaries filed for Chapter 11 protection (Bankr. M.D. Fla.
Lead Case No. 08-17795).  The Company emerged from Chapter 11
protection, and the Plan of Reorganization became effective, on
November 17, 2010.


ACTIVECARE INC: Posts $1.7 Million Net Loss in Fiscal Q1
--------------------------------------------------------
ActiveCare, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $1.69 million on $174,000 of revenues for
the three months ended Dec. 31, 2010, compared with a net loss of
$1.26 million on $113,000 of revenues for the same period of 2009.

The Company's balance sheet at December 31, 2010, showed
$1.76 million in total assets, $1.21 million in total liabilities,
and stockholders' equity of $544,000.

As reported in the Troubled Company Reporter on Dec. 8, 2010,
Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah,
expressed substantial doubt about ActiveCare's ability to continue
as a going concern, following the Company's results for the fiscal
year ended Sept. 30, 2010.  The independent auditors noted that
the Company has incurred recurring operating losses and has an
accumulated deficit.

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

               http://researcharchives.com/t/s?7329

                      About ActiveCare Inc.

West Valley City, Utah-based ActiveCare, Inc.
-- http://www.activecare.com/-- is organized into two business
segments based primarily on the nature of the Company's products.
The Stains and Reagents segment is engaged in the business of
manufacturing and marketing medical diagnostic stains, solutions
and related equipment to hospitals and medical testing labs.  The
Care Services segment is engaged in the business of developing,
distributing and marketing mobile health monitoring and concierge
services to distributors and customers.


ADVANCED DISINFECTION: Files for Chapter 7 Liquidation
------------------------------------------------------
Ben Sutherly, staff writer at the Dayton Daily News, reports that
Advanced Disinfection Technologies LLC has filed a Chapter 7
bankruptcy petition, estimating assets under $50,000 and
liabilities between $1 million and $10 million.

According to employee Vivien Carmichael, the Company is "winding
down" operations.  She said the Company has been dealing with a
patent infringement lawsuit.

Advanced Disinfection, doing business as ADTec, develops, patents
and brings to market innovative disinfection products.  The
Company started operations in 2008.


ADVANTA CORP: Court Confirms Chapter 11 Plan
--------------------------------------------
Advanta Corp. obtained an order from Bankruptcy Judge Kevin Carey
confirming its Chapter 11 plan.  The Plan was unanimously approved
by seven of the 11 creditor classes.  The official committee of
unsecured creditors asked creditors to vote in favor of the Plan.

Under the Plan, holders of $140.6 million in unsecured notes could
be paid in full.  General unsecured creditors, with as much as
$180.6 million in claims, could recover up to 71.3%.  The Plan
creates six trusts that will liquidate and distribute to creditors
and equity holders most of the Debtors' assets.  A seventh trust
will hold stock of Advanta, which will continue to own the stock
of its Debtor-subsidiary, ASC, and a non-Debtor subsidiary, ABHC,
along with some cash and a certain portion of Advanta's portfolio
of business credit card receivables.  The bankruptcy judge in
Delaware signed the confirmation order on Feb. 11.

                       About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- issues business
purpose credit cards to small businesses and business
professionals in the United States. Advanta primarily funds and
operates its business credit card business through Advanta Bank
Corp., which offers a range of deposit products that are insured
by the Federal Deposit Insurance Corporation.

In June 2009, the FDIC placed significant restrictions on the
activities and operations of Advanta Bank, as the Bank's capital
ratios were below required regulatory levels.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931). Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as the Debtor's
bankruptcy counsel. Alvarez & Marsal is the financial advisor.
The Garden City Group, Inc., is the claims agent. The filing did
not include Advanta Bank. The petition said that Advanta Corp.'s
assets totaled $363,000,000 while debts totaled $331,000,000 as of
September 30, 2009.


AEOLUS PHARMACEUTICALS: Preferred Stock Hiked to 1.6MM Shares
-------------------------------------------------------------
Effective February 7, 2011, Aeolus Pharmaceuticals, Inc,. amended
its certificate of incorporation pursuant to a certificate of
amendment to increase the number of authorized shares of preferred
stock designated as "Series B Convertible Preferred Stock" from
600,000 shares to 1,600,000 shares.  A full-text copy of the
Certificate of Amendment is available for free at
http://ResearchArchives.com/t/s?7325

                       Aeolus Pharmaceuticals

Aeolus Pharmaceuticals, Inc. (OTC Bulletin Board: AOLS)
-- http://www.aeoluspharma.com/-- is a Southern California-based
biopharmaceutical company.  The Company is developing a new class
of broad spectrum catalytic antioxidant compounds based on
technology discovered at Duke University and National Jewish
Health.  Its lead compound, AEOL 10150, is entering human clinical
trials in oncology, where it will be used in combination with
radiation therapy.

The Company's balance sheet at September 30, 2010, showed
$2.4 million in total assets, $29.1 million in total liabilities,
and a stockholders' deficit of $26.7 million.

Haskell & White LLP, in Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses, negative cash flows from operations and
management believes the Company does not currently possess
sufficient working capital to fund its operations past the second
quarter of fiscal 2012.


AGRISOLAR SOLUTIONS: Posts $6,500 Net Loss in Dec. 31 Quarter
-------------------------------------------------------------
Agrisolar Solutions, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $6,500 on $1.79 million of revenue
for the third quarter ended Dec. 31, 2010, compared with a net
loss of $817,700 on $1.05 million of revenue for the same period
of the prior fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed
$10.26 million in total assets, $5.79 million in total
liabilities, and stockholders' equity of $4.47 million.

As reported in the Troubled Company Reporter on July 20, 2010,
ZYCPA Company Limited, in Hong Kong, China, expressed substantial
doubt about Agrisolar Solutions' ability to continue as a going
concern, following the Company's results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
has incurred continuous losses.

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

               http://researcharchives.com/t/s?7333

                     About AgriSolar Solutions

Denver, Colo.-based AgriSolar Solutions, Inc. (OTC BB: AGSO)
is principally engaged in the design, manufacture, distribution
and sales of solar energy saving, insect killer and plastic
products in the People's Republic of China and overseas.

The Company was incorporated in the State of Colorado on March 13,
2006, under the name V2K International, Inc.  On January 8, 2010,
the Company changed its company name from "V2K International,
Inc." to its current name.


AKSM HOLDINGS: Judge Approves Sale to ViWinTech & Brown
-------------------------------------------------------
American Bankruptcy Institute reports that a Kentucky judge has
approved the sale of AKSM Holdings Inc. to stalking-horse bidders
ViWinTech Window & Door Inc. and Brown Real Estate Holdings Inc.

                        About AKSM Holdings

AKSM Holdings, Inc. manufactures vinyl windows and patio doors.
The company was founded in 1952 and is based in Paducah, Kentucky.

AKSM Holdings filed for Chapter 11 protection (Bankr. D. Western
Kentucky Case No. 09-51148) on October 1, 2009.  The Debtor
estimated assets and liabilities between $1 million and
$10 million.   Mark C. Whitlow, Esq., at Whitlow, Roberts, Houston
& Straub, PLLC, in Paducah, Kentucky, serves as the Debtor's
bankruptcy counsel.


AMERICAL APPAREL: 2009 Financials Now Labeled as 'Unaudited'
------------------------------------------------------------
American Apparel, Inc., disclosed in the December that its audit
committee received notice from Deloitte & Touche LLP stating that
Deloitte had concluded that Deloitte's report on the Company's
previously issued consolidated financial statements as of and for
the year ended December 31, 2009, including Deloitte's report on
internal control over financial reporting at December 31, 2009,
including in the Original Filing, should not be relied upon or
associated with the 2009 financials.

Accordingly, the Company filed Amendment No. 4 on Form 10-K/A for
the purpose of removing the Deloitte Reports and labeling the 2009
financials as "unaudited."  As a result, the consolidated
financial statements for the year ended December 31, 2009 included
in this Amendment No. 4 are unaudited.

The Company plans to file another amendment to the Annual Report
for the year ended December 31, 2009, once a new report on
internal control over financial reporting at December 31, 2009 and
a new audit report on the 2009 financials are available from the
Company's current auditors, for the purpose of filing those
reports and, at such time, the notation that the 2009 financials
are "unaudited" would be removed.

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 30, 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

The Company's balance sheet at September 30, 2010, showed
$322.7 million in total assets, $231.3 million in total
liabilities, and stockholders' equity of $91.4 million.

American Apparel disclosed in its quarterly report on Form 10-Q
for the third quarter of 2010 that based upon results of
operations for the nine months ended September 30, 2010, and
through the issuance of the financial statements and projected for
the remainder of 2010, the Company may not have sufficient
liquidity necessary to sustain operations for the next twelve
months, and that it is probable that beginning January 31, 2011,
the Company will not be in compliance with the minimum
Consolidated EBITDA covenant under the $80,000,000 term loan with
Lion Capital LLP.

"Noncompliance with covenants under the Lion Credit Agreement
would constitute an event of default under the BofA Credit
Agreement, which, if not waived, could block the Company from
making borrowings under the BofA Credit Agreement," the Company
said in the filing.  "These factors, among others, raise
substantial doubt that the Company will be able to continue as a
going concern."



AMERICAN APPAREL: John Luttrell Does Not Own Any Securities
-----------------------------------------------------------
In a Form 3 filing with the U.S. Securities and Exchange
Commission on February 7, 2011, John J. Luttrell, EVP, chief
financial officer at American Apparel, Inc., disclosed that he
does not own any securities of the Company.

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 30, 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

The Company's balance sheet at September 30, 2010, showed
$322.7 million in total assets, $231.3 million in total
liabilities, and stockholders' equity of $91.4 million.

American Apparel disclosed in its quarterly report on Form 10-Q
for the third quarter of 2010 that based upon results of
operations for the nine months ended September 30, 2010, and
through the issuance of the financial statements and projected for
the remainder of 2010, the Company may not have sufficient
liquidity necessary to sustain operations for the next twelve
months, and that it is probable that beginning January 31, 2011,
the Company will not be in compliance with the minimum
Consolidated EBITDA covenant under the $80,000,000 term loan with
Lion Capital LLP.

"Noncompliance with covenants under the Lion Credit Agreement
would constitute an event of default under the BofA Credit
Agreement, which, if not waived, could block the Company from
making borrowings under the BofA Credit Agreement," the Company
said in the filing.  "These factors, among others, raise
substantial doubt that the Company will be able to continue as a
going concern."


AMERICAN CAMSHAFT: $3.12MM Payments to Gerdau Not Preferential
--------------------------------------------------------------
Bankruptcy Judge Phillip J. Shefferly granted the defendant's
request for summary judgment in the lawsuit, Basil T. Simon,
Trustee, v. Gerdau MacSteel, Inc., Adv. Pro. No. 08-05578 (Bankr.
E.D. Mich.).  Basil T. Simon, the chapter 7 trustee to American
Camshaft Specialties, Inc., sued Gerdau on Nov. 30, 2008, alleging
it received payments from the Debtor in the 90 days before the
Debtor's bankruptcy case in the aggregate amount of $3,126,022.
The Chapter 7 trustee sought to avoid those transfers as
preferential pursuant to 11 U.S.C. Sec. 547(b).

The Debtor's business involved the design, production and sale of
steel and iron camshafts for original equipment manufacturers in
the automotive industry.  For over 20 years, the Debtor purchased
special bar quality steel from Gerdau.

The defendant asserts that the transfers are not avoidable because
of the ordinary course of business defense under Sec. 547(c)(2);
and the transfers are not avoidable because of the subsequent new
value defense under Sec. 547(c)(4).  The defendant filed two
motions for summary judgment.

Judge Shefferly granted the defendant's motion for summary
judgment under Sec. 547(c)(2).  Because the Court grants that
motion, the Court deemed it unnecessary to reach the other motion.
The Court held that there are no genuine issues of material fact
regarding whether the payments challenged by the Chapter 7 Trustee
were made according to ordinary business terms.

A copy of Judge Shefferly's February 9, 2011 opinion is available
at http://is.gd/toWYHqfrom Leagle.com.

                About American Camshaft Specialties

American Camshaft Specialties, Inc., and three U.S. affiliates
filed for chapter 11 protection on Dec. 9, 2006 (Bankr. E.D. Mich.
Case No. 06-58298).  Christopher A. Grosman, Esq., and Robert A.
Weisberg, Esq., at Carson Fischer, P.L.C., represent the Debtors.
Lawyers at Schafer and Weiner PLLC represent the Official
Committee of Unsecured Creditors.   When the Debtors filed for
protection from their creditors they estimated assets and debts
between $10 million and $50 million.  After substantially all of
the Debtors' tangible assets were sold in Sec. 363 sales, the
Bankruptcy Court converted all four Chapter 11 cases to Chapter 7
liquidation proceedings on October 9, 2007, when the Debtors
failed to file a Chapter 11 plan by the deadline first set and
then extended by the Court.  Basil Simon was appointed Trustee in
each of the four Chapter 7 cases.  The Chapter 7 Trustee is
represented by Joseph K. Grekin, Esq., and Tracey L. Porter, Esq.,
at Schafer and Weiner PLLC in Bloomfield Hills, Michigan.


ANCHOR BANCORP: Incurs $12.18 Million Net Loss in Dec. 31 Qtr.
--------------------------------------------------------------
On February 7, 2011, Anchor Bancorp Wisconsin Inc. filed its
quarterly report on Form 10-Q for the quarterly period ended
December 31, 2010.  The Company reported a net loss of
$12.18 million on $41.15 million of total interest income for the
three months ended December 31, 2010, compared with a net loss of
$10.20 million on $53.55 million of total interest income for the
same period during the prior year.

The Company's balance sheet at December 31, 2010 showed
$3.58 billion in total assets, $3.59 billion in total liabilities
and a $9.52 million a stockholders' deficit.

As reported in the Troubled Company Reporter on July 5, 2010,
McGladrey & Pullen, LLP, in Madison, Wisconsin, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that at March 31,
2010, all of the subsidiary bank AnchorBank, fsb's regulatory
capital amounts and ratios are below the required levels and the
bank is considered "undercapitalized" under the regulatory
framework for prompt corrective action.  The subsidiary bank has
also suffered recurring losses from operations.  Failure to meet
the capital requirements exposes the Company's to regulatory
sanctions that may include restrictions on operations and growth,
mandatory asset dispositions, and seizure of the subsidiary bank.

In the latest Form 10-Q, Anchor Bancorp said that along with its
bank, it continues to diligently work with their financial and
professional advisors in seeking qualified sources of outside
capital, and in achieving compliance with the requirements of the
orders.  Anchor Bancorp and the Bank continue to consult with the
OTS and FDIC on a regular basis concerning the Corporation's and
Bank's proposals to obtain outside capital and to develop action
plans that will be acceptable to federal regulatory authorities,
but there can be no assurance that these actions will be
successful, or that even if one or more of the Corporation's and
Bank's proposals are accepted by the Federal regulators, that
these proposals will be successfully implemented.

"While the Corporation's management continues to exert maximum
effort to attract new capital, significant operating losses in
fiscal 2008, 2009 and 2010, significant levels of criticized
assets and low levels of capital raise substantial doubt as to the
Corporation's ability to continue as a going concern.  If the
Corporation and Bank are unable to achieve compliance with the
requirements of the Orders, or implement an acceptable capital
restoration plan, and if the Corporation and Bank cannot otherwise
comply with those commitments and regulations, the OTS or FDIC
could force a sale, liquidation or federal conservatorship or
receivership of the Bank," Anchor Bancorp said in the Form 10-Q.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?7310

                       About Anchor Bancorp

Headquartered in Madison, Wisconsin, Anchor Bancorp Wisconsin Inc.
(NASDAQ: ABCW) is a registered savings and loan holding company
incorporated under the laws of the State of Wisconsin.  The
Company is engaged in the savings and loan business through its
wholly owned banking subsidiary, AnchorBank, fsb.

AnchorBank, fsb was organized in 1919 as a Wisconsin chartered
savings institution and converted to a federally chartered savings
institution in July 2000.  AnchorBank, fsb is the third largest
depository institution headquartered in the state of Wisconsin and
its largest thrift in terms of assets.


ARCHIBALD ONTARIO: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Archibald Ontario, LLC
        1550 Tiburon Boulevard, #B-1
        Tiburon, CA 94920

Bankruptcy Case No.: 11-10457

Chapter 11 Petition Date: February 10, 2011

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Alfred Dovbish, Esq.
                  LAW OFFICE OF ALFRED DOVBISH
                  1550-G Tiburon Boulevard, #216
                  Tuburon, CA 94920
                  Tel: (415) 924-0808

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

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

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb11-10457.pdf

The petition was signed by Siavash Barmand, managing member.


ARYX THERAPEUTICS: K. Leonard Resigns From Board of Directors
-------------------------------------------------------------
On February 1, 2011, Keith Leonard resigned as a member of ARYx
Therapeutics, Inc.'s board of directors, including as member of
the audit committee of the Board and nominating and corporate
governance committee of the Board.  Mr. Leonard's resignation was
not the result of any disagreement with the Company on any matter
relating to the Company's operations, policies or practices, or
regarding the general direction of the Company.

                      About ARYx Therapeutics

Fremont, Calif.-based ARYx Therapeutics, Inc. (NASDAQ: ARYX)
-- http://www.aryx.com/-- is a biopharmaceutical company.  ARYx
currently has four products in clinical development: a prokinetic
agent for the treatment of various gastrointestinal disorders,
naronapride (ATI-7505); an oral anticoagulant agent for patients
at risk for the formation of dangerous blood clots, tecarfarin
(ATI-5923); an oral anti-arrhythmic agent for the treatment of
atrial fibrillation, budiodarone (ATI-2042); and, an agent for the
treatment of schizophrenia and other psychiatric disorders, ATI-
9242.

The Company's balance sheet as of September 30, 2010, showed
$6.0 million in total assets, $13.7 million in total liabilities,
and a stockholders' deficit of $7.7 million.

As reported in the Troubled Company Reporter on April 9, 2010,
Ernst & Young LLP, in Palo Alto, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern,
following review of the Company's 2009 results, citing the
Company's recurring losses from operations and stockholders'
deficit.


ASARCO LLC: Case vs. Barclays Transferred to Judge Hanen
--------------------------------------------------------
Appellants Reorganized ASARCO LLC, Asarco Incorporated and
Americas Mining Corporation, and Cross-Appellant Barclays Capital
Inc. jointly filed a request to transfer, consolidate and set
briefing schedule for their appeals.

The separately filed appeals involve the parties' challenges to
the memorandum opinion and order on Barclays' fee application and
fee enhancement motion entered by the U.S. Bankruptcy Court for
the Southern District of Texas on December 2, 2010.

As per the agreement between judges of the U.S. District Court
for the Southern District of Texas, the ASARCO Appeal was
transferred to District Judge Andrew S. Hanen.  The Barclays
Appeal was assigned to District Judge Janis Graham Jack, but has
not yet been transferred.

By this motion, the parties jointly ask the District Court to
transfer the Barclays Appeal to the jurisdiction of Judge Hanen
and that the appeals be consolidated for briefing and
disposition.

The parties believe that transfer and consolidation of the two
appeals is appropriate, would assist the District Court in
efficiently resolving the case, and is consistent with Judge
Hanen's decision to handle the appellate matters arising from the
ASARCO bankruptcy.

A single coordinated briefing schedule would allow for the
efficient disposition of the matter, the parties contend.  On the
contrary, if left unconsolidated under the current schedule, a
total of six briefs would be filed, which filings would be
overlapping and potentially voluminous, the parties assert.  The
parties believe that a single briefing schedule that allows them
to fully brief their respective issues is the most efficient way
to assist the District Court in its disposition of the appeals.

The parties also ask the District Court to extend previously set
dates and instead, set these briefing schedules to allow them to
discuss whether they can settle their disputes without the need
for further litigation and expense:

  -- ASARCO's appellant's brief due on March 1, 2011;

  -- Barclays' combined cross-appellant's/appellee's brief due
     on April 1, 2011;

  -- ASARCO's combined cross-appellee's/appellant's reply brief
     due April 22, 2011; and

  -- Barclays' cross-appellant's reply brief due on May 13,
     2011.

Judge Hanen granted the joint request, and approved the parties'
proposed briefing schedules.

                         About Asarco LLC

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

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

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASARCO LLC: Court OKs Marten Law Group's $1.7 Mil. Fees
-------------------------------------------------------
Judge Schmidt awarded Marten Law Group PLLC's fees and expenses,
aggregating $1,705,714 for its services as special counsel to
ASARCO LLC for the period from April 1, 2007, through February 5,
2010.

                         About Asarco LLC

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

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

On December 9, 2009, Grupo Mexico, S.A.B., consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASHLEY SMITH: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ashley Smith Properties, LLC
        4131 Ogeechee Road, Suite 131
        Savannah, GA 31405

Bankruptcy Case No.: 11-40292

Chapter 11 Petition Date: February 10, 2011

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: Charles Vincent Loncon, Esq.
                  BRANNEN SEARCY & SMITH
                  22 East 34th Street
                  Savannah, GA 31401
                  Tel: (912) 234-8875
                  Fax: (912) 232-1792
                  E-mail: cloncon@brannenlaw.com

Scheduled Assets: $1,916,058

Scheduled Debts: $1,328,207

A list of the Company's nine largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/gasb11-40292.pdf

The petition was signed by Charles H. Smith, member.


AUBURN EXPRESS: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Auburn Express Storage, LLC
        P.O. Box 73639
        Puyallup, WA 98373-0639

Bankruptcy Case No.: 11-41011

Chapter 11 Petition Date: February 11, 2011

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Brian D. Lynch

Debtor's Counsel: Christopher E. Allen, Esq.
                  MORTON MCGOLDRICK PS
                  820 A St., Ste 600
                  P.O. Box 1533
                  Tacoma, WA 98401
                  Tel: (253) 627-8131
                  E-mail: ceallen@bvmm.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Timberland Bank           Bank Loan              $4,000,000
7805 South Hosmer
Tacoma, WA 98408

The petition was signed by Fred Crase, manager.


AW FINANCIAL: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: AW Financial & Investment Inc.
        10501 Valley Boulevard, #1888
        El Monte, CA 91731

Bankruptcy Case No.: 11-15930

Chapter 11 Petition Date: February 11, 2011

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Alexander Yoo In Kim, Esq.
                  PACIFIC ACCESS GROUP, LLC
                  3600 Wilshire Boulevard, Suite 1408
                  Los Angeles, CA 90010

Scheduled Assets: $1,100,000

Scheduled Debts: $3,083,847

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-15930.pdf

The petition was signed by Bin Ling Lei, assistant secretary.


BAKERS FOOTWEAR: Sales Hike to $58.2MM in 13 Weeks Ended Jan. 29
----------------------------------------------------------------
Bakers Footwear Group, Inc., reported net sales for the fourth
quarter and full year of fiscal 2010.  For January, the four-week
period ended Jan. 29, 2011, net sales were $11.5 million, a
decrease of 3.2% from $11.9 million for the four-weeks ended
January 30, 2010.  Comparable store sales for the four-week
January 2011 period decreased 1.3%, compared to an increase of
0.8% for the four-week period ended Jan. 30, 2010.

For the thirteen-weeks ended Jan. 29, 2011, the Company's fourth
fiscal quarter, net sales increased 1.0% to $58.2 million, from
$57.6 million for the thirteen-weeks ended Jan. 30, 2010.
Comparable store sales for the fourth quarter of fiscal 2010
increased 2.6%, compared to a comparable store sales increase of
3.9% for the fourth quarter of fiscal 2009.

For the fifty-two weeks ended Jan. 29, 2011, the Company's fiscal
year 2010, net sales were $185.6 million compared to
$185.4 million last year.  Comparable store sales for fiscal year
2010 increased 1.7%, compared to a comparable store sales increase
of 1.3% for fiscal year 2009.

Peter Edison, chairman and chief executive officer of Bakers
Footwear Group commented, "We are pleased to report increased
comparable store sales for the fourth quarter and fiscal year
continuing our positive momentum from 2009.  Fiscal year 2010 is
our third consecutive year of positive comparable store sales.
Our fourth quarter sales were driven by our initiatives in new and
exclusive brands, as well as our continued ability to capitalize
on the trends in fashion footwear.  We expect our favorable sales
performance to continue as we begin fiscal 2011 and are
particularly encouraged by the excitement in our current and
upcoming spring offerings."

Based on the Company's business plan, the Company believes it has
adequate liquidity to fund anticipated working capital
requirements and expects to be in compliance with its financial
covenants through the next twelve months.

                       About Bakers Footwear

St. Louis, Mo.-based Bakers Footwear Group, Inc. (OTC Bulletin
Board: BKRS.OB) is a national, mall-based, specialty retailer of
footwear and accessories for young women.  The Company's
merchandise includes private label and national brand dress,
casual and sport shoes, boots, sandals and accessories.  As of
Oct. 30, 2010, the Company operated 236 stores, including 220
Bakers stores and 16 Wild Pair stores located in 35 states.

The Company's balance sheet at October 30, 2010, showed
$51.17 million in total assets, $62.42 million in total
liabilities, and a stockholders' deficit of $11.25 million.

As reported in the Troubled Company Reporter on May 4, 2010,
Ernst & Young LLP, in St. Louis, Mo., expressed substantial doubt
about the Company's ability to continue as a going concern,
following its results for the fiscal year ended January 30, 2010.
The independent auditors noted that the Company has incurred
substantial losses from operations in recent years and has a
significant working capital deficiency.  Bakers Footwear reported
a net loss of $9.1 million on $185.4 million of revenue for the
fiscal year ended January 30, 2010, compared with a net loss of
$15.0 million on $183.7 million of revenue for the year ended
January 31, 2009.


BAL BAY: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Bal Bay Associates, Inc.
        1900 Sunset Harbour Drive, Suite 200
        Miami Beach, FL 33139

Bankruptcy Case No.: 11-13641

Chapter 11 Petition Date: February 11, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Scott Alan Orth, Esq.
                  LAW OFFICES OF SCOTT ALAN ORTH, P.A.
                  3880 Sheridan Street
                  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 two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb11-13641.pdf

The petition was signed by John R. Olsen, director.

Affiliate that previously filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Bal Bay Properties, Inc.              11-10374            01/07/11


BEAVERDAM LAND: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Beaverdam Land Development Company, LLC
        16401 International Street
        Doswell, VA 23047

Bankruptcy Case No.: 11-30883

Chapter 11 Petition Date: February 11, 2011

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Roy M. Terry, Jr., Esq.
                  DURRETTECRUMP PLC
                  1111 East Main Street, 16th Floor
                  Richmond, VA 23219
                  Tel: (804) 775-6948
                  E-mail: rterry@durrettecrump.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 five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb11-30883.pdf

The petition was signed by Donald L. Hall, managing member.


BF BOLTHOUSE: Moody's Gives Negative Outlook on 7x Leverage
-----------------------------------------------------------
Moody's changed the outlook for Bolthouse to negative from stable.
The company's B2 corporate family rating and other ratings remain
unchanged.

The change to a negative outlook reflects the company leverage
increase over the past several quarters and concerns around its
very tight cushion under the first lien leverage covenant, said
Linda Montag, Moody's Senior Vice president.  Based on Moody's
standard adjustments, Moody's estimate that leverage at the end of
December will be close to 7 times, well above the 6 times level
that Moody's have said would lead to downward rating pressure.
While Moody's expect improvement in leverage as the year
progresses, Moody's believe that it will be some time before the
company can reach the leverage levels Moody's had originally
expected.  Leverage as calculated for the bank covenant had a
single digit cushion versus the covenant at the end of the last
quarter ended September 2010 and Moody's do not expect a much
better cushion by the end of December.

The company's B2 corporate family rating is supported by its
leading market position within its core carrot business and its
healthy beverage segment as well as the relatively stable nature
of the company's earnings with less volatility than for other
natural product processors.  These attributes are offset by the
speculative grade elements in the company's profile, primarily its
modest scale relative to much larger and diverse natural products
and packaged goods companies, concentration of its vertically
integrated raw material sources, still fairly narrow product
focus.  Leverage has trended higher than Moody's originally
expected at the time of the last refinancing despite debt pay-down
as EBITDA softened, and the negative outlook reflects this
increase in leverage and concerns about tight covenant cushion
versus the 1st lien leverage covenant.

Bolthouse's outlook could be brought back to stable if the
company's EBITDA grows or debt is reduced such that leverage is
reduced below 6 times (using Moody's adjustments) and the covenant
cushion is expected to be ample, consistently above 15-20% over
the medium term.  Ratings could experience downward pressure if
the company fails to improve the covenant cushion, if Bolthouse is
unable to sustain its leading market position in its product
segments, if the company pursues aggressive shareholder
enhancement initiatives that erode credit metrics, or if debt to
EBITDA remains above 6 times (using Moody's adjustments).

The last rating action took place in January 2010 when Moody's
assigned a B1 rating to Wm. Bolthouse Farms, Inc.'s senior secured
revolving credit and first lien term loan, a rating of Caa1 to its
second lien term loan and affirmed its B2 CFR in advance of the
refinancing of the senior credit facilities and Holdco PIK
Perpetual Preferred Stock.

BF Bolthouse Holdco, LLC through its operating subsidiaries
including Wm. Bolthouse Farms, Inc., is a grower, processor and
distributor of peeled and cut carrots and carrot products, and a
producer of fruit and vegetable based beverages and salad
dressings.  Bolthouse also has a cold storage freight forwarding
warehouse business located in Chicago, which allows retailers to
pick up Bolthouse products and other produce which have been
shipped by rail from Bakersfield.  Revenues for the twelve months
ended September 30, 2010, were approximately $605 million.
Bolthouse is headquartered in Bakersfield, California.


BION ENVIRONMENTAL: Posts $3.1 Million Net Loss in Dec. 31 Quarter
------------------------------------------------------------------
Bion Environmental Technologies, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $3.1 million on $0 revenue
for the three months ended December 31, 2010, compared with a net
loss of $641,599 on $0 revenue for the same period a year ago.

The Company's balance sheet at December 31, 2010, showed
$3.5 million in total assets, $2.9 million in total liabilities,
$2.5 million in Series B Redeemable Convertible Preferred stock,
and a stockholders' deficit of $1.9 million.

As reported in the Troubled Company Reporter on September 27,
2010, GHP Horwath, P.C., in Denver, Colo., expressed substantial
doubt about Bion Environmental Technologies' ability to continue
as a going concern, following the Company's results for the fiscal
year ended June 30, 2010.  The independent auditors noted that the
Company has not generated revenue and has suffered recurring
losses from operations.

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

               http://researcharchives.com/t/s?7336

                     About Bion Environmental

Crestone, Colo.-based Bion Environmental Technologies, Inc.
(OTC BB: BNET) -- http://biontech.com/-- has provided
environmental treatment solutions to the agriculture and livestock
industry since 1990.  Bion's patented next-generation technology
provides a unique comprehensive treatment of livestock waste that
achieves substantial reductions in nitrogen and phosphorus,
ammonia, greenhouse and other gases, as well as pathogens,
hormones, herbicides and pesticides.


BIOVEST INTERNATIONAL: Incurs $11.7MM Loss in Dec. 31 Quarter
-------------------------------------------------------------
Biovest International, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $11.7 million on $836,000 of revenue
for the three months ended December 31, 2010, compared with net
income of $4.9 million on $1.4 million of revenue for the same
period of the prior fiscal year.

The Company recorded an operating loss of $5.3 million for the
three months ended December 31, 2010, compared with operating
income of $134,000 during the same period of the previous fiscal
year.

General and administrative expenses increased from $495,000 to
$5.3 million when compared to the same quarter of the previous
fiscal year.  On Nov. 17, 2010, a number of incentive stock
options previously issued to the Company's employees and directors
became vested, resulting in a non-cash charge of approximately
$4.5 million to general and administrative expense for the three
months ending December 31, 2010.

The Company's balance sheet December 31, 2010, showed $8.2 million
in total assets, $42.0 million in total liabilities, and a
stockholders' deficit of $33.8 million.

As reported in the Troubled Company Reporter on December 20, 2010,
Cherry, Bekaert & Holland, L.L.P., in Tampa, Fla., expressed
substantial doubt about Biovest International's ability to
continue as a going concern, following the Company's results for
the fiscal year ended September 30, 2010.  The independent
auditors noted that the Company incurred cumulative net losses
since inception of roughly $149 million and cash used in operating
activities of roughly $2.7 million during the two years ended
September 30, 2010, and had a working capital deficiency of
roughly $79.6 million at September 30, 2010.

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

               http://researcharchives.com/t/s?7335

                    About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is
developing BiovaxID(R) as a personalized therapeutic cancer
vaccine for the treatment of non-Hodgkin's lymphoma, specifically
follicular lymphoma ("FL"), mantle cell lymphoma ("MCL") and
potentially other B-cell blood cancers, in collaboration with the
National Cancer Institute.  Both FL and MCL are generally
considered to be incurable with currently approved therapies.
These generally fatal diseases arise from the lymphoid tissue and
are characterized by an uncontrolled proliferation and spread
throughout the body of mature B-cells, which are a type of white
blood cell.

Three clinical trials conducted under the Company's
Investigational New Drug Application ("IND") have studied BiovaxID
in non-Hodgkin's lymphoma.  These studies include a Phase 2
clinical trial and a Phase 3 clinical trial in patients with FL,
as well as, a Phase 2 clinical trial in MCL patients.  Biovest
believes that these clinical trials have demonstrated that
BiovaxID, which is personalized and autologous (derived from a
patient's own tumor cells), has an excellent safety profile and is
effective in the treatment of these life-threatening diseases.

Headquartered in Tampa, Florida with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(m) Market with the stock-ticker symbol "BVTI".
As of January 31, 2011, Biovest is a 65% owned subsidiary of
Accentia Biopharmaceuticals, Inc. (OTCQB: ABPI), a biotechnology
company that is developing Revimmune(TM) as a comprehensive system
of care for the treatment of autoimmune diseases.

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection on November 10, 2008 (Bankr. M.D. Fla. Case
No. 08-17796).

As reported in the Troubled Company Reporter on November 19, 2010,
Biovest emerged from Chapter 11 protection, and its reorganization
plan became effective, on November 17, 2010.


BLOCKBUSTER INC: Diamondback Equity Stake Down to 0%
----------------------------------------------------
In a Schedule 13G/A filed with the U.S. Securities and Exchange
Commission on February 10, 2011, Diamondback Master Fund, Ltd.,
Diamondback Capital Management, LLC, and DBCM Partners, LLC,
disclosed that each of them beneficially owns no shares of
Blockbuster Inc.'s common stock.

John Hagarty, chief operating officer of Diamondback Master,
revealed that as of December 31, 2010, and as of February 10,
2011, (i) Diamondback Master did not and does not beneficially
own any shares of the company's Common Stock, and (ii) each of
Diamondback Capital and DBCM Partners may not be deemed to have
beneficially owned or beneficially own any shares of Common Stock
beneficially owned by Diamondback Master.

Diamondback Capital is the investment manager of Diamondback
Master, while DBCM Partners is the managing member of Diamondback
Capital.  Lawrence Sapanski and Richard H. Schimel serve as
managing members of DBCM Partners.

The disclosure should not be construed in and of itself as an
admission by any Reporting Person or the Diamondback Principals as
to beneficial ownership of the shares of Common Stock owned by
another Reporting Person, Mr. Hagarty noted.  Each of Diamondback
Capital, DBCM Partners and the Diamondback Principals disclaims
beneficial ownership of the shares of Common Stock owned by
Diamondback Master.

                       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: Goldman Sachs Units Report 0.1% Equity Stake
-------------------------------------------------------------
In a Schedule 13G/A filed with the U.S. Securities and Exchange
Commission on February 11, 2011, The Goldman Sachs Group, Inc.,
and Goldman, Sachs & Co. disclosed that each of them beneficially
owns 109,391 shares of Blockbuster Inc.'s Class A common stock,
which represents 0.1% of Blockbuster's total outstanding shares.

Blockbuster had 147,370,491 shares of Class A common stock
outstanding as of November 5, 2010.

Goldman Sachs Group and Goldman Sachs have shared voting power on
109,391 shares, and shared power to dispose of 109,391 shares of
Blockbuster's Class A common stock.

In accordance with the Securities and Exchange Commission Release
No. 34-39538 (January 12, 1998), the filing reflects the
securities beneficially owned by certain operating units of The
Goldman Sachs Group, Inc., and its subsidiaries and affiliates,
says Jeremy Kahn, the company's attorney-in-fact.  He notes that
the filing does not reflect securities, if any, beneficially owned
by any operating units of Goldman Sachs Group, whose ownership of
securities is disaggregated from that of the Goldman Sachs
Reporting Units in accordance with the Release.

The Goldman Sachs Reporting Units disclaim beneficial ownership
of the securities beneficially owned by (i) any client accounts
with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion, or both and
(ii) certain investment entities of which the Goldman Sachs
Reporting Units act as the general partner, managing general
partner or other manager, to the extent interests in those
entities are held by persons other than the Goldman Sachs
Reporting Units.

                       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: M.A.M., et al., Report 5.77% Equity Stake
----------------------------------------------------------
In a Schedule 13G/A filed with the U.S. Securities and Exchange
Commission, M.A.M. Investments Ltd., Marathon Asset Management
(Services) Ltd., Marathon Asset Management LLP, William James
Arah, Jeremy John Hosking and Neil Mark Ostrer disclosed that each
of them beneficially owns 4,156,977 shares of Blockbuster Inc.'s
common stock, which represents 5.77% of Blockbuster's total
outstanding shares.

M.A.M., et al., have shared voting power on 3,565,205 shares, and
shared power to dispose of 4,156,977 shares of Blockbuster's Class
B common stock.

The Schedule 13G assumes Blockbuster has issued and outstanding
72,000,000 shares.

                       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: U.S. Trustee Closes Sec. 341 Meeting
-----------------------------------------------------
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, notifies the Court and parties-in-interest that the Office
of the United States Trustee for Region 2 has closed the meeting
of creditors pursuant to Section 341(a) of the Bankruptcy Code.

Hence, the Section 341 Meeting, which was scheduled to be held
February 14, 2011, was cancelled.

The first Section 341 Meeting in the Debtors' bankruptcy cases was
held on November 1, 2010, and was subsequently continued to
various dates.

                       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)


BORCHERT LLC: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Borchert, LLC
        dba Borchert Concrete Pumping LLC
        dba Borchert Concrete Pumping
        738 Old Lytton Springs Road
        Lockhart, TX 78644

Bankruptcy Case No.: 11-10318

Chapter 11 Petition Date: February 10, 2011

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

Judge: Craig A. Gargotta

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

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

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

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txwb11-10318.pdf

The petition was signed by Louis Borchert, managing member.


BROWN MEDIA: BizWest Acquires Three Business Newspapers
-------------------------------------------------------
The Denver Business Journal reports that a newly formed company,
BizWest Media LLC, has purchased a trio of business newspapers --
Boulder County Business Report, the Northern Colorado Business
Report and the Wyoming Business Report -- in Colorado and Wyoming
for undisclosed terms.

According to the report, BizWest was formed by Jeff Nuttall,
publisher of the Northern Colorado Business Report, and
Christopher Wood, publisher of the Northern Colorado Business
Report.  BizWest is co-headquartered in Fort Collins and Boulder.

The purchase of the newspapers closed Feb. 11, 2011, according to
the Business Journal.

The Business Journal relates that BizWest purchased the newspapers
from Ohio Community Media LLC, which was formed to operate the
assets of Brown Publishing Co. and Brown Media Holdings Co.  The
Brown companies filed for Chapter 11 bankruptcy protection in May
2010.  Brown Media Holdings in 2008 purchased the Boulder County
Business Report, which in turn was the majority owner of the
Northern Colorado Business Report.

                       About Brown Media

Brown Media owns business publications in Ohio, Utah, Texas, South
Carolina, New York, and Iowa.  Brown publishes 15 daily, 32
weekly, 11 business and 41 free publications. There are also 51
websites. Seventy-eight of the publications are in Ohio.

Brown publishes Dan's Papers, the weekly newspaper with the
largest circulation in the area of eastern Long Island, New York,
known as the Hamptons.  Brown also publishes the Montauk Pioneer,
which it calls the official newspaper of Montauk, New York.

Affiliates that filed Chapter 11 petitions also include Troy Daily
News Inc., Boulder Business Information LLC, Utah Business
Publishers LLC, Texas Business News LLC, Texas Community
Newspapers Inc., Dan's Papers, Inc., and Upstate Business News
LLC.

Closely held Brown Media, based in Cincinnati, listed assets of
$94 million against debt totaling $104.6 million.  First-lien
lenders are owed $70.2 million on a revolving credit and term
loan.  Court papers say the book value of the lenders' collateral
is $94.9 million.  Second-lien lenders are owed $24.3 million.


BRUNSCHWIG & FILS: Kravet-Led Auction on March 7
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Brunschwig & Fils Inc. will auction its business on
March 7.  Bids are due initially by March 3.  The hearing for
approval of the sale will be March 9.  The opening bid of $6.5
million will come from competitor Kravet Inc., which is also
providing financing for the Chapter 11 exercise.  Kravet will pay
the cost of curing contract defaults.

Home Furnishings Business reports that a number of investors
expressed interest in acquiring Brunschwig & Fils at an auction on
March 7, 2011.

The auction will be held at the offices of Halperin Battaglia &
Raicht in New York.

                     About Brunschwig & Fils

Brunschwig & Fils was founded over 110 years ago as a tapestry
weaving mill in Aubusson and Bohain, France. Brunschwig & Fils
designs and distributes traditional and contemporary decorative
fabrics, wall coverings, trimmings, upholstered furniture, lamps,
tables, mirrors and accessories.  All design is performed in-house
at the Studio in the Decoration & Design Building, in New York,
and they work with 150 mills around the world.  The company is
headquartered in White Plains, New York, with 21 national and
international showrooms.  Additionally, there are agents and
distributors in 24 countries.

Brunschwig & Fils filed for Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 11-22036) in White Plains, New York on Jan. 12, 2011.
Alan D. Halperin, Esq., at Halperin Battaglia Raicht LLP, in New
York, represents the Debtor in its chapter 11 effort.  The Debtor
estimated assets and debts of $1 million to $10 million in its
Chapter 11 petition.


CALIFORNIA COASTAL: To Present Plan for Confirmation Tomorrow
-------------------------------------------------------------
California Coastal Communities, Inc., is presenting its Plan of
Reorganization by the U.S. Bankruptcy Court for the Central
District of California at hearing tomorrow, Feb. 16, 2011, at
11:00 a.m.

The Debtors previously obtained approval of the disclosure
statement with respect to their Seventh Amended Joint Plan of
Reorganization.

California Coastal has support of the Plan from over 80% of its
senior secured lenders.  That Plan deleverages the Company by
converting $56 million of the senior term loan into equity and
provides no recovery for current equity holders.

A full-text copy of the disclosure statement explaining the Plan
is available for free at
http://bankrupt.com/misc/CALIFORNIACOASTAL_amendedDS.pdf

Chief Executive Officer Raymond J. Pacini commented, "With the
support of our lenders, we are on track to exit bankruptcy by the
end of February."

                     About California Coastal

Irvine, California-based California Coastal Communities, Inc.
(OTC QB: CALCQ) -- http://www.californiacoastalcommunities.com/--
is a residential land development and homebuilding company with
properties owned or controlled primarily in Orange County,
California, and also in Lancaster in Los Angeles county.  The
Company's primary asset is a 356-home luxury coastal community
known as Brightwater in Huntington Beach, California.

California Coastal Communities, Inc. and certain of its direct and
indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy
protection on October 27, 2009 (Bankr. C.D. Calif. Case No.
09-21712).  Joshua M. Mester, Esq., in Los Angeles, California,
serves as counsel to the Debtors.  The Company's financial advisor
is Imperial Capital, LLC.  California Coastal estimated
$100 million to $500 million in assets and debts in its Chapter 11
petition.


CALIFORNIA COASTAL: Gets Court's Permission to Sell Homes
---------------------------------------------------------
California Coastal Communities, Inc., at al., obtained
authorization from the U.S. Bankruptcy Court for the Central
District of California to sell homes free and clear of all liens,
claims, encumbrances and other interests, including valid tax,
judgment, construction, materialmen's, mechanics' or any other
liens and liens arising under the Debtors' prepetition secured
financing facilities and the DIP credit agreement and related
documents.

The Court also authorized the Debtors to establish procedures for
the resolution and payment of prepetition claims of certain third
parties who may be entitled under applicable state law to assert
and perfect operational liens against the property being
transferred.  The Debtors estimate that the operational lien
claims do not exceed $2 million.

The sale of any home will be for a price that is not less than the
price identified for the home.

The Debtors are authorized and directed to hold the proceeds of
all home sales with respect to the sale of Homes closing on or
before the termination date.

The operational lien claims secured by valid and enforceable
operational liens will be deemed secured claims against the
Debtors to the extent of the proceeds from the sales of homes
closing by the termination date.

No operational lien claimant will have any claim against the
Debtors' escrow agents, title insurance agents or underwriters or
the purchaser of the homes with respect to any asserted
operational lien or other claim or interest relating to the homes.

The Debtors will maintain a detailed list of all payments to
operational lien claimants and will provide updated copies of the
list to counsel to the agents and any committee appointed in these
cases on the last day of each week in which the Debtors make any
payment to an operational lien claimant.

Any operational lien claimant who believes it has a valid
operational lien against a particular home sold by the Debtors on
or before the termination date and who has not been paid by the
Debtors may send to the Debtors a written demand for payment.

                     About California Coastal

Irvine, California-based California Coastal Communities, Inc.
(OTC QB: CALCQ) -- http://www.californiacoastalcommunities.com/--
is a residential land development and homebuilding company with
properties owned or controlled primarily in Orange County,
California, and also in Lancaster in Los Angeles county.  The
Company's primary asset is a 356-home luxury coastal community
known as Brightwater in Huntington Beach, California.

California Coastal Communities, Inc. and certain of its direct and
indirect wholly-owned subsidiaries filed for Chapter 11 bankruptcy
protection on October 27, 2009 (Bankr. C.D. Calif. Case No.
09-21712).  Joshua M. Mester, Esq., in Los Angeles, California,
serves as counsel to the Debtors.  The Company's financial advisor
is Imperial Capital, LLC.  California Coastal estimated
$100 million to $500 million in assets and debts in its Chapter 11
petition.


CANO PETROLEUM: Trapeze Group's Equity Stake Down to 1.1%
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 7, 2011, each of 1346049 Ontario
Limited, Trapeze Asset Management Inc., Trapeze Capital Corp. and
Randall Abramson disclosed beneficial ownership of 510,957 shares
of common stock of Cano Petroleum Inc. representing 1.1% of the
shares outstanding.  The number of shares outstanding of the
Company's common stock, par value $.0001 per share, as of Nov. 15,
2010, was 45,447,082 shares.

                       About Cano Petroleum

Cano Petroleum, Inc., is an independent Texas-based energy
producer with properties in the mid-continent region of the United
States.  Cano's primary focus is on increasing domestic production
from proven fields using enhanced recovery methods.  Cano trades
on the NYSE Amex Stock Exchange under the ticker symbol CFW.

The Company's balance sheet at Sept. 30, 2010, showed
$258.64 million in total assets, $127.59 million in total
liabilities, and stockholders' equity of $131.05 million.

As reported by the Troubled Company Reporter on September 28,
2010, the Company said if it is unable to successfully execute one
of its strategic alternatives, restructure its existing
indebtedness, obtain further waivers or forbearance from its
existing lenders or otherwise raise significant additional
capital, it is unlikely that it will be able to meet its
obligations as they become due and to continue as a going concern.
As a result, the Company will likely file for bankruptcy or seek
similar protection.  Moreover, it is possible that the Company's
creditors may seek to initiate involuntary bankruptcy proceedings
against it or against one or more of its subsidiaries, which would
force it to make a defensive voluntary filing of its own.


CASCADE BANCORP: Green Equity Discloses 24.4% Equity Stake
----------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission on February 7, 2011, Green Equity Investors V, L.P.
disclosed that it beneficially owns an aggregate of 11,468,750
shares of common stock of Cascade Bancorp representing 24.4% of
the shares outstanding.  As of November 1, 2010, there were
28,538,399 shares of no par value Common Stock outstanding of the
Company.

The shares were acquired by Green Equity Investors V, L.P. from
the Company on January 28, 2011 pursuant to a securities purchase
agreement entered into November 16, 2010.  GEI V is the direct
owner of 8,822,279 shares of Common Stock of the Company.  Green
Equity Investors Side V, L.P. is the direct owner of 2,646,471
shares of Common Stock of the Company.  GEI Capital V, LLC is the
general partner of GEI V and GEI Side V.  Green V Holdings, LLC is
a limited partner of GEI V.  Leonard Green & Partners, L.P. is the
management company of GEI V and GEI Side V and an affiliate of
GEIC and Holdings.  LGP Management, Inc. is the general partner of
LGP.  GEI Side V, as an affiliated entity of GEI V, LGP, as the
management company of GEI V and GEI Side V, LGPM, as the general
partner of LGP, GEIC, as the general partner of GEI V and GEI Side
V, and Holdings, as the limited partner of GEI V directly or
indirectly through one or more intermediaries, may be deemed for
purposes of Section 16 of the Securities Exchange Act of 1934, as
amended, to be the indirect beneficial owners of the Shares owned
by GEI V or GEI Side V and, therefore, a "ten percent holder"
hereunder.

                        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: Two Directors Do Not Own Any Securities
--------------------------------------------------------
In separate Form 3 filings with the U.S. Securities and Exchange
Commission on February 7, 2011, Michael Connolly and James B.
Lockhart III, directors at Cascade Bancorp., disclosed that they
do not own any securities of the Company.

                       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: Wilbur Ross Has 24.4% Equity Stake
---------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission on February 7, 2011, WLR CB AcquisitionCo LLC disclosed
that it beneficially owns 11,468,750 shares of common stock of
Cascade Bancorp representing 24.4% of the shares outstanding.
As of November 1, 2010, there were 28,538,399 shares of no par
value Common Stock outstanding of the Company.

The shares of common stock are held directly by WLR CB
AcquisitionCo LLC.  Wilbur L. Ross, Jr. is the managing member of
El Vedado, LLC, the general partner of WL Ross Group, L.P., which
in turn is the managing member of WLR Recovery Associates IV LLC.
WLR Recovery Associates IV LLC is the general partner of WLR
Recovery Fund IV, L.P., which is the sole manager of WLR CB
AcquisitionCo LLC, and WL Ross & Co. LLC is the investment manager
of WL Ross Group, L.P.  Accordingly, WLR Recovery Fund IV, L.P.,
WLR Recovery Associates IV LLC, WL Ross Group, L.P., El Vedado,
LLC, Wilbur L. Ross, Jr. and WL Ross & Co. LLC may be deemed to
share voting and dispositive power over the Common Stock held by
WLR CB AcquisitionCo LLC.

                       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.


CASTLE HORIZON: Court Denies First Citizens' Bid to Dismiss Case
----------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse denied First Citizens
Bank & Trust Company, Inc.'s motion to dismiss Castle Horizon Real
Estate, LLC's bankruptcy case, or for in rem relief from the
automatic stay.  The Debtor objected to the request.  The
Bankruptcy Administrator supports First Citizens' motion.

Judge Humrickhouse held that the evidence at this juncture does
not support a finding of either objective futility or subjective
bad faith.  The Debtor has a right to proceed to confirmation,
where the confirmation standards of 11 U.S.C. Sec. 1129 will be
applied.  The motion to dismiss is denied.  The motion for in rem
relief from the stay is denied in light of the Debtor's showing of
a reasonable possibility of reorganization within a reasonable
time.  However, continuation of the stay will be conditioned upon
adequate protection payments to First Citizens:

     1. The payment of $6,000 by February 15, 2011; and
     2. The payment of $6,000 by March 15, 2011, and every month
        thereafter on the 15th of the month, until the
        confirmation hearing;

If any such adequate protection payment is not made by the
deadlines, and such failure continues for a period of five days or
more past the date on which the payment was due, the stay will
automatically be lifted without further hearing.

First Citizens has filed a motion to designate Castle Horizon as a
"small business debtor" and that matter was continued to a date to
be later set by the court, pending a ruling on the Motion to
Dismiss.  Judge Humrickhouse directed the clerk to re-calendar
First Citizens' motion to designate the Debtor as a small business
debtor and will also set the confirmation hearing date.

A copy of the Court's February 9, 2011 Order is available at
http://is.gd/8qKlTrfrom Leagle.com.

                       About Castle Horizon

Castle Horizon Real Estate, LLC, is a North Carolina limited
liability company which owns a 133.8 acre tract located at 171
Country Lane, Magnolia, Duplin County, North Carolina.  The tract,
Castle Horizon's only asset, was formerly operated as a golf
course.  Castle Horizon filed for Chapter 11 bankruptcy (Bankr.
E.D.N.C. Case No. 10-08485) on October 15, 2010.  George M.
Oliver, Esq. -- efile@oliverandfriesen.com -- at Oliver & Friesen,
PLLC, serves as the Debtor's counsel.  In its petition, the Debtor
scheduled assets of $2,026,266 and debts of $1,631,698.  The
Debtor has designated the case as a single asset real estate case
as defined in 11 U.S.C. Sec. 101 (51B).

Castle Horizon filed a previous Chapter 11 case on July 20, 2009,
which was dismissed by Judge J. Rich Leonard on September 10,
2010.  Judge Leonard's dismissal was based on the Debtor's failure
to file a disclosure statement and plan within the 300-day window
imposed on "small business debtors" pursuant to 11 U.S.C. Sec.
1121(e) of the Bankruptcy Code.


CC MEDIA: Incurs $62.67 Million Net Loss in Fourth Quarter
----------------------------------------------------------
CC Media Holdings, Inc., reported a net loss of $62.67 million on
$1.63 billion of revenue for the three months ended Dec. 31, 2010,
compared with net income of $147.39 million on $1.51 billion  of
revenue for the same period a year ago.

The Company also reported a net loss of $479.09 million on
$5.87 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $4.03 billion on $5.55 billion of
revenue during the prior year.

The Company's balance sheet at December 31, 2010 showed
$17.48 billion in total assets, $1.25 billion in current
liabilities, $20.61 billion in long-term liabilities and
$7.20 billion in shareholders' deficit.

"We executed our strategic plan and returned our operations to
growth in 2010," said Mark Mays, President and CEO of CC Media
Holdings.  "We drove considerable improvement in the operating
fundamentals of both our radio and outdoor platforms as we
benefitted from a recovering global economy, increasing revenues
and improving margins.  This all led to healthy growth in our cash
flows for 2010."

"Our global asset base remains well positioned to benefit from the
ongoing advertising market recovery," Mays continued.  "In the
year ahead, we remain focused on driving innovation across our
operations, increasing market share and maintaining a disciplined
approach to cost-management.  Given the trends we are seeing
across our business and the operating leverage in our model, we
are optimistic that we can generate improved results in the year
ahead."

                 About CC Media and Clear Channel

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel (OTCBB:CCMO) is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

                           *     *     *

CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's.  Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer default
rating of 'CCC' from Fitch Ratings.

Fitch said in November 2010, that its ratings 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.


CEDAR FAIR: Moody's Assigns 'Ba2' Rating to $1.18 Bil. Loan
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Cedar Fair,
L.P.'s proposed $1.18 billion senior secured term loan B in
conjunction with a re-pricing and maturity extension of the
facility.  Cedar Fair is also amending its credit facility to
increase unit holder distribution flexibility and Moody's expects
the company will increase the distribution during 2011.  Moody's
considers a higher distribution to be credit negative, but the
move was expected in the rating and Cedar Fair's debt and leverage
are still projected to decline over the next few years.  As a
result, Cedar Fair's Ba3 Corporate Family Rating, Ba3 Probability
of Default Rating and stable rating outlook are not affected.

Assignments:

* Issuer: Cedar Fair, L.P.

  -- Senior Secured $1.18 billion Term Loan B, Assigned a Ba2,
     LGD3 - 37%

                        Ratings Rationale

The proposed refinancing favorably reduces cash interest expense
and extends the maturity of the term loan by approximately one
year to December 2017 from December 2016.  The term loan balance
will be $23 million higher than the existing term loan to cover
transaction fees and expenses including a 1% call premium on the
existing term loan.  Moody's estimates the proposed reduction in
the term loan spread and Libor floor will reduce cash interest
expense by approximately $10 million annually after factoring in
the increase in the term loan balance.  Moody's anticipates
Cedar Fair will utilize cash flow for reinvestment, to pay
distributions, and to reduce debt.  The July 2015 maturity and
the pricing on the revolver are not changing.  The Ba2 rating on
the existing December 2016 term loan will be withdrawn when the
transaction closes.

The amendment increases 2011 distribution capacity to $60 million
from the previous maximum of $40 million, of which $20 million was
payable only if the secured leverage ratio was 3.0x or lower.  The
4.5x leverage ratio required to pay distributions in 2012 and
beyond is not changing.  However, a loosening of the excess cash
flow sweep will have the effect of increasing distribution
flexibility starting in 2012.  Moody's expects in the rating that
Cedar Fair will raise the distribution to $1 per unit in 2010 and
approximately $1.25 in 2012.  Debt-to-EBITDA leverage (4.5x
projected for FY 2010 incorporating Moody's standard adjustments)
is expected to decline to a low 4x range by 2012 based largely on
debt reduction as EBITDA generation is expected to be relatively
stable.

Cedar Fair's Ba3 CFR reflects the good operating cash flow and
strong EBITDA margins generated from the portfolio of regional
amusement parks, high leverage, and exposure to discretionary
consumer spending.  Operations and the substantial attendance
(22.8 million in 2010) are supported by an experienced management
team, consumer entertainment from the rides and attractions, and
high entry barriers.  Sizable reinvestment is necessary to
maintain a competitive service offering as attendance is exposed
to competition from a wide variety of other leisure and
entertainment activities as well as cyclical discretionary
consumer spending.  Debt-to-EBITDA leverage is high, but projected
to decline to a low 4x range over the next few years.
Distributions to unit holders under the MLP structure consume cash
flow, but Moody's believes management is balancing its focus on
lowering debt-to-EBITDA leverage to its 4x target (excluding
Moody's standard adjustments) and increasing the distribution.

The stable rating outlook reflects Moody's views that Cedar Fair
will maintain a good liquidity position and continue to generate
meaningful cash flow.  Moody's expects the annual distribution to
increase to $1.25 by 2012 with some debt reduction helping to
lower debt-to-EBITDA leverage to a low 4x range over the next two
years.

Weak operating performance, acquisitions, or unit holder
distributions or repurchases leading to a decline in CFO less
capex-to-debt to a level sustained below 6% or EBITDA less CapEx
to interest sustained below 1.75x could result in a downgrade.  A
deterioration in liquidity due to increasing revolver usage (above
seasonal drawdowns) or failure to maintain sufficient EBITDA
cushion under its financial covenants could also result in a
downgrade.

The MLP structure and likelihood that management will direct cash
to unit holders over time constrains the ratings.  Material
voluntary debt reduction such that debt-to-EBITDA is sustained
significantly below 4.0x, EBITDA less capex-to-interest is
sustained above 3.0x, and CFO less CapEx-to-debt is sustained
above 9% could result in an upgrade.  Performance ahead of plan by
itself will not likely warrant positive rating movement given
expectations that a majority of excess cash flow after capital
expenditures and required debt service would benefit unit holders
through increased distributions, rather than creditors.

The last rating action was on May 20, 2010, when Moody's changed
Cedar Fair's rating outlook to stable from negative, upgraded the
speculative-grade liquidity rating to SGL-2 from SGL-3, and
assigned a Ba2 senior secured credit facility rating, and B2
senior unsecured note rating in conjunction with a proposed
refinancing of the capital structure.  Moody's commented on July
15, 2010 that Cedar Fair's revised financing structure did not
affect the company's ratings and indicated on October 15, 2010 and
January 12, 2011 that a proposal and unit holder vote on an
amendment to the company's partnership agreement to prioritize
distributions over debt reduction (the proposal was not approved)
did not affect Cedar Fair's ratings.

Cedar Fair's ratings were assigned by evaluating factors
Moody's believe are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Cedar Fair's core industry and Cedar Fair's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Cedar Fair, headquartered in Sandusky, Ohio, is a publicly traded
Delaware master limited partnership formed in 1987 that owns and
operates 11 amusement parks, seven water parks (six outdoor and
one indoor) and hotels in North America.  Properties are located
in the U.S. and Canada and include Cedar Point (OH), King's Island
(OH), Knott's Berry Farm (CA), and Canada's Wonderland (Toronto).
In June 2006, Cedar Fair, L.P. completed the acquisition of
Paramount Parks, Inc. from a subsidiary of CBS Corporation for a
purchase price of $1.24 billion.  Cedar Fair's revenue for the LTM
ended 9/26/2010 was approximately $953 million.


CENTRAL PACIFIC FINANCIAL: Posts $251 Million Net Loss in 2010
--------------------------------------------------------------
Central Pacific Financial Corp. and its subsidiaries filed on
Feb. 9, 2011, their annual report on Form 10-K for the fiscal year
ended Dec. 31, 2010.

KPMG LLP, in Honolulu, Hawaii, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company entered into a consent
order dated December 8, 2009, with its primary banking regulators
that among other things restricts certain operations and requires
the Company to increase its leverage and total risk-based capital
ratios to at least 10% and 12%, respectively, by March 31, 2010,
and maintain such levels thereafter.

The Company, according to the Form 10-K, currently is not in full
compliance with the capital ratio requirements as well as other
requirements of the consent order.

The Company and its subsidiaries reported a net loss of $251.0
million on $118.7 million of net interest income for 2010,
compared with a net loss of $313.7 million on $174.5 million of
net interest income for 2009.

The Company and its subsidiaries' consolidated balance sheet at
Dec. 31, 2010, showed $3.938 billion in total assets,
$3.862 billion in total liabilities, and total equity of
$76.0 million.  Total equity was $346.0 million at Dec. 31, 2009.

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

               http://researcharchives.com/t/s?7326

                 About Central Pacific Financial

Based in Honolulu, Hawaii, Central Pacific Financial Corp. (NYSE:
CPF) -- http://www.centralpacificbank.com/-- is the parent
company of Central Pacific Bank, a full-service commercial bank
with 34 bank branches and 120 ATMs located throughout the State of
Hawaii.  The bank also has an office in California.

The bank is not a member of the Federal Reserve System.


CHARLES LETT: Impaireds Can Appeal Without Objecting to Plan
------------------------------------------------------------
The Court of Appeals for the Eleventh Circuit held that the
application of the absolute priority rule in a Chapter 11 cram
down proceeding sufficiently places the matter before the
bankruptcy court so as to preserve the issue for appeal.  An
impaired creditor in a dissenting class need not formally object
on such ground in the bankruptcy court in order to appeal an
improperly confirmed cram down plan.

The Eleventh Circuit thus sent back an appeal from the order
affirming confirmation of Charles L. Lett, Sr.'s bankruptcy plan
to the district court for further review.

The State of Alabama, by and through the Alabama Department of
Economic and Community Affairs, challenges the bankruptcy court's
confirmation of Mr. Lett's plan.  ADECA, an impaired creditor in a
dissenting class, argues that the plan approved by the bankruptcy
court does not comply with the cram down provisions set forth in
11 U.S.C. Sec. 1129, specifically the absolute priority rule.
While ADECA raised this issue before the district court, it did
not do so before the bankruptcy court.

The bankruptcy court approved the plan in 2008.  On appeal, the
district court concluded that ADECA's appeal was not moot but
nonetheless barred by the civil plain error rule.  The district
court did not address the merits of ADECA's absolute priority rule
argument.  Rather, the district court found that ADECA had not
preserved the issue for review because it did not raise the issue
in the bankruptcy court.  In applying the civil plain error rule,
the district court explicitly found that no miscarriage of justice
would result from its declining to hear such arguments.

The Eleventh Circuit disagreed.  Circuit Judge Gerald Bard
Tjoflat, who penned the opinion, said while a creditor that fails
to appear may waive many arguments, "such a creditor should
presume that the bankruptcy court will complete its statutorily
mandated duties -- and, relatedly, for the appellate courts to
hear challenges when the court errs as a matter of law concerning
the absolute priority rule."

Judge Tjoflat said allowing for such appellate review in this
narrow scenario promotes fairness in contentious cram down
proceedings without unduly limiting the logical thrust of the
civil plain error rule.

"Our ruling today should not lead to a proliferation of appellate
litigation or transfer the bulk of bankruptcy litigation to the
district courts," Judge Tjoflat cautioned.  "Rather, we fully
trust the bankruptcy courts to exercise skillfully their duties
and the district courts to dispatch frivolous appeals,
particularly given the somewhat mechanical operation of the
absolute priority rule.  If anything, our holding today should
rededicate bankruptcy courts to the faithful execution of their
statutory duties and ensure that contentious cram down proceedings
occur as envisioned by Congress.

ADECA's two main points of contention are: The Plan calls for the
payment of general unsecured claims six months after confirmation,
while it schedules payments to ADECA's claims to begin many years
after confirmation; and the Plan calls for immediate revesting of
all property of the estate in the Debtor upon confirmation.
According to the Eleventh Circuit, ADECA has the right to have
these complaints adjudicated on the merits.

The appellate case is Alabama Department of Economic & Community
Affairs, Plaintiff-Appellant, v. Ball Healthcare-Dallas, LLC,
Regions Bank, Intervenor-Plaintiffs-Appellees, v. Charles L. Lett,
Sr., Defendant-Appellee, No. 09-11697 (11th Cir.).  The three-man
panel consists of Circuit Judges Tjoflat, Edward Earl Carnes and
Emmett Ripley Cox.  A copy of the Eleventh Circuit's February 10,
2011 decision is available at http://is.gd/5WiEMZfrom Leagle.com.

Based in Selma, Alabama, Charles L. Lett, dba The Lighthouse of
Dallas County, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.
Ala. Case No. 04-11805) on March 25, 2004.  Collins Pettaway, Jr.,
Esq., at Chestnut, Sanders, Sanders, Pettaway, Campbell &
Albright, L.L.C., served as the Debtor's bankruptcy counsel.  In
his petition, the Debtor listed total assets of $3,737,301 and
total debts of $4,762,486.


CHEMTURA CORP: Judge Approves Mediation Over Pool Filter Claims
---------------------------------------------------------------
Bankruptcy Law360 reports that Judge Robert E. Gerber has granted
Chemtura Corp.'s request for mediation with its insurers and
parties that have personal injury and indemnity claims against the
chemical company related to a lawsuit over defective pool filters.

                        About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.

Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233). The Debtors disclosed total assets of
$3.06 billion and total debts of $1.02 billion as of the Chapter
11 filing.

Chemtura successfully completed its financial restructuring and
emerged from protection under Chapter 11 in November 2010.  In
connection with the emergence, reorganized Chemtura is now listed
on the New York Stock Exchange under the ticker "CHMT".

M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York,
served as bankruptcy counsel for the Debtors.  Wolfblock LLP was
the Debtors' special counsel.  The Debtors' auditors and
accountant were KPMG LLP; their investment bankers are Lazard
Freres & Co.; their strategic communications advisors were Joele
Frank, Wilkinson Brimmer Katcher; their business advisors were
Alvarez & Marsal LLC and Ray Dombrowski served as their chief
restructuring officer; and their claims and noticing agent was
Kurtzman Carson Consultants LLC.

The Official Committee of Equity Security Holders tapped
Jay Goffman, Esq., and David Turetsky, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in New York, as counsel.  the Official
Committee of Unsecured Creditors retained Daniel H. Golden, Esq.,
Philip C. Dublin, Esq., and Meredith A. Lahaie, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, as counsel.


CHRISTENSEN REALTY: Files Amended Plan of Reorganization
--------------------------------------------------------
Christensen Realty Investment, LLC, has filed a Plan of
Reorganization and disclosure statement with the U.S. Bankruptcy
Court for the District of Idaho.

The Debtor filed a Plan that proposes to pay creditors of the
Debtor from cash flow from operations, future income from the use
of its garage and office space and the leasing and renting of the
same, and sale of parking permits for the facility; by
surrendering the company and its assets to the two secured
creditors, BPG LLC and McAlvain Construction, Inc.; or sale of the
property involved.  An amendment to the Plan provides that
McAlvain will be fully paid on its entire claim as of confirmation
of the Plan and the consummation of the sale.

To the best of the Debtor's knowledge, there are no unsecured
claims.

A copy of the Plan, as amended, is available for free at:

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

                         Treatment of Claims

Under the Plan, each holder of an administrative expense claim
allowed will be paid in full on the effective date of this Plan in
cash, or upon other terms as may be agreed upon by the holder of
the claim and the Debtor.

Each holder of a priority tax claim will be paid.

All fees required to be paid will accrue and be timely paid until
the case is closed, dismissed, or converted to another chapter of
the U.S. Bankruptcy Code.  Any U.S. Trustee Fees owed on or before
the effective date of this Plan will be paid on the effective
date.

With respect to classified claims:

   Classification                          Treatment
   --------------                          ---------
Class 1 - Priority Claims      -- Impaired; Debtor is not aware of
                                  any claimant.  Any entity
                                  claiming a priority claim must
                                  file a proof of claim
                                  accordingly.  Any allowed
                                  priority claim will be paid the
                                  full amount of the claim plus
                                  interest at 6% per annum, over
                                  50 months from the Effective
                                  Date.

Class 2-A: Ada County          -- Impaired; the property taxes for
Treasurer                         the Debtor's parking garage and
                                  office space were paid for the
                                  first half of the taxes due.
                                  Taxes thereafter will be paid
                                  by the 2-C Creditor or other
                                  entity as may manage the
                                  property.

Class 2-B: Secured Claim of    -- Impaired; the creditor will
BPG LLC                           continue to receive its regular
                                  monthly payment of $52,689 from
                                  the Debtor until confirmation,
                                  and thereafter from McAlvain
                                  Construction unless BPG and
                                  McAlvain agree to a different
                                  term.  BPG's lien rights are not
                                  altered as far as priority, but
                                  any "due on sale" clause will be
                                  deemed extinguished to the
                                  extent specified in O'Boskey v.
                                  First Federal Savings, 106 Idaho
                                  339; later case at 112 Idaho
                                  1002.  The deed to McAlvain will
                                  not be entitled to be used as a
                                  right to assert any "due on
                                  sale" clause.  Any arrearage in
                                  payments prepetition will be
                                  added to the end of the
                                  regularly scheduled contract
                                  period and paid thereon by the
                                  entity then owning the property.
                                  In the alternative, Debtor will
                                  proceed to consummate the sale
                                  as per the attached offer from
                                  Jeffrey Stoddard and assigns,
                                  paying the proceeds thereof to
                                  Classes 2-B and 2-C as their
                                  interests may appear.

Class 2-C: Secured Claim of    -- Upon the Effective Date, Debtor
McAlvain Construction             will deliver to McAlvain the
                                  entirety of the net proceeds of
                                  the sale evidenced by the
                                  attached offer from Jeffrey
                                  Stoddard and assigns Finally, to
                                  fully satisfy McAlvain, the
                                  principal of the Debtor and
                                  affiliates will deliver the
                                  following to McAlvain by
                                  adequate documentation: 1. Unit
                                  R-4 (#203) Tenth and Main
                                  Condominiums owned by
                                  Christensen Realty
                                  Investment II LLC (Gem Noble) -
                                  free and clear of all liens,
                                  claims and interests.  The
                                  property in question is listed
                                  at $290,000 and has an
                                  Expected Sales Price of
                                  $270,000; Net Value $250,000
                                  after closing costs and
                                  commissions.  2. Note owned by
                                  Christensen Realty Investment II
                                  LLC (Gem Noble) from Atypical
                                  Ventures (Asiago's Restaurant)
                                  and Jason Driver personally
                                  secured by a second deed of
                                  trust on Unit G-5 (1002 W Main
                                  Street) Tenth and Main
                                  Condominiums (Gem Noble): Face
                                  Amount $110,000; Current Balance
                                  of the note is $108,186.46;
                                  Interest accrues at 6.0% with
                                  monthly payments of $1,000.
                                  There is a balloon payment due
                                  September 15, 2017.  3. Balance
                                  of $963,796.61 in cash,
                                  including proceeds from the sale
                                  of the parking garage to
                                  Stoddard.  As a result, the
                                  McAlvain claim will be paid in
                                  full, and all obligors to
                                  McAlvain will be discharged.
                                  In the alternative, this
                                  creditor will receive a Warranty
                                  Deed, subject to current liens
                                  and encumbrances, for the
                                  parking structure and
                                  appurtenances owned by Debtor
                                  and a bill of sale for all other
                                  assets of the Debtor.  McAlvain
                                  will also succeed to all rights
                                  of management of the property
                                  and will be entitled to receive
                                  all revenue from the ownership.

Class 3: General Unsecured     -- Impaired; Debtor knows of no
Creditors                         creditors.  Any entity claiming
                                  the status must file a proof of
                                  claim accordingly.  Unsecured
                                  claims will receive a pro-rata
                                  share of $10,000, payable upon
                                  the Effective Date.

Class 4: Equity Security       -- Impaired; all current equity
Holders of the Debtor             interests will be cancelled upon
                                  the Effective Date.  This
                                  includes all membership interest
                                  of Gary Christensen or
                                  affiliates.

After confirmation, the Stoddard sale will be consummated.
However, should the sale not close, then McAlvain will receive a
deed to the property as set forth herein, subject to the lien of
Class 2-B.  The Debtor will file Articles of Dissolution with the
Idaho Secretary of State and file a final tax return.  Any
distribution of accrued income will be paid to the creditors under
the Plan, and the balance to the two secured claimants in order of
their priority.

                      About Christensen Realty

Boise, Idaho-based Christensen Realty & Investment, LLC, dba 9th &
Bannock Garage, filed for Chapter 11 protection on August 10, 2010
(Bankr. D. Idaho Case No. 10-02537).  D. Blair Clark, Esq., at the
Law Offices of D. Blair Clark PLLC, represents the Debtor.  The
Debtor disclosed $10,626,402 in assets and $8,352,772 in
liabilities as of the Chapter 11 filing.


CJH PETS: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: CJH Pets, Inc.
          dba Petland of Sarasota
              Petzone
        5380 Fruitville Road
        Sarasota, FL 34232

Bankruptcy Case No.: 11-02442

Chapter 11 Petition Date: February 11, 2011

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

Debtor's Counsel: Christopher C. Todd, Esq.
                  MCINTYRE, PANZARELLA, THANASIDES, ET AL
                  400 N. Ashley Drive, Suite 1500
                  Tampa, FL 33602
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  E-mail: chris@mcintyrefirm.com

Scheduled Assets: $395,648

Scheduled Debts: $1,628,210

A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-02442.pdf

The petition was signed by John R. Harper, Jr., president.


CLAIRE'S STORES: Bank Debt Trades at 2% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 97.75 cents-
on-the-dollar during the week ended Friday, February 11, 2011, an
increase of 1.42 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
29, 2014, and carries Moody's Caa1 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
176 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                       About Claire's Stores

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

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

The Company's balance sheet at Oct. 30, 2010, showed $2.79 billion
in total assets, $218.86 million in total current liabilities,
$2.62 billion in long-term debt, and a stockholders' deficit of
$47.89 million.

Claire's Stores carries 'Caa2' corporate family and probability of
default ratings, with 'positive' outlook, from Moody's Investors
Service, and 'B-' issuer credit ratings, with 'stable' outlook,
from Standard & Poor's.

Moody's Investors Service in December 2010 upgraded Claire's
Stores' ratings, including its Corporate Family Rating and
Probability of Default Rating, to Caa2 from Caa3.  The upgrade
reflects a decrease in Claire's probability of default given that
the company can now fully cover its interest expense.  This is due
to earnings improvement from solid comparable store sales growth,
improved merchandise margins, and continued expense discipline.

Claire's Caa2 Probability of Default Rating reflects Moody's view
that although Claire's credit metrics have improved, they remain
very weak as a result of its heavy debt load.  For the twelve
months ending October 30, 2010, Claire's debt to EBITDA was very
high at 9.3 times.


CLEAR CHANNEL: Bank Debt Trades at 8% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 91.59 cents-on-the-dollar during the week ended Friday,
February 11, 2011, an increase of 1.70 percentage points from the
previous week according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  The Company pays 365 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on January 30, 2016, and carries Moody's Caa1 rating and
Standard & Poor's CCC+ rating.  The loan is one of the biggest
gainers and losers among 176 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                 About CC Media and Clear Channel

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel (OTCBB:CCMO) is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

CC Media's balance sheet at Dec. 31, 2010 showed $17.48 billion in
total assets, $1.25 billion in current liabilities, $20.61 billion
in long-term liabilities and $7.20 billion in shareholders'
deficit.

                           *     *     *

CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's.  Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer default
rating of 'CCC' from Fitch Ratings.

Fitch said in November 2010, that its ratings 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.


CLEAR CHANNEL: Intends to Amend Senior Credit Facilities
--------------------------------------------------------
Clear Channel Communications, Inc., intends to pursue amendments
to its senior secured credit facilities and its receivables based
credit facility that would, among other things, permit CCU to
request future extensions of the maturities of its senior secured
credit facilities, provide CCU with greater flexibility in the use
of its accordion provisions, provide CCU with greater flexibility
to incur new debt, provided that such new debt is used to pay down
senior secured credit facility indebtedness, and provide greater
flexibility for CCU's indirect subsidiary, Clear Channel Outdoor
Holdings, Inc., and its subsidiaries to incur new debt.

The effectiveness of the Amendments is conditioned, among other
things, upon the repayment of $500 million of indebtedness under
CCU's senior secured credit facilities, which CCU intends to
finance through the issuance of new notes in a concurrent private
placement.

The Amendments require the consent of a majority of the
outstanding commitments under both of these facilities, which CCU
has already obtained through private negotiations with a number of
its lenders.

                 About CC Media and Clear Channel

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel (OTCBB:CCMO) is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

CC Media's balance sheet at Dec. 31, 2010 showed $17.48 billion in
total assets, $1.25 billion in current liabilities, $20.61 billion
in long-term liabilities and $7.20 billion in shareholders'
deficit.

                           *     *     *

CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's.  Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer default
rating of 'CCC' from Fitch Ratings.

Fitch said in November 2010, that its ratings 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.


CLEAR CHANNEL: To Offer $750MM Priority Guarantee Notes Due 2021
----------------------------------------------------------------
Clear Channel Communications, Inc., intends to offer, subject to
market and customary conditions, $750 million in aggregate
principal amount of priority guarantee notes due 2021  in a
private offering that is exempt from registration under the
Securities Act of 1933, as amended.  The Notes will be fully and
unconditionally guaranteed, jointly and severally, on a senior
basis by CCU's parent, Clear Channel Capital I, Inc., and all of
CCU's existing and future domestic wholly-owned restricted
subsidiaries.  The Notes and the related guarantees will be
secured by (1) a lien on (a) the capital stock of CCU and (b)
certain property and related assets that do not constitute
"principal property", in each case equal in priority to the liens
securing the obligations under CCU's senior secured credit
facilities and (2) a lien on the accounts receivable and related
assets securing CCU's receivables based credit facility junior in
priority to the lien securing CCU's obligations thereunder.

CCU intends to use the proceeds of this offering together with
cash on hand to repay $500 million of the indebtedness outstanding
under its senior secured credit facilities, to repay at maturity
$250 million in aggregate principal amount of its 6.25% Senior
Notes due 2011, to pay fees and expenses incurred in connection
with concurrent amendments to its senior secured credit facilities
and its receivables based credit facility, the receipt of which is
a condition to completion of the offering, and to pay fees and
expenses in connection with the offering.

The Notes and related guarantees will be offered only to
"qualified institutional buyers" in reliance on the exemption from
registration pursuant to Rule 144A under the Securities Act and to
persons outside of the United States in compliance with Regulation
S under the Securities Act.  The Notes and the related guarantees
have not been registered under the Securities Act, or the
securities laws of any state or other jurisdiction, and may not be
offered or sold in the United States without registration or an
applicable exemption from the Securities Act and applicable state
securities or blue sky laws and foreign securities laws.

                 About CC Media and Clear Channel

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel (OTCBB:CCMO) is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

CC Media's balance sheet at Dec. 31, 2010 showed $17.48 billion in
total assets, $1.25 billion in current liabilities, $20.61 billion
in long-term liabilities and $7.20 billion in shareholders'
deficit.

                           *     *     *

CC Media Holdings carries 'CCC+' issuer credit ratings from
Standard & Poor's.  Clear Channel Carries a 'Caa2' corporate
family rating from Moody's Investors Service and an issuer default
rating of 'CCC' from Fitch Ratings.

Fitch said in November 2010, that its ratings 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.


CLEAR CHANNEL: Moody's Assigns 'Caa2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned Clear Channel Communications,
Inc.'s (Caa2 Corporate family Rating) proposed $750 million
Senior Secured Priority Guarantee Notes due 2021 a Caa1 (LGD 2,
20%) rating.  Proceeds of the financing will be used to fund
approximately $250 million of the company's 6.25% (Pre-LBO)
Senior Notes due this year and the remaining $500 million will
be used to repay a small portion of the company's revolver and
term loans maturing in 2014 and 2016.  In addition to the note
issuance, Clear Channel also amended its senior secured cash flow
and ABL credit facilities to allow for future amend-and-extend
transactions, incurrence of additional high yield bonds (used for
the purpose of reducing the outstanding balances of the term loan
and revolver), and greater timing flexibility under their bank
debt accordion feature.  All of the company's credit ratings
remain unchanged and the company's rating outlook is stable.

A summary of the rating actions:

Issuer: Clear Channel Communications, Inc.

* New $750 million Senior Secured Priority Guarantee Notes due
  2021, Assigned Caa1 (LGD-2, 20%)

                        Ratings Rationale

The company's Caa2 Corporate Family Rating reflects the
unsustainable nature of Clear Channel's capital structure given
its high debt-to-EBITDA leverage (approximately 13x gross leverage
and 11.9x net leverage at December 30, 2010 excluding Moody's
standard adjustments) and very large maturities in 2014 and 2016.
Moody's anticipates that cash-on-hand and free cash flow
generation will not be adequate to fund the approximate $5 billion
of debt maturing through fiscal 2014.  Also incorporated in the
rating is Moody's expectation that Clear Channel's leverage metric
will remain high relative to the underlying value of the company's
radio broadcast and outdoor advertising assets over the coming 12
to 24 months.

Notwithstanding the company's weak balance sheet which greatly
influences the company's credit ratings, Clear Channel possesses
significant scale, geographic diversity and leading market
positions in most of the 150 markets in which the company
operates.  Also, Clear Channel is presently benefiting from a
healthy rebound in the economy as evidenced by improving operating
performance, modest (but positive) free cash flow generation in
2010, and potential for enhanced liquidity and flexibility
afforded to the company through the recently proposed credit
facility amendments.  Moody's notes, however, that the company
faces higher interest costs from any refinancing or extensions of
debt maturities which could materially cannibalize free cash flow.

The stable outlook reflects Moody's expectation that Clear Channel
will remain liquid over the next 18 to 24 months as significant
cost reductions and revenue growth and refinancing and amendment
activity (over the last 12 to 18 months) allow the company to
remain well in compliance with its financial maintenance
covenants, providing the company with additional liquidity and
potential flexibility to help address intermediate-term
maturities.  Given the high leverage and limited free cash flow to
reduce debt, Moody's would consider an upgrade of Clear Channel's
ratings if the company were to sustain an improved level of
operating performance resulting in meaningful revenue, EBITDA and
free cash flow growth, resulting in material debt reduction and/or
maturity extensions on a significant portion of outstanding debt
(10% - 20%) well beyond the current note issue.

The rating could be lowered further if it appears that the economy
will contract again or financial market liquidity materially
tightens in the coming years, default or debt restructuring looks
imminent due to inability to extend or refinance material amounts
of the company's debt, or if revenue and EBITDA growth were to
subside (or reverse), which would point to lower valuation of the
company relative to Moody's forecast at the expected time of
restructuring.

Clear Channel Communications, Inc. with its headquarters in San
Antonio, Texas, is a global media and entertainment company
specializing in mobile and on-demand entertainment and information
services for local communities and for advertisers.  The company's
businesses include radio broadcasting and outdoor displays (via
the company's 89% ownership of Clear Channel Outdoor Holdings Inc.
Clear Channel's consolidated revenue for YE 2010 was approximately
$5.9 billion.


CLEAR CHANNEL OUTDOOR: Incurs $87.52 Million Net Loss in 2010
-------------------------------------------------------------
Clear Channel Outdoor Holdings, Inc., reported net income of
$4.28 million on $792.73 million of revenue for the three months
ended December 31, 2010, compared with a net loss of $56.84
million on $763.07 million of revenue during the same period a
year ago.

The Company also reported a net loss of $87.52 million on
$2.80 billion of revenue for the year ended December 31, 2010,
compared with a net loss of $868.19 million on $2.70 billion of
revenue a year ago.

The Company's balance sheet at December 31, 2010 showed $7.09
billion in total assets, $743.70 million in current liabilities,
$2.56 billion in long-term debt and $2.71 billion in shareholders'
equity.

Mark Mays, CEO of Clear Channel Outdoor, commented: "The global
business environment improved as the year progressed, with many of
our markets seeing increased demand from advertisers.  We
witnessed strength across our U.S. operations, especially our
digital boards, while our international business benefitted from a
rebound in street furniture across a number of our markets.  As a
result, our margins continued to strengthen, reflecting the
benefits of our cost-restructuring program and more efficient
organization.  Looking ahead, we remain focused on further
improving our value proposition to our advertising partners,
including expanding our digital footprint and audience measurement
tools, while carefully managing our costs.  As our markets
continue to recover, we are well positioned to generate returns
for the benefit of our shareholders."

                     About Clear Channel Outdoor

Clear Channel Outdoor (NYSE: CCO), headquartered in San Antonio,
Texas, is in the outdoor advertising industry, providing clients
with advertising opportunities through billboards, street
furniture displays, transit displays, and other out-of-home
advertising displays.


CLEARWIRE CORP: F. Ianna Won't Seek Re-Election as Board Member
---------------------------------------------------------------
On February 1, 2011, Frank Ianna informed Clearwire Corporation
of his decision to not stand for re-election to the Company's
Board of Directors at the Company's next annual meeting of
stockholders.  Mr. Ianna is also a director of Sprint Nextel
Corporation and was originally nominated to his position on the
Board by Sprint, pursuant to the Equityholders' Agreement dated
November 28, 2008 by and among the Company, Sprint, Intel
Corporation, Google Inc., Comcast Corporation, Time Warner Cable
Inc., Bright House Networks LLC, and Eagle River Holdings, LLC.
The Company was informed by Sprint that Mr. Ianna's decision to
not stand for reelection was made out of an abundance of caution
to address questions raised by new developments in antitrust law
that may affect how the Clayton Act would apply.  Under the terms
of the Equityholders' Agreement, Sprint has the right to nominate
an additional director to replace Mr. Ianna when he departs the
Board.  Sprint has informed the Company that it intends to
nominate a replacement for the Board position prior to the
Company's annual meeting.

                   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 Sept. 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.

                           *     *     *

As reported by the Troubled Company Reporter on November 11, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating, and all other ratings, on Kirkland, Wash.-based wireless
carrier Clearwire Corp. to 'CCC' from 'B-'.  At the same time, S&P
revised the CreditWatch listing on the company from negative to
developing.  S&P had initially placed the ratings on CreditWatch
with negative implications on Oct. 6, 2010, based on S&P's view
that Clearwire faced significant near-term liquidity risks.

The downgrade follows the company's recent disclosure with the
Securities and Exchange Commission regarding the uncertainty about
its ability to obtain additional capital and continue as a going
concern.  In Clearwire's 2010 third-quarter earnings report and
conference call, the company indicated that it expected to run out
cash by mid-2011, which is consistent with S&P's earlier comments.
Cash totaled around $1.4 billion as of Sept. 30, 2010.


CLEARWIRE CORP: Stockholders Approve Amendments to Equity Plan
--------------------------------------------------------------
On Feb. 2, 2011, Clearwire Corporation stockholders took action by
written consent to approve amendments to the Company's equity
compensation plans to permit an option exchange.  As of the record
date of the Written Consent, the Company had 244,028,133 shares of
Class A Common Stock outstanding and entitled to vote and
743,481,026 shares of Class B Common Stock outstanding and
entitled to vote.  Each share of Class A Common Stock and each
share of Class B Common Stock is entitled to one vote, and the
holders of Class A Common Stock and Class B Common Stock vote
together as a single class.  The Written Consent was executed by
the holders of 534,452,860 shares of Class B Common Stock,
representing a majority of the combined voting power of the
Company's outstanding Class A Common Stock and Class B Common
Stock, which is sufficient to approve the actions contemplated by
the Written Consent.

In connection with the Written Consent, the Company will file an
Information Statement with the Securities and Exchange Commission
pursuant to Section 14(c) of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder, including
Regulation 14C, and will provide the Information Statement to all
stockholders who did not execute the written consent.  The Company
intends to file the Information Statement as soon as certain
information required to be included the Information Statement is
available, which is expected to be in late March 2011, although
this date is subject to change.

                   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 Sept. 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.

                           *     *     *

As reported by the Troubled Company Reporter on November 11, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating, and all other ratings, on Kirkland, Wash.-based wireless
carrier Clearwire Corp. to 'CCC' from 'B-'.  At the same time, S&P
revised the CreditWatch listing on the company from negative to
developing.  S&P had initially placed the ratings on CreditWatch
with negative implications on Oct. 6, 2010, based on S&P's view
that Clearwire faced significant near-term liquidity risks.

The downgrade follows the company's recent disclosure with the
Securities and Exchange Commission regarding the uncertainty about
its ability to obtain additional capital and continue as a going
concern.  In Clearwire's 2010 third-quarter earnings report and
conference call, the company indicated that it expected to run out
cash by mid-2011, which is consistent with S&P's earlier comments.
Cash totaled around $1.4 billion as of Sept. 30, 2010.


CLEARWIRE CORP: To Swap Employee Stock Options With New RSUs
------------------------------------------------------------
On Feb. 7, 2011, Clearwire Corporation announced to its employees
that it intends to offer a voluntary one-time exchange of certain
underwater employee stock options for new restricted stock units
to give eligible employees an opportunity to exchange certain
underwater stock options for new restricted stock units. The
number of new RSUs will be determined using exchange ratios
designed to result in the new RSUs having a fair value for
accounting purposes comparable to the stock options that are
exchanged.

The proposed Option for RSU Exchange Program is intended to
enhance the Company's retention efforts and give many of its
employees the opportunity to exchange certain options and realign
portions of their equity compensation with current market
conditions.  At the same time, the program is designed to be a
value-for-value exchange that is expense-neutral, which means the
Company can restore the original intent of the stock options
without incurring unnecessary accounting charges.

The proposed Option for RSU Exchange Program, which would apply to
about 550 Company employees, has been approved by the Board of
Directors and the Compensation Committee of the Board, subject to
the final approval of the Company's Chief Executive Officer, and
stockholders representing a majority of the combined voting power
of our outstanding shares have approved amendments to the
Company's existing equity plans to permit an exchange offer.

The program is not open to Board members, the Chief Executive
Officer of the Company, or employees who are no longer actively
working at the Company.

                   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 Sept. 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.

                           *     *     *

As reported by the Troubled Company Reporter on November 11, 2010,
Standard & Poor's Ratings Services lowered its corporate credit
rating, and all other ratings, on Kirkland, Wash.-based wireless
carrier Clearwire Corp. to 'CCC' from 'B-'.  At the same time, S&P
revised the CreditWatch listing on the company from negative to
developing.  S&P had initially placed the ratings on CreditWatch
with negative implications on Oct. 6, 2010, based on S&P's view
that Clearwire faced significant near-term liquidity risks.

The downgrade follows the company's recent disclosure with the
Securities and Exchange Commission regarding the uncertainty about
its ability to obtain additional capital and continue as a going
concern.  In Clearwire's 2010 third-quarter earnings report and
conference call, the company indicated that it expected to run out
cash by mid-2011, which is consistent with S&P's earlier comments.
Cash totaled around $1.4 billion as of Sept. 30, 2010.


CLOVERLEAF ENTERPRISES: Wins Formal Approval to Sell to Penn
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Penn National Gaming Inc. was given a nod by the
bankruptcy judge when he signed an order on Feb. 11 formally
approving the sale of Cloverleaf Enterprises Inc. to Penn National
for $11 million cash.

Mr. Rochelle relates that U.S. Bankruptcy Judge Paul Mannes signed
the sale-approval order even though a rehearing motion was
outstanding where a disappointed bidder from the auction was
offering what could have been $18 million.  The new offer came
from Landow Partners LLC and Chesapeake Racing LLC.

As reported in the Feb. 4, 2011 edition of the Troubled Company
Reporter, the bankruptcy judge approved the sale of Rosecroft
Raceway to casino operator Penn National Gaming for $11 million in
cash over the objection of a group led by former state Democratic
Party Chairman Nathan Landow.  At an auction the week before, Penn
emerged as the winning bidder with its $10.25 million hearing.
However, the final price rose after Mr. Landow's group came up
with a last minute bid for the harness track.

The TCR reported yesterday that according to The Gazette, Landow
Partners is seeking permission to submit a new $12 million cash
offer for Rosecroft Raceway.  According to The Gazette, Landow
Partners also asked the judge to reconsider its earlier bid of
$11 million, plus $6 million in conditional payments greater than
the Penn National bid, if the court doesn't approve its new bid.

                   About Cloverleaf Enterprises

Cloverleaf Enterprises Inc. -- http://www.rosecroft.com/-- owned
the Rosecroft Raceway, a harness track in Fort Washington,
Maryland.  The Company filed for Chapter 11 protection (Bankr. D.
Md. Case No. 09-20056) on June 3, 2009, represented by Nelson C.
Cohen, Esq., at Zuckerman Spaeder LLP in Washington, D.C.  The
Company estimated $10 million to $50 million in assets and
$1 million to $10 million in debts in its Chapter 11 petition.

In April 2010, Judge Paul Mannes denied a motion to sell the
assets, saying the sale "primarily benefits" the track's sole
shareholder.  The Company's operations were halted in June 2010.

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


CMB III: Files Proposed Plan of Reorganization
----------------------------------------------
C.M.B. III, L.L.C., has filed a Plan of Reorganization and
disclosure statement with the U.S. Bankruptcy Court for the
District of Arizona.

The Plan will be funded by a combination of the Debtor's cash on
hand as of the Effective Date, the equity contribution, and cash
that is collected or generated by the Reorganized Debtor after the
Effective Date.

Distributions to be made by the Reorganized Debtor under the Plan
ordinarily will be made by check drawn on a domestic bank.

The Plan provides that on the Effective Date the equity interests
in the Debtor will be sold to existing members, or another party.

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

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

                         Treatment of Claims

Under the Plan, each administrative claim other than fee claims
accrued on or before, but unpaid as of, the Effective Date will be
paid in full in cash.

Allowed professional fee claims will be paid by the Reorganized
Debtor from Cash from operations or through application of any
retainer held by the professional person.

Each holder of an allowed priority tax claim will be paid the full
amount of its allowed priority tax claim on the Effective Date.

With respect to classified claims:

   Classification                         Treatment
   --------------                         ---------
Class 1. Priority Claims       -- unimpaired; holders will be
                                  entitled to receive cash in an
                                  amount sufficient to render the
                                  allowed priority claim in full
                                  settlement, release and
                                  discharge of the claim

Class 2. Union Secured Claim   -- impaired; the Reorganized Debtor
                                  will execute and deliver to
                                  Union the Union Note and the
                                  other Amended Union Loan
                                  Documents.  The Union Note
                                  will be in a principal amount
                                  equal to $9.70 million or other
                                  amount as may be established as
                                  the Union Secured Claim.
                                  Interest will accrue on the
                                  principal balance of the
                                  Union Note at the Union Interest
                                  Rate from the Effective Date
                                  until the principal balance is
                                  paid in full.  The Reorganized
                                  Debtor will make payments to
                                  Union in accordance with the
                                  terms of the Plan and Union's
                                  Secured Claim will be paid in
                                  full on or before the 11th
                                  anniversary of the Effective
                                  Date.  The Union Note will be
                                  secured by a first priority
                                  trust deed lien on Parcels 7A,
                                  7B, and rents associated
                                  therewith.  In each case the
                                  claims are subject and
                                  subordinate only to claims of
                                  governmental units for ad
                                  valorem property taxes and
                                  similar impositions, if any,
                                  that are secured by liens on
                                  the property and that have
                                  priority over the liens of
                                  Union.

Class 3. Harvey Secured Claim  -- impaired; Harvey will retain its
                                  first priority trust deed lien
                                  on Parcel 7C.

Class 4. Property Tax Lien     -- unimpaired; the Reorganized
Claims                            Debtor will pay to each holder
                                  of the claim, in cash on the
                                  Effective Date from the
                                  appropriate Segregated DIP
                                  Account.  Real Property Tax
                                  claims on real property to be
                                  transferred by CMB to one or
                                  more of its lenders will
                                  attach to the property to be
                                  transferred and be paid on the
                                  ultimate disposition of that
                                  property.

Class 5. Unsecured Claims      -- holders will receive a
Other Than Union Deficiency       distribution of 80% of its claim
Claim                             on the Effective Date.

Class 6. Union Deficiency      -- impaired; Union will receive a
Claim                             distribution of $1 million on
                                  the Effective Date in
                                  satisfaction of the Union
                                  Deficiency Claim.

Class 7. Existing Interests    -- impaired; CMB II will purchase
                                  the equity interests in the
                                  Reorganized Debtor, by the
                                  contribution of cash to the
                                  Reorganized Debtor, on the
                                  Effective Date, of not less than
                                  $4.50 million.  The New Value
                                  will be used to: (a) pay the
                                  amount necessary to pay all
                                  Class 1 and Class 4 Allowed
                                  Priority Claims; (b) establish
                                  the reserve account to fund,
                                  among other things, (1) tenant
                                  improvements, (2) broker's
                                  commissions, and (3) other
                                  necessary and appropriate
                                  capital expenses of the Real
                                  Property to ensure that the
                                  value of the properties is
                                  maintained; and (c) pay 80% of
                                  Class 5 Unsecured Claims, and
                                  $1 million to Class 6.  If the
                                  Court determines that, under the
                                  circumstances, the New Value to
                                  be contributed by CMB II is
                                  insufficient, or that other
                                  parties-in-interest should be
                                  allowed to bid for the equity
                                  interests in the Reorganized
                                  Debtor, then other interested
                                  parties may bid for the equity
                                  interests in the Reorganized
                                  Debtor.

                          About C.M.B. III

Phoenix, Arizona-based C.M.B. III, L.L.C., owns a mixed-use
commercial complex located at 13450-13610 N. Black Canyon Freeway,
Phoenix, Arizona.  It filed for Chapter 11 bankruptcy protection
(Bankr. D. Ariz. Case No. 10-30496) on September 23, 2010.
Richard M. Lorenzen, Esq., Perkins Coie Brown & Bain P.A., serves
as the Debtor's bankruptcy counsel.  The Debtor estimated its
assets and debts at $10 million to $50 million as of the Chapter
11 filing.


COMPOSITE TECHNOLOGY: Posts $3.2MM Net Loss in December 31 Quarter
------------------------------------------------------------------
Composite Technology Corp. filed its quarterly report on Form
10-Q, reporting a net loss of $3.2 million on $5.2 million of
revenue for the three months ended December 31, 2010, compared
with a net loss of $7.7 million on $2.7 million of revenue for the
same period in 2009.

The Company's balance sheet at December 31, 2010, showed
$27.5 million in total assets, $55.2 million in total
liabilities, and a stockholders' deficit of $27.7 million.

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

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

               http://researcharchives.com/t/s?7320

                    About Composite Technology

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


CONGRESS SAND: Files Proposed Plan of Reorganization
----------------------------------------------------
Congress Sand & Gravel, LLC, and Congress Materials, LLC, have
filed a Plan of Reorganization and disclosure statement with
the U.S. Bankruptcy Court for the Southern District of New York.

The hearing to consider the approval of the disclosure statement
will be held on March 2, 2011, at 9:30 a.m.  February 28, 2011, is
fixed as the last day for filing of objections to the disclosure
statement.

Under the Plan, the Reorganized Debtors intend to fund
Distributions from cash on hand, additional equity from JK
Air/Chiron Equities as needed, and ongoing operations.

Congress Sand's President and CEO will be Jay H. Krasoff.  The
Board of Directors will be Jay Krasoff and Kyle Tauch.

The Reorganized Debtors will continue the businesses of each of
the Debtors, which, when coupled with cash on hand, is expected to
generate sufficient revenue to meet operating costs and fund the
distributions contemplated by the Plan.

Unless otherwise provided in the Plan, on the Effective Date, all
existing liens by the holders of allowed secured tax claims on the
Debtors' property will retain the same validity, priority and
extent that existed on the Petition Date.  All other liens and
encumbrances will be deemed automatically canceled, terminated and
of no further force or effect without further act or action under
any applicable agreement, law, regulation, order, or rule.

As of the Effective Date, all property of the estates will vest in
the Reorganized Debtors free and clear of all claims, liens,
encumbrances and other interests of Creditors and holders of
interests except those recognized by the Plan or court order.
From and after the Effective Date, the Reorganized Debtors may
use, acquire, and dispose of Property and settle and compromise
claims or interests without supervision by the Court, free of any
restrictions of the U.S. Bankruptcy Code or Bankruptcy Rules,
other than those restrictions expressly imposed by the Plan and
the confirmation order.

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

              http://bankrupt.com/misc/CongressSand_DS.pd

                         Treatment of Claims


   Classification                        Treatment
   --------------                        ---------
Unclassified - Allowed           -- unimpaired; not entitled to
Administrative Expense Claims       vote; holders will be paid in
                                    full, in cash;

Unclassified: Allowed Priority   -- unimpaired; not entitled to
Tax Claims                          vote; holders will be paid in
                                    full, in cash, or in monthly
                                    cash payments commencing 60
                                    days after the effective date,
                                    within five years from the
                                    Petition Date;

Class 1: Presidential Claim      -- will be paid in full;

Class 2: Equity Bank             -- impaired; entitled to vote;

Class 3: Continental Bank        -- impaired, entitled to vote;
                                    will retain its security
                                    interest until its claim is
                                    paid in full; claimant will be
                                    paid based upon monthly
                                    payments of principal and
                                    interest based upon: a) an
                                    interest rate of 6.5% simple
                                    interest, b) an amortization
                                    and term of 6 years, and c) a
                                    principal balance based upon
                                    the allowed secured claim of
                                    Continental.  The final
                                    payment will be made 60 days
                                    after the Effective Date.  The
                                    Deficiency Claim of
                                    Continental Bank will be
                                    treated as a Class 16 Claim.

Class 4: Bank of the Ozarks      -- impaired; entitled to vote;
                                    holder will retain its
                                    security interest until its
                                    claim is paid in full.  The
                                    claimant in this class will be
                                    paid based upon monthly
                                    payments of principal and
                                    interest based upon: a) An
                                    interest rate of 6.5% simple
                                    interest, b) An amortization
                                    and term of 4 years, and c) A
                                    principal balance based upon
                                    the allowed secured claim of
                                    Ozarks.  The first payment
                                    will be made 60 days after the
                                    Effective Date.  The
                                    Deficiency Claim of Bank of
                                    the Ozarks will be treated as
                                    a Class 16 Claim.

Class 5: Chiron Equipment        -- impaired, entitled to vote; is
Claim                               paid in full.  The claimant in
                                    this class will be paid based
                                    upon monthly payments of
                                    principal and interest based
                                    upon: a) an interest rate of
                                    6.5% simple interest, b) an
                                    amortization and term of 4
                                    years, and c) a principal
                                    balance based upon the allowed
                                    secured claim of Chiron
                                    Equities.  The first payment
                                    will be 60 days after the
                                    Effective Date.  The
                                    Deficiency Claim of Chiron
                                    Equipment Claim will be
                                    waived.

Class 6: Deere Congress          -- impaired, entitled to vote;
                                    holder will retain its
                                    security interest its claim is
                                    paid in full.  The claimant in
                                    this class will be paid based
                                    upon monthly payments of
                                    principal and interest based
                                    upon: a) an interest rate of
                                    6.5% simple interest; b) an
                                    amortization and term of 6
                                    years, and c) a principal
                                    balance based upon the allowed
                                    secured claim of Deere
                                    Congress.  The first payment
                                    will be made 60 days after the
                                    Effective Date.  The
                                    Deficiency Claim of Deere
                                    Congress will be treated as a
                                    Class 16 Claim.

Class 7: John Deere Credit       -- impaired, entitled to vote;
                                    holder will retain its
                                    security interest until its
                                    claim is paid in full.  The
                                    claimant in this class will be
                                    paid based upon monthly
                                    payments of principal and
                                    interest based upon: a) an
                                    interest rate of 6.5% simple
                                    interest, b) an amortization
                                    and term of 6 years, and c) a
                                    principal balance based upon
                                    the allowed secured claim of
                                    Deere.  The first payment will
                                    be made 60 days after the
                                    Effective Date.  The
                                    Deficiency Claim of John Deere
                                    Credit will be treated as a
                                    Class 16 claim

Class 8: U.S. Bank               -- unimpaired, not entitled to
                                    vote; holder will be paid in
                                    accordance with the current
                                    Loan Agreement.  Any existing
                                    monetary default will be cured
                                    and paid on the Effective Date
                                    of the Plan of Reorganization.

Class 9: Patriot Bank            -- impaired, entitled to vote;
                                    holder will retain its
                                    security interest until its
                                    claim is paid in full.  The
                                    claimant in this class will be
                                    paid based upon monthly
                                    payments of principal and
                                    interest based upon: a) an
                                    interest rate of 6.5% simple
                                    interest, b) an amortization
                                    of 6 years, and c) a principal
                                    balance based upon the allowed
                                    secured claim of Patriot.  The
                                    first payment will be made 60
                                    days after the Effective Date.
                                    The Deficiency Claim of
                                    Patriot will be a Class 16
                                    Claim.

Class 10: Danny Rice             -- impaired; entitled to vote;
                                    holder will retain its
                                    security interest until the
                                    claim is paid in full.  The
                                    claimant in this class will be
                                    paid based upon monthly
                                    payments of principal and
                                    interest based upon: a) an
                                    interest rate of 5.0% simple
                                    interest, b) an amortization
                                    and term of 15 years, and c) a
                                    principal balance based upon
                                    the allowed secured claim of
                                    Danny Rice.  The first payment
                                    will be made 60 days after the
                                    Effective Date.  The
                                    Deficiency Claim of Danny Rice
                                    will be a Class 16 Claim.

Class 11: City of Garland        -- unimpaired; not entitled to
                                    vote; holder will be paid in
                                    accordance with the current
                                    Loan Agreement.  Any existing
                                    monetary default will be cured
                                    and paid on the Effective Date
                                    of the Plan of Reorganization.

Class 12: Ford Motor Credit      -- impaired, entitled to vote;
                                    holder will retain its
                                    security interest until its
                                    claim is paid in full.  The
                                    claimant in this class will be
                                    paid based upon monthly
                                    payments of principal and
                                    interest based upon: a) an
                                    interest rate of 6.5% simple
                                    interest, b) an amortization
                                    and term of 6 years, and c) a
                                    principal balance based upon
                                    the allowed secured claim of
                                    Ford Motor Credit.  The first
                                    payment will be made 60 days
                                    after the Effective Date.  The
                                    Deficiency Claim of Ford Motor
                                    Credit will be a Class 16
                                    Claim.

Class 13: Chrysler Finance       -- unimpaired; not entitled to
                                    vote; holder will be paid in
                                    full on the Effective Date.

Class 14: Oppenheimer, Blend,    -- impaired, entitled to vote;
Harrison & Tate and Green           holder will be paid in twelve
Aggregates US Trustee fees          equal installments with no
                                    interest.  The first
                                    installment will be paid 30
                                    days after the Effective Date.

Class 15: General Unsecured      -- impaired; entitled to vote;
Creditors - Small Claims under      holders will be paid in two
$5,000 or creditors who reduce      equal installments.  The first
their claims to $5,000              installment will be paid 180
                                    days after the Effective Date
                                    with the second installment
                                    paid 180 days thereafter.

Class 16: General Unsecured      -- impaired, entitled to vote;
Creditors                           holders will share pro-rata in
                                    the Unsecured Creditor Amount.
                                    Each Class 16 creditor will
                                    receive its prorate share of
                                    the quarterly payments based
                                    upon: a) a principal amount
                                    equal to the Unsecured
                                    Creditor Amount, b) an
                                    interest rate of 7%, and c) a
                                    term of five years.  The first
                                    payment will be made 90 days
                                    after the Effective Date.

Class 17: Unsecured Insider      -- impaired, entitled to vote;
Claims                              holders will receive 100% of
                                    the Interests in the
                                    Reorganized Debtors.

Class 18: Membership Interests   -- impaired, entitled to vote;
                                    All equity interests of
                                    Congress Sand & Gravel, LLC,
                                    and Congress Materials, LLC,
                                    will be canceled, and the
                                    current owner of interests
                                    will receive nothing.  On the
                                    Effective Date of the Plan,
                                    Chiron Equities and affiliates
                                    will convert all of its Class
                                    17 Claims into the equity
                                    interests in the Debtors into
                                    New Equity.  Inasmuch as Class
                                    18 will receive no
                                    distributions under the Plan,
                                    the holders of Class 18
                                    Interests are deemed to have
                                    rejected the Plan.

                        About Congress Sand

Bridgeport, Texas-based Congress Materials, LLC -- dba Green
Aggregates and Union Materials, LP -- filed for Chapter 11
bankruptcy protection on October 28, 2010 (Bankr. N.D. Tex. Case
No. 10-37526).  It estimated its assets and debts at $10 million
to $50 million.

Kerens, Texas-based Congress Sand filed for Chapter 11 bankruptcy
protection on October 28, 2010 (Bankr. N.D. Tex. Case No. 10-
37522).  It estimated its assets and debts at $1 million to
$10 million.

Congress Materials' bankruptcy case is jointly administered with
Congress Sand & Gravel, LLC.  Congress Sand is the lead case.
Douglas S. Draper, Esq., at Heller Draper Hayden Patrick & Horn,
LLC, assists Congress Sand and Congress Materials in their
restructuring efforts.

Affiliate Green Aggregates, Inc. (Bankr. N.D. Tex. Case No. 07-
53439) filed a separate Chapter 11 petition on December 31, 2007.


CRC HEALTH: Moody's Puts 'B1' Rating on Senior Secured Bank Loan
----------------------------------------------------------------
Moody's rated CRC Health Corporation's amended and extended
senior secured bank credit facilities at B1 and affirmed CRC's
remaining credit facility outstanding at B1.  The company's senior
subordinated notes and corporate family and probability of default
ratings are affirmed with a stable outlook.

In January 2011, CRC Health amended its senior secured bank
facilities to extend the maturities on $63 million of the
$100 million revolving credit facility from February 2012 to
August 2015.  In addition, about $309 million of the company's
$398 million term loan B was also extended, from February 2013
to November 2015.  The company also received an extension on
about $136 million of $157 million PIK Loan's (not rated) at
CRC Health Care Group Inc. from May 2013 to November 2016 and
deferred $65 million of a $75 million AHYDO payment due May 2012
to November 2015.  Included in the amended agreement, CRC's
remaining total leverage and interest coverage covenant
adjustments were eliminated and will remain at 6.75x and 2.0x,
respectively.

These instrument ratings and LGD assessments have been affected:

CRC Health Corp.

Rating assigned:

* $63 million senior secured revolving credit facility due 2015 at
  B1 (LGD2, 26%)

* $309 million senior secured term loan due 2015 at B1 (LGD2, 26%)

Ratings Affirmed/LGD assessments revised:

* Corporate Family Rating, B3

* Probability of Default Rating, B3

* $37 million senior secured revolving credit facility due 2012,
  B1 (LGD2, 26%) from (LGD2, 27%)

* $89 million senior secured term loan due 2013, B1 (LGD2, 26%)
  from (LGD2, 27%)

* $176 million senior subordinated notes due 2016, Caa1 (LGD5,
  75%) from Caa1 (LGD5, 77%)

* Speculative Grade Liquidity Rating, SGL-3

                        Ratings Rationale

CRC's B3 Corporate Family Rating reflects the expectation that the
company will continue to operate with very high leverage and
modest interest expense coverage as operating pressures in the
healthy living division have impeded improvements in credit
metrics.  While Moody's acknowledges the progress the company has
made in reducing costs through its restructuring efforts, the
operating difficulty has reduced CRC's revenue base and delayed
anticipated improvements in the credit profile of the company.

The stable outlook reflects Moody's expectation that the company
will continue to benefit in the near term from the reduction of
its cost base but could face continued pressure in growing the top
line until broader economic conditions improve.

The outlook also incorporates Moody's expectation that CRC could
have difficulty improving credit metrics in the near term as
EBITDA has remained relatively flat and free cash flow benefited
from a reduction in capital spending.

If the company experiences further operational pressures resulting
in additional declines in revenue and EBITDA or higher leverage,
the ratings could be downgraded.

Moody's will be looking for a return to positive growth in revenue
and EBITDA and a reduction in leverage before changing the outlook
to positive or upgrading the ratings.

CRC Health Corporation is a wholly owned subsidiary of CRC Health
Group, Inc. Headquartered in Cupertino, California, CRC's recovery
division provides treatment services to patients suffering from
chronic addiction diseases and related behavioral disorders.  The
company also, through its healthy living division, provides
therapeutic educational programs for adolescents and treatment
services for eating disorders and obesity.  CRC Health is owned by
private equity sponsor Bain Capital Partners, LLC.  CRC recognized
revenue of approximately $443 million for the Twelve Months Ended
Sept. 30, 2010.


CREDIT-BASED ASSET: Files Liquidating Chapter 11 Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Credit-Based Asset Servicing & Securitization LLC
filed a liquidating Chapter 11 plan and accompanying disclosure
statement.  The plan is intended to carry out an agreement made
before the bankruptcy filing in November with secured lenders
allowing C-Bass to use $8.2 million to operate in Chapter 11 and
distribute to lower ranking creditors, Mr. Rochelle relates.

Mr. Rochelle notes that the disclosure statement has blanks where
creditors in all classes later will be told the percentage
distribution to expect.  According to Mr. Rochelle, although the
disclosure statement says the senior secured lenders have claims
of $198.5 million, a total isn't given for unsecured creditors'
claims.  To receive a distribution under the plan, unsecured
creditors must waive claims against the lenders and others.

                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.


CRYOPORT INC: Closes First Round of Private Placement for $4.4MM
----------------------------------------------------------------
CryoPort, Inc., has closed the first round of a private placement
with various accredited investors for $4.4 million.  The Company
obtained agreements to purchase 6,335,318 units at $0.70 per
share; each unit consists of one share of common stock and a
warrant to purchase one share of common stock at an exercise price
of $0.77 per share, pursuant to a Securities Purchase Agreement.
The offering is expected to remain open for approximately two
weeks from the closing of the first round.

The Company intends to use the proceeds of the private placement
for working capital purposes.

Emergent Financial Group, Inc. served as the Company's placement
agent for the transaction.

                        About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0-degree Celsius.

At September 30, 2010, the Company had total assets of
$5.37 million, total liabilities of $5.53 million, and a
stockholders' deficit of $153,700.

KMJ Corbin & Company LLP expressed substantial doubt about
CryoPort's ability to continue as a going concern, following
the Company's 2009 results.  The firm noted that the Company has
incurred recurring losses and negative cash flows from operations
since inception.


CRYSTALLEX INT'L: Mine Contract in Venezuela Terminated
-------------------------------------------------------
Crystallex International Corporation announced that it has
received a letter from the Corporacion Venezolana de Guayana that
states that the Company's Mine Operating Contract for the Las
Cristinas Project in Bolivar State, Venezuela, has been
"unilaterally terminated" by the CVG.  The letter also enclosed a
copy of a resolution passed by the CVG on Feb. 3, 2011, which
states that the MOC is unilaterally terminated.  The resolution
cites, as the basis for the termination of the MOC, Crystallex's
lack of activity to progress the Las Cristinas Project for more
than one year and "... for reasons of opportunity and
convenience".

Crystallex has fully complied with all its obligations under the
MOC and has advanced Las Cristinas to a "shovel ready" state while
awaiting the issuance of the Authorization to Affect Natural
Resources from the Ministry of Environment and Natural Resources.
In June, 2007, the CVG confirmed that the approval of the
Crystallex Las Cristinas Environmental Impact Study, the posting
of the construction guarantee bond and the payment of the
environmental disturbance taxes represented the final and
conclusive step in the procedure for the issuance of the Permit
required to construct the Las Cristinas Project.  Notwithstanding
Crystallex's fulfillment of the conditions to receive the Permit,
MinAmb denied the request for the Permit in April 2008.  Despite
the Company's compliance with the MOC requirements and the CVG's
confirmation in August 2010 that the MOC was in full force and
effect, to date the Permit to allow project construction to
commence has not been issued.

Crystallex is reviewing its position in light of this
correspondence and is considering all steps necessary to protect
its investment on behalf of all its stakeholders including the
filing of the International Arbitration claim outlined in a
Notification of Dispute served by the Company on the Venezuelan
Government in November 2008.

                   About Crystallex International

Based in Toronto, Canada, Crystallex International Corporation
(TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a
Canadian-based company, which has been granted the Mine Operating
Contract to develop and operate the Las Cristinas gold properties
located in Bolivar State, Venezuela.

The Company's balance sheet at Sept. 30, 2010, showed
US$63.62 million in total assets, US$108.10 million in total
liabilities, and a stockholders' deficit of US$44.48 million.

"As at September 30, 2010, the Company had working capital of
US$12.50 million, including cash of $21.47 million.  Management
estimates that these funds will be sufficient to meet the
Company's obligations and budgeted expenditures for the
foreseeable future, but will not be sufficient to repay the
$100.00 million notes payable due on December 23, 2011."


DEEL LLC: Plan Outline Hearing Scheduled for March 21
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on March 21, 2011, at 10:00 a.m. (prevailing
Eastern Time), to consider adequacy of disclosure statement
explaining the proposed Plan of Liquidation of the Deel LLC,
formerly known as Magic Brands LLC.  Objections, if any, are due
4:00 p.m. on March 14.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

As reported in the Jan. 21, 2011 edition of the Troubled Company
Reporter, all secured claims and financing for the Chapter 11 case
were paid in full from the sale of most of the Debtors' assets to
Luby's Inc.  Magic Brands had sold its Fuddruckers stores and
franchise business to restaurant operator Luby's Inc. for $63.5
million.

The Plan says unsecured creditors will be paid after creditors
with higher priorities are fully paid.  The Disclosure Statement
only says unsecured creditors would have a meaningful recovery.
There are blanks in the disclosure statement in connection with
the expected recovery of unsecured creditors and other creditors.
Subordinated creditors are to receive nothing unless unsecured
creditors are paid in full.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/DEELLLC_BlaclinedDS.pdf

                       About Magic Brands

Magic Brands, LLC, is the parent of the Fuddruckers and Koo Koo
Roo restaurant brands.  Fuddruckers -- http://www.fuddruckers.com/
-- was founded in 1980 in San Antonio, Texas, with the goal of
serving hamburgers that are cooked to order and made with fresh
ingredients.  Magic Brands, based in Austin, Texas, purchased the
chain in 1998 and has sought to broaden its appeal by expanding
its menu.

Magic Brands, LLC, and its operating units filed for Chapter 11 on
April 21, 2010 (Bankr. D. Del. Lead Case No. 10-11310).  Magic
Brands disclosed $13,670,488 in assets and $38,624,147 in
liabilities as of the Petition Date.  Affiliate Fuddruckers, Inc.,
also disclosed  $54,550,236 in assets and $50,349,268 in
liabilities as of the Chapter 11 filing.

FocalPoint Securities, LLC serves as investment banker to Magic
Brands and Goulston & Storrs serves as lead bankruptcy counsel.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

Klehr Harrison Harvey Branzburg LLP, and Kelly Drye & Warren LLP
represent The Official Committee of Unsecured Creditors.  FTI
Consulting, Inc., serves as the Committee's financial advisor.


DELPHI CORP: Investigators Probe GM Funding of New Pensions
-----------------------------------------------------------
Federal auditors said they are looking at whether the U.S.
Government pressured General Motors Corp. to provide additional
funding for Delphi Corp.'s pension plan for hourly workers, Neil
Roland of Automotive News reported.

The information is disclosed in Neil Barofsky, the special
inspector general for the Troubled Asset Relief Program's
quarterly report filed with the U.S. Congress, Automotive News
stated.

The TARP's audit is focused on GM's decision after it filed for
bankruptcy to provide benefits for Delphi's hourly workers without
doing the same for salaried retirees.  The audit comes as U.S.
Representative Christopher Lee and other lawmakers wrote to the
U.S. Department of the Treasury regarding the unfair treatment of
Delphi salaried retirees who saw their pension benefits cut by as
much as 70%, Automotive News said.

Mr. Barofsky also stated in his report that he is looking into the
Treasury's role in GM's acquisition of GM Financial Company, Inc.,
formerly AmeriCredit, Automotive News mentioned.  GM Financial may
ultimately compete against Ally Financial Inc., another recipient
of federal bailout funds in 2008, according to the Congressional
Oversight Panel, Automotive News noted.  The panel headed by
former U.S. Senator Ted Kauffman noted that Ally might have more
trouble repaying taxpayers as a result of GM's acquisition of
AmeriCredit.  The panel said the Treasury declined to block GM's
purchase, Automotive News added.

Mr. Barofsky is also conducting an investigation on possible
illegal conduct made by GM and Chrysler in their dealer
reductions, but he did not indicate when his audits will be
completed, Automotive News relayed.

                         About Delphi Corp.

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

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

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

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

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

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

                     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)


DELTA AIR: Pays $313 Million in Profit Sharing to Employees
------------------------------------------------------------
Delta Air Lines issued the following memo from CEO Richard
Anderson to its more than 80,000 employees worldwide.

To:      Delta Colleagues Worldwide
From:    Richard Anderson
Subject: Sharing our success every step of the way

Congratulations and thank you! Delta is paying out $313 million in
profit sharing - a direct result of your hard work and dedication
that enabled Delta to record a $1.4 billion profit for 2010.  We
continue to deliver on our commitment to share Delta's successes
with those who make it possible.

Profit sharing is not a one-time payout.  Instead, it is part of
your total compensation that includes a competitive package of
pay, benefits and work rules along with additional opportunities
to earn more when the company performs well.  This year's profit
sharing continues the momentum that we've gained during the last
four years, enabling continued investments in our people:

Coming out of bankruptcy in 2007, Delta employees received $1
billion in incentives and improved compensation and benefit
programs.

For our strong financial performance in 2007, employees earned
$158 million in profit sharing.

As a testament to the airline we would build together, Delta
employees were granted 15% equity in the combined company
following the close of the merger in 2008, valued at approximately
$900 million at the time of distribution.

For solid operational performance in 2009, Delta people earned
approximately $66 million through monthly operational performance
bonuses.

For three consecutive years, Delta increased base pay for
frontline people, making good on a pre-merger promise to bring
Delta base pay rates to industry-standard by the end of 2010.

And, as a direct reflection of your hard work and our merger's
success, we are sharing the largest profit sharing payout in our
airline's history.

During the toughest of economic times this industry has faced, we
kept our deals.  When other major airlines were announcing
involuntary furloughs, outsourcing and hiring freezes -- Delta
kept its commitment to no frontline involuntary furloughs as a
result of the merger; we were bringing Reservations jobs back to
the U.S.; we were insourcing in TechOps, Cargo and Airport
Customer Service; and, in the last year alone, we added more than
4,000 new frontline jobs.

In 2010, we completed virtually all our merger integration,
expanded our global network, strengthened our industry-leading
joint venture and alliance relationships, and began a massive
investment in our product and the technology that supports the way
we do business every day. Our progress has been remarkable.

I hope you'll all take some time to celebrate with one another.
We're proud of what you've achieved. And, in addition to
celebrations your leaders are hosting today across the system,
full-page advertisements in USA Today, the Minneapolis Star
Tribune, the Detroit Free Press and the Atlanta Journal-
Constitution newspapers salute you, the best employees in the
world.

It's a good time to be at Delta Air Lines. Our plan is working and
while we have a great deal of work ahead of us, our opportunities
are tremendous. With the dedication and determination of Delta
people, I have no doubt we'll successfully face the challenges of
2011.

Thank you for all you do for Delta every day.

                       About Delta Air Lines

Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) --
http://www.delta.com/or http://www.nwa.com/-- provides scheduled
air transportation for passengers and cargo throughout the United
States, and around the world.  The Company's route network is
centered on the hub system it operate at airports in Atlanta,
Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK,
Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-
Narita. The hub operations include flights, which gather and
distribute traffic from markets in the geographic region
surrounding the hub to domestic and international cities and to
other hubs. The network is supported by a fleet of aircraft, which
is varied in terms of size and capabilities.  On December 31,
2009, the Company's wholly owned subsidiary Northwest Airlines,
Inc., merged with and into Delta.  The wholly owned subsidiary of
the Company is Northwest Airlines Corporation.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Stable/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's and "B-" LT
Issuer Default rating from Fitch.


DENNY HECKER: Sentenced to 10 Years, Fined $31 Million
------------------------------------------------------
Bankruptcy Law360 reports that Judge Joan Ericksen of the U.S.
District Court for the District of Minnesota on Friday sentenced
Dennis Hecker, a former automotive bigwig, to 10 years in prison
and ordered him to pay $31 million in restitution for defrauding
Chrysler Financial Services LLC and other lenders and concealing
his assets during bankruptcy.

Dow Jones' DBR Small Cap says the 10 years for Mr. Hecker is the
maximum sentence on the counts of bankruptcy fraud and conspiracy
to which the former Minnesota auto mogul last year pleaded guilty.

                        About Denny Hecker

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

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

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

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

Randall Seaver serves as Chapter 7 trustee in the case.


DENNY'S CORPORATION: Keeley Asset Discloses 9.0% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 7, 2011, Keeley Asset Management
Corp. disclosed that it beneficially owns 8,947,700 shares of
common stock of Denny's Corporation representing 9.0% of the
shares outstanding.  Keeley Small Cap Value Fund owns 6,060,000
shares or 6.1% equity stake while John L. Keeley, Jr. owns 400,000
shares or 0.4% equity stake.  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.


DIAMOND RANCH: Reports $20,500 Net Income in Dec. 31 Quarter
------------------------------------------------------------
Diamond Ranch Foods, Ltd., filed its quarterly report on Form
10-Q, reporting net income of $20,506 on $1.8 million of revenues
for the three months ended December 31, 2010, compared with a net
loss of $181,333 on $2.1 million of revenues for the same period
of 2009.

At December 31, 2010, the Company's balance sheet showed
$1.2 million in total assets, $6.0 million in total liabilities,
and a stockholders' deficit of $4.8 million.

As reported in the Troubled Company Reporter on July 19, 2010,
Gruber & Company LLC, in Lake Saint Louis, Missouri, expressed
substantial doubt about Diamond Ranch Foods's ability to
continue as a going concern, following the Company's results for
the fiscal year ended March 31, 2010.  The independent auditors
noted that the Company has suffered recurring losses from
operations.

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

               http://researcharchives.com/t/s?7322

                        About Diamond Ranch

Diamond Ranch Foods, Ltd. (OTC BB: DRFO)
-- http://www.diamondranchfoods.com/-- is a meat processing and
distribution company now located in the Hunts Point Coop Market,
Bronx, New York.  The Company's operations consist of packing,
processing, labeling, and distributing products to a customer
base, including, but not limited to, in-home food service
businesses, retailers, hotels, restaurants, and institutions, deli
and catering operators, and industry suppliers.


DIPAK DESAI: Nevada Mutual Renews Motion for Ch. 7 Liquidation
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on March 22, 2011, at 9:30 a.m., to consider Nevada
Mutual Insurance Company's request to convert the Chapter 11 cases
of Dipak Desai, et al., to one under Chapter 7 of the Bankruptcy
Code, or, in the alternative, to appoint a Chapter 11 trustee.

The Troubled Company Reporter on Dec. 28, 2010, reported the
Bankruptcy Court's entry of an order denying Nevada Mutual's
previous request for an appointment of a Chapter 11 trustee, or
alternatively, dismissal of the Chapter 11 case or conversion of
the case to Chapter 7.

Nevada Mutual this month renewed its motion and asserts that the
case has no "prospect of any reorganization".  It points out that:

   * The Debtor has failed to file any plan or disclosure
     statement or participate in the reorganization process in any
     meaningful way.

   * While the Official Committee of Unsecured Creditors has filed
     a plan, the plan has failed to move the case toward
     confirmation; the plan is not accompanied by a required
     disclosure statement; and the plan contains no provision for
     a means to effectuate or to pay required administrative
     expenses -- except through continued litigation.

Nevada Mutual also notes that based on the expert report of the
Debtor, the total known value of certain estate assets is
approximately $945,000 -- $17 million less than the value listed
those same assets in Desai's schedules and statements filed in
February 2010.

Further, Nevada Mutual points out, the professional fees incurred
by the estate to fund Desai's professionals, including his
criminal counsel, amount to over $2.4 million to date and are
rapidly depleting the few remaining assets of the estate.

Nevada Mutual Insurance Company is represented by:

     Cecilia Lee, Esq.
     CECILIA LEE, LTD.
     510 West Plumb Lane, Suite A
     Reno, NV 89509
     Tel: (775) 324-1011
     Fax: (775) 324-6616

                         About Dipak Desai

Las Vegas, Nevada-based Dipak Desai, aka Dipak Desai, M.D.,
Chartered, filed for Chapter 11 bankruptcy protection on
February 26, 2010 (Bankr. D. Nev. Case No. 10-13050).  Bruce
Thomas Beesley, Esq., at Lewis And Roca LLP, and Michael F. Lynch,
Esq., who has an office in Las Vegas, Nevada, represents the
Debtor in its restructuring effort.  The Company disclosed
$22,324,179 in assets and $1,892,555 in liabilities as of the
Petition Date.

The Debtor's case is jointly administered with Endoscopy Center of
Southern Nevada, LLC, Gastroenterology Center of Nevada, LLP and
Desert Shadow Endoscopy Center, LLC, and Hari Om.

Brown Rudnick LLP serves as the Committee's counsel, and Kolesar &
Leatham, CHTD., serves as the Committee's local counsel


DIPAK DESAI: Terms of Creditors Committee's Proposed Plan
---------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Dipak Desai, et al., submitted to the U.S. Bankruptcy
Court for the District of Nevada a proposed Chapter 11 Plan and an
explanatory Disclosure Statement for the Debtors.

The plan proponent will begin soliciting votes on the Plan
following approval of the adequacy of the information in the
Disclosure Statement.

According to the Disclosure Statement, the Plan contemplates the
substantive consolidation of the Debtors.  The Plan also
contemplates that the claims for liability to the extent of the
Debtors' Policy coverage are fully preserved and are not released
pursuant to the Plan unless certain settlements are reached
between holders of the claims, the Plan Proponents or Plan Trustee
and Nevada Mutual Insurance Company with respect to the claims.

Under the Plan, holders of secured claims will (i) have its claim
reinstated; or (ii) receive cash in an amount equal to the allowed
claim, including any interest; or (iii) receive the collateral
securing its allowed claim.

Holders of general unsecured claims will receive cash in the
amount of the allowed claim by the Plan trustee from funds in the
Creditors' Trust, provided that there are sufficient funds.

Holders of equity interests won't receive any distributions.

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

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

                          The Committee

Sara L. Kistler, Acting U.S. Trustee for Region 17, appointed
these persons to the Creditors Committee on June 4, 2010:

1. David R. Seidlitz
2. Antoinette Carpenter
3. Tiny Marie Gold
4. John Summers
5. Salvatore Leggio
6. Nell McDowell
7. Phyllis Satterthwaite

The Committee is represented by:

       David J. Molton, Esq.
       Howard S. Steel, Esq.
       BROWN RUDNICK LLP
       Seven Times Square
       New York, NY 10036
       Telephone: (212) 209-4800
       Facsimile: (212) 209-4801
       E-mail: dmolton@brownrudnick.com
               hsteel@brownrudnick.com

           - and -

       Nile Leatham, ESQ.
       Natalie M. Cox, ESQ.
       BART K. LARSEN, ESQ.
       KOLESAR & LEATHAM, CHTD.
       3320 W. Sahara Avenue, Suite 380
       Las Vegas, Nevada 89102
       Telephone: (702) 362-7800
       Facsimile: (702) 362-9472
       E-mail: blarsen@klnevada.com

                  The Debtors' Non-Filing of Plan

In August 2010, Dipak Desai notified the Court that no plan of
reorganization has been filed due to unresolved matters with
several hepatitis plaintiffs.  The Debtor explained that it is
premature to file a plan of reorganization until it is certain
that the case will not be dismissed on the credit counseling
technicality.

According to the Debtor's case docket, on February 11, 2011,
Nevada Mutual Insurance Company asked the Court to convert the
case to on under Chapter 7 of the Bankruptcy Code, or, in the
alternative, to appoint a chapter 11 trustee.

                         About Dipak Desai

Las Vegas, Nevada-based Dipak Desai, aka Dipak Desai, M.D.,
Chartered, filed for Chapter 11 bankruptcy protection on
February 26, 2010 (Bankr. D. Nev. Case No. 10-13050).  Bruce
Thomas Beesley, Esq., at Lewis And Roca LLP, and Michael F. Lynch,
Esq., who has an office in Las Vegas, Nevada, represents the
Debtor in its restructuring effort.  The Company disclosed
$22,324,179 in assets and $1,892,555 in liabilities as of the
Petition Date.

The Debtor's case is jointly administered with Endoscopy Center of
Southern Nevada, LLC, Gastroenterology Center of Nevada, LLP and
Desert Shadow Endoscopy Center, LLC, and Hari Om.


DONALD LINDSEY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Donald Lindsey Ware, Jr.
               dba WareHouses
               c/o The Inkspot, Inc.
               545 South Limestone Street
               Lexington, KY 40508

               Lorea T. Ware
               1200 Todds Station Road
               Lexington, KY 40509

Bankruptcy Case No.: 11-50378

Chapter 11 Petition Date: February 10, 2011

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: Laura Day DelCotto, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 North Upper St
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Fax: (859) 281-1179
                  E-mail: ldelcotto@dlgfirm.com

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

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/kyeb11-50378.pdf

The petition was signed by the Joint Debtors.


DOWLING COLLEGE: S&P Downgrades Long-Term Debt Rating to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB' from 'BB+' on debt issued for Dowling College, N.Y, based on
its view of the college's recent reliance on significant
investment draws and uniquely large unrestricted giving to support
operations, declines in enrollment, and management turnover in key
positions.  The debt is a general obligation of the college.

The 'BB' rating reflects Standard & Poor's view of the college's
historically negative, although improving financial performance;
low levels of financial resources; and heavy budget reliance on
tuition and other student-generated revenues.  Other rating
considerations include what Standard & Poor's considers a very
small endowment compared with a high level of outstanding debt;
recent management turnover in key positions; a moderately high
maximum annual debt service burden; and decreased enrollment at
the undergraduate and graduate levels.

Despite the negative credit factors, Dowling managed to maintain a
relatively low tuition discount rate of 21% in fiscal 2010.  In
addition, nominal debt service is relatively stable through fiscal
2016.

"The stable outlook reflects S&P's expectation that, over the next
24 months, demand and enrollment levels will likely stabilize, the
college will likely produce breakeven operating performance, and
that financial resources will likely grow," said Standard & Poor's
credit analyst Nick Waugh.  "We also expect Dowling to complete
its installation of a new management team and the issuance of any
additional debt to be commensurate with an increase in financial
resources," said Mr. Waugh.

At this time, Standard & Poor's does not expect to raise the
rating during the outlook period given the low level of financial
resources relative to debt.  Standard & Poor's could consider a
lower rating if Dowling experiences deteriorating demand and
shrinking enrollment, negative operating results, reduced
financial resources, or the violation of financial covenants
during the outlook period.

Founded in 1955, as part of Adelphi College's outreach to Suffolk
County, N.Y., Dowling College became the first four-year, degree-
granting liberal arts institution in the county.  The college
purchased the former W.K. Vanderbilt estate in Oakdale in 1962.
In 1968, the college severed its ties with Adelphi and was renamed
after its chief benefactor, Robert Dowling, a noted city planner
and aviator.


DS WATERS: Placed by S&P on Watch Negative due to Refinancing Risk
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Atlanta-based DS Waters of America Inc., including the 'B'
corporate credit rating, on CreditWatch with negative
implications.  The CreditWatch placement means that S&P could
either lower or affirm the ratings upon completion of S&P's
review.  For analytical purposes, S&P views DS Waters and its
holding companies, DSW Group Inc. (Group; not rated) and DSW
Holdings (Holdings; not rated), as one economic entity.

"The CreditWatch listing reflects S&P's belief that DS Waters'
operating performance has continued to weaken, which has resulted
in weaker credit measures," said Standard & Poor's credit analyst
Jean Stout.  S&P believes that DS Waters will be challenged to
improve its operating results amid continued weak economic
conditions, as well as expected higher commodity costs.

"It is also S&P's opinion that the company faces significant
refinancing risk over the next 12 to 18 months at both the
operating company and parent holding company levels," added
Ms. Stout.  The company's revolving credit facilities mature in
October 2011; Holdings' $300 million term loan matures in March
2012; Group's $225 million payment-in-kind note matures in April
2012, followed by the maturity of DS Waters' term loan in October
2012.  At present, the company has not presented a viable
refinancing plan for any of these maturities.  Because of
significant refinancing risk during the next 12 to 18 months that
surpasses the company's currently available liquidity (including
about $100 million of cash and ample covenant cushion).

Standard & Poor's will seek to resolve the CreditWatch listing
within 60-90 days.  To resolve the CreditWatch listing, S&P will
meet with management to evaluate the potential to not only improve
the company's operating performance amid lingering weak
macroeconomic environment and volatile commodity costs, but also
its ability to develop and implement a viable refinancing plan in
the near-term that will provide the company with sustainable
adequate liquidity.


ENERGY XXI: Fitch Assigns 'B/RR4' Rating to $250 Mil. Notes
-----------------------------------------------------------
Fitch Ratings has assigned a 'B/RR4' rating to Energy XXI Gulf
Coast (Delaware) proposed issuance of $250 million in senior
unsecured private placement notes due 2019.  The notes will be
guaranteed by the parent company (Energy XXI Bermuda), as well
as existing and future material subsidiaries, and rank pari
passu with existing unsecured indebtedness.  Proceeds will be
used to refinance the company's 10% 2013 notes, which had a
balance outstanding of $228.9 million at Feb. 9, 2011.  Fitch
would note that failure to refinance the 10% notes by the first
quarter of 2013 would have caused the maturity date of the
company's $925 million senior secured revolver to spring
forward to March 2013 from 2014.

Fitch currently rates Energy XXI:

Energy XXI (Bermuda)

  -- Issuer Default Rating 'B';
  -- Convertible perpetual preferred 'CCC/RR6'.

Energy XXI Gulf Coast (Delaware)

  -- IDR 'B';
  -- Senior secured first lien revolver 'BB/RR1';
  -- Senior unsecured notes 'B/RR4'.

The Rating Outlook is Stable.  All debt, including the proposed
$250 million notes, is issued at the Energy XXI Gulf Coast
subsidiary level with the exception of the convertible perpetual
preferreds, which are issued by Energy XXI (Bermuda).

Ratings Rationale:

Energy XXI Oil Corporation's ratings are supported by the
company's high exposure to liquids; reasonable operational
metrics; willingness to issue equity and equity-equivalent
instruments to fund growth; operator status on a majority of
properties; recent trend of debt reductions (prior to the Exxon
property acquisition); and the short-term cash flow protections
of its hedging position.  Ratings issues for bondholders include
the company's high leverage; small size and lack of basin
diversification; vulnerability to hurricane risks; higher risk
ultra-deep shelf exploration program; ongoing acquisition risk;
and liquidity risk.

Exxon Property Acquisition:

In December, Energy XXI closed on its $1.012 billion acquisition
of GoM properties from ExxonMobil, which added 49.5 million
barrels of oil equivalent of 1p reserves, and approximately 19,000
boepd of production to its core shallow water program.  Of the
acquired reserves, 61% are oil and 68% proved developed.  As these
are similar to Energy XXI's current portfolio, the acquisition
should not meaningfully dilute Energy XXI's liquids-heavy profile
and the higher cash generation associated with that profile.  The
proximity of the acquired fields to existing Energy XXI properties
and the lack of need for major infrastructure tie-ins also means
the acquired properties are candidates for meaningful G&A
synergies.  In addition, the acquisition provides modest portfolio
diversification, with 50% of expected pro forma output coming from
the company's top four fields versus top two fields previously.
Near term free cash flow generation at Energy XXI is expected to
remain constrained until production from the company's ultra-deep
shelf wells begins to ramp up.

Energy XXI has among the highest oil exposure among peers, with
approximately two-thirds of reserves and production comprised of
liquids (pre- acquisition).  Of this, a minimal amount is
comprised of lower-priced natural gas liquids.  Given the wide
disparity between oil and natural gas pricing (btu equivalence of
6.0 times versus recent price equivalence in excess of 20x),
Energy XXI's high exposure has enhanced near-term cash generation.
To support its drilling budget, the company maintains an active
hedging program and added approximately 10,000 boepd of liquids
hedges to lock in a portion of the acquisition economics.  A
smaller amount of hedges remain on the natural gas side following
recent hedge monetizations.  Given the relative weakness of the
gas forward curve, Fitch anticipates Energy XXI's gas hedge
position will remain relatively small over the next few quarters;
however, oil hedging opportunities remain robust.

Energy XXI's operational metrics are respectable.  As calculated
by Fitch, for fiscal year 2010 (June 30) which excludes the Exxon
acquisition, the company had one- and three-year FD&A costs of
$14.35/boe and $18.35/boe.  The company's all-in one-year Reserve
Replacement Ratio was 383%, while its organic RRR was 82%.  In
addition to the large future reserves adds expected from the Exxon
acquisition, Fitch expects that organic RRR will begin to rise in
2011 and beyond as the company begins to book reserves from its
ultra-deep shelf discoveries.

Energy XXI's recent financial performance has been good.  At Dec.
31, 2010, the company generated quarterly EBITDA of $107.5
million, versus $66.3 million for the year ago-quarter (the latest
quarter includes just 14 days of contribution from the acquired
Exxon properties).  Production volumes in January 2011 averaged
approximately 43,300 boepd, reflecting the full impact of the
Exxon acquisition, but offset modestly by weather-related
stoppages and third party pipeline outages.  At Dec. 31, 2010,
Energy XXI's cash and equivalents were approximately $40 million,
and total debt was approximately $1.31 billion.  Headroom on all
financial covenants was adequate.  Near term maturities are
limited, with the next major issuance due the 2013 10% notes,
which are expected to be retired from proceeds from the current
issuance.  Fitch anticipates that the company's FCF generation
will remain constrained until production from the ultra-deep shelf
begins to ramp up.

Catalysts for an upgrade to the rating include a sustained
reduction in debt/boe metrics and accompanying shift in managerial
philosophy on use of the balance sheet.  Catalysts for a downgrade
include a major hurricane or other operational problem leading to
extensive downtime; a sustained collapse in oil prices; or
unfavorable regulatory changes in the GoM which negatively impact
operations (inability to obtain drilling permits, much higher
bonding or insurance requirements, etc).

Energy XXI is a small independent E&P producer with operations
located in the offshore US Gulf of Mexico and onshore GoM.  The
parent company, Energy XXI (Bermuda), was incorporated in Bermuda
in 2005 as an E&P acquisition vehicle.  The company's main
business subsidiary is Energy XXI Gulf Coast, which is a Delaware
Corp.  On a pro forma basis following the announced Exxon property
acquisition, the company's total reserves were 125.1 million boe,
proved and probable reserves of 158.1 million boe, and pro forma
production of 45,000 boepd.


ENERGY XXI: Moody's Assigns 'Caa1' Rating to $250 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Energy XXI
Gulf Coast, Inc.'s proposed offering of $250 million senior notes
due 2019.  The proceeds of this offering will be used to fund the
repurchase or redemption of $228.9 million principal amount of 10%
senior notes due 2013 and to repay revolver borrowings.  The
outlook is stable.

                        Ratings Rationale

Energy XXI's B3 Corporate Family Rating reflects its proved
reserve and production volumes that are larger than many B3 rated
peers and its relatively high revenues and cash margins due to
approximately 69% of its production being oil.  This rating also
incorporates the company's high debt levels and operating cost
structure.  Energy XXI has substantial geographic and field level
concentration in the U.S. Gulf of Mexico, which generally entails
short reserve lives, weather risks and additional regulatory and
cost uncertainties stemming from the fallout of the Macondo well
blowout and oil spill.

The stable outlook is based on Moody's expectation of continued
supportive oil prices and the company meeting its forecasts for
production growth, free cash flow and debt reduction to improve
its leverage metrics in 2011.  Pro forma for the GOM properties
acquisition from Exxon Mobil Corporation in December 2010,
debt/average daily production and debt/proved developed reserves
were around $31,000/boepd and $16/boe.  If leverage metrics don't
improve from pro forma levels that would pressure the ratings.
Declines in sequential quarterly production volumes and/or
significant negative free cash flow could be early signs that the
GOM properties acquisition is not meeting expectations and could
result in a negative outlook or ratings downgrade.  A positive
rating action is not likely in the near to medium term given the
company's high leverage and the ongoing event risk from its
acquisition oriented growth strategy and aggressive financial
policies.

The Caa1 senior notes rating reflects both the overall probability
of default of Energy XXI, to which Moody's assigns a PDR of B3,
and a loss given default of LGD5 (71%).  The company has a
$700 million borrowing base on its $925 million senior secured
revolving credit facility.  The senior notes are unsecured and
therefore are subordinate to the senior secured credit facility's
potential priority claim to the company's assets.  This results in
the senior notes being notched one rating beneath the B3 CFR under
Moody's Loss Given Default Methodology.

Energy XXI Gulf Coast, Inc., is a wholly owned subsidiary of
Energy XXI (Bermuda) Limited, a publicly traded independent
exploration and production company based in Houston, TX.


ENERGY XXI: S&P Assigns 'B' Senior Rating to $250 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
senior unsecured rating and '3' recovery rating to Energy XXI Gulf
Coast Inc.'s proposed $250 million senior notes due 2019.  The
ratings indicate S&P's expectation of meaningful (50% to 70%)
recovery in the event of a payment default.  Energy XXI Gulf Coast
expects to use proceeds to repurchase its outstanding $229 million
10% senior notes due 2013.  Energy XXI Gulf Coast is a subsidiary
of Energy XXI (Bermuda) Ltd. (B/Stable/--).

The ratings on Energy XXI (Bermuda) reflect its modest reserve
size, a focus on the challenging Gulf of Mexico region that
requires high reinvestment to maintain production and reserve
levels, an elevated cost structure, and uncertainty about
potential delays in permitting processes in the Gulf of Mexico.

Standard & Poor's will publish an updated recovery report on
Energy XXI shortly.

                           Ratings List

                     Energy XXI (Bermuda) Ltd.

         Corporate credit rating             B/Stable/--

                           New Ratings

                     Energy XXI Gulf Coast Inc.

              $250 million senior notes due 2019  B
               Recovery rating                    3


ESCALON MEDICAL: Posts $1.0 Million Loss in Dec. 31 Quarter
-----------------------------------------------------------
Escalon Medical Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $1.05 million on $7.60 million of revenue
for the three months ended December 31, 2010, compared with a net
loss of $1.05 million on $7.99 million of revenue for the same
period of the prior fiscal year.

The Company's balance sheet as of December 31, 2010, showed
$20.44 million in total assets, $10.18 million in total
liabilities, and stockholders' equity of $10.26 million.

As reported in the Troubled Company Reporter on October 15, 2010,
Mayer Hoffman McCann P.C., in Plymouth Meeting, Pa., expressed
substantial doubt about Escalon Medical's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2010.  The independent auditors noted of the
ongoing debt payments on the debt related to the Biocode Hycel
acquisition and continued losses from operations and negative cash
flows from operating activities.

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

               http://researcharchives.com/t/s?7337

                      About Escalon Medical

Wayne, Pa.-based Escalon Medical Corp. (Nasdaq: ESMC)
-- http://www.escalonmed.com/-- operates in the healthcare market
specializing in the development, manufacture, marketing and
distribution of medical devices and pharmaceuticals in the areas
of ophthalmology, diabetes, hematology and vascular access.


FIRST FOLIAGE: Sells Assets to Costa Farms for $22 Million
----------------------------------------------------------
American Bankruptcy Institute reports that First Foliage LC has
sold its assets to Costa Farms LLC for roughly $22 million.

As reported in the Troubled Company Reporter last month, the Court
approved procedures set BFN Growers, LLC, or its designee, as the
stalking horse bidder -- with an offer $13.5 million offer less of
adjustments -- at the Feb. 7 auction.  United Growers, LLC, was
originally the buyer selected by the Debtor to star the auction,
but the creditors committee claimed that BFN provided a higher
offer.

                     About First Foliage, L.C.

Homestead, Florida-based First Foliage, L.C., filed for Chapter 11
bankruptcy protection on June 23, 2010 (Bankr. S.D. Fla. Case No.
10-27532).   Attorneys at Infante, Zumpano, Hudson & Miloch, LLC,
represent the Debtor.  Berger Singerman, P.A., serves as counsel
to the Official Committee of Unsecured Creditors.  The Company
estimated $50 million to $100 million in assets and $10 million to
$50 million in liabilities in its Chapter 11 petition.


FIRSTFED FINANCIAL: Plan Set for March 29 Confirmation
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FirstFed Financial Corp. scheduled a confirmation
hearing for March 29 after obtaining approval of the explanatory
disclosure statement.

According to the Disclosure Statement, the Plan provides for the
disposition of all the assets of the Debtor's estate though the
establishment of a liquidating trust.  The remaining assets, to
the extent not converted to cash or other proceeds as of the
effective date, will be sold or otherwise disposed of by the
liquidating trustee after the effective date, with all net cash
proceeds to be distributed to holders of allowed claims.

Unsecured creditors with about $160 million in claims are expected
to have a 1.3% recovery, without regard for whatever might be
collected from tax refunds or lawsuits.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/FirstFedFinancial_DS105.pdf

The Debtor's counsel can be reached at:

     Jon L.R. Dalberg, Esq.
     Rodger M. Landau, Esq.
     LANDAU GOTTFRIED & BERGER LLP
     1801 Century Park East, Suite 1460
     Los Angeles, CA 90067
     Tel: (310) 557-0050
     Fax: (310) 557-0056
     E-mail: jdalberg@lgbfirm.com
             rlandau@lgbfirm.com

                      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, represents the
Debtor in its restructuring efforts.  Garden City Group is the
claims and notice agent.  The Debtor disclosed assets at
$1 million and $10 million, and debts at $100 million and
$500 million.


FORD MOTOR: Note Redemption Won't Affect Moody's 'Ba2' Rating
-------------------------------------------------------------
Moody's Investors Service said that the Ba2 Corporate Family
Rating, SGL-2 Speculative Grade Liquidity rating and positive
outlook of Ford Motor Company remain unchanged following the
company's announcement that it will redeem $3 billion in trust
preferred securities for cash on March 15, 2011.

This transaction is consistent with Ford's stated objective of
deleveraging its balance sheet while maintaining sound liquidity.
The pending $3 billion redemption follows the $14.5 billion in
debt reductions achieved during 2010, and will result in pro forma
adjusted debt of $33 billion (reflecting Moody's standard
adjustments for operating leases and underfunded pension
liabilities).  Moody's estimates the annualized interest savings
of these debt repayments approximate $1.2 billion.

The $3 billion redemption would reduce Ford's 2010 year-end cash
position to $17.5 billion.  This cash position, when combined with
approximately $7 billion available under committed credit
facilities, will provide Ford with total liquidity of
approximately $25 billion.

Ford's major liquidity requirement is the approximately $7 billion
to $8 billion that Moody's estimate it will need to fund intra-
month working capital requirements.  Debt maturities are
relatively modest at approximately $2 billion during the coming
twelve months.  Following the redemption, Ford's liquidity sources
of $25 billion would exceed these requirements by approximately
$15 billion, a sizable margin.

Ford must also contend with the potentially sizable cash burn
and the resulting liquidity requirement that might arise in the
event of a prolonged strike in connection with the September
expiration of its UAW contract.  Ford's total liquidity sources
of $25 billion should provide ample coverage of all requirements -
- including those that might result from a strike.  Nevertheless,
the critical nature of the upcoming negotiations and the
uncertainty surrounding the resolution constrain the company's
Speculative Grade Liquidity rating at SGL-2.

The Ba2 CFR and positive outlook continue to reflect Moody's
expectation that Ford's credit metrics will improve during 2011,
and could support an upgrade during the next 12 to 18 months.  The
most significant challenge facing the company is the need to
negotiate a new UAW contract.  A successful resolution of the
contract negotiations and a preservation of Ford's sizable
liquidity position could support an upgrade of its long term and
Speculative Grade Liquidity ratings.

The last rating action for Ford was a change in outlook to
positive on January 28, 2011.


FORUM HEALTH: Debtor & Committee Have Competing Ch. 11 Plans
------------------------------------------------------------
Forum Health and its affiliated debtors filed on Friday a proposed
Chapter 11 plan of liquidation and an explanatory disclosure
statement.  The Debtor is facing a competing Chapter 11 plan from
the unsecured creditors committee, which filed a plan earlier this
month.

In August 2010, following a bankruptcy auction, a substantial
portion of Debtors' assets -- Forum's healthcare services network
consisting of three hospital campuses -- were sold to Youngstown
Ohio Hospital Company, LLC, an affiliate of CHS Community Health
Systems, Inc., for of $69,800,000.  The sale closed on October 1,
2010.  The proceeds of the sale of the Debtors' key assets were
paid to holders of prepetition secured bonds owed a total $194
million.

Certain assets were excluded from the sale, including but not
limited to cash, insurance proceeds, causes of action and amounts
due to a debtor from intercompany transactions.  The Debtors' Plan
generally provides for the liquidation of the Debtors' remaining
assets and distribution of proceeds to creditors in accordance
with the Bankruptcy Code.

Any remaining unpaid secured claims will be paid in full under the
Debtors' Plan.

According to the Disclosure Statement, the allowed claims of
general unsecured creditors will not be paid in full under the
Plan due to insufficient funds from liquidation of the Debtors'
assets.  Holders of unsecured creditor claims aggregating
$152,000,000 to $167,000,000 are expected to recover 4.88% to
5.36%.  Most of the Pension Benefit Guaranty Corp.'s $140,000,000
claim -- on account of unfunded contributions for a pension plan
for 7,132 former employees of Forum Health -- is treated as an
unsecured claim.

Holders of equity interests won't receive any distributions.

The Debtors have ceased operations as a healthcare provider and
the Debtors continue to wind down their affairs.

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

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

                         Committee Plan

Since November 2010, the Debtors engaged in negotiations with the
Official Committee of Unsecured Creditors regarding a joint
Chapter 11 plan.  During the course of those discussions, however,
the Committee raised an objection to the Debtors' proposal to (i)
exclude two affiliates -- Western Reserve Health Foundation and
Trumbull Memorial Hospital Foundation -- Foundations from a joint
plan and (ii) seek dismissal of the Foundations' cases.

The Committee rejected the Debtors' suggestion and, instead, filed
its own plan and disclosure statement.  The Committee Plan
estimates that unsecured creditors will recover 15% to 17% of
their claims.  A copy of the disclosure statement explaining the
Committee Plan is available for free at:

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

The objection deadline for the Creditors' Committee disclosure
statement is March 8, 2011, and the hearing is March 15, 2011.

As a result of the Committee's plan filing, the Debtors completed
its own Chapter 11 plan and filed it in time so that the Court can
address the two plans and the motions to dismiss together at the
hearing on March 15, 2011, or such other time as the Court deems
appropriate.

The Committee Plan contemplates substantive consolidation of the
all the Debtor entities.  The Debtors do not believe that
substantive consolidation as proposed in the Committee Plan is
appropriate.

The Debtors' attorneys may be contacted at:

     Shawn M. Riley, Esq.
     Sean D. Malloy, Esq.
     Matthew A. Salerno, Esq.
     Melissa S. Giberson, Esq.
     McDONALD HOPKINS LLC
     600 Superior Avenue, East, Suite 2100
     Cleveland, OH 44114-2653
     Telephone: (216) 348-5400
     Facsimile: (216) 348-5474
     E-mail: sriley@mcdonaldhopkins.com
             smalloy@mcdonaldhopkins.com
             msalerno@mcdonaldhopkins.com
             mgiberson@mcdonaldhopkins.com

                - and -

      Michael A. Gallo, Esq.
      NADLER NADLER & BURDMAN CO., L.P.A.
      20 West Federal Street, Suite 60
      Youngstown, OH 44503-1423
      Telephone: (330) 744-0247
      Facsimile: (330) 744-8690
      E-mail: gallo@nnblaw.com

                        About Forum Health

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  In its
petition, Forum Health estimated $100 million to $500 million in
assets and debts.

McDonald Hopkins LLC and Nadler, Nadler and Burdman Co., L.P.A.,
serve as the Debtors' chapter 11 co-counsel.  Huron Consulting
Services LLC is the Debtors' Chief Restructuring Officer and
Financial Support Personnel.  Houlihan Lokey Howard and Zukin
Capital, Inc. are the Debtors' investment bankers.  Ernst & Young
LLP is the Debtors' independent auditor.  Baker and Hostetler and
Thompson Hine LLP serve as special counsel.  Squire, Sanders &
Dempsey LLP serve as the bond counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Alston & Bird LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Grant Thornton LLP is the financial advisor
to the Creditors Committee.


FREESCALE SEMICONDUCTOR: To Raise Up to $1.15 Billion in IPO
------------------------------------------------------------
Michael J. de la Merced, writing for The New York Times' DealBook,
reports that Freescale Semiconductor filed to go public on Friday,
seeking to raise money to pay down its debt load.  According to
the report, Freescale said it intends to use proceeds from the
stock sale to repay debt.

According to the DealBook, the filing with the Securities and
Exchange Commission did not disclose a fundraising target, giving
only a $1.15 billion provisional goal as a way to calculate
registration fees.

The DealBook relates it isn't clear whether Freescale's private
equity owners, including the Blackstone Group, TPG Capital, the
Carlyle Group and Permira Advisers, will sell shares in the
offering.

The DealBook notes Freescale has labored under a significant debt
burden gained as part of its $17.6 billion takeover.

The report relates Citigroup and Deutsche Bank are leading the
offering, with Barclays Capital, Credit Suisse and JPMorgan Chase
also working as underwriters.

Freescale reported net sales for the fourth quarter of 2010 of
$1.18 billion, compared to $1.15 billion in the third quarter of
2010, and $951 million in the fourth quarter last year.  Net sales
for calendar year 2010 were $4.46 billion, compared to $3.51
billion in calendar year 2009.

Freescale reported a net loss of $102 million for the three months
ended December 31, 2010, from a net loss of $156 million for the
three months ended October 31, 2010, and a net loss of $114
million for the December 31, 2009 quarter.  Freescale posted a net
loss of $1.053 billion for the full year 2010 from net income of
$748 million for the entire 2009.

At December 31, 2010, Freescale had total assets of $4.269
billion; total current liabilities of $1.019 billion, long-term
debt of $7.582 billion, and other liabilities of $602 million; and
stockholders' deficit of $4.934 billion.

                   About Freescale Semiconductor

Austin-Texas based Freescale Semiconductor Holdings I, Ltd. --
http://www.freescale.com/-- is a global leader in the design and
manufacture of embedded semiconductors for the automotive,
consumer, industrial and networking markets.  The privately held
company has design, research and development, manufacturing or
sales operations around the world.

Freescale Semiconductor carries a 'CCC' issuer default rating from
Fitch Ratings.  Freescale carries a B-/Stable/-- corporate credit
rating from Standard & Poor's.


G-I HOLDINGS: Asbestos Property Damage Claim Was Time-Barred
------------------------------------------------------------
WestLaw reports that an asbestos-related property damage claim
filed by a housing authority in the Chapter 11 case of a
successor-in-interest to a manufacturer of housing products that
contained asbestos, to the extent that it constituted a tort-based
claim for the costs of removing asbestos products from its
buildings, was not a claim for any injury caused by the latent
effects of exposure to asbestos and was a claim for a condition of
which the housing authority was or should have been aware before
New York's "discovery" rule for toxic tort claims went into
effect.  Thus, the claim was subject to a three-year statute of
limitations which began to run immediately on installation of the
asbestos products in the housing authority's buildings.  Thus, the
housing authority's claim, to the extent sounding in tort, had to
be disallowed as unenforceable under New York law on limitations
grounds.  In re G-I Holdings, Inc., --- B.R. ----, 2010 WL 5690394
(Bankr. D. N.J.) (Gambardell!
a, J.).

The Honorable Rosemary Gambardella entered her order disallowing
the New York City Housing Authority's $500 million proof of claim
on Dec. 14, 2010.

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.  The Company filed for bankruptcy after already
spending $1.5 billion paying asbestos claims from the 1967
acquisition of Ruberoid Co.

G-I Holdings, Inc., fka GAF Corporation, filed a chapter 11
petition (Bankr. D. N.J. Case No. 01-30135) on Jan. 5, 2001, and
continued to operate its business as a debtor-in-possession
pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code.
ACI, Inc., a subsidiary of G-I Holdings, filed a voluntary chapter
11 petition (Bankr. D. N.J. Case No. 01-38790) on Aug. 3, 2001.
On Oct. 10, 2001, the Bankruptcy Court entered an Order directing
the joint administration of the G-I Holdings and ACI bankruptcy
cases.  Martin J. Bienenstock, Esq., Irena Goldstein, Esq., and
Timothy Q. Karcher, Esq., at Dewey & Leboeuf LLP, represent the
Debtors as counsel.  Dennis J. O'Grady, Esq., and Mark E. Hall,
Esq., at Riker, Danzig, Scherer, Hyland, represent the Debtors as
co-counsel.

An Official Committee of Unsecured Creditors was appointed on
Jan. 18, 2001, by the United States Trustee pursuant to Section
1102(a) of the Bankruptcy Code to represent those individuals who
allegedly suffered injuries related to asbestos exposure from
products manufactured by the predecessors of G-I Holdings.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  On Oct. 10, 2001, the Bankruptcy Court
appointed C. Judson Hamlin as the Legal Representative, a
fiduciary to represent the interests of persons who hold present
and future asbestos-related claims against G-I.  Keating, Muething
& Klekamp, P.L.L., is the principal counsel to the Legal
Representative of Present and Future Asbestos-Related Demands.

G-I Holdings is the successor-in-interest to GAF Corporation, an
entity named in approximately 500,000 asbestos-related lawsuits.
See G-I Holdings, Inc. v. Those Parties Listed On Exhibit A (In re
G-I Holdings, Inc.), 313 B.R. 612, 621 (Bankr. D. N.J. 2004).  The
Committee submitted that, as successor-in-interest to GAF, G-I
Holdings remained liable for approximately 150,000 asbestos-
related lawsuits filed, but unresolved, as of the Petition Date
and for unknown numbers of asbestos-related claims that would be
filed in the future.  Id.

In early 1994, GAF Building Materials Corporation, an indirect
subsidiary of GAF, formed a new corporation as a wholly-owned
subsidiary known as Building Materials Corporation of America
("BMCA").  Id.  Pursuant to that transaction, BMCA received
substantially all of the assets of GAF's roofing products business
and expressly assumed $204 million of asbestos-related liability,
with G-I indemnifying BMCA against any additional such liability.
Id.  BMCA, also an indirect subsidiary of G-I Holdings, is the
primary operating subsidiary and principal asset of G-I Holdings.
Id.

In early 2007, the Debtors, the Committee and the Legal
Representative commenced mediation under the auspices of former
United States District Judge Nicholas H. Politan in an effort to
resolve the asbestos-related lawsuits.  Subsequently, the Parties
outlined the principal terms of a global settlement and endeavored
to complete a final global settlement with comprehensive
documentation in the form of a proposed Chapter 11 plan and its
ancillary documents.  To preserve the status quo, the Parties
mutually agreed to request a stay of all litigation which would be
covered under the final global settlement from this Court and
other courts of competent jurisdiction.  Although lengthy and
initially unsuccessful, the negotiations continued until the
parties reached a settlement culminating in an agreement in early
August 2008.

On Aug. 21, 2008, the Parties filed the Joint Plan of
Reorganization of G-I Holdings Inc. and ACI Inc. Pursuant to
Chapter 11 of the Bankruptcy Code that implemented the Global
Settlement of all asbestos-related lawsuits naming G-I Holdings
and any other related entities as defendant(s).  The Joint Plan of
Reorganization provided for the creation of an asbestos trust
pursuant to Section 524(g) of the Bankruptcy Code, to which all
asbestos-related lawsuits against the Debtors now and in the
future would be channeled.  Pursuant to the Global Settlement, the
Asbestos Trust would assume the Debtors' liability for asbestos-
related lawsuits, in exchange for cash on the effective date of
the Joint Plan of Reorganization in an amount not to exceed $215
million, and a note in the amount of $560 million issued by the
reorganized Debtors and secured by a letter of credit.  See Doc.
8190, Joint Plan of Reorganization Sec. 4.4.


GENERAL MOTORS: Investigators Probe Funding of New Delphi Pensions
------------------------------------------------------------------
Federal auditors said they are looking at whether the U.S.
Government pressured General Motors Corp. to provide additional
funding for Delphi Corp.'s pension plan for hourly workers, Neil
Roland of Automotive News reported.

The information is disclosed in Neil Barofsky, the special
inspector general for the Troubled Asset Relief Program's
quarterly report filed with the U.S. Congress, Automotive News
stated.

The TARP's audit is focused on GM's decision after it filed for
bankruptcy to provide benefits for Delphi's hourly workers without
doing the same for salaried retirees.  The audit comes as U.S.
Representative Christopher Lee and other lawmakers wrote to the
U.S. Department of the Treasury regarding the unfair treatment of
Delphi salaried retirees who saw their pension benefits cut by as
much as 70%, Automotive News said.

Mr. Barofsky also stated in his report that he is looking into the
Treasury's role in GM's acquisition of GM Financial Company, Inc.,
formerly AmeriCredit, Automotive News mentioned.  GM Financial may
ultimately compete against Ally Financial Inc., another recipient
of federal bailout funds in 2008, according to the Congressional
Oversight Panel, Automotive News noted.  The panel headed by
former U.S. Senator Ted Kauffman noted that Ally might have more
trouble repaying taxpayers as a result of GM's acquisition of
AmeriCredit.  The panel said the Treasury declined to block GM's
purchase, Automotive News added.

Mr. Barofsky is also conducting an investigation on possible
illegal conduct made by GM and Chrysler in their dealer
reductions, but he did not indicate when his audits will be
completed, Automotive News relayed.

                         About Delphi Corp.

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

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

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

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

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

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

                     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: Treasury Could Exit From New GM Next Year
---------------------------------------------------------
The U.S. Department of the Treasury could sell its remaining stake
in General Motors Co. within next year, a U.S. Government official
disclosed, Sharon Terlep of The Wall Street Journal reported.

The official cited the sale of the Treasury's GM stake within the
next 12 months as "realistic," subject to GM's and the overall
financial markets' performance, Ms. Terlep relayed.  The Journal
commented that GM is eager to cut ties with the Government, whose
ownership on the automaker has limited its ability to pay
executives under the terms of the bailout.  GM Chief Executive
Daniel Akerson said this limitation has hurt the company's ability
to attract and retain executives, The Journal stated.

GM has asked the Government for more flexibility on how it pays
its executives, including the ability to pay more top managers a
larger amount of cash, a person familiar with the matter disclosed
to The Journal.  The person said the Obama administration has not
yet decided on GM's request.

                     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)


GREENBRIER COS: Keeley Discloses 8.9% Equity Stake
--------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 7, 2011, Keeley Asset Management
Corp. disclosed that it beneficially owns 2,216,650 shares of
common stock of The Greenbrier Companies, Inc. representing 8.9%
of the shares outstanding.  The number of shares of the Company's
common stock, without par value, outstanding on January 6, 2011
was 24,880,820 shares.   Keeley Small Cap Value Fund owns
1,937,500 shares or 7.8% equity stake while John L. Keeley, Jr.
owns 75,000 shares or 0.3% equity stake.

                       About Greenbrier Cos.

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

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

                         *     *     *

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

Greenbrier carries 'B-' issuer credit ratings from Standard &
Poor's Ratings Services.  S&P said in May 2010 that the ratings on
Greenbrier reflect the company's fair business risk profile
stemming from the cyclicality of the freight car manufacturing
industry; the dramatic decline in demand for new railcars as a
result of slower economic growth and weaker carloadings; and
limited customer diversity.  The Company, accordnig to S&P, also
has a highly leveraged financial risk profile, marked by increased
debt balances as a result of acquisitions completed in recent
years.


GREENSHIFT CORP: CEO Hopeful to Make Additional Progress in 2011
----------------------------------------------------------------
On February 7, 2011, Kevin Kreisler, chief executive officer of
GreenShift Corporation, sent a letter, saying that the Company
"has accomplished much during 2010," but the "the Company's market
value is suppressed well below where it should be."  This
situation, according to Mr. Kreisler, can only be corrected with
solid execution -- staying focused, earning business, increasing
sales, running a profitable company and reducing the Company's
debt until there is zero dilutive impact on the Company's
shareholders.

"Returning to positive cash flow allows us to dramatically reduce
stock issuances associated with working capital financing moving
forward," Mr. Kreisler said.  "We are confident that we can
improve upon the successes achieved last year on this front, and
we are currently evaluating additional opportunities to do so."

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

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

                   About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

Rosenberg Rich Baker Berman & Company 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 suffered losses from operations and has
a working capital deficiency as of December 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$16.97 million in total assets, $86.35 million in total
liabilities, and a stockholders' deficit of $69.38 million.
Stockholders' deficit was $66.53 million at June 30, 2010.


GUITAR CENTER: Bank Debt Trades at 2% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Guitar Center,
Inc., is a borrower traded in the secondary market at 97.63 cents-
on-the-dollar during the week ended Friday, February 11, 2011, an
increase of 1.46 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 350 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
October 9, 2014, and carries Moody's Caa1 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 176 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                        About Guitar Center

Guitar Center, Inc., headquartered in Westlake Village, Calif., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its websites.  It operates
three distinct musical retail business - Guitar Center (about 70%
of revenue), Music & Arts (about 7% of revenue), and Musician's
Friend (its direct response subsidiary with 24% of revenue).
Total revenue is about $2 billion.

Guitar Center carries 'Caa1' corporate family and probability of
default ratings from Moody's Investors Service.  In December 2009,
Moody's said, "The Caa1 Corporate Family Rating reflects Guitar
Center's very weak credit metrics, particularly its interest
coverage, as a result of its very high level of debt."


GUNNALLEN FINANCIAL: M.D. Fla. Rejects Non-Debtor Releases
----------------------------------------------------------
WestLaw reports that a proposed settlement between a liquidating
trustee appointed under a bankrupt security dealer's confirmed
Chapter 11 plan and the dealer's liability insurer, pursuant to
which the insurer agreed to pay the remaining policy proceeds into
the court for distribution to securities claimants and general
unsecured creditors, but only if a bar order were entered to
preclude securities claimants from pursuing claims against the
dealer's employees, as additional insureds under the policy, could
not be approved.  The bar order, which required securities
claimants to accept payments of roughly 22 cents on the dollar
from the insurance proceeds while giving up their right to sue
non-debtor parties who were contributing nothing to the
settlement, was not fair and equitable to the parties whose claims
would be enjoined.  In re Gunnallen Financial, Inc., --- B.R. ----
, 2011 WL 379778 (Bankr. M.D. Fla.) (Williamson, J.).

The Honorable Michael G. Williamson's Findings of Fact and
Conclusions of Law dated Feb. 4, 2011, are available at
http://is.gd/xZWiQ7from Leagle.com.

Tampa, Florida-based brokerage firm GunnAllen Financial, Inc.,
filed for Chapter 11 bankruptcy protection on April 26, 2010
(Bankr. M.D. Fla. Case No. 10-09635).  Becky Ferrell-Anton, Esq.,
and Harley E. Riedel, Esq., at Stichter Reidel Blain & Prosser PA,
assist the Company in its restructuring effort.  GunnAllen
estimated less than $50 million in assets and debts in its
petition.  The Company closed in March 2010 when it could not
raise enough capital to appease regulators.  On Oct. 18, 2010, the
Bankruptcy Court entered an order confirming, as modified, the
Debtor's liquidating plan.  The plan appointed Soneet Kapila as
Liquidating Agent to administer the Debtor's remaining assets,
including any of the Debtor's rights under insurance policies.


HAWKER BEECHCRAFT: Bank Debt Trades at 10% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
Acquisition Company, LLC, is a borrower traded in the secondary
market at 89.72 cents-on-the-dollar during the week ended Friday,
February 11, 2011, an increase of 0.88 percentage points from the
previous week according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on March 26, 2014, and carries Moody's Caa1 rating and
Standard & Poor's CCC+ rating.  The loan is one of the biggest
gainers and losers among 176 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.

Hawker Beechcraft Acquisition Company LLC reported net sales for
the three months ended September 30, 2010, of $594.7 million, a
decrease of $163.0 million compared to the third quarter of 2009.
During the three months ended September 30, 2010, the Company
recorded an operating loss of $81.4 million, compared to an
operating loss of $721.1 million during the comparable period in
2009.  The improved operating loss versus the prior period was
primarily due to charges of $581.5 million related to asset
impairments recorded during the three months ended September 27,
2009.

The Company's balance sheet at June 27, 2010, showed
$3.420 billion in total assets, $3.408 billion in total
liabilities, and stockholders' equity of $11.6 million.

Hawker Beechcraft reported a net loss of $56.8 million on $639.3
million of total sales for the three months ended June 27, 2010,
compared with net income of $172.2 million on $816.3 million of
sales for the three months ended June 28, 2009.

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service.


HARD ROCK HOTEL: NRFC Agrees to Forbear Until Feb. 28
-----------------------------------------------------
NRFC HRH Holdings LLC previously notified Hard Rock Hotel
Holdings, LLC's, subsidiaries, HRHH Gaming Junior Mezz, LLC and
HRHH JV Junior Mezz, LLC, that NRFC intended to auction to the
public the collateral pledged in connection with Hard Rock's
second mezzanine loan agreement.

On February 6, 2011, certain subsidiaries of the Company, the
Second Mezzanine Lender, Vegas HR Private Limited, Brookfield
Financial, LLC - Series B, the members of the Company and certain
other related parties entered into a Standstill and Forbearance
Agreement.

Pursuant to the Standstill and Forbearance Agreement, among other
things, until February 28, 2011, the Mortgage Lender, First
Mezzanine Lender and the Second Mezzanine Lender agreed not to
take any action or assert any right or remedy arising with respect
to any of the applicable loan documents against the Subsidiary
Borrowers or the collateral pledged under such loan documents.
The Mortgage Lender's agreement to standstill is subject to
certain conditions.

Additionally, pursuant to the Standstill and Forbearance
Agreement, the Second Mezzanine Lender agreed to withdraw the
Foreclosure Notice, and the parties agreed to jointly request that
the Supreme Court of the State of New York, New York County, stay
all action on the pending motions that had been filed by various
parties to enjoin such foreclosure proceedings.

The parties to the Standstill and Forbearance Agreement are
engaged in continuing discussions regarding resolution of the
Subsidiary Borrowers' obligations under the loan documents and
disposition of the related collateral.

                     The Hard Rock Hotel

In connection with Hard Rock Hotel Holdings LLC's acquisition of
the Hard Rock in 2007, certain subsidiaries of the joint venture
entered into a debt financing comprised of a senior mortgage loan
and three mezzanine loans, which provided for a $760.0 million
acquisition loan that was used to fund the acquisition, of which
$110.0 million was subsequently repaid according to the terms of
the loan, and a construction loan of up to $620.0 million, which
was fully drawn and remains outstanding as of September 30, 2010,
for the expansion project at the Hard Rock.

According to Morgans Hotel's Form 10-Q for the quarter ended Sept.
30, 2010, "Due to the downturn in the Las Vegas economy and Hard
Rock's high degree of leverage and seasonality, Hard Rock's
operating cash flows have not been sufficient to cover debt
service under the Hard Rock Credit Facility for the nine month
period ended September 30, 2010 and there were months when the
joint venture was forced to use funds from the reserves it had
established under the Hard Rock Credit Facility to meet its
liquidity needs."

"The joint venture anticipates that it will not be able to fully
fund both its operating expenses and its debt service on the Hard
Rock Credit Facility, solely from its revenues until the economic
conditions affecting Las Vegas have improved from their current
conditions.  The joint venture is reviewing its options to
identify the best possible resolution to its liquidity position,
including pursuing discussions with the joint venture's lenders."

NorthStar Realty Finance Corp., is a participant lender in the
Hard Rock Credit Facility.

                About Hard Rock Hotel Holdings

Hard Rock Hotel Holdings, LLC, is a joint venture formed in
January 2007 to acquire the Hard Rock Hotel & Casino in Las Vegas.
In February 2007, Hard Rock Hotel, funded one-third, or
approximately $57.5 million, by the Morgans Hotel, and two-thirds,
or approximately $115.0 million, by DLJ Merchant Banking Partners,
completed the acquisition of Hard Rock Hotel & Casino in Las
Vegas.

Hard Rock Hotel had assets of $1.29 billion, liabilities of
$1.43 billion and members' deficit of $143.3 million as of Sept.
30, 2010.

Net loss was $80.0 million on $179.3 million of net revenue for
nine months ended Sept. 30, 2010, compared with a net loss of
$70.1 million on $126.06 million of net revenue for nine months
ended Sept. 30, 2009.

                    About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company's balance sheet at Sept. 30, 2010, showed
$759.10 million in total assets, $801.22 million in total
liabilities, and a stockholders' deficit of $42.12 million.


HERCULES OFFSHORE: Debt Trades at 1.5% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Hercules Offshore
Inc. is a borrower traded in the secondary market at 98.52 cents-
on-the-dollar during the week ended Friday, February 11, 2011, an
increase of 0.98 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 650 basis points above
LIBOR to borrow under the facility.  The bank loan matures on July
11, 2013, and carries Moody's Caa1 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
176 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Troubled Company Reporter said on November 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.


HOMER CITY: Fitch Downgrades Ratings on $830 Mil. Bonds to 'BB'
---------------------------------------------------------------
Fitch Ratings has downgraded Homer City Funding, LLC's
$830 million senior pass-through bonds to 'BB' from 'BBB-'.  In
addition, Fitch has also placed the bonds on Rating Negative
Watch.

The downgrade to 'BB' from 'BBB-' reflects the concern of rising
coal costs as the main component of operating expenses for the
Homer City plant as coal contracts expire.  The project is exposed
to merchant risks as energy is sold directly into the PJM and
NYISO markets using coal purchased through short-term contracts
(1-3 years) or on the spot market.  Though the coal contracts
provide some protection from price fluctuations, NAPP coal prices
(directly related to the price of coal to Homer City) are not
expected to decrease in the mid to long term, indicating that the
higher price structure now for 2010-2012 may continue on an
ongoing basis, reducing margins and decreasing cash flow from the
project.  Favorably, Fitch also notes that the project has the
operational flexibility to utilize lower cost coal sources which
could help lower its cost structure.

Lower clearing prices in the merchant market have caused an
increase in merchant risk while energy demand has remained low due
to a sluggish economy.  Low gas prices are projected to continue
in the short- to mid-term indicating that gas-fired generation may
continue to be dispatched ahead of coal plants in certain markets
for some time.

Historical annual senior rent service coverage ratio has been
strong with coverage above 2.0 times through 2009 which can be
attributed to high-priced energy hedges.  With consideration to
the fact that these hedges are set to expire in 2010, a revised
Fitch Rating Case utilizes projected merchant energy, capacity and
coal prices based on a low gas price scenario.  The result is a
volatile SRCR that ranges from sub 1.0x to above 2.0x through the
term of the bonds.  This degree of potential deterioration in SRCR
supports a downgrade into the 'BB' category.  This scenario
represents what Fitch believes is a likely cost structure for the
project going forward given the recent performance of similar
merchant plants.  Negative pressure still exists on dark spreads
in the mid term.

On Feb. 10, 2011, the plant experienced an accidental steam
release rupture that injured some workers and forced the 620-MW
unit 1 out of service.  This outage is likely to cause a
significant loss in generation hours for 2011, further impacting
SRCR.  The Negative Watch reflects the uncertainty related to this
incident and will result in a review of the credit in six months
in order assess the impact and the possible role that business
interruption insurance may play in regard to the steam release.

EME Homer City Generation L.P. leases and operates a single
facility with three coal-fired electric generating units in
western Pennsylvania with an aggregate capacity of 1,884 MW.  HCG
is an indirect, wholly owned subsidiary of Edison Mission Energy
(IDR rated 'B', Outlook Negative by Fitch).  EME is a wholly owned
subsidiary of Mission Energy Holding Company and is an indirect
wholly owned subsidiary of Edison International.  In May 1999, EME
refinanced $830 million of acquisition debt secured by the
facility.  In 2001, General Electric Capital Corp. purchased the
facility for cash and assumed the rated debt as part of a sale-
leaseback transaction with HCG.  The debt was exchanged for the
pass-through bonds, which were assumed by a special purpose
vehicle, Homer City Funding LLC, indirectly owned by GECC.  HCF
bondholders rely solely on rent payments received from HCG.


HUNTINGTON INGALLS: Moody's Keeps 'Ba2' Corp. Family Rating
-----------------------------------------------------------
Moody's Investors Service said the ratings assigned to Huntington
Ingalls Industries, Inc. (Ba2 CFR, Baa3 senior secured bank
facility, Ba3 senior unsecured notes) are currently unaffected by
disclosure of a False Claims Act complaint against Northrop
Grumman Corporation's shipbuilding business, which is being spun
off to form Huntington Ingalls.  The development is potentially
negative, however the spin off has not yet occurred and the
company has not yet issued any debt securities.

Huntington Ingalls Industries, Inc., after it is spun off of
Northrop Grumman Corporation, will be an independent company.
Huntington Ingalls provides full service design, engineering,
construction, and lifecycle support of major surface ship programs
for the U.S. Navy.  Moody's estimate revenues in 2010 were
approximately $6.5 billion.


IA GLOBAL: RXR Cross Border Discloses 5.0% Equity Stake
-------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission on February 7, 2011, RXR Cross Border Investment Un
disclosed that it beneficially owns 559,192 shares of common stock
of IA Global, Inc. representing 5.00% of the shares outstanding.
As of November 19, 2010 there were issued and outstanding
7,621,029 shares of the Company's common stock.

                          About IA Global

San Francisco, Calif.-based IA Global, Inc. (OTCQB: IAGI.OB)
-- http://www.iaglobalinc.com/-- is a global services and
outsourcing company focused on growing existing businesses and
expansion through global mergers and acquisitions.  The Company is
utilizing its current partnerships to acquire growth businesses in
target sectors and markets at discounted prices.  The Company is
actively engaging in discussions with businesses that would
benefit from our business acumen and marketing expertise,
knowledge of Asian Markets, and technology infrastructure.

The Company's balance sheet at Sept. 30, 2010, showed
$4.65 million in total assets, $3.30 million in total current
liabilities, $2.79 million in long-term debt, and a stockholders'
deficit of $1.45 million.

As reported in the Troubled Company Reporter on July 20, 2010,
Sherb & Co., LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has incurred
significant operating losses, and has a working capital deficit as
of March 31, 2010.


IMAGEWARE SYSTEMS: Bruce Toll Discloses 27.39% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission on February 7, 2011, Bruce Toll disclosed that
he beneficially owns 8,394,295 shares of common stock of ImageWare
Systems, Inc., representing 27.39% of the shares outstanding.
The number of shares of Common Stock of the Company, with $0.01
par value, outstanding on May 19, 2010 was 23,238,777.

BET Funding LLC owns 6,400,000 shares or 20.88% equity stake while
BRU Holding Co., LLC owns 583,000 shares or 1.90% equity stake.

                      About ImageWare Systems

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

                          *     *     *

ImageWare Systems has not timely filed its financial reports with
the Securities and Exchange Commission.  The latest balance sheet,
which is as of June 30, 2009, showed total assets of $5,400,000,
total liabilities of $8,149,000, and a shareholders' deficit of
$2,749,000.

According to the Company's Form 10-Q, there is substantial doubt
about the Company's ability to continue as a going concern.  The
Company cited continuing losses, negative working capital and
negative cash flows from operations.


INDEPENDENCE TAX: Dec. 31 Balance Sheet Upside-Down by $5.1-Mil.
----------------------------------------------------------------
Independence Tax Credit Plus L.P. filed its quarterly report on
Form 10-Q, reporting net income of $15.6 million on $634 of total
revenues for the three months ended December 31, 2010, compared
with net income of $46,996 on $2,409 of total revenues for the
same period a year ago.

The Partnership's balance sheet at December 31, 2010, showed
$4.0 million in total assets, $9.1 million in total liabilities,
and a partners' deficit of $5.1 million.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://researcharchives.com/t/s?7323

                      About Independence Tax

Based in New York, Independence Tax Credit Plus L.P. is a limited
partnership which was formed under the laws of the State of
Delaware on November 7, 1990.  The general partner of the
partnership is Related Independence Associates L.P., a Delaware
limited partnership.  The general partner of the General Partner
is Related Independence Associates Inc., a Delaware corporation.
The ultimate parent of the General Partner is Centerline Holding
Company.

The partnership was formed to invest as a limited partner in other
partnerships that own apartment complexes that are eligible for
the low-income housing tax credit enacted in the Tax Reform Act of
1986, some of which may also be eligible for the historic
rehabilitation tax credit.  The partnership's investment in each
local partnership represents from 98% to 98.99% of the
partnership's interests in the local partnership.  The partnership
originally held ownership interests in twenty-eight local
partnerships.  The partnership does not intend to acquire
additional properties.

The Partnership is currently in the process of disposing of all of
its investments.  It is anticipated that the completion of this
process will take less than one year.

                          *     *     *

As reported in the Troubled Company Reporter on June 29, 2010,
Trien Rosenberg Weinberg Ciullo & Fazzari LLP, in New York, noted
that the Company's consolidated financial statements for the
fiscal year ended March 31, 2010, include the financial statements
of three subsidiary partnerships with significant uncertainties.
The financial statements of these subsidiary partnerships were
prepared assuming that they will continue as going concerns.
These three subsidiary partnerships' net losses aggregated
$10,504,227 (2009 Fiscal Year) and $551,341 (2008 Fiscal Year) and
their assets aggregated $6,189,416 and $23,400,218 at March 31,
2010, and 2009, respectively.


INDEPENDENCE TAX II: Dec. 31 Balance Sheet Upside-Down by $44.9MM
-----------------------------------------------------------------
Independence Tax Credit Plus L.P. II filed its quarterly report on
Form 10-Q, reporting a net loss of $691,597 on $1.9 million of
total revenues for the fiscal third quarter ended December 31,
2010, compared with a net loss of $816,575 on $2.0 million of
total revenues for the same period a year earlier.

Independence Tax II's balance sheet at December 31, 2010, showed
$32.9 million in total assets, $77.8 million in total liabilities,
and a partners' deficit of $44.9 million.

A full-text copy of the Partnership's Form 10-Q is available for
free at http://researcharchives.com/t/s?7324

            About Independence Tax Credit Plus L.P. II

Based in New York, Independence Tax Credit Plus L.P. II was
organized on Feb. 11, 1992, and commenced its public offering on
Jan. 19, 1993.  The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership.  The
general partner of Related Independence Associates L.P. is Related
Independence Associates Inc., a Delaware Corporation.  The
ultimate parent of Related Independence Associates L.P. is
Centerline Holding Company.

The Partnership's business is primarily to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership is in the process of developing a plan to dispose
of all of its investments.

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2011,
Trien Rosenberg Weinberg Ciullo & Fazzari LLP, in New York, noted
that the Partnership's consolidated financial statements for the
fiscal year ended March 31, 2010, include the financial statements
of two subsidiary partnerships with significant uncertainties.
The financial statements of these subsidiary partnerships were
prepared assuming that they will continue as going concerns.
These subsidiary partnership's net losses aggregated $466,043
(2009 Fiscal year) and $841,207 (2008 Fiscal year), and their
assets aggregated $464,755 and $4,748,430 at March 31, 2010, and
2009, respectively.


INDEPENDENCE TAX III: Dec. 31 Balance Sheet Upside-Down by $27.9MM
------------------------------------------------------------------
Independence Tax Credit Plus L.P. III filed its quarterly report
on Form 10-Q, reporting net income of $4.5 million on $1.5 million
of total revenues for the three months ended December 31, 2010,
compared with a net loss of $836,051 on $1.5 million of revenue
for the same period of 2009.

The Partnership's balance sheet at December 31, 2010, showed
$21.6 million in total assets, $49.5 million in total liabilities,
and a partners' deficit of $27.9 million.

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

               http://researcharchives.com/t/s?7327

                    About Independence Tax III

Independence Tax Credit Plus L.P. III is a limited partnership
which was formed under the laws of the State of Delaware on
December 23, 1993.  The Partnership invests in limited
partnerships that own apartment complexes.  Related Independence
Associates III L.P. serves as the general partner of Independence
Tax Credit Plus L.P. III.  The Partnership is based in New York
City.

The Partnership originally invested all of its net proceeds in
twenty Local Partnerships of which approximately $120,000 remains
to be paid to the Local Partnerships (including approximately
$115,000 being held in escrow).  The Partnership is in the process
of developing a plan to dispose of all of its investments.  It is
anticipated that the process will continue to take a number of
years.

                          *     *     *

As reported in the Troubled Company Reporter on June 29, 2010,
Trien Rosenberg Weinberg Ciullo & Fazzari LLP, in New York, noted
that the Partnership's consolidated financial statements for the
fiscal year ended March 31, 2010, include the financial statements
of two subsidiary partnerships with significant uncertainties.
The financial statements of these subsidiary partnerships were
prepared assuming that they will continue as going concerns.
These two subsidiary partnerships' net losses aggregated
$4,959,477 (2009 Fiscal Year) and their assets aggregated
$1,938,832 at March 31, 2010.


INDEPENDENCE TAX IV: Dec. 31 Balance Sheet Upside-Down by $14.1MM
-----------------------------------------------------------------
Independence Tax Credit Plus L.P. IV filed its quarterly report on
Form 10-Q, reporting a net loss of $319,682 on $1.2 million of
revenues for the three months ended December 31, 2010, compared
with a net loss of $552,563 on $1.1 million of revenues for the
same period of the prior fiscal year.

The Partnership's balance sheet at December 31, 2010, showed
$23.2 million in total assets, $37.3 million in total liabilities,
and a partners' deficit of $14.1 million.

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

               http://researcharchives.com/t/s?7338

                    About Independence Tax IV

Headquartered in New York, Independence Tax Credit Plus L.P. IV
Independence Tax Credit Plus L.P. IV is a limited partnership
which was formed under the laws of the State of Delaware on
February 22, 1995.  The general partner of the Partnership is
Related Independence L.L.C., a Delaware limited liability company.
Centerline Holding Company is the ultimate parent of Centerline
Affordable Housing Advisors LLC, the managing member of Related
Independence L.L.C.

The Partnership's initial business was to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.  The Partnership is currently
invested in twelve local partnerships.

The Partnership is currently in the process of developing a plan
to dispose of all its investments.  It is anticipated that this
process will continue to take a number of years.


INDYMAC BANCORP: SEC Charges Former Executives With Fraud
---------------------------------------------------------
The Securities and Exchange Commission on Friday charged three
former senior executives at IndyMac Bancorp with securities fraud
for misleading investors about the mortgage lender's deteriorating
financial condition.

The SEC alleges that former CEO Michael W. Perry and former CFOs
A. Scott Keys and S. Blair Abernathy participated in the filing of
false and misleading disclosures about the financial stability of
IndyMac and its main subsidiary, IndyMac Bank F.S.B. The three
executives regularly received internal reports about IndyMac's
deteriorating capital and liquidity positions in 2007 and 2008,
but failed to ensure adequate disclosure of that information to
investors as IndyMac sold millions of dollars in new stock.

IndyMac Bank was a federally-chartered thrift institution
regulated by the Office of Thrift Supervision (OTS) and
headquartered in Pasadena, Calif.  The OTS closed the bank on
July 11, 2008, and placed it under Federal Deposit Insurance
Corporation receivership.  IndyMac filed for bankruptcy protection
later that month.

"These corporate executives made false and misleading disclosures
about IndyMac at a time when the company's financial condition was
rapidly deteriorating. Truthful and accurate disclosure to
investors is particularly critical during a time of crisis, and
the federal securities laws do not become optional when the news
is negative," said Lorin L. Reisner, Deputy Director of the SEC's
Division of Enforcement.

According to the SEC's complaints filed in U.S. District Court for
the Central District of California, Perry and Keys defrauded new
and existing IndyMac shareholders by making false and misleading
statements about IndyMac's financial condition in its 2007 annual
report and in offering materials for the company's sale of $100
million in new stock to investors. In early February 2008, IndyMac
projected that it would return to profitability and continue to
pay preferred dividends in 2008 without having to raise new
capital. In late February 2008, Perry and Keys knew that contrary
to the rosy projections released just two weeks earlier, IndyMac
had begun raising new capital to protect IndyMac's capital and
liquidity positions. Specifically, Perry and Keys regularly
received information that IndyMac's financial condition was
rapidly deteriorating and authorized new stock sales as a result.
Yet they fraudulently failed to fully disclose IndyMac's
precarious financial condition in the 2007 annual report and the
offering documents for the new stock sales.

The SEC further alleges that Perry knew that rating downgrades in
April 2008 on bonds held by IndyMac Bank had exacerbated its
capital and liquidity positions to the extent that IndyMac had no
choice but to suspend future preferred dividend payments by no
later than May 2, 2008. This material information was not
disclosed in IndyMac's ongoing stock offerings. Perry also failed
to disclose in various SEC filings or a May 2008 earnings
conference call that IndyMac would not have been "well-
capitalized" at the end of its first quarter without departing
from its traditional method for risk-weighting subprime assets and
backdating an $18 million capital contribution.

According to the SEC's complaint, Abernathy replaced Keys as
IndyMac's CFO in April 2008. He similarly made false and
misleading statements in the offering documents used in selling
new IndyMac stock to investors despite regularly receiving
internal reports about IndyMac's deteriorating capital and
liquidity positions.

The SEC also alleges that in summer 2007 while serving as
IndyMac's executive vice president in charge of specialty lending,
Abernathy made false and misleading statements about the quality
of the loans in six IndyMac offerings of residential mortgage-
backed securities (RMBS) totaling $2.5 billion. Abernathy received
internal reports each month revealing that 12 to 18 percent of
IndyMac's loans contained misrepresentations regarding important
loan and borrower characteristics. However, the RMBS offering
documents stated that nothing had come to IndyMac's attention that
any loan included in the offering contained a misrepresentation.
The SEC alleges that Abernathy failed to ensure that the quality
of IndyMac's loans was accurately disclosed and failed to disclose
that information had come to IndyMac's attention about loans
containing misrepresentations.

Abernathy agreed to settle the SEC's charges without admitting or
denying the allegations. He consented to the entry of an order
that permanently restrains and enjoins him from violating Section
17(a)(2) and 17(a)(3) of the Securities Act and requires him to
pay a $100,000 penalty, $25,000 in disgorgement, and prejudgment
interest of $1,592.26. Abernathy also consented to the issuance of
an administrative order pursuant to Rule 102(e) of the SEC's Rules
of Practice, suspending him from appearing or practicing before
the SEC as an accountant. He has the right to apply for
reinstatement after two years.

The SEC's complaint charges Perry and Keys with knowingly
violating the antifraud provisions of Section 17(a) of the
Securities Act of 1933 and Section 10(b) of the Securities
Exchange Act of 1934 and Rule 10b-5 thereunder, and aiding and
abetting IndyMac's violations of its periodic reporting
requirements under Section 13(a) of the Exchange Act and Rules
12b-20 and 13a-1 thereunder. Perry also is charged with aiding and
abetting IndyMac's reporting violations under Exchange Act Rules
13a-11 and 13a-13. The SEC's complaint against Perry and Keys
seeks permanent injunctive relief, an officer and director bar,
disgorgement of ill-gotten gains with prejudgment interest, and a
financial penalty.

The SEC acknowledges the assistance of the FDIC in this
investigation.

A copy of the SEC's lawsuit against Mr. Abernathy is available
at http://is.gd/NYQz5e

Susan Beck, writing for The Am Law Litigation Daily, reports that
D. Jean Veta, Esq., a partner at Covington & Burling, who
represents former CEO Perry, called the SEC's complaint
"completely meritless."  She

According to Am Law, Ms. Veta said, "The complaint also makes no
sense.  At the same time that the SEC claims Mr. Perry
intentionally failed to disclose certain obscure details to
investors, Mr. Perry was investing millions of dollars of his own
money in IndyMac stock.  He believed in IndyMac and did not sell a
single share of IndyMac stock since 2005."

Ms. Veta may be reached at:

          D. Jean Veta, Esq.
          COVINGTON & BURLING LLP
          1201 Pennsylvania Avenue, NW
          Washington, DC 20004-2401
          Tel: 202-662-5294
          E-mail: jveta@cov.com

Am Law reports that Gregory Bruch, Esq., a Willkie Farr &
Gallagher partner who is representing former CFO Keys, said the
charges are "extremely weak."  He points out that his client's
alleged wrongdoing covers just an eight-week period from March to
April 2008.  "The SEC said there were rosy projections. They were
not rosy. They were fairly candid and dark." Mr. Bruch also adds
that his client didn't profit from the alleged misdeeds. "He was
paid a salary and got no bonus and didn't sell his options."

Mr. Bruch may be reached at:

          Gregory S. Bruch, Esq.
          WILLKIE FARR & GALLAGHER LLP
          1875 K Street, N.W.
          Washington, D.C. 20006-1238, U.S.A.
          Tel: 202-303-1205
          Fax: 202-303-2205
          E-mail: gbruch@willkie.com

The report says Mr. Abernathy is represented by:

          Robert Fairbank, Esq.
          FAIRBANK & VINCENT
          444 South Flower Street, Suite 3860
          Los Angeles, CA 90071
          Tel: (213) 891-9015
          Fax: (213) 891-9011
          E-mail: rfairbank@fairbankvincent.com

Mr. Fairbank declined to comment.

                          About Indymac

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- was the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.

All non-brokered insured deposit accounts and substantially all of
the assets of the bank were transferred to IndyMac Federal Bank,
F.S.B., Pasadena, CA, a newly chartered full-service FDIC-insured
institution.  On March 19, IndyMac Federal Bank was sold to
OneWest Bank, F.S.B., Pasadena, California. OneWest Bank, FSB is a
newly formed federal savings bank organized by IMB HoldCo LLC.

Indymac Bancorp filed for Chapter 7 bankruptcy protection on
July 31, 2008 (Bankr. C.D.Calif., Case No. 08-21752).
Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.  Indymac had about $32.01 billion in assets as of
July 11, 2008.  In court documents, IndyMac disclosed estimated
assets of $50 million to $100 million and estimated debts of $100
million to $500 million.


INTERDENT INC: S&P Withdraws 'CCC' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings, including the 'CCC' corporate credit rating, on
Inglewood, Calif.-based InterDent Inc. and InterDent Service
Corp.'s senior secured second-lien notes, that are guaranteed by
its parent InterDent Inc., at the company's request.


INTERNATIONAL RECTIFIER: Fitch Affirms 'BB' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed International Rectifier Corp.'s Issuer
Default Rating at 'BB'.  The company currently has no outstanding
public debt or bank credit facility.  The Rating Outlook is
Stable.

The rating and outlook continue to be supported by IR's:
i) technology leadership and resultant leading share in
certain power management markets; ii) addressable market
growth driven by secular trends of increased electronics
content and demand for energy efficiency that Fitch believes
will modestly reduce demand cyclicality; iii) meaningful
customer and geographic diversication, including a strong
presence in China and other faster growth regions; and
iv) cost reduction roadmap that should lower fixed costs and,
therefore, operating leverage.  Ratings concerns continue to
center on the company's: i) volatile historical free cash flow;
ii) small revenue base; iii) substantial structural investments in
research and development (R&D) and capital spending; and iv) sole
focus on the fragmented power management market, which includes
several participants with greater scale and financial flexibility.

Fitch believes positive rating actions could result over the
intermediate term from higher and more consistent annual free cash
flow, likely from continued solid organic revenue growth and
structurally lower investment requirements, which Fitch believes
could be achieved through increased outsourcing.

Negative rating actions result from:

  -- Lower than industry top-line growth rates, suggesting a
     weakening of the company's technology leadership position.

  -- Consistently negative free cash flow likely driven by
     sustained profitability erosion or meaningfully higher
     investment levels to counter competitive pressures.

Fitch expects robust revenue growth in excess of 25% for IR's
current fiscal year ending June 30, 2011 due to a sharper than
expected recovery in most of the company's end markets.  While
consumer and communications end markets are pressured, demand
within automotive, appliances, industrial, and aviation end
markets is anticipated to remain strong over at least the next few
quarters.  In conjunction with IR's cost reduction roadmap,
primarily lower headcount, Fitch expects revenues and
profitability metrics to remain near pre-recession peak levels
through at least the near term.  For the latest 12 months ended
Dec. 26, 2010, Fitch estimates operating profit margins slightly
exceeded 12% but should approach 14% for fiscal 2011 (June 30),
primarily driven by higher utilization rates and a richer sales
mix.  Given the company's size disadvantage compared to several
leading power management participants, Fitch believes IR's
investments in R&D and capital spending are essentially fixed and
should remain in excess of 20% of sales.  Over the longer term,
increased adoption of the company's next generation gallium
nitride technology platforms, eventual consolidation of certain
high-cost production facilities, and full implementation of an
enterprise resource planning system should position IR to more
consistently achieve target operating results.

Despite the current positive operating momentum, Fitch believes
fiscal 2011 free cash flow will be approximately $50 million, as
record funds from operations will be partially offset by higher
inventory investment and capital spending.  Given the company's
comparatively small revenue base, Fitch believes IR has limited
leverage with its foundry partners.  As a result, IR built excess
inventory of certain products during the fourth calendar quarter
of 2010 in anticipation of strong demand that could require
foundry partners to begin allocating tight supply during the
second half of calendar year 2011.  In conjunction with already
robust revenue growth, this drove meaningful cash usage for
inventory that should be reduced as the company ships orders over
the next few quarters.  Fitch also believes capital spending will
return to more normalized levels (approximately 12% of revenues)
after three consecutive years of maintenance level investment
(low- to mid-single digits).  Aside from installing next
generation production equipment and selectively adding capacity,
capital spending over the next couple of years will include
funding for the company's implementation of the aforementioned ERP
system.

As of Dec. 31, 2010, Fitch believes IR's liquidity was sufficient
and supported by nearly $600 million of cash, cash equivalents and
short-term investments.  IR has no revolving credit facility.
Fitch expects annual free cash flow to range from slightly
negative to modestly positive over the intermediate term, driven
by the company's small revenue base and relatively inflexible
investment requirements.  The company has no public debt and Fitch
has no expectations for near-term debt issuance.  Nonetheless,
Fitch believes IR can issue debt in line with historical amounts
of approximately $500 million-$750 million, equating to total
leverage (total debt to operating EBITDA) of 3 times-4x, without
negatively affecting the IDR or outlook.


INTELSAT SA: 2010 Capital Expenditures Total $932 Million
---------------------------------------------------------
On February 7, 2011, Intelsat S.A. announced actual capital
expenditures for the year ended December 31, 2010 and the annual
capital expenditure guidance for the three fiscal years beginning
January 1, 2011, and ending December 31, 2013.  The Company's
capital expenditures information and guidance includes capitalized
interest, but excludes capital expenditures associated with the
Intelsat New Dawn satellite expected to be launched by the
Company's New Dawn joint venture in 2011.

Capital expenditures for 2010 totaled $932 million.  The Company
expects its 2011 total capital expenditures to range from $725
million to $800 million, reflecting the fact that a portion of the
capital expenditures that was previously expected to be incurred
in 2011 was accelerated into 2010, and another portion also
previously expected to be incurred in 2011 is now expected to be
incurred in 2012.  Capital expenditures for fiscal 2012 are
expected to range from $575 million to $650 million, and in 2013
are expected to range from $175 million to $250 million.

The Company has eight satellites in development, including
Intelsat New Dawn, that are expected to be launched during the
Guidance Period.  In addition to these announced programs, the
Company expects to procure one additional replacement satellite
during the Guidance Period.  By the conclusion of the Guidance
Period, the Company expects its total station-kept transponder
count to increase modestly from current levels.

                          About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of December 31, 2009, and
ground facilities related to the satellite operations and control,
and teleport services.  It had $2.5 billion in revenue in 2009.

Intelsat S.A. had $17.56 billion in assets, $18.15 billion in
debts, noncontrolling interest of $1.90 million, and a
shareholders' deficit of $597.06 million as of Sept. 30, 2010.

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

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had $7.70 billion in
assets against $4.86 billion in debts as of Dec. 31, 2010.


INTERTAPE POLYMER: Rutabaga Capital Discloses 3.86% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 7, 2011, Rutabaga Capital
Management disclosed that it beneficially owns 2,275,210 shares of
common stock of Intertape Polymer Group Inc. representing 3.86% of
the shares outstanding.  As of December 31, 2008, there were
58,951,050 common shares outstanding.

                  About Intertape Polymer Group

Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,100 employees with operations in 17 locations, including 13
manufacturing facilities in North America and one in Europe.

The Company's balance sheet at June 30, 2010, showed
$552.1 million in total assets, $325.8 million in total
liabilities, and $226.2 million in stockholders' equity.

                          *     *     *

In August 2010, Moody's Investors Service revised the rating
outlook on Intertape Polymer Group Inc. to negative from stable
and affirmed the B2 Corporate Family Rating.  Moody's also
affirmed the SGL-3 speculative grade liquidity rating and
instrument ratings.  Moody's said the B2 Corporate Family Rating
reflects Intertape's narrow operating margins, lack of pricing
power, largely commoditized product line and reliance on cyclical
end markets, such as industrial, building and construction
segments.  Intertape is operating in a fragmented and highly
competitive industry.  The presence of large competitors with
significant financial resources restricts Intertape's ability to
recover raw material increases from customers and constrains the
rating.

In July 2010, Standard & Poor's Ratings Services revised its
outlook on Intertape Polymer Group to positive from negative and
affirmed its ratings, including its 'CCC+' corporate credit
rating, on the Company and its subsidiary IntertapePolymer U.S.
Inc.  "The outlook revision reflects some improvement in the
company's liquidity position and S&P's expectation that the
improvement to the financial profile will continue into the next
several quarters," said Standard & Poor's credit analyst Paul
Kurias.


IRVING TANNING: Tasman Closes Purchase After Residents' Nod
-----------------------------------------------------------
David Robinson, staff writer at the Morning Sentinel, reports that
the sale of Hartland's largest employer, Prime Tanning, cleared
its final hurdle when residents voted 196-15 to approve a deal
with Tasman Industries about operation and cost-sharing of the
community's wastewater treatment facility.

Approval of the deal resulted in the closing of Tasman's
$6.5 million, court-approved purchase of the leather-making
business, according to the report.

Tasman officials said Tasman is purchasing the equipment at the
facility, and leasing the real estate from former owners who have
gone through the bankruptcy process; but the state controls the
leasing arrangement because of its involvement in the bankruptcy.

                       About Irving Tanning

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

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


JAMES HOWARD WINSLOW: Court Denies Bid for Chapter 11 Trustee
-------------------------------------------------------------
Bankruptcy Judge J. Rich Leonard denied the Bankruptcy
Administrator's emergency motion to appoint a Chapter 11 trustee
in the bankruptcy cases of Tanglewood Farms, Inc., of Elizabeth
City, and James Howard Winslow and Billie Reid Winslow.

On November 5, 2010, Adams, Martin & Associates P.A. was appointed
to serve as examiner to investigate allegations of fraud,
dishonesty, incompetence, misconduct, mismanagement, and
irregularity in the management of the Debtors' affairs.  The
examiner's report was filed on December 5, 2010.

The examiner's report made several findings.  Mr. Winslow
acknowledged that he had sold grain that he did not own, and
informed the examiner that he opened a bank account in the name of
Belvidere Farmers Exchange.  Mr. Winslow explained that he ran
Tanglewood sales through the Belvidere account so that he could
access the proceeds from grain sales.  The examiner was unable to
obtain complete records on all the entities including Belvidere
and thus recommended further investigation.  However, the
implication of the report was that Mr. Winslow had diverted
Tanglewood grain proceeds away from Meherrin Agricultural and
Chemical Company, the lien creditor entitled to them.

Testimony at the hearing revealed that the grain storage facility
owned by Tanglewood stored Mr. Winslow's grain as well as that of
other farmers.  Tanglewood would sell the commingled grain.  The
proceeds of all grain sales would go into Tanglewood's account.
Historically, Tanglewood had kept the proceeds of the other
farmers until they requested them.  Mr. Winslow testified he would
use those proceeds to fund his operations or pay other farmers as
they demanded payment.

Tanglewood and Mr. Winslow typically had enough cash on hand to
repay the farmers' proceeds with interest until operations began
to suffer in 2008 after a severe drought.  In recent years,
Meherrin financed both entities' operations in exchange for a
first priority lien on their crops.  In the year preceding the
bankruptcy filings, all of the proceeds from Tanglewood's sales
were being paid by the purchasers to Meherrin, including the
proceeds collected from the sale of other farmers' grain.  The
debtors became unable to fund ongoing operations or pay the other
farmers their proceeds because of the turn over of all crop
proceeds to Meherrin, per their lien.

In an attempt to protect the farmers whose grain he sold and free
up operating capital, Mr. Winslow sold grain in the name of
Belvidere and deposited the proceeds into the Belvidere account.
Since filing chapter 11, the Belvidere account has been closed and
no similar activity has occurred.  Critically, there is no
evidence that grain in which Meherrin had a legitimate lien was
sold in this fashion.  In fact, Merherrin, the Debtors' largest
secured creditor, opposes the motion for appointment of a trustee.

The court appointed a chief restructuring officer, Doug Gurkins,
on August 30, 2010.  Under his guidance the farming operation has
been successful.

In his February 10, 2011 Order, Judge Leonard held that the
Bankruptcy Administrator has not overcome the high standard
associated with the appointment of a chapter 11 trustee.  The
appointment of a trustee in a Chapter 11 case is an extraordinary
remedy, and there is a strong presumption in favor of allowing the
Debtor to remain in possession.

Judge Leonard held that the proceeds of Meherrin's collateral were
never diverted.  Meherrin was continually paid from the sale of
Mr. Winslow's grain by Tanglewood.  Although the Belvidere account
was a ruse, the court does not perceive any actual harm caused any
creditor by it.  Thus it does not rise to the level of gross
mismanagement or fraud.

Under the current management, the farming operation of the debtors
was a success in 2010.  If a trustee were appointed and looked at
the projections, the court suspects that he or she would largely
ratify the decisions already made by the debtors and the Chief
Restructuring Officer.  Additionally, the broad powers given to
the Chief Restructuring Officer in the Winslow case insure that
current operations are in compliance with chapter 11.

Bankruptcy courts are generally reluctant to displace the
management and control of the debtors' business unless
extraordinary circumstances warrant it.  There is no justification
for disrupting the Debtors' business.  Appointment of a Chapter 11
trustee will only result in unnecessary expense and costs to the
detriment of the Debtors' remaining creditors.

The Court anticipates that the examiner's report will be
completed, and than any confirmed plan will authorize a plan
trustee to investigate and bring any appropriate avoidance
actions.

                    About Tanglewood Farms, and
               James Howard and Billie Reid Winslow

Based in Elizabeth City, North Carolina, Tanglewood Farms, Inc.
of Elizabeth City filed for Chapter 11 bankruptcy protection on
August 20, 2010 (Bankr. E.D.N.C. Case No.10-06719).  Trawick H.
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the
Debtor.  The Debtor estimated assets between $1 million and
$10 million, and debts between $10 million and $50 million.

James Howard Winslow and Billie Reid Winslow filed for Chapter 11
(Bankr. E.D.N.C. Case No. 10-06745) on August 23, 2010.


JAVO BEVERAGE: Plan Outline Hearing Set for March 16
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on March 16, 2011, at 10:00 a.m. (Eastern Time),
to consider adequacy of the Disclosure Statement explaining Javo
Beverage Company, Inc.'s Plan of Reorganization.  Objections, if
any, are due March 9, 2011, at 4:00 p.m.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Debtor will, as a
Reorganized Debtor, continue to operate its business, sell its
assets, and incur liabilities free of any restrictions.

The Plan provides for (i) the emergence of the Debtor from
Chapter 11 bankruptcy as a Reorganized Debtor and the re-vesting
of the Debtor's assets in the Reorganized Debtor free and clear of
any liens, encumbrances o other interests; (ii) the resolution of
all outstanding claims against and interests in the Debtor, and
(iii) the recapitalization of the Debtor's capital structure which
will provide the working capital the Debtor needs to continue to
serve it customers.

Under the Plan, in full satisfaction of the claims of certain
creditor classes, the new stock of Javo will be distributed as
follows:

  * Holders of DIP financing claims aggregating  $3.05 million
    will receive 27.9% of the new stock.

  * Holders of 5.84 million in senior notes will receive 53.3% of
    the stock of the reorganized Debtor.

  * Holders of $23.7 million in subordinated notes will receive
    18.8% of the new stock.

Based on the distributions, holders of secured claims, and general
unsecured claims and the senior notes are receiving 100 cents on
the dollar.  Holders of subordinated note claims are estimated to
recover 9.8% to 9.0%.

Holders of the existing preferred stock, common stock, and
warrants won't receive any distributions and their interests would
be cancelled.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/JavoBeverageDS.pdf

The Debtor is represented by:

     Debra A. Riley, Esq.
     Allen Matkins Leck Gamble, Esq.
     MALLORY & NATSIS LLP
     501 West Broadway, 15th Floor
     San Diego, CA 92101-3541
     Tel: (619) 233-1155
     Fax: (619) 233-1158

     Robert J. Dehney, Esq.
     Matthew B. Harvey, Esq.
     MORRIS, NICHOLS, ARSHT & TUNNELL LLP
     1201 North Market Street, 18th Floor
     P.O. Box 1347
     Wilmington, DE 19899-1347
     Tel: (302) 658-9200
     Fax: (302) 658-3989

                       About Javo Beverage

Vista, California-based Javo Beverage Company, Inc., aka La Jolla
Fresh Squeezed Coffee Co., Inc., manufactures coffee and tea-based
dispensed beverages, drink mixes and flavor systems.  It filed for
Chapter 11 bankruptcy protection on January 24, 2011 (Bankr. D.
Del. Case No. 11-10212).  Goodwin Procter, LLP, is the Debtor's
special counsel.  Valcor Consulting LLC is the Debtor's financial
advisor.  Kurtzman Carson Consultants LLC is the Debtor's claims
agent.  The Debtor disclosed $14,659,681 in total assets and
$26,705,755 in total debts as of the Petition Date.


JETBLUE AIRWAYS: Amends 2009 10-K for Trueblue Adjustments
----------------------------------------------------------
On February 7, 2011, JetBlue Airways Corporation filed an
amendment no. 1 on Form 10-K to the Annual Report for the year
ended December 31, 2009 originally filed with the Securities and
Exchange Commission on February 5, 2010.  The Amendment is being
filed to restate the Company's consolidated financial statements
and other financial information to properly account for the
expiration of points and awards in the Company's customer loyalty
program, TrueBlue.  Management determined certain financial
amounts reflected needed to be restated to reflect this
adjustment.

In connection with the Company's fourth quarter of 2010 analysis
of the winding down of the liability for TrueBlue points and
awards outstanding when the Company's original TrueBlue program
was replaced, management concluded in January 2011 that there was
an error in accounting for certain points and awards that had
expired prior to the launch of the Company's new program.  As a
result of this accounting error, revenue, net income, earnings per
share and retained earnings were all understated in previously
reported consolidated financial statements for the years ended
2007, 2008, and 2009.  The impact on the Company's consolidated
balance sheets was primarily an understatement to retained
earnings offset by an overstatement of air traffic liability.
There was no impact to previously reported total cash flows from
operations, investing or financing activities.

The Company's restated statement of operations for the year ended
December 31, 2009 reflects net income of $61 million on $2.93
billion of revenue, as compared with net income of $58 million on
$2.93 billion of revenue as originally disclosed.

The Company's restated balance sheet at December 31, 2009 showed
$6.55 billion in total assets, $5.00 billion in total liabilities
and $1.55 billion in stockholders' equity.  The Company's balance
sheet at December 31, 2009, as originally reported, showed $6.55
billion in total assets, $5.01 billion in total liabilities and
$1.54 billion in total stockholders' equity.

A full-text copy of the Restated Annual Report is available for
free at http://ResearchArchives.com/t/s?732c

                       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%.


JETBLUE AIRWAYS: Amends 2010 Q1 Report for TrueBlue Adjustment
--------------------------------------------------------------
JetBlue Airways Corporation filed an amendment no. 1 on Form 10-Q
to its Quarterly Report for the period ended March 31, 2010
originally filed with the Securities and Exchange Commission on
May 3, 2010.  The Amendment is being filed to restate the
Company's condensed consolidated financial statements and other
financial information to properly account for the expiration of
points and awards in the Company's customer loyalty program,
TrueBlue.  The management determined certain financial amounts
reflected to its originally filed Form 10-Q needed to be restated
to reflect this adjustment.

In connection with the Company's fourth quarter of 2010 analysis
of the winding down of the liability for TrueBlue points and
awards outstanding when the Company's original TrueBlue program
was replaced, management concluded in January 2011, that there was
an error in accounting for certain points and awards that had
previously expired.  As a result of this accounting error,
revenue, net income, earnings per share and retained earnings were
all understated in previously reported consolidated financial
statements for the years ended 2007, 2008, and 2009 as well as for
the three months ended March 31, 2010.  The impact on the
Company's consolidated balance sheets was primarily an
understatement to retained earnings offset by an overstatement of
air traffic liability.  There was no impact to previously reported
total cash flows from operations, investing or financing
activities.

The Company's restated statement of operations for the quarter
ended March 31, 2010 reflects a net loss of $1 million on $871
million of total operating revenue, compared with a net loss of $1
million on 870 million of total operating revenue as originally
reported.

The Company's restated balance sheet at March 31, 2010, showed
$6.50 billion in total assets, $4.96 billion in total liabilities
and $1.54 billion in total stockholders' equity.  The original
quarterly report showed $6.51 billion in total assets, $4.98
billion in total liabilities and $1.53 billion in total
stockholders' equity.

A full-text copy of the Restated Quarterly Report is available for
free at http://ResearchArchives.com/t/s?732b

                      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%.


JETBLUE AIRWAYS: Amends 2010 Q2 Report for TrueBlue Adjustment
--------------------------------------------------------------
On February 7, 2011, JetBlue Airways Corporation filed an
amendment no. 1 on Form 10-Q to the Quarterly Report for the
quarter ended June 30, 2010 originally filed with the Securities
and Exchange Commission on July 27, 2010.  The amendment is being
filed to restate the Company's condensed consolidated financial
statements and other financial information to properly account for
the expiration of points and awards in the Company's customer
loyalty program, TrueBlue.  Management determined certain
financial amounts reflected to its originally filed Form 10-Q
needed to be restated to reflect this adjustment.

In connection with the Company's fourth quarter of 2010 analysis
of the winding down of the liability for TrueBlue points and
awards outstanding when the Company's original TrueBlue program
was replaced, management concluded in January 2011, that there was
an error in accounting for certain points and awards that had
previously expired.  As a result of this accounting error,
revenue, net income, earnings per share and retained earnings were
all understated in previously reported consolidated financial
statements for the years ended 2007, 2008, and 2009 as well as for
the three and six months ended June 30, 2010.  The impact on the
Company's consolidated balance sheets was primarily an
understatement to retained earnings offset by an overstatement of
air traffic liability.  There was no impact to previously reported
total cash flows from operations, investing or financing
activities.

The restated statement of operations for the three months ended
June 30, 2010 reflects net income of $31 million on $940 million
of total operating revenue, compared with net income of $30
million on $939 million of total operating revenue as originally
reported.

The Company's restated balance sheet at June 30, 2010 showed $6.58
billion in total assets, $5.02 billion in total liabilities and
$1.56 billion in total stockholders' equity.  The original filing
showed $6.59 billion in total asserts, $5.03 billion in total
liabilities and $1.56 billion in total stockholders' equity.

A full-text copy of the Amended Quarterly Report is available for
free at http://ResearchArchives.com/t/s?732d

                       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%.


JETBLUE AIRWAYS: Amends 2010 Q3 Report for TrueBlue Adjustment
--------------------------------------------------------------
On February 7, 2011, JetBlue Airways Corporation filed amendment
no. 1 on Form 10-Q for the quarter ended September 30, 2010
originally filed with the Securities and Exchange Commission on
October 26, 2010.  The amendment is being filed to restate the
Company's condensed consolidated financial statements and other
financial information to properly account for the expiration of
points and awards in the Company's customer loyalty program,
TrueBlue.  Management determined certain financial amounts
reflected in its originally filed Form 10-Q needed to be restated
to reflect this adjustment.

In connection with the Company's fourth quarter of 2010 analysis
of the winding down of the liability for TrueBlue points and
awards outstanding when the Company's original TrueBlue program
was replaced, management concluded in January 2011, that there was
an error in accounting for certain points and awards that had
previously expired.  As a result of this accounting error,
revenue, net income, earnings per share and retained earnings were
all understated in previously reported consolidated financial
statements for the years ended 2007, 2008, and 2009 as well as for
the nine months ended September 30, 2010.  The impact on the
Company's consolidated balance sheets was primarily an
understatement to retained earnings offset by an overstatement of
air traffic liability.  There was no impact to previously reported
total cash flows from operations, investing or financing
activities.

The Company's restated statement of operations for the three
months ended September 30, 2010 reflects a net income of
$59 million on $1.03 billion of total operating revenue, same with
net income of $59 million on $1.03 billion of revenue as
originally reported.

The Company's restated balance sheet at Septmeber 30, 2010 showed
$6.61 billion in total assets, $4.98 billion in total liabilities
and $1.63 billion in total stockholders' equity.  As originally
reported, the Company's balance sheet at September 30, 2010 showed
$6.62 billion in total assets, $5.00 billion in total liabilities
and $1.62 billion in total stockholders' equity.

A full-text copy of the Amended Quarterly Report is available for
free at http://ResearchArchives.com/t/s?732e

                      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%.


J.F.S. INTERNATIONAL: Case Summary & Creditors List
---------------------------------------------------
Debtor: J.F.S. International, Inc.
          dba Kentucky Fried Chicken (KFC)
          aka MJ's Cafe
              MDS Investments
        1740 Hudson Bridge Road
        PMB 1206
        Stockbridge, GA 30281

Bankruptcy Case No.: 11-54205

Chapter 11 Petition Date: February 11, 2011

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

Debtor's Counsel: Rodney L. Eason, Esq.
                  THE EASON LAW FIRM
                  6150 Old National Highway, Suite 200
                  College Park, GA 30349-4367
                  Tel: (770) 909-7200
                  Fax: (770) 909-0644
                  E-mail: reason@easonlawfirm.com

Scheduled Assets: $2,955,556

Scheduled Debts: $3,907,301

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ganb11-54205.pdf

The petition was signed by Milton Sanders, president.


K-V PHARMA: Filing of 10-Q for Dec. 31 Quarter Delayed
------------------------------------------------------
In a regulatory filing Thursday, K-V Pharmaceutical Company
discloses that its quarterly report on Form 10-Q for the three
months ended December 31, 2010, could not be filed within the
prescribed time period due to the time required to complete the
audit of the Company's financial statements for the fiscal year
ended March 31, 2010, which was filed on December 27, 2010, and
the time required to complete the filing of its quarterly report
on Form 10-Q for the quarters ended June 30, 2010, and
September 30, 2010.

The Company expects to file the Form 10-Qs for the quarters ended
June 30, 2010, September 30, 2010, and December 31, 2010, by
March 31, 2011.

The Company anticipates that it likely will report net losses for
the quarters ended June 30, 2010, September 30, 2010, and
December 31, 2010.

                     About K-V Pharmaceutical

Bridgeton, Mo.-based K-V Pharmaceutical Company (NYSE: Kva/KVb)
-- http://www.kvpharmaceutical.com/-- is a fully-integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded
prescription pharmaceutical products.  The Company markets its
technology-distinguished products through Ther-Rx Corporation, its
branded drug subsidiary.

At March 31, 2010, the Company's balance sheet showed
$358.6 million in total assets, $497.7 million in total
liabilities, and a stockholders' deficit of $139.1 million.

                          *     *     *

As reported in the Troubled Company Reporter on January 3, 2011,
BDO USA, LLP, in Chicago, expressed substantial doubt about K-V
Pharmaceutical's ability to continue as a going concern, following
the Company's results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has suspended the
shipment of all but one of the products manufactured by the
Company and must comply with a consent decree with the Food and
Drug Administration before approved products can be reintroduced
to the market.


KNOLOGY INC: Proposed Refinancing Won't Affect Moody's 'B1' Rating
------------------------------------------------------------------
Moody's Investors Service said that Knology, Inc.'s proposed
refinancing (repricing and extension) of its senior secured bank
credit facilities does not affect the company's ratings, including
the company's B1 Corporate Family Rating, B2 Probability of
Default Rating, B1 senior secured bank debt ratings and SGL-2
Speculative Grade Liquidity Rating.  The rating outlook remains
stable.  The company is expected to realize modest reductions in
cash interest expense and related improvements in free cash flow
generation and overall liquidity by bringing the pricing on its
recent (October 2010) refinancing in line with current market
rates (and extending maturities of its term debt), albeit not by a
meaningful enough amount to impact ratings.

Moody's last rating action on Knology was on September 15, 2010,
when the company was assigned B1 ratings for its $770 million of
combined senior secured bank credit facilities that were being
arranged to refinance existing debt and partially finance the
planned and now completed $165 million acquisition of Sunflower
Broadband.

Headquartered in West Point, Georgia, Knology, Inc., is
principally an "overbuild" provider of video, high speed
data and voice services to approximately 232 thousand video
subscribers (plus an additional 32 thousand acquired from
Sunflower Broadband in early October 2010, per management)
located primarily in the Southeast and portions of the Midwest.
The company generated revenue of approximately $443 million
(plus an estimated $50 million related to the Sunflower Broadband
acquisition which will be included in Knology's reported financial
statements going forward) for the twelve month period ended
September 30, 2010.


KOALTY TIME: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Koalty Time, Inc.
          dba Koalaty Time Child Development Center
              Koalaty Time on 128th Street
              Koalaty Time on 8th Street
        2500 128th Street
        Urbandale, IA 50323

Bankruptcy Case No.: 11-00425

Chapter 11 Petition Date: February 11, 2011

Court: U.S. Bankruptcy Court
       Southern District of Iowa - Database (Des Moines)

Judge: Lee M. Jackwig

Debtor's Counsel: Jeffrey D. Goetz, Esq.
                  BRADSHAW, FOWLER, PROCTOR & FAIRGRAVE, PC
                  801 Grand Avenue, Suite 3700
                  Des Moines, IA 50309-8004
                  Tel: (515) 246-5817
                  Fax: (515) 246-5808
                  E-mail: bankruptcyefile@bradshawlaw.com

Scheduled Assets: $108,296

Scheduled Debts: $3,620,386

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/iasb11-00425.pdf

The petition was signed by Janice Castagnoli, president.


KOBRA PETROLEUM: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kobra Petroleum I, LLC
        3001 Lava Ridge Court, Suite 300
        Roseville, CA 95661

Bankruptcy Case No.: 11-23348

Chapter 11 Petition Date: February 10, 2011

Court: U.S. Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Matthew R. Eason, Esq.
                  EASON & TAMBORNINI
                  1819 K. Street, #200
                  Sacramento, CA 95811
                  Tel: (916) 438-1819

Scheduled Assets: $3,000,000

Scheduled Debts: $5,648,019

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/caeb11-23348.pdf

The petition was signed by Abolghassem Alizadeh, managing member.

Debtor-affiliates that previously filed Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Kobra Properties                      08-37271            11/25/08
Vernon Street Associates, LLC         08-37273            11/25/08
Kobra Psserve, LLC                    08-37272            11/25/08
Rocky Ridge Center, LLC               08-38105            12/09/08
Douglas Pointe, LLC                   09-32854            06/23/09
Sierra Valley Associates              09-40212            09/18/09
Central Valley Food Services, Inc.    09-40214            09/18/09
Kobra Associates, Inc.                09-40068            09/18/09
Food Service Management, Inc.         09-40066            09/18/09


KRATOS DEFENSE: Herley Deal Won't Affect Moody's 'B3' Rating
------------------------------------------------------------
Moody's Investors Service said Kratos Defense & Security
Solutions, Inc.'s B3 corporate family rating is unaffected by the
merger agreement and tender offer to acquire the stock of Herley
Industries, Inc.  Progress Kratos is making toward margin
improvement could eventually boost internal cash flow, reduce
dependence on debt for growth, and help lower leverage.

Kratos Defense & Solutions, Inc., headquartered in San Diego, CA,
operates in two sectors; Kratos Government Solutions (90% of 2009
revenues) and Public Safety and Security (10%).  Revenues in 2009
were approximately $335 million.


L. FITZGERALD LESTER: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: L. Fitzgerald Lester I II III & Associates LLC
        2404 Main Street
        Hartford, CT 06120

Bankruptcy Case No.: 11-20325

Chapter 11 Petition Date: February 11, 2011

Court: U.S. Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Brian D. Russell, Esq.
                  LAW OFFICE OF BRIAN D. RUSSELL
                  215 Washington Street
                  Hartford, CT 06106
                  Tel: (860) 246-8119
                  Fax: (860) 219-9584
                  E-mail: bruss74108@aol.com

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

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

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

The petition was signed by Lebert Fizgerald Lester, II, principal.


LAS VEGAS SANDS: Moody's Upgrades Corporate Family Rating to 'Ba3'
------------------------------------------------------------------
Moody's Investors Service upgraded Las Vegas Sands Corp's
Corporate Family and Probability of Default ratings to Ba3 from
B1.  All of the company's long-term debt ratings were also raised
to Ba3 from B1.  The company's Speculative Grade Liquidity rating
was also raised, to SGL-1 from SGL-2.  The ratings outlook is
stable.

Ratings upgraded and LGD assessments revised:

Las Vegas Sands Corp.:

* Corporate Family Rating to Ba3 from B1

* Probability of Default Rating to Ba3 from B1

* 6.375% senior notes due 2015 to Ba3 (LGD 4, 50%) from B1 (LGD 4,
  50%)

Venetian Casino Resort, LLC and Las Vegas Sands, LLC (as co-
issuer):

* Senior secured revolver expiring 5/2012 to Ba3 (LGD 4, 50%) from
  B1 (LGD 4, 50%)

* Senior secured revolver expiring 5/2014 to Ba3 (LGD 4, 50%) from
  B1 (LGD 4, 50%)

* Senior secured term loan B due 5/2014 to Ba3 (LGD 4, 50%) from
  B1 (LGD 4, 50%)

* Senior secured term loan B due 11/2016 to Ba3 (LGD 4, 50%) from
  B1 (LGD 4, 50%)

* Senior secured delayed draw term loan 1 due 5/2014 to Ba3 (LGD
  4, 50%) from B1 (LGD 4, 50%)

* Senior secured delayed draw term loan 1 due 11/2016 to Ba3 (LGD
  4, 50%) from B1 (LGD 4, 50%)

* Senior secured delayed draw term loan 2 due 5/2013 to Ba3 (LGD
  4, 50%) from B1 (LGD 4, 50%)

* Senior secured delayed draw term loan 2 due 11/2015 to Ba3 (LGD
  4, 50%) from B1 (LGD 4, 50%)

Venetian Macao Limited:

* Senior secured term loans to Ba3 (LGD 4, 50%) from B1 (LGD 4,
  50%)

* Senior secured revolver to Ba3 (LGD 4, 50%) from B1 (LGD 4, 50%)

                        Ratings Rationale

The upgrade of LVSC's Corporate Family Rating to Ba3 from B1
reflects Moody's view that LVSC has the ability and willingness to
reduce debt/EBITDA at or below 4 times by the end of fiscal 2011.
This is the leverage target established by Moody's that LVSC
needed to demonstrate it could achieve in order to achieve a Ba3
CFR.

"LVSC's very strong fourth quarter 2010 results combined with
Moody's expectation that these positive trends will continue, and
that the company will apply its free cash flow and significant
cash balances to further reduce absolute amounts of debt
outstanding, support the one-notch upgrade," stated Keith Foley,
Senior Vice President at Moody's.  Improved net revenue and EBITDA
performance from the US and Macau, along with the continued
successful ramp up of Marina Bay Sands in Singapore, led to a 60%
increase in consolidated net revenue and EBITDA more than doubling
for the quarter.

"LVSC's consolidated Debt/EBITDA -- about 5.3 times for the latest
12-month period ended December 31 2010 -- will likely reach 4.0
times in the very near future given Moody's expectation of further
revenue and earnings improvement in the U.S., Macau, and at Marina
Bay Sands, the company's casino and entertainment facility located
in Singapore that opened in April 2010," added Foley.  Marina Bay
Sands continues to exceed Moody's expectations and is on track to
generate over $1 billion of EBITDA in its first full year of
operations.

The upgrade of LVSC's Speculative Grade Liquidity rating to SGL-1
from SGL-2 reflects Moody's expectation of further EBITDA
improvement and absolute debt reduction during the next 12-18
months.  The SGL-1 also reflects LVSC's considerable consolidated
cash balance and revolver availability, and reflects Moody's view
that the company will remain well in compliance with all of its
subsidiary level financial covenants

The stable rating outlook is based on Moody's current expectation
that LVSC will generate between $2.6 billion and $2.8 billion of
consolidated EBITDA in fiscal 2011, and will apply its free cash
flow and significant cash balances to further and permanently
reduce absolute amounts of debt outstanding.  Moody's currently
estimates that LVSC will generate between $1 billion and $1.5
billion of free cash flow in fiscal 2011 and fiscal 2012 combined.
The stable rating outlook also considers that, while LVSC's
significant cash resources and improved earnings prospects raise
the possibility of a large cash dividend payment to existing
shareholders, the company will not make any material cash dividend
payments in the foreseeable future.  Additionally, the stable
outlook reflects Moody's view that LVSC will deliberately pace its
development activity in a manner that maintains its current credit
profile over the longer-term.

A ratings upgrade could occur if LVSC demonstrates the ability and
willingness to reduce and sustain debt/EBITDA at or below 3.5
times on a gross basis.  The company would also need to adhere to
a conservative long-term financial policy that is consistent with
a higher rating.  Ratings could be lowered if Moody's come to
believe that, for any reason, LVSC will not be able to achieve and
sustain consolidated debt/EBITDA at lower than 4.5 times.

Las Vegas Sands Corp. owns and operates hotel and casino
integrated resort facilities in Las Vegas, NV, Bethlehem, PA,
Macau, China and Singapore.  The company generates consolidated
annual net revenue of close to $7 billion.


LDK SOLAR: Offering RMB-Denominated US$-Settled Notes
-----------------------------------------------------
LDK Solar Co., Ltd., announced in a press release Thursday its
intention to offer, subject to market and other conditions,
RMB-denominated US$-settled senior notes pursuant to Regulation S
under the United States Securities Act of 1933, as amended.  The
Notes will be guaranteed by certain of LDK Solar's offshore
subsidiaries.  The interest rate, price and other terms are to be
determined by negotiations between LDK Solar and the underwriters
of the Notes.  LDK Solar intends to use the net proceeds of the
offering to repay certain of its existing indebtedness with
remaining maturities of up to one year.

The Company's press release is not an offer to sell or the
solicitation of an offer to buy any of the Company's securities.
Any offers of the above securities will be made only by means of a
private offering memorandum.

The Notes and the Subsidiary Guarantees have not been registered
under the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.  There will be no public offering of securities in
the United States.  The Company does not intend to register any of
the securities in the United States.

In connection with the proposed issue of senior notes, the Company
will provide certain institutional investors with recent corporate
information regarding its business and operations.

An extract of the recent information is available for free at:

               http://researcharchives.com/t/s?7334

             Has Significant Working Capital Deficit

As of September 30, 2010, the Company had a working capital
deficit of $1.275 billion and retained earnings of $112.8 million.
As of September 30, 2010, the Company had cash and cash
equivalents of $571.9 million, the majority of which are held by
the Company's subsidiaries in China.  In addition, the Company had
short-term borrowings and current installments of its long-term
borrowings totaling $1.207 billion as of September 30, 2010, most
of which were the obligations of its subsidiaries in China.

"We may be also required by the holders of our 4.75% convertible
senior notes due 2013, approximately $359.8 million of which are
outstanding as of the date of this extract, or the existing
convertible senior notes, to repurchase all or a portion of their
existing convertible senior notes on April 15, 2011, at a price
equal to 100% of the principal amount of the existing convertible
senior notes plus accrued and unpaid interest up to, but
excluding, the repurchase date," the Company said in the Company
extract.  "These factors initially raise substantial doubt as to
our ability to continue as a going concern."

The Company has formulated a plan to address its liquidity
problem.  "If we do not successfully execute this plan, we may not
be able to continue as a going concern."

                         About LDK Solar

LDK Solar Co., Ltd. (NYSE: LDK) -- http://www.ldksolar.com/-- is
a leading vertically integrated manufacturer of photovoltaic (PV)
products and a leading manufacturer of solar wafers in terms of
capacity.  LDK Solar manufactures polysilicon, mono and
multicrystalline ingots, wafers, modules and cells.  The Company
also engages in project development activities in selected
segments of the PV market.  LDK Solar's headquarters and
manufacturing facilities are located in Hi-Tech Industrial Park,
Xinyu City, Jiangxi Province in the People's Republic of China.
LDK Solar's office in the United States is located in Sunnyvale,
California.

The Company recorded net income of $147.2 million on net sales of
$1.588 billion during the nine-month period ended September 30,
2010, as compared to a net loss of $210.0 million on $793.4
million during the same period in 2009.

At September 30, 2010, the Company's unaudited consolidated
balance sheet showed $5.070 billion in total assets,
$3.996 billion in total liabilities, and stockholders' equity of
$1.074 billion.



LE-NATURE'S INC: Former CEO Accused of Selling Ill-Gotten Jewels
----------------------------------------------------------------
Bankruptcy Law360 reports that the embattled former CEO of
Le-Nature's Inc. has been accused of auctioning off $28 million in
gold and jewels purchased with money looted from his bankrupt
bottling company, which allegedly defrauded investors and lenders
of $806 million.

Gregory Podlucky, 50, was already awaiting trial on charges that
he used $800 million in loans to Le-Nature's to purchase the
extravagant goods when federal prosecutors filed new charges,
according to Law360.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a Chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.

In July 2008, the Chapter 11 plan of liquidation for Le-Nature's
took effect.


LEVEL GLOBAL: Insider Trading Probe Prompts Wind Down
-----------------------------------------------------
Azam Ahmed, writing for The New York Times' DealBook, reports that
Level Global, a hedge fund in New York that federal agents raided
in late November, said in a letter to investors on Friday that it
would begin winding down its roughly $4 billion firm and return
their money in the coming weeks.  The report notes Level Global
became the latest hedge fund to become a casualty of the
government's broad insider trading investigation has not been
accused of any wrongdoing -- showing how even an inquiry can spook
investors.

Level Global was co-founded by David Ganek, who with his wife, the
novelist Danielle Ganek, is a prominent figure in Manhattan social
circles.  Last year, a Goldman Sachs fund bought a stake in the
firm.

According to the report, Mr. Ganek told the investors that while
no charges had been brought against the firm or any employee, the
federal inquiry was central to his decision.

On Nov. 22, agents from the Federal Bureau of Investigation
searched the offices of Level Global, Diamondback Capital, Loch
Capital and Barai Capital.  Barai Capital's founder has been
charged with insider trading, but the other three firms have not
been accused of any wrongdoing.

Level Global's decision may reflect its structure, the NY Times'
DealBook relates, citing people familiar with the funds.  Sources
told the NY Times' DealBook that at Diamondback, which employs
more than 200 people, trading is largely decentralized, in that
the assets are spread across many managers who make independent
investment decisions.  That means top management doesn't
necessarily know the details of specific trades, potentially
insulating themselves from any problems.

By comparison, the sources explained, Mr. Ganek and Anthony
Chiasson, the other founder of Level Global, as well as other
senior executives, play a much more hands-on role in the
investment decisions, so they are much closer to the trading
activity.  As such, Level Global's top players are far more
vulnerable, the sources told the NY Times' DealBook.

However, the NY Times' DealBook notes Diamondback is not out of
the woods.  The DealBook notes a person with knowledge of
Diamondback said Friday that the firm had received $722 million --
or 12.3% of its total assets -- in redemption requests, a $200
million increase from requests at the start of the month.  The
firm, which manages about $5.5 billion, gave no indication that it
planned to wind down any funds.  Investors have until Feb. 15 to
submit redemption requests.  And 29% of the firm's money cannot be
withdrawn for several years.

By contrast, according to the DealBook, the letter from Level
noted that roughly 75% of the firm's capital would be available
for redemption by March 31 and the full 100% by June 30.  Though
the firm started with a three-year lockup period for investors, it
changed its policy in 2008 in response to the financial crisis,
allowing investors to withdraw money each quarter.


LIBBEY INC: BlackRock Holds 7.47% Equity Stake
----------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on February 7, 2011, BlackRock, Inc. disclosed that it
beneficially owns 1,470,561 shares of common stock of Libbey Inc.
representing 7.47% of the shares outstanding.  At October 29,
2010, the Company had 19,679,232 shares of common stock
outstanding.

                         About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

The Company's balance sheet at Sept. 30, 2010, showed
$814.78 million in total assets, $806.43 million in total
liabilities, and stockholders' equity of $8.35 million.  Libbey
had a stockholders' deficit of $11.6 million at June 30, 2010.

                          *     *     *

Libbey carries 'B' issuer credit ratings, with stable outlook,
from Standard & Poor's Ratings Services.

On October 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On February 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.


LIONCREST TOWERS: Files Plan; Wells Fargo to Be Paid Over 5 Years
-----------------------------------------------------------------
Lioncrest Towers, LLC, has filed with U.S. Bankruptcy Court for
the Northern District of Illinois a disclosure statement
explaining its Plan of Reorganization.

The Plan contemplates that the Debtor will retain all of its
assets and continue to operate its business generally in the same
manner it has been operating.  Payments to be made under the Plan
will be sourced from: (a) rental and other income generated by the
Property; (b) the recoveries, if any, from any cause of action;
and (c) the proceeds of the sale or refinancing of the Property.

Pursuant to the Plan terms, the Wells Fargo loan will be paid
monthly installments of interest at the non-default contract rate,
over five years, with the unpaid balance due and payable on the
fifth anniversary of the Effective Date of the Plan.  The balance
will be paid by either a refinancing or sale of the Debtor's
property.  In addition, on each anniversary of the Effective Date,
the Debtor will pay Wells Fargo $300,000 to be applied to the
principal balance.  The Debtor estimates that the indebtedness due
Wells Fargo at confirmation will be approximately $29,500,000.

Unsecured creditors will be paid in full, in installments over one
(1) year, with interest at 5% p.a.  The current equity holder of
the Debtor will not receive any distribution, but will retain his
ownership interests in the Reorganized Debtor.

A copy of the Disclosure Statement is available for free at:

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

                   About Lioncrest Towers, LLC

Lioncrest Towers, LLC, owns and operates a residential apartment
project in Richton Park, Illinois, known as Park Towers.  The
Property is comprised of 270 residential apartment units located
in 3 buildings spread over 7.813 acres, and includes a parking
garage structure.  The Property's current occupancy rate is over
91%.  The Debtor filed for Chapter 11 bankruptcy protection on
August 17, 2010 (Bankr. N.D. Ill. Case No. 10-36805).  Richard H.
Fimoff, Esq., at Robbins, Salomon & Patt Ltd., in Chicaco, assists
the Debtor in its restructuring effort.  A committee of unsecured
creditors has not been appointed in this case.  In its schedules,
the Debtor disclosed assets of $32,333,207 and liabilities of
$29,958,134 as of the petition date.


LODGENET INTERACTIVE: BlackRock Discloses 6.19% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 7, 2011, BlackRock, Inc. disclosed
that it beneficially owns 1,552,246 shares of common stock of
LodgeNet Interactive Corp. representing 6.19% of the shares
outstanding.  At November 2, 2010, there were 25,088,164 shares
outstanding of the Company's common stock, $0.01 par value.

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company's balance sheet at Sept. 30, 2010, showed
$454.88 million in total assets, $509.32 million in total
liabilities, and a stockholders' deficit of $54.44 million.

                         *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LONESOME PINE: Seeks Monetary Damages from Beuna Vista et al.
-------------------------------------------------------------
Robert Boczkiewicz at The Mountain Mail reports that the Meadows
at Buena Vista Inc. and Lonesome Pine Holdings, companies
proposing The Meadows subdivision in Buena Vista, Colorado, filed
a suit in the U.S. District Court in Denver against the Buena
Vista town and others for damages, alleging they suffered
financially because annexation of the subdivision was initially
defeated by voters.

According to the report, the Companies blamed the November 2008
election defeat of annexation on a newspaper column by former town
mayor Cara Russell.  According to the report, the lawsuit contends
annexation defeat at the polls pushed them "from a period of
robust economic activity" into a period of severe economic
downturn.  Company officials allege that the delay, until
annexation was approved in April 2010, caused a decrease in value
of the 274-acre subdivision.  They assert delay forced them to
refinance to obtain development money.

The Meadows and Lonesome Pine companies seek unspecified monetary
damages.  The two companies are suing also Russell and Arkansas
Valley Publishing Co., in addition to the town.

The Mountain Mail relates Magistrate Judge Kathleen Tafoya set May
2 to conduct a settlement conference, a confidential court
proceeding, to see if the town and the companies can agree on
terms to settle the lawsuit.

Buena Vista, according to The Mountain Mail, is counter-suing the
companies for $53,004 allegedly owed for consultant fees the town
incurred for review of development plans submitted by the
companies.  The town denies allegations by The Meadows and
Lonesome Pine that it breached a pre-annexation agreement with the
Companies.

                      About Lonesome Pine

Based in Buena Vista, Colorado, Lonesome Pine Holdings LLC filed
for Chapter 11 bankruptcy protection on Sept. 28, 2010 (Bankr. D.
Col. Case No. 10-34560).  Judge Howard R. Tallman presides the
case.  Lee M. Kutner, Esq., represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.


LSM HOTEL: Court Declines to Halt Toreador State Court Litigation
-----------------------------------------------------------------
Bankruptcy Judge Peter W. Bowie denied LSM Hotel LLC's request to
stay a state court litigation involving El Toreador Properties
Group, L.P.  Judge Bowie held that LSM Hotel has failed to
demonstrate either a reasonable possibility of reorganization, or
that it would suffer relative hardship, much less irreparable
injury sufficient to warrant issuance of an injunction to stay
state court proceedings involving non-debtor third parties.

LSM Hotel filed its petition under Chapter 11 on July 26, 2010, as
a "barebones" petition.  On August 26, 2010 Citizens Development
Corporation filed its own Chapter 11 petition.  Matthew DiNofia is
president of both entities.  On September 16, Citizens filed a
motion to substantively consolidate Citizens, LSM Hotel and other
affiliated entities.

On October 21, Citizens filed a motion to stay all non-bankruptcy
litigation against Mr. DiNofia for a limited time period, through
March 31, to permit Mr. DiNofia to focus on developing the
reorganization of the entities.  The motion listed a suit by
German American Credit Corporation, filed July 2, 2010, and a suit
filed by El Toreador Properties on April 22, 2010.  Both are
directly against Mr. DiNofia on various counts, including on
personal guarantees of the underlying obligations.  As of the date
of Citizens' motion, the Superior Court in the Toreador litigation
had entered a scheduling order setting deadlines: 1) first expert
exchange December 2, 2010; 2) second expert exchange December 22;
3) motion and discovery cutoff February 25, 2011; 4) deadline for
filing jury fees February 25; 5) trial readiness conference
March 4; and 6) trial March 25, 2011.

On November 18, the motion to extend the stay was denied on
procedural grounds, for the central reason that it should be
brought in the context of an adversary proceeding seeking relief
against a third party.  Then, on January 27, 2011, the Court
granted Citizens' motion for substantive consolidation after
multiple days of evidentiary hearing.

In December, LSM Hotel commenced LSM Hotel, LLC, v. Javier Serhan,
individually and in his capacity as Administrative Agent; El
Toreador Properties Group, L.P., Adv. Pro. No. 10-90625 (Bankr.
S.D. Calif.), asserting that the defendants' lien against the
hotel should be avoided because it was the result of a fraudulent
conveyance.  On January 13, 2011, LSM Hotel sought to stay the
Toreador state court proceedings against Mr. DiNofia, arguing that
(i) there was a risk of inconsistent verdicts between the state
court action on Mr. DiNofia's guarantee and a bankruptcy court
decision avoiding LSM's liability on the same obligation because
of the fraudulent conveyance claim; (ii) Mr. DiNofia might have a
right of indemnification against LSM Hotel if he was found liable
in the state court action; and (iii) allowing the state court
litigation to go forward against Mr. DiNofia would draw his time
and attention away from focusing on the reorganization of LSM
Hotel.

LSM Hotel LLC is not a party to the Superior Court proceedings.

A copy of the Court's February 9, 2011 order is available at
http://is.gd/jvk7u1from Leagle.com.

Based in Lake San Marcos, California, LSM Hotel, LLC, filed for
Chapter 11 bankruptcy (Bankr. S.D. Calif. Case No. 10-13024) on
July 26, 2010.  Christopher W. Olmsted, Esq., at Barker Olmsted &
Barnier, APLC in San Diego, serves as the Debtor's counsel.  In
its petition, the Debtor estimated under $1 million in assets and
between $10 million to to $50 million in debts.


MARGAUX ORO: Asks Court's Nod to Use Wells Fargo's Cash Collateral
------------------------------------------------------------------
Margaux Oro Partners, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission, on an interim basis, to
use Wells Fargo Bank, N.A.'s alleged cash collateral to fund
property maintenance costs, pay suppliers and other vendors, and
meet other ongoing business obligations.

Wells Fargo Bank, N.A., as successor in interest to Wachovia
Community Development Enterprises V, LLC, is owed approximately
$10,974,000 as of the Petition Date.

In addition to the equity in the property, the Debtor seeks
permission to grant Wells Fargo, as additional adequate
protection, replacement liens in all of the Debtor's post-petition
assets, but only to the extent of any diminution in value of Wells
Fargo's cash collateral position.

                        About Margaux Oro

Dallas, Texas-based Margaux Oro Partners, LLC, owns 83,400 square
foot Plaza Del Oro Shopping Center in Cockrell Hill, Dallas
County, Texas.  The Company filed for Chapter 11 bankruptcy
protection on January 11, 2011 (Bankr. N.D. Tex. Case No.
11-30337).  Vickie L. Driver, Esq., Alexandra P. Olenczuk, Esq.,
and Courtney J. Hull, Esq., at Coffin & Driver, PLLC, in Dallas,
serves as the Debtor's bankruptcy counsel.  No creditors'
committee has been appointed in this case.  In its schedules, the
Debtor disclosed $13,171,602 in assets and $10,934,144 in
liabilities as of the petition date.

Donald Lewis Silverman, the sole manager of the Debtor, filed a
voluntary petition for personal relief under Chapter 7 of the
Bankruptcy Code (Bankr. N.D. Tex. Case no. 10-31785).  Silverman
received his discharge on November 12, 2010.


MARKWEST ENERGY: Fitch Assigns 'BB' Rating to $300 Mil. Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to MarkWest Energy
Partners, L.P.'s pending $300 million issuance of senior unsecured
notes.  The 6.5%, 10 1/2-year notes would rank pari passu with
MarkWest's other senior unsecured debt and mature Aug. 15, 2021.
The Rating Outlook is Stable.

Proceeds from the issuance would be used to fund MarkWest's tender
offer for and redemption of its $275 million of 8.5% senior
unsecured notes due July 15, 2016.

The issuance is expected to close Feb. 24, 2011.

Due to the much lower interest rate on the 10 1/2-year notes, the
transaction would improve MarkWest's interest coverage ratios and
earnings on a pro forma basis.

MarkWest also recently announced a tender offer for up to
$125 million of its 8.75% senior unsecured notes due April 15,
2018, with the price determined by a modified 'Dutch Auction'.
Any amount accepted by bondholders under this tender offer could
result in an upsize of the 10 1/2-year notes issuance.

Fitch notes that the slight improvement these tender offers would
provide to MarkWest's credit quality is not sufficient to warrant
any positive rating action at this time.

Key rating factors include these concerns:

  -- A significant percentage of non-fee-based cash flows from
     keep-whole and percent-of-proceeds arrangements, although
     management has been able to reduce this amount;

  -- Sensitivity of fee-based revenues to the potential
     curtailment of drilling activities by natural gas producers,
     which could result in a decline in throughput volumes on
     MarkWest's systems;

  -- A proxy hedging strategy that is exposed to the periodic
     breakdown in the correlation between crude oil and natural
     gas liquids prices;

  -- Environmental concerns regarding hydraulic fracturing in the
     Marcellus Shale may affect producers that are customers of
     MarkWest.

These concerns are mitigated by these strengths:

  -- An increase in fee-based revenue sources and a layered
     hedging strategy, which have helped decrease cash flow
     volatility and provide greater cash flow predictability;

  -- Long-term contracts with key customers;

  -- The company's expanding geographic footprint and scale in its
     core regions, including leading positions in the Marcellus
     and Woodford Shale plays;

  -- A management team that has exercised fiscal prudence in its
     growth strategy, using a balanced mix of debt and equity to
     maintain a Fitch-adjusted debt to EBITDA ratio of around
     4.0x.

The ratings also incorporate MarkWest's growth strategy, which is
focused on the prolific natural gas play in the Marcellus Shale.
MarkWest's joint venture (the Liberty JV) with an affiliate of the
Energy & Minerals Group, a private equity fund focused on energy
investments, has given the company exposure to the significant
growth potential in the Marcellus Shale while maintaining its
financial flexibility.  While there are some risks to MarkWest's
growth strategy, the increasing scale and scope of the company's
midstream operations are expected to improve its business risk
profile and revenue diversity.

Liquidity is supported by MarkWest's $705 million, five-year
secured revolving credit facility, which matures July 1, 2015.
The facility includes an accordion feature that provides an
uncommitted additional amount of up to $195 million.  Fitch
considers the current revolver's size and the company's financial
flexibility to be adequate to meet MarkWest's liquidity needs.

Fitch currently rates MarkWest:

  -- Long-term Issuer Default Rating 'BB';
  -- Senior secured revolver 'BB+';
  -- Senior unsecured debt 'BB'.


MESA AIR: Court OKs Settlement of GE Electric Aircraft Claims
-------------------------------------------------------------
Judge Martin Glenn approved the settlement and agreement among
Mesa Air Group, Inc., and its debtor affiliates on the one hand,
and these parties on the other hand, each in their capacities as
Owner Participant or Owner Trustee, (i) General Electric Capital
Corporation, (ii) Aircraft Services Corp., (iii) Polaris Holding
Company, (iv) AFS Investments XLII LLC, (v) Wells Fargo Bank
Northwest, N.A., and (vi) Wells Fargo Bank, N.A.

           Prepetition Leases, Agreements, and Claims

Before the Petition Date, pursuant to certain aircraft leveraged
leases, Debtor Mesa Airlines, Inc., leased 23 Bombardier CRJ-200LR
aircraft and 12 Embraer ERJ-145LR aircraft, wherein a GE Capital
affiliate is or was the owner participant.  Mesa Air Group
guaranteed Mesa Airlines' obligations under the Leveraged Leases.

Before the Petition Date, pursuant to a single investor lease,
Mesa Airlines leased one CRJ-200, as to which Polaris Leasing
International is or was the owner participant.

In connection with the Leveraged Leases, the Debtors and the GE
Affiliates entered into certain tax indemnity agreements.
Pursuant to the terms of the Tax Indemnity Agreements, the
Debtors are potentially liable to the GE Affiliates for any loss
or unavailability of income tax benefits arising as a result of
the Debtors' acts or omissions -- TIA Claims.

The Debtors and the GE Affiliates are also parties to certain
participation agreements related to the Leveraged Leases.
Pursuant to the general indemnity provisions of the Participating
Agreements, the Debtors are potentially liable to the GE
Affiliates for any and all expenses, losses and liabilities
incurred by or asserted against the GE Affiliates relating to or
arising out of, or which would not have occurred but for the
transaction contemplated by the Participation Agreements --
General Indemnity Claims.

Pursuant to the Court's February 23, 2010 Order, the Debtors
rejected each of the Leveraged Leases and the Single Investor
Lease.

The affected parties filed certain proofs of claim in partially
liquidated amounts, which set forth the basis for claims against
each of Mesa Air Group and Mesa Airlines (i) for damages arising
from applicable Tax Indemnity Agreement and Participation
Agreement as a result of the Debtors' rejection of certain
separate Leveraged Leases; (ii) for damages arising from the
Debtors' rejection of the Single Investor Lease; or (iii) related
to certain Tax Indemnity Agreements and Participation Agreements
related to certain aircraft to be assumed by the Debtors pursuant
to their Second Amended Joint Plan of Reorganization, as well as
protective claims for rejection damages related to certain other
leveraged lease agreements.

    Claimant          Claim No.          Amount
    --------          ---------          ------
    GE Capital            694          $68,524,551
    GE Capital            695           93,233,913
    ASC                   696           26,340,101
    Polaris               697           22,946,710
    Wells Fargo           743           12,614,574
    AFS                   701         unliquidated
    Wells Fargo           744         unliquidated
    Wells Fargo Bank      745         unliquidated

                    Settlement and Agreement

After good-faith and arms-length negotiations, the parties have
reached a settlement resolving the issues that are or may be
raised with respect to the amounts of the Aircraft Claims.

The salient terms of the Settlement include:

  (a) Claim No. 694 will be deemed amended and reduced to
      $11,045,391, which consists of (1) TIA Claim of
      $10,947,803 and (2) General Indemnity Claim of $97,588.

      Claim No. 694 will be an Allowed Class 3(a) General
      Unsecured Claim against Mesa Air Group for $11,045,391
      and an Allowed Class 3(e) General Unsecured Claim against
      Mesa Airlines for $11,045,391.  Claim No. 694 will not be
      subject to any further objection by any party-in-interest.

  (b) Claim No. 695 will be deemed amended and reduced to
      $9,957,914, which consists of (1) TIA Claim of $9,860,326,
      and (2) General Indemnity Claim of $97,588.

      Claim No. 695 will be an Allowed Class 3(a) General
      Unsecured Claim against Mesa Air Group for $9,957,914 and
      an Allowed Class 3(e) General Unsecured Claim against Mesa
      Airlines for $9,957,914.  Claim No. 695 will not be
      subject to any further objection by any party-in-interest.

  (c) Claim No. 696 will be deemed amended and reduced to
      $3,128,365, which consists of (1) TIA Claim of $3,030,777
      and (2) General Indemnity Claim of $97,588.

      Claim No. 696 will be an Allowed Class 3(a) General
      Unsecured Claim against Mesa Air Group for $3,128,365 and
      an Allowed Class 3(e) General Unsecured Claim against Mesa
      Airlines for $3,128,365.  Claim No. 696 will not be
      subject to any further objection by any party-in-interest.

  (d) Claim No. 697 will be deemed amended and reduced to
      $3,915,762, which consists of (1) TIA Claim of $3,818,174
      and (2) General Indemnity Claim of $97,588.

      Claim No. 697 will be an Allowed Class 3(a) General
      Unsecured Claim against Mesa Air Group for $3,915,762 and
      an Allowed Class 3(e) General Unsecured Claim against Mesa
      Airlines for $3,915,762.  Claim No. 697 will not be
      subject to any further objection by any party-in-interest.

  (e) Claim No. 743 will be deemed amended and reduced to
      $12,614,574.

      Claim No. 743 will be an Allowed Class 3(a) General
      Unsecured Claim against Mesa Air Group for $12,614,574 and
      an Allowed Class 3(e) General Unsecured Claim against Mesa
      Airlines for $12,614,574.  Claim No. 743 will not be
      subject to any further objection by any party-in-interest.

  (f) Upon approval of this Settlement, Claim Nos. 701, 744 and
      745 will be deemed withdrawn with prejudice.

  (g) GE Capital, ASC, Polaris, and Wells Fargo, as applicable,
      agree to waive any defaults under the CRJ-700 Aircraft
      Leases and the CRJ-900 Aircraft Leases with respect to
      which AFS Investments XLIV LLC and AFS Investments XLII
      LLC are the owner participants, and Wells Fargo is the
      owner trustee arising as a result of the cross default
      provisions with respect to the Leveraged Leases and the
      Single Investor Lease.

      The Debtors will not be required to cure the defaults in
      connection with the assumption of the CRJ-700 Aircraft
      Leases under the Plan.

  (h) Notwithstanding Section 6.4.1 of the Plan, the Debtors
      will recognize any transfer of the Aircraft Claims made
      before the Effective Date, even if the transfer occurs
      after the Distribution Record Date.  The relevant GE
      Affiliate, Wells Fargo or Wells Fargo Bank, as applicable,
      will notify the Debtors of the proposed transferee of the
      Aircraft Claims, and any transfer of the Aircraft Claims
      is subject to the restrictions set forth in the Order
      Establishing Notification and Hearing Procedures for
      Trading in Claims and Equity Securities and Section 5.9 of
      the Plan.

  (i) Each party will be responsible for the respective costs
      and expenses it incurred.

                       About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Reaches Settlement With Fokker Services
-------------------------------------------------
Mesa Air Group notify the Bankruptcy Court of the proposed
settlement and agreement with Fokker Services, Inc., settling and
allowing Claim No. 739.

Mesa Airlines, Inc., and Fokker entered into a certain Aircraft
Parts Consignment Access and Component Maintenance Agreement,
dated November 2008, as amended and supplemented, regarding
inventory and repair services for Mesa Airlines' fleet of
Bombardier DHC8-200 aircraft.

Fokker filed a contingent, non-priority general unsecured proof
of claim, Claim No. 739, for $4,291,154 with respect to amounts
outstanding under the Parts and Services Agreement.

The salient terms of the settlement include:

  (a) Mesa Airlines agrees to assume, pursuant to Sections
      365(a) and 1123(b)(2) of the Bankruptcy Code, the Parts
      and Services Agreement, as modified by the terms set forth
      in a certain January 2011 Letter Agreement, in connection
      with the confirmation of the Debtors' Plan of
      Reorganization, and Fokker will consent to the assumption.
      The effectiveness of Mesa Airlines' assumption of the
      Parts and Services Agreement will be subject to the terms
      and conditions of the Plan and its Effective Date.

  (b) The prepetition amounts outstanding under the Parts and
      Services Agreement is $4,291,154.

      Mesa Airlines and Fokker agree to liquidate, cure, and
      allow Claim No. 739.  Mesa Airlines will cure the
      $4,291,154 claim by (1) paying Fokker $100,000 in cash
      -- Cure Claim; (2) providing Fokker with an allowed non-
      priority general unsecured claim of $4,191,154 against
      Mesa Airlines, which claim will be classified as Class
      3(e) under the Plan -- General Unsecured Claim; and
      (3) Mesa Airlines will convey to Fokker certain surplus
      inventory owned by Mesa Airlines having a book value of
      $500,000 -- Surplus Inventory.

      Fokker acknowledges and agrees that the consideration
      identified herein will cure any and all defaults under the
      Parts and Services Agreement and satisfy the requirements
      under Section 365(b)(1) of the Bankruptcy Code.  The
      agreed upon Cure Claim, General Unsecured Claim, the
      Surplus Inventory, and treatment therefore will be
      identified in the Plan Supplement.

  (c) Within 14 days after execution of the Settlement
      Agreement, Fokker will amend Claim No. 739 to reflect the
      terms of the General Unsecured Claim by reducing the
      amount to reflect $4,191,154.

  (d) Mesa Airlines' payment of the Cure Claim, General
      Unsecured Claim, and Surplus Inventory will be in full and
      final satisfaction of Claim No. 739 and the claim
      amendment.

The parties also agree that each is responsible for its own
attorney fees, costs, and expenses with respect to the Settlement
Agreement and the claims and defenses.

                       About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MESA AIR: Resolves Dispute With AAR Corp. on Cure Amounts
---------------------------------------------------------
The Bankruptcy Court has approved the stipulation between Mesa Air
Group and AAR Corp. resolving, among other things, certain cure
amounts and assumption obligations.

AAR timely filed proofs of claim, as amended or supplemented,
under Section 503(b)(9) of the Bankruptcy Code against the
Debtors.

On November 23, 2010, the Debtors filed their Second Amended
Joint Plan of Reorganization.  They filed the Plan Supplement to
their Second Amended Plan on December 28, 2010, which included a
list of executory contracts with AAR that may be assumed under
and pursuant to the Plan.

The Debtors and AAR have negotiated in good faith and at arms'
length concerning the (i) cure amounts and other assumption
obligations to be paid or incurred in connection with the
Debtors' assumption of certain executory contracts with AAR, as
amended; and (ii) the extent, validity, and priority of the AAR
Claims and rejection damages claims of AAR.

The salient terms of the stipulation include:

  (a) The Reorganized Debtors will assume nine contracts.

  (b) Five contracts will be rejected under and pursuant to the
      Plan and will be deemed terminated by agreement of the
      parties.  To the extent AAR is holding or is in possession
      of any property of the Debtors pursuant to or in
      connection with the Rejected Contracts, the property will
      be deemed abandoned to and owned by AAR.

      A schedule of the Assumed Contracts and the Rejected
      Contracts is available for free at:

      http://bankrupt.com/misc/Mesa_AARstipAssuRejCont012411.pdf

  (c) The Debtors will pay AAR $1,356,400, of which $300,400
      will be paid in cash to AAR on the Effective Date, with
      the balance to be paid in cash to AAR in 12 equal monthly
      installments of $88,000, payable on the first business day
      of each month commencing on August 1, 2011.

      Failure by the Reorganized Debtors to timely pay these
      amounts will constitute a breach of the Assumed Contracts.

  (d) AAR will be deemed to hold an allowed general unsecured
      claim represented by Claim No. 1414 against Mesa Airlines,
      Inc. on account of damages arising from the rejection of
      the Rejected Contracts in Class 3(e) of the Plan in the
      aggregate amount of $26,121,900.

      All other proofs of claim of AAR Services, Inc., Aircraft
      Component Services, AAR Parts Trading, Inc., and Allen
      Asset Management -- including Claim Nos. 1113, 1114, 1115,
      1116, 1117, 1118, 1119, 1120, and 1415 -- will be
      disallowed and expunged.

  (e) All accrued but unpaid amounts due to AAR by the Debtors
      or the Reorganized Debtors on account of goods delivered
      or services rendered by AAR after the Petition Date will
      be timely paid by the Reorganized Debtors in the ordinary
      course of business in accordance with the terms of the
      Assumed Contracts.

With respect to the matters addressed herein, the terms of this
stipulation and order supersede all prior oral and written
agreements and communications between the parties.

                       About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors.  Imperial Capital LLC is the investment banker.  Epiq
Bankruptcy Solutions is claims and notice agent.  Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.

Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011.  Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors.  Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants.  An agreement with US
Airways paved way for the filing of the plan.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).


MIRANT CORP: Dist. Ct. Says Ga. Law Applies to Commerzbank Suit
---------------------------------------------------------------
Under Texas law, WestLaw reports, Georgia law would be applied in
determining whether a Chapter 11 debtor's guaranty could be
avoided as a fraudulent transfer.  Although application of New
York's fraudulent transfer law would have resulted in greater ease
and simplicity, the injury flowing from the guaranty occurred in
Georgia, where the debtor had its principal place of business.
Similarly, the culpable conduct occurred at the company
headquarters in Georgia, not in New York where the loan documents
were drafted and the loan was closed.  More of the debtor's
creditors were located in Georgia than in New York.  The parties'
relationship was centered in Georgia, and they would have expected
that the law of Georgia would govern any fraudulent transfer
action.  Application of Georgia law also best served
predictability and foreseeability.  In sum, the quality of the
parties' contacts strongly favored Georgia law.  The fact that New
York law, by best protecting creditors, best embodied the purpose
behind fraudulent transfer law in bankruptcy cases was not
determinative.  MC Asset Recovery, LLC v. Commerzbank AG, --- B.R.
----, 2010 WL 5376177 (N.D. Tex.) (Means, J.).

Because Georgia law applies, the Honorable Terry R. Means says in
his Order dated Dec. 22 2010, MCAR cannot seek to avoid the pre-
petition transfers it sought to.

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for Chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E. Lauria,
Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on Jan. 3, 2006.
On March 7, 2007, the Court entered a final decree closing 46
Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included in the parent's bankruptcy exit plan.

In February 2007, Mirant NY-Gen filed its Chapter 11 Plan of
Reorganization and Disclosure Statement.  The Court confirmed an
amended version of the Plan on May 7, 2007.  Mirant NY-Gen emerged
from Chapter 11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan.  The
Court confirmed Mirant Lovett's Plan on Sept. 19, 2007.  Mirant
Lovett emerged from bankruptcy on Oct. 2, 2007.


MOMENTIVE PERFORMANCE: S&P Assigns 'B' Rating to $1 Bil. Loans
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue rating and '2' recovery rating to Momentive Performance
Materials Inc.'s approximately $1 billion first-lien senior
secured term loans, consisting of a U.S.-dollar term loan and a
euro term loan due 2015.  The '2' recovery rating indicates S&P's
expectations of substantial recovery (70%-90%) in the event of a
payment default.  The 'B' issue rating is one notch above the 'B-'
corporate credit rating on the company.  The outlook is stable.

S&P expects Momentive Performance Materials to use proceeds from
the term loans to pay down existing first-lien senior secured term
loans due 2013.

Albany, N.Y.-based Momentive Performance Materials is a large
producer of silicones (representing about 90% of sales) used in a
wide variety of applications, and of quartz (about 10% of sales)
used primarily in semiconductors.  Silicones are used in
construction, transportation, personal care, electronics, and
agriculture.  They are generally used as additives, providing or
enhancing attributes such as resistance (to heat, ultraviolet
light, or chemicals), lubrication, adhesion, or viscosity.

Since Oct. 1, 2010, when controlling shareholder Apollo Global
Management L.P. placed Momentive Performance Materials Inc. and
Momentive Specialty Chemicals Inc. (B-/Stable/--) under a single
holding company, Standard & Poor's Ratings Services assesses the
two companies' credit quality in a manner that recognizes their
shared parentage.

                           Ratings List

                Momentive Performance Materials Inc.

        Corporate Credit Rating               B-/Stable/--

                            New Rating

             Senior Secured (First Lien)           B
              Recovery Rating                      2


MONEY TREE: Posts $4.1 Million Net Loss in Dec. 25 Quarter
----------------------------------------------------------
The Money Tree Inc. filed its quarterly report on Form 10-Q,
reporting a net loss of $4.1 million on $1.1 of net revenues for
the three months ended December 25, 2010, compared with a net loss
of $3.7 million on $2.6 million of net revenues for the same
period in 2009.

At December 25, 2010, the Company's balance sheet showed
$40.5 million in total assets, $90.5 million in total liabilities,
and a stockholders' deficit of $50.0 million.

As reported in the Troubled Company Reporter on December 28, 2010,
Carr, Riggs & Ingram, LLC, in Tallahassee, Fla., expressed
substantial doubt about The Money Tree's ability to continue as a
going concern, following its results for the fiscal year ended
September 25, 2010.  The independent auditors noted that the
Company has incurred recurring losses from operations and negative
cash flows from operating activities and has a net shareholders'
deficit.

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

               http://researcharchives.com/t/s?7321

                       About The Money Tree

Based in Bainbridge, Ga., The Money Tree Inc.
-- http://themoneytreeinc.com/-- originates direct consumer loans
and sales finance contracts in 91 locations throughout Georgia,
Alabama, Louisiana and Florida.  The Company is also engaged in
sales of merchandise (principally furniture, appliances, and
electronics) at certain finance company locations, and operates
two used automobile dealerships in Georgia.


MONEYGRAM INT'L: BlackRock Discloses 5.76% Equity Stake
-------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on February 7, 2011, BlackRock, Inc. disclosed that it
beneficially owns 4,801,835 shares of common stock of MoneyGram
International Inc. representing 5.76% of the shares outstanding.
As of November 2, 2010, 83,370,522 shares of Common Stock, $0.01
par value, were outstanding.

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a leading global payment services
company.  The Company's major products and services include global
money transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet at December 31, 2010, showed
$5.12 billion in total assets, $5.06 billion in total liabilities,
$999.35 million in mezzanine equity and a $942.48 million
stockholders' deficit.

                         *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MORGANS HOTEL: Two Mezzanine Units Reach Forbearance Agreement
--------------------------------------------------------------
On Jan. 28, 2011, two subsidiaries of Hard Rock Hotel Holdings,
LLC, a joint venture through which they hold a minority interest
in the Hard Rock Hotel & Casino, received a notice of acceleration
from NRFC HRH Holdings, LLC, pursuant to the First Amended and
Restated Second Mezzanine Loan Agreement, dated as of December 24,
2009, between the Second Mezzanine Subsidiaries and the Second
Mezzanine Lender, declaring all unpaid principal and accrued
interest under the Second Mezzanine Loan Agreement immediately due
and payable.

The amount due and payable under the Second Mezzanine Loan
Agreement as of January 20, 2011 was approximately $96 million.

The Second Mezzanine Lender also notified the Second Mezzanine
Subsidiaries that it intended to auction to the public the
collateral pledged in connection with the Second Mezzanine Loan
Agreement, including all membership interests in certain
subsidiaries of the Hard Rock Joint Venture that indirectly own
the Hard Rock Hotel & Casino and other related assets.

The First Mezzanine Subsidiaries, the Second Mezzanine
Subsidiaries, certain other subsidiaries of the Hard Rock Joint
Venture, Vegas HR Private Limited, Brookfield Financial, LLC -
Series B, the Second Mezzanine Lender, Morgans Group LLC, certain
affiliates of DLJ Merchant Banking Partners, and certain other
related parties have entered into a Standstill and Forbearance
Agreement, dated as of February 6, 2011.  Pursuant to the
Standstill and Forbearance Agreement, among other things, until
February 28, 2011, the Mortgage Lender, First Mezzanine Lender and
the Second Mezzanine Lender agreed not to take any action or
assert any right or remedy arising with respect to any of the
applicable loan documents or the collateral pledged under such
loan documents, including remedies with respect to our Hard Rock
management agreement.  The Mortgage Lender's agreement to
standstill is subject to certain conditions. In addition, pursuant
to the Standstill and Forbearance Agreement, the Second Mezzanine
Lender agreed to withdraw its foreclosure notice, and the parties
agreed to jointly request a stay of all action on the pending
motions that had been filed by various parties to enjoin such
foreclosure proceedings.

The parties to the Standstill and Forbearance Agreement are
engaged in continuing discussions regarding the obligations of the
parties under the Hard Rock loan documents and disposition of the
related collateral and other related agreements.

                     Recusal of David Hamamoto

David Hamamoto, the Company's Chairman of the Board, is also
chairman of the board, president, chief executive officer and an
equity holder of NorthStar Realty Finance Corp., which is the
parent of the Second Mezzanine Lender.  In light of these
relationships, during the third quarter of 2010, the Company
implemented special governance procedures, pursuant to which Mr.
Hamamoto is recused from all board and management discussions and
all board determinations regarding the outstanding Hard Rock debt.
In accordance with those procedures, all Hard Rock debt related
matters were and are being considered by a committee of
independent directors of the Board of Directors.

                        The Hard Rock Hotel

In connection with Hard Rock Hotel Holdings LLC's acquisition of
the Hard Rock in 2007, certain subsidiaries of the joint venture
entered into a debt financing comprised of a senior mortgage loan
and three mezzanine loans, which provided for a $760.0 million
acquisition loan that was used to fund the acquisition, of which
$110.0 million was subsequently repaid according to the terms of
the loan, and a construction loan of up to $620.0 million, which
was fully drawn and remains outstanding as of September 30, 2010,
for the expansion project at the Hard Rock.

According to Morgans Hotel's Form 10-Q for the quarter ended Sept.
30, 2010, "Due to the downturn in the Las Vegas economy and Hard
Rock's high degree of leverage and seasonality, Hard Rock's
operating cash flows have not been sufficient to cover debt
service under the Hard Rock Credit Facility for the nine month
period ended September 30, 2010 and there were months when the
joint venture was forced to use funds from the reserves it had
established under the Hard Rock Credit Facility to meet its
liquidity needs."

"The joint venture anticipates that it will not be able to fully
fund both its operating expenses and its debt service on the Hard
Rock Credit Facility, solely from its revenues until the economic
conditions affecting Las Vegas have improved from their current
conditions.  The joint venture is reviewing its options to
identify the best possible resolution to its liquidity position,
including pursuing discussions with the joint venture's lenders."

NorthStar Realty Finance Corp., is a participant lender in the
Hard Rock Credit Facility.

                About Hard Rock Hotel Holdings

Hard Rock Hotel Holdings, LLC, is a joint venture formed in
January 2007 to acquire the Hard Rock Hotel & Casino in Las Vegas.
In February 2007, Hard Rock Hotel, funded one-third, or
approximately $57.5 million, by the Morgans Hotel, and two-thirds,
or approximately $115.0 million, by DLJ Merchant Banking Partners,
completed the acquisition of Hard Rock Hotel & Casino in Las
Vegas.

Hard Rock Hotel had assets of $1.29 billion, liabilities of
$1.43 billion and members' deficit of $143.3 million as of Sept.
30, 2010.

Net loss was $80.0 million on $179.3 million of net revenue for
nine months ended Sept. 30, 2010, compared with a net loss of
$70.1 million on $126.06 million of net revenue for nine months
ended Sept. 30, 2009.

                    About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company's balance sheet at Sept. 30, 2010, showed
$759.10 million in total assets, $801.22 million in total
liabilities, and a stockholders' deficit of $42.12 million.


MPG TRUST: BlackRock Discloses 6.56% Equity Stake
-------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission on February 7, 2011, BlackRock, Inc. disclosed that it
beneficially owns 3,154,839 shares of common stock of MPG Office
Trust Inc. representing 6.56% of the shares outstanding.  As of
November 5, 2010, there were 48,122,290 shares of the Company
outstanding.

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company's balance sheet at Sept. 30, 2010, showed
$3.26 billion in total assets, $4.16 billion in total liabilities,
and a stockholders' deficit of $897.21 million.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.


NAVISTAR INT'L: BlackRock Discloses 7.97% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 7, 2011, BlackRock, Inc.,
disclosed that it beneficially owns 5,860,857 shares of common
stock of Navistar International Corp representing 7.97% equity
stake.  As of November 30, 2010, the number of shares outstanding
of the Company's common stock was 71,853,614, net of treasury
shares.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Oct. 31, 2010, showed $9.73 billion
in total assets, $10.65 billion in total liabilities, and a
stockholders' deficit of $932.0 million.

Navistar has a BB-/Stable/-- corporate credit rating from Standard
& Poor's and a 'B1' Corporate Family Rating and Probability of
Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NORTEL NETWORKS: Ericsson Offers EU Remedies on $65MM Nortel Deal
-----------------------------------------------------------------
Bankruptcy Law360 reports that Telefonaktiebolaget LM Ericsson has
offered antitrust commitments to European Union regulators
reviewing its $65 million bid to buy Nortel Networks Corp.'s
multiservice switch business.

Law360 relates that the European Commission received proposed
remedies Thursday, according to the regulator's records, though
further details on the offer were not revealed.

                         About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
In March 2009, the U.S. Bankruptcy Court entered an order
approving the sale of the Layer 4-7 assets to Radware Ltd. as the
successful bidder at auction.  In July 2009, Nortel sold its CDMA
and LTE-related assets to Telefonaktiebolaget LM Ericsson (Publ).
In September 2009, the Court Nortel sold its Enterprise Solutions
business to Avaya Inc.  In October 2009, the Court approved the
sale of assets associated with Nortel's Next Generation Packet
Core network components to Hitachi, Ltd.  On December 2, 2009, the
Court approved the sale of assets associated with Nortel's
GSM/GSM-R business to Telefonaktiebolaget LM Ericsson (Publ) and
Kapsch Carriercom AG.  In December 2009, the Debtors sold their
Metro Ethernet Networks business to Ciena Corporation.  In March
2010, Nortel sold its Carrier Voice Over IP and Application
Solutions business to GENBAND Inc.  In September 2010, Nortel sold
its Multi-Service Switch business to Ericsson.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NPS PHARMACEUTICALS: BlackRock Discloses 7.46% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 7, 2011, BlackRock, Inc. disclosed
that it beneficially owns 4,993,136 shares of common stock of NPS
Pharmaceuticals Inc. representing 7.46% of the shares outstanding.
As of October 27, 2010 there were 66,928,427 shares of the
Company's common stock outstanding.

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS noted in its Form 10-K for the year ended Dec. 31, 2009, it
has not been profitable since its inception in 1986.  As of
December 31, 2009, it had an accumulated deficit of
$922.7 million.  "Currently, we are not a self-sustaining business
and certain economic, operational and strategic factors may
require us to secure additional funds."  The Company though
believes its existing capital resources at December 31, 2009,
along with the receipt of $38.4 million from the sale of its
REGPARA royalty stream, should be sufficient to fund its current
and planned operations through at least January 1, 2011.

The Company's balance sheet at Sept. 30, 2010, showed
$228.82 million in total assets, $378.65 million in total
liabilities, and a stockholders' deficit of $149.82 million.


OCTOBER TRUST: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The October Trust Dated September 5, 2000
        9595 Wilshire Boulevard, Suite 510
        Beverly Hills, CA 90210

Bankruptcy Case No.: 11-15974

Chapter 11 Petition Date: February 11, 2011

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

Debtor's Counsel: Catherine Christiansen, Esq.
                  CHRISTIANSEN LAW OFFICES
                  1077 Pacific Coast Highway, Suite 210
                  Seal Beach, CA 90740
                  Tel: (562) 608-8368
                  Fax: (562) 493-9478
                  E-mail: christiansenlaw@yahoo.com

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

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

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-15974.pdf

The petition was signed by Mark Anderson, trustee.


ONE SMART: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: One Smart Tool, Inc.
        dba OST Fluid Services
        P.O. Box 1106
        Tatum, TX 75691

Bankruptcy Case No.: 11-60129

Chapter 11 Petition Date: February 11, 2011

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

Debtor's Counsel: Jason R. Searcy, Esq.
                  SEARCY & SEARCY, P.C.
                  P.O. Box 3929
                  Longview, TX 75606
                  Tel: (903) 757-3399
                  E-mail: jrspc@jrsearcylaw.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/txeb11-60129.pdf

The petition was signed by Tony Cadwell, president/owner.


ORGANICA BIOTECH: Three Firms Under Chapter 11
----------------------------------------------
Organica Biotech Inc., Pathway Holdings LLC and Techno-Org LLC
separately filed for Chapter 11 reorganization.  The firms, all
based in Palmetto, Florida, reported combined liabilities of
nearly $10.3 million but only $1.2 million in assets, McClatchy
Co.'s Bradenton.com reports.

According to Bradenton.com, the three related biotech firms in
northern Manatee County have filed for bankruptcy reorganization,
their latest move in an ongoing legal battle.  The report relates
that the bankruptcy was filed in order to free Pathway from having
to pay debts incurred by Organica's prior owners.  In turn, the
former owners have won a nearly $700,000 court judgment against
Pathway for the unpaid portion of the acquisition.

One of the former owners also recently has asked a Pennsylvania
state court to order a review of the firms' books and appoint a
receiver, Bradenton adds.

Organica Biotech, Inc., filed for Chapter 11 protection on Jan.
25, 2011 (Bankr. M.D. Fla. Case No. 11-01164), estimating assets
of less than $50,000, and debts of $1,000,001 to $10,000,000.
Pathway Holdings, LLC (Bankr. M.D. Fla. Case No. 11-01162) and
Techno-Org, LLC (Case No. 11-01163) filed separate Chapter 11
petitions.

David S. Jennis, Esq., at Jennis & Bowen, P.L., in Tampa, Florida,
serves as counsel to the Debtors.


ORLEANS HOMEBUILDERS: Emerges From Ch 11 With $160MM in Financing
-----------------------------------------------------------------
Orleans Homebuilders, Inc., has completed its financial
reorganization and emerged from Chapter 11 protection as a newly
reorganized company.  Orleans emerged with $160 million in new
financing, including a $30 million revolving credit facility.

Orleans, which was publicly traded for many years, will now be
privately owned.  All of the old shares in the company have been
cancelled.  As part of the new corporate structure, a new board of
directors was appointed.  One of the new board's first actions is
expected to be the appointment of homebuilding veteran George E.
Casey, Jr. as chief executive officer.  Mr. Casey has served as a
special assistant to the Chief Restructuring Officer of the
company since November.

"I am proud to take the helm of this terrific company and look
forward to leading an energized team of professionals in the
creation of quality homes and outstanding neighborhoods for our
customers," Mr. Casey acknowledged.

Mr. Casey went on to say that, "there are many people to thank
when a company completes a reorganization.  The truth is that
Orleans would not be where it is today without our employees and
trade partners who have given their all through many challenging
days over the past year.   They continued to build the great homes
and neighborhoods that are our true passion and to satisfy our
customers despite the uncertain events surrounding the company."

                      About Orleans Homebuilders

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10684).  Cahill Gordon & Reindell
LLP is the Debtor's bankruptcy and restructuring counsel.  Curtis
S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, are the Debtor's Delaware and restructuring
counsel.  Blank Rome LLP is the Debtor's special corporate
counsel.  Garden City Group Inc. is the Debtor's claims and notice
agent.  Gerard S. Catalanello, Esq., and James J. Vincequerra,
Esq., at Duane Morris LLP, in New York; Lawrence J. Kotler, at
Duane Morris LLP, in Philadelphia, Pennsylvania; and Richard W.
Riley, Esq., and Sommer L. Ross, Esq., at Duane Morris LLP, in
Wilmington, Delaware, serve as counsel to the Official Committee
of Unsecured Creditors.

The Company estimated assets and debts at $100 million to
$500 million as of the Petition Date.


OTC HOLDINGS: Oriental Trading Emerges from Chapter 11
------------------------------------------------------
Oriental Trading Company, Inc., on February 14 announced the
completion of its reorganization efforts and successful exit from
bankruptcy.  The Company says emerged with a significantly
improved capital structure and strong liquidity, having reduced
its debt by nearly 70%.

Oriental Trading won confirmation of its reorganization plan on
Dec. 16, 2010.  OTC was able to confirm the plan following a
settlement between first- and second-lien lenders.  The plan gives
the new stock plus cash or a new $200 million second-lien note to
senior lenders owed $403 million.  Second lien lenders will
receive five-year warrants for 5% of the stock based on a $422
million enterprise value.  They will also receive five-year
warrants for 4.5% based on a $447 million enterprise value.
First-lien lenders are providing $1.1 million for unsecured
creditors with $6.8 million in claims.

"Today marks the beginning of a new era of growth for Oriental
Trading Company.  Our new capital structure provides us with a
sustainable, long-term financial foundation from which we will
drive the future growth of the business," said Sam Taylor, CEO of
Oriental Trading, in a Feb. 14 statement.  "Business performance
has stabilized over the last twelve months with revenues growing,
continued double-digit operating margins, and record-high customer
satisfaction."

Oriental Trading received court approval of its plan of
reorganization and secured exit financing in less than six months.
The swift emergence from bankruptcy reflects the company's
strength and ensured that the restructuring process did not
interfere with the smooth operation of the company's business - a
priority for the organization.  New ownership is comprised of a
group of investors that formerly held the company's senior debt.

"We appreciate the support of our customers, business partners,
and lenders during the past six months as we worked through the
restructuring process," Taylor said. "In particular we want to
thank our dedicated and talented employees who remained focused on
delivering the same exceptional customer service and quality
products that our customers have come to expect from Oriental
Trading Company."

                   About OTC Holdings Corporation

Omaha, Nebraska-based OTC Holdings Corporation filed for
Chapter 11 protection on August 25, 2010 (Bankr. D. Del. Case No.
10-12636).  Affiliates OTC Investors Corporation (Bankr. D. Del.
Case No. 10-12637), Oriental Trading Company, Inc. (Bankr. D. Del.
Case No. 10-12638), Fun Express, Inc. (Bankr. D. Del. Case No.
10-12639), and Oriental Trading Marketing, Inc. (Bankr. D. Del.
Case No. 10-12640), filed separate Chapter 11 petitions on
August 25, 2010.  The Debtors disclosed $463 million in assets and
$757 million in liabilities as of the Chapter 11 filing.

Richard Hahn, Esq., My Chi To, Esq., Jae-Sun Chung, Esq., Huyue
Angela Zhang, Esq., and Jessica Katz, Esq., at Debevoise &
Plimpton LLP, represent the Debtors.  Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, serve
as the Debtors' local counsel.  Jefferies & Company, Inc., is the
Debtors' financial advisor.  Protiviti, Inc., is the Debtors'
restructuring consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.

The Official Committee of Unsecured Creditors' counsel is Ashby &
Geddes, P.A.


PACIFIC CAPITAL: Moody's Upgrades Long-Term Issuer Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service upgraded the long-term ratings of
Pacific Capital Bancorp and Pacific Capital Bank, N.A.  The
holding company's long-term issuer rating was raised to B2 from C.
At the bank level, the unsupported financial strength rating was
changed to D- from E.  The bank's long-term deposit rating was
raised to Ba3 from Caa1, and long-term other senior obligations to
B1 from C.  The Not Prime short-term ratings of the bank were
affirmed.  The rating outlook is stable.  This concludes the
review for possible upgrade which was initiated on April 29, 2010.

The upgrade follows the completion of the recapitalization of
Pacific Capital by SB Acquisition Company LLC, a wholly-owned
subsidiary of Ford Financial Fund, L.P., and the company's
reporting of its first full quarter of results under the new
structure.

The upgrade reflects Pacific Capital's improved financial position
following the fair valuation of the balance sheet and the
injection of new capital.  This improved financial position
underpins Pacific Capital's leading deposit franchise in the Santa
Barbara area.  Continuing challenges for the company are its high
concentration in commercial real estate, which equals over 3.5
times its tangible common equity, and shifting the banking
franchise to a more diversified business model.  The ratings also
incorporate Moody's view that Pacific Capital is likely to be used
as a platform for above-average growth as it seeks to re-balance
its profile.  The bank's regulatory agreement requires it to
operate with capital cushions above "well capitalized" levels, and
this provides protection against a sharp rise in leverage.

On August 31, 2010, Pacific Capital Bancorp received a
$500 million equity investment from SB Acquisition Company.
Pacific Capital also completed several other related capital
initiatives.  As of December 31, 2010, Pacific Capital's Tier 1
RBC and Moody's TCE ratios were 16.1% and 13.9%, which are strong
levels.  In Moody's view, the capital position should provide
adequate protection in the event that economic conditions worsen
significantly.  This is reflected in the stable rating outlook.

The last rating action was on April 29, 2010, when Moody's placed
the long-term ratings on review for possible upgrade.

Pacific Capital Bancorp, which is headquartered in Santa Barbara,
CA, had total assets of $6.1 billion as of December 31, 2010.

Upgrades:

Issuer: Pacific Capital Bancorp

  -- Issuer Rating, Upgraded to B2 from C

Issuer: Pacific Capital Bank, N.A.

  -- Bank Financial Strength Rating, Upgraded to D- from E
  -- Issuer Rating, Upgraded to B1 from C
  -- OSO Senior Unsecured OSO Rating, Upgraded to B1 from C
  -- Senior Unsecured Deposit Rating, Upgraded to Ba3 from Caa1

Outlook Actions:

Issuer: Pacific Capital Bancorp

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Pacific Capital Bank, N.A.

  -- Outlook, Changed To Stable From Rating Under Review


PASTEURIZED EGGS: Inventor & Asset Buyer Debate Patent Claims
-------------------------------------------------------------
WestLaw reports that a bankruptcy court's order approving the sale
of a debtor's assets, including its intellectual property, did not
obligate the inventor to sue to establish his ownership of a
patent.  The order authorized the debtor to convey to a purchaser
all the legal and equitable rights it claimed.  However, the order
expressly preserved the inventor's "competing ownership claims."
The purchaser told the bankruptcy court that the debtor was not
attempting to sell the inventor's purported ownership interest.
National Pasteurized Eggs, LLC v. Davidson, --- F.Supp.2d ----,
2011 WL 128830, 2011 DNH 9 (D. N.H.) (LaPlante, J.).

A copy of the Honorable Joseph N. LaPlante's Memorandum Order
narrowing, but not resolving, the competing patent claims, is
available at http://is.gd/nBLs3bfrom Leagle.com.

Pasteurized Eggs Corporation sought chapter 11 protection (Bankr.
D. N.H. Case No. 02-13086) in 2002, and sold its assets to
National Pasteurized Eggs, LLC, in July 2003).  After the Sec. 363
sale, the United States Patent and Trademark Office awarded L.
John Davidson, the Debtor's founder, a patent on processes for
pasteurizing chicken eggs, principally U.S. Patent No. 6,692,784,
naming him the sole inventor.


PHYSICIAN ONCOLOGY: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned B2 corporate family rating to
Physician Oncology Services, LP.  Concurrently, Moody's assigned
B2 ratings to the company's $221 million proposed term loan and
$25 million revolving credit facility.  This is the first time
Moody's rates the company.  The rating outlook is stable.

The proposed $246 million credit facilities are used to acquire
Vantage Oncology, Inc., for a total purchase price of $260 million
which represents a multiple of 9.9 times for the last twelve month
9/30/2010 EBITDA.  Physician Oncology Services is owned by Oak
Hill Capital Partners.  In conjunction with the transaction,
Vantage and Oak Hill will roll over existing equity to the new
entity.  Most of the equity, $287 million, resides at the holding
company -- Vantage Oncology Holdings, LLC -- and is in the form of
preferred stock.  The combined company will operate under the
Vantage Oncology name.

These ratings were assigned (LGD point estimates are subject to
change and all ratings are subject to the execution of the
transaction as currently proposed and Moody's review of final
documentation):

  -- Corporate family rating, assigned B2;

  -- Probability of default rating, assigned B3;

  -- $25 million senior secured revolving credit facility, due
     2016, assigned B2 (LGD3, 32%);

  -- $221 million senior secured term loan, due 2017, assigned B2
     (LGD3, 32%).

                        Ratings Rationale

The B2 corporate family rating takes into consideration Vantage's
high debt leverage, reliance on Medicare and government funding,
acquisition oriented growth strategy, and small revenue base.
Moody's currently anticipate the company's adjusted debt leverage
to be above 4 times in 2011 and when including the preferred stock
adjustment, debt leverage is 6 times.  Given the company's
acquisition oriented growth strategy, Moody's do not currently
anticipate the debt leverage to decline significantly as Moody's
project most of the cash flow to be used for acquisitions and/or
de novo developments.  In addition, Vantage derives a significant
portion of its revenues from Medicare and even though the 2011
reimbursement rates for radiation oncology were overall favorable,
future reimbursement environment is unpredictable.  The B2 rating
is also constrained by the company's pro forma small revenue size
of approximately $162 million.  The median revenues for the B2
ratings category are over $800 million.

The B2 rating is supported by the company's good liquidity profile
as Moody's expect Vantage to have good cash flow from operations
over the next few years.  Additionally, Vantage's adjusted cash
interest coverage, as measured by EBITDA-CAPEX/Interest expense,
is anticipated to remain in excess of 2.5 times over the next two
years.  Further, the acquisition will widen the company's
geographic reach, as well as diversify payor and modality mix.
Because the combined company is double the size of the two
individual entities, Moody's expect the new company to have
greater negotiating leverage with third party payors and suppliers
as well as attract more physicians.  Furthermore, the acquisition
should allow the combined entity to reduce fixed costs and gain
operating efficiencies.

The stable rating outlook reflects the company's good liquidity
position as well as expected near-term stability in reimbursement
rates.

The rating outlook could be changed to negative or ratings
downgraded if the company's liquidity profile weakens.  The
ratings could be downgraded if the company experiences meaningful
reduction in visits such that its EBITDA contracts and adjusted
debt leverage excluding preferred stock adjustment increases to
above 5.5 times on a sustained basis.  The ratings could also be
downgraded if the company's cash flow generation turns negative on
a sustained basis.

The ratings could be upgraded if the company is able to exhibit
sustained improvement in its cost reduction efforts while
increasing its revenue base meaningfully and its adjusted debt to
EBITDA excluding preferred stock adjustment declines to below 3.5
times on a sustained basis.  The ratings upgrade would also
require for the reimbursement environment's outlook to remain
stable.

Physician Oncology Services, LP/Vantage Oncology is a provider
of radiation therapy and related oncology services to cancer
patients.  The company is owned by Oak Hill Capital Partners.
Pro forma revenues for the LTM period ended 9/30/2010 were
$162 million.


PLAYBOY ENTERPRISES: Moody's Assigns 'B2' Rating to $195 Mil. Loan
------------------------------------------------------------------
Moody's Investors Service assigned Playboy Enterprises, Inc., a B2
Corporate Family Rating, B2 (LGD-3, 32%) ratings to Playboy's
$195 million of senior secured credit facilities, and a B3
Probability of Default Rating in connection with the proposed
buyout by private equity firm Rizvi Traverse and management.  The
buyout will be funded with $195 million of senior secured credit
facilities (consisting of a $185 million Term Loan B due 2017 and
a $10 million Revolver due 2016) plus $185 million in equity
contributions from Rizvi Traverse and management, including Hugh
M. Hefner.  The outlook is stable.

A summary of the rating actions:

Issuer: Playboy Enterprises, Inc.

  -- Corporate Family Rating, Assigned B2

  -- Probability of Default Rating, Assigned B3

  -- New $10 million Senior Secured Revolver due 2016, Assigned B2
     (LGD-3, 32%)

  -- New $185 million Senior Secured Term Loan B due 2017,
     Assigned B2 (LGD-3, 32%)

  -- Outlook, Assigned Stable

                        Ratings Rationale

Playboy's B2 Corporate Family Rating reflects the company's high
pro forma debt-to-EBITDA leverage ratio of approximately 5.9x by
the end of 2011 (including Moody's standard adjustments), and
Challenges in executing its global strategy for branding and
licensing while rationalizing under performing, non-core segments.
Free cash flow remains negative through the first half of 2012 as
newly awarded licensing and location based entertainment revenues
are realized.  Playboy's ratings are supported by its recognizable
global brand, growing higher margin licensing and location based
entertainment businesses, in addition to Moody's expectations for
improved financial performance over the next 12 to 18 months based
on multi-year contracts with minimum guarantees.  Moody's believes
Playboy, under new ownership, will be successful over the near
term in growing EBITDA by entering into new licensing and LBE
arrangements which generate stable and higher margin revenue
streams.  Moody's also expects the company will continue to focus
on cutting costs through additional overhead eliminations and
outsourcing agreements while maintaining adequate liquidity.

The stable outlook reflects Moody's views that Debt-to EBITDA will
be sustained below 6.0x in 2011 (including Moody's standard
adjustments) and below 5.0x in 2012 and that losses from
publishing or other segments will be reduced from 2010 levels.
The outlook also reflects expectations that the company will
continue to enter into high margin licensing arrangements and that
liquidity will be adequate.

Ratings could be downgraded if revenue or EBITDA fall short of
Moody's expectations due to the inability to grow licensing or
location based entertainment businesses or if losses from
publishing or other segments increase resulting in debt-to-EBITDA
ratios sustained above 6.0x in 2011 or 5.0x in 2012.  A decrease
in licensing contracts or erosion in margins resulting in weakened
liquidity or deterioration in the EBITDA cushion relative to
financial covenants would create downward rating pressure.  An
upgrade could be considered when total debt-to-EBITDA ratios are
sustained comfortably below 3.75x with free cash flow-to-debt
ratios greater than 15% in combination with increasing cash
balances.

Playboy Enterprises, Inc., is a global media and lifestyle company
founded in 1953 by Hugh M. Hefner, the creator and editor-in-chief
of Playboy Magazine.  The company has expanded beyond its print
business to include licensing, location based entertainment,
digital, and entertainment business segments.  Playboy generates
annual revenues of approximately $221 million (LTM through
9/30/10) across these five business segments with operations or
licensing contracts in the Americas, Europe, Asia and Australia.
Upon closing of the announced buyout, Playboy's controlling equity
holder will be Rizvi Traverse Management (approximately 60%
ownership), a Los Angeles based private equity firm, with Mr.
Hefner (37%) and other executive management (3%) holding the
remaining equity.


PLY GEM HOLDINGS: Expects $215MM to 222MM in Sales for Q4
---------------------------------------------------------
On February 7, 2011, Ply Gem Holdings, Inc. provided guidance on
its results for the fiscal fourth quarter and full year ended
December 31, 2010.  For its fiscal fourth quarter ending
December 31, 2010, the Company anticipates that its net sales will
be in the range of approximately $215.0 million to $222.0 million
with full year net sales being in the range of approximately
$990.4 million to $997.4 million.  The Company expects that its
fiscal fourth quarter operating earnings will be in the range of
approximately $3.6 million to $6.6 million with full year
operating earnings expected to be in the range of approximately
$54.8 million to $57.8 million.  The Company expects that its
fiscal fourth quarter Adjusted EBITDA will be in the range of
approximately $20.0 million to $23.0 million with full year
Adjusted EBITDA expected to be in the range of approximately
$118.6 million to $121.6 million.

Gary E. Robinette, President and CEO of Ply Gem, said "Ply Gem's
fourth quarter and full year sales and Adjusted EBITDA performance
was respectable in light of the challenging market conditions that
continued through 2010.  Despite single family housing starts
declining by an estimated 9.0% in the fourth quarter of 2010, as
compared to 2009, Ply Gem's revenues increased by approximately
2.0% - 3.0%."

Mr. Robinette continued, "Although industry conditions remain
challenging, we continue to win new customers, gain market share
and maintain a strong focus on expense containment.  While
forecasts for 2011 housing starts vary, estimates by leading
industry analysts call for 2011 single family housing starts to
increase by 11% - 18% from 2010 levels.  Based on this expected
new construction market improvement, a flat to low single-digit
percentage increase in repair and remodeling expenditures, and our
anticipated market share gains, we would expect our revenue growth
to be roughly in-line with, or proportional to, single family
starts for the full year 2011."

                          About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

The Company's balance sheet at Oct. 2, 2010, showed
$978.60 million in total assets, $167.11 million in total current
liabilities, $1.99 million in deferred income taxes,
$59.66 million in other long-term liabilities, $903.35 million in
long-term debt, and a stockholders' deficit of $153.52 million.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.

In January 2010, Moody's Investors Service upgraded Ply Gem's
Corporate Family Rating to Caa1 from Caa2 and its Probability of
Default Rating to Caa1 from Caa2 and affirmed the senior secured
notes due 2013 at Caa1.  The upgrade of Ply Gem's corporate family
rating resulted from the recent announcement that CI Capital
Partners LLC, Ply Gem's indirect principal shareholder, through a
series of transactions is transferring $257.3 million of 9.0%
senior subordinated notes due 2012 that it owns to Ply Gem for no
consideration as a capital contribution.  Moody's also noted Ply
Gem is also refinancing the balance of the 9.0% senior
subordinated notes due 2012 with new senior subordinated notes due
2014.


POINT BLANK: Automatic Stay Applies to Qui Tam Action
-----------------------------------------------------
WestLaw reports that in a matter of first impression in the Fourth
Circuit, a False Claims Act action conducted solely by a qui tam
relator, following the government's decision not to intervene, is
not an "action or proceeding by a governmental unit," within
meaning of the governmental police powers exception to the
bankruptcy code's automatic stay provision.  Thus, a qui tam
relator's FCA action against two Chapter 11 corporate debtors was
subject to the automatic stay, where the government elected not to
intervene.  U.S. ex rel. Kolbeck v. Point Blank Solutions, Inc., -
-- F.Supp.2d ----, 2011 WL 325898 (E.D. Va.) (Ellis, J.).

The Honorable T.S. Ellis, III, entered his Memorandum Opinion in
Civil Action No. 08-cv-01187 on Feb. 1, 2011.

                       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.

The Debtor filed a chapter 11 plan and asked the Court last week
to put its stamp of approval on a disclosure statement explaining
that chapter 11 plan.


POINT BLANK: Slows Disclosure, Seeks More Exclusivity
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Point Blank Solutions Inc. (i) adjourned the hearing
on the disclosure statement explaining its Chapter 11 plan to
March 3, and (ii) filed a motion for a four-month extension of its
exclusive period to propose a Chapter 11 plan.  Point Blank is
seeking at the March 10 hearing a June 9 extension of the
exclusive right to propose a Chapter 11 plan.

                        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
was scheduled to convene a hearing on February 14, 2011, to
consider adequacy of the Disclosure Statement.

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.


PRECISION ENGINEERED: Moody's Puts 'B1' Rating on $190 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 to the company's new
$190 million senior secured credit facilities and a B1 CFR and B2
PDR to Precision Engineered Products LLC.  The rating outlook is
stable.  This is the first time that Moody's has rated PEP.

Precision Engineered Products LLC, is a holding company that
resides above the operating companies and below Precision
Engineered Products Holdings Inc., the parent company in the
credit agreement and a guarantor of the rated debt.  The company's
credit facilities are comprised of a $30 million revolver
(unfunded at close) and a $160 million term loan.  The ratings on
the company's credit facilities reflects their senior secured
position in the company's capital structure and the minimal level
of junior debt that is in a first loss position in the event of
default.  PEP Holdings guarantees the debt as do the company's
domestic operating subsidiaries.

These ratings were affected by this action:

Assignments:

Issuer: Precision Engineered Products, LLC

  -- Probability of Default Rating, Assigned B2

  -- Corporate Family Rating, Assigned B1

  -- $30 million Senior Secured Revolver, Assigned a B1, LGD3 -
     34%

  -- $160 million Senior Secured Term Loan, Assigned a B1, LGD3 -
     34%

                        Ratings Rationale

The ratings consider PEP's low tangible assets and high customer
concentration against low leverage, broad product breadth, varied
manufacturing capabilities, and good coverage for the ratings
category.  The facility ratings also consider the company's "all
bank" capital structure and a history of acquisitions that
included one large acquisition that was transforming in nature.

The stable outlook reflects the belief that the company is well
positioned in its rating category due to its low leverage and good
coverage metrics weighed against its high customer concentration
and small size.

PEP operates in the Medical/Surgical, Smart Energy Management, and
Transportation segments.  Although these segments are seemingly
unrelated, PEP has achieved competitive margins by entrenching
themselves in the manufacturing of complicated, high value added
products where their customers fund a material portion of the
required tools and/or molds used in production while PEP maintains
the manufacturing "know how."

The rating could come under pressure if the company loses
significant market share from a major customer or if its EBITDA
margins were to deteriorate by more than five percentage points
from current levels.

The rating could improve if the company is able to diversify its
customer concentration meaningfully from current levels while
improving its EBITDA coverage and reducing its leverage.  EBITDA
coverage of interest of over 6 times, that is deemed sustainable,
would likely result in a rating upgrade if its customer
diversification improves and the company becomes meaningfully
larger.

Precision Engineered Products LLC, is a holding company that
resides above the operating companies.  Its parent company,
Precision Engineered Products Holdings, Inc., is expected by
Moody's to have had over $200 million in revenues in 2010.  PEP is
headquartered in Attleboro, MA designs and manufactures high value
added specialty components for the Medical/Surgical, Smart Energy
Management, and Transportation sectors.


PRIME GROUP: Sells Biz to Five Mile; Inks Debt Refinancing Deal
---------------------------------------------------------------
Affiliates of Five Mile Capital Partners LLC, a Connecticut-based
alternative investment and asset management company, have entered
into a definitive merger agreement and other agreements to acquire
Prime Group Realty Trust.  Five Mile will acquire the Company for
$5.00 in cash per share for the Company's 9% Series B Cumulative
Redeemable Preferred Shares of Beneficial Interest.  There are
currently no common shares of beneficial interest of the Company
outstanding.  The Company's Board of Trustees has approved the
merger agreement and intends to submit the merger for approval by
the holders of the Series B Preferred Shares.  Following
completion of the transaction, which is expected to occur in the
second quarter of 2011, the Company's Series B Preferred Shares
will cease to be traded as an over-the-counter security.

An affiliate of Five Mile and an affiliate of the Company also
have entered into a joint venture agreement in connection with the
ownership, management and operation of the property located at 330
N. Wabash Avenue in Chicago, Illinois.  The joint venture entered
into amendments to its financing documents with the existing
lenders at the property providing, among other things, (i) the pay
down of $20 million of principal and the additional reduction of
the principal by $20 million, (ii) the extension of the maturity
date to January 31, 2016, (iii) the reduction of the loan
commitment to $128 million (of which $30 million remains available
to be drawn for tenant improvement, building redevelopment and
other costs) and (iv) providing certain additional contingent
interest to the lenders not to exceed $20 million.  Five Mile also
agreed to provide up to $75 million of additional capital to the
joint venture.

Jeffrey A. Patterson, the Company's President and Chief Executive
Officer, said that, "We are pleased to have entered into a merger
agreement that provides a cash purchase price to the holders of
our Series B Preferred Shares at a premium of approximately 10.5%
over the average trading closing price from May 14, 2010 through
February 14, 2011. The Series B Shares have been thinly traded and
we are happy to provide a cash offer that allows all of the
holders to receive this price. We look forward to closing the
transaction with Five Mile."

He also commented that "The joint venture with Five Mile for the
330 N. Wabash property provides the capital resources necessary to
lease up the property to stabilization."

The closing of the merger agreement is subject to various
customary conditions, including the approval by at least 2/3 of
the holders of the Series B Preferred Shares.  The transaction is
not subject to any financing condition. The joint venture related
to the property located at 330 N. Wabash Avenue in Chicago,
Illinois and the debt refinancing are not contingent on the
completion of the merger.

The Board will meet at a later date to set the date for the
special meeting of the Company's shareholders and the record date
for such meeting.  The purposes of the special meeting will also
include the election by the holders of the Series B Preferred
Shares of two additional trustees to the Company's Board in the
event the merger transaction is not approved by the requisite
number of the holders of the Series B Preferred Shares.  In
addition, if the merger is not approved, the Board anticipates
authorizing a common stock dividend to be issued to the holders of
the Series B Shares on a basis of one common share for each Series
B Share outstanding.  After the date and record date of the
special meeting is set, the Company expects to send notice of the
special meeting and a proxy statement to each holder of the Series
B Preferred Shares.

Duff & Phelps, LLC acted as financial advisor to the Company's
Board of Trustees and Winston & Strawn LLP provided legal advice
to the Company.  Five Mile was represented by Goodwin Procter LLP.

On February 11, 2011, the Company disclosed that Prime Office
Company, LLC, an affiliate of The Lightstone Group, LLC, the sole
owner of all of the issued and outstanding common shares of
beneficial interest of the Company and the owner of common units
of Prime Group Realty, L.P., the Operating Partnership of the
Company, has transferred all of its Common Shares and Common Units
to the Company and the Operating Partnership, respectively, for no
financial consideration.  The transaction had no effect on the
holders of the Company's 9% Series B Cumulative Redeemable
Preferred Shares of Beneficial Interest and they remain as the
only shareholders of the Company.  The Company now owns all of the
Operating Partnership.  Further, Messrs. David Lichtenstein,
Peyton Owen, Jr. and Bruno de Vinck resigned from the Board of
Trustees.  The remaining Trustees, Messrs. Jeffrey A. Patterson,
John M. Sabin, Shawn R. Tominus and George (Randy) R. Whittemore,
will continue on the Board.  The Board of Trustees is holding two
of the vacant Board seats for an election to be held by the
holders of the Company's Series B Preferred Shares to elect two
trustees to the Board.

                 About Five Mile Capital Partners

Five Mile Capital Partners LLC -- http://www.fivemilecapital.com/
-- is a privately held alternative investment and asset management
company established in 2003 and based in Stamford, Connecticut.
The firm specializes in investment opportunities in real estate,
debt products, structured finance, asset-based lending and
financial services private equity.  Five Mile Capital Partners has
executed numerous transactions involving distressed and non
performing first mortgage, mezzanine loans, equity and high yield
structured products.  Five Mile Capital Partners' principals have
significant experience, knowledge and skills relevant to the
financial services industry and believe the cyclical and dynamic
nature of the sector continually provides a broad opportunity for
investments across the capital structure.  Five Mile Capital
Partners currently manages roughly $2 billion of capital.

                  About Prime Group Realty Trust

Chicago, Illinois-based Prime Group Realty Trust (PINK SHEETS:
PMGEP) -- http://www.pgrt.com/-- is a fully-integrated, self-
administered and self-managed real estate investment trust, which
owns, manages, leases, develops and redevelops office and
industrial real estate, primarily in metropolitan Chicago.  The
Company currently owns two office properties containing an
aggregate of 230,000 net rentable square feet and interests in two
joint ventures that own two office properties comprised of
approximately 1.24 million net rentable square feet.  The Company
leases and manages roughly 1.24 million square feet comprising all
of its wholly-owned properties and its 330 N. Wabash Avenue joint
venture property.

                           *     *     *

According to the Troubled Company Reporter on March 3, 2010, two
of Prime Group Realty Trust's subsidiaries, each of which own
separate portions of the Continental Towers Complex in Rolling
Meadows, Illinois, defaulted under their first mortgage loans
encumbering the Complex.  Continental Towers, L.L.C., a subsidiary
of the Company, is the owner of Tower I, Tower III and the
Commercium at the Continental Towers Complex.  The CT Property is
encumbered by a first mortgage loan from CWCapital LLC in the
principal amount of $73.6 million.

As reported by the TCR, the Company's Board of Trustees determined
not to declare a quarterly distribution on its Series B Preferred
Shares for the fourth quarter of 2009, and the first and second
quarters of 2010.  The Company indicated that the Board is unable
to determine when the Company might recommence distributions on
the Series B Preferred Shares.  The Company also said the Board
was in the process of considering various financing and other
capitalization and strategic alternatives for the Company.


PRIMUS TELECOMMUNICATIONS: Moody's Raises Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service upgraded Primus Telecommunications
Group, Incorporated's Corporate Family Rating to B3 from Caa1, due
to the company's improved leverage metrics, free cash flow
generation and Moody's views that the company will make further
progress in streamlining its business segments.  As part of the
rating action, Moody's has assigned provisional (P)B3 (LGD4-63%)
ratings to the company's proposed 9.5% senior secured notes due
2019.  The new notes are offered in an exchange for the company's
existing $130 million 13% senior secured notes due 2016, and
$114 million 14.25% senior subordinated notes due 2013.  Moody's
notes that the maximum amount of new notes offered will not be
sufficient to exchange all of the outstanding debt, with about
$24 million of legacy debt to remain outstanding following the
exchange.  Moody's believes that the company will seek to exchange
all of the 13% notes and leave a portion of the 14.25% senior
subordinated notes outstanding, as they are redeemable at par at
any time.  Moody's expects Primus to redeem the remaining 14.25%
notes sometime in 2011 with cash on hand.  At the conclusion of
the exchange offering, Moody's will assign definitive ratings to
the new instruments, and the ratings under the company's existing
notes that have been fully exchanged will be withdrawn.

The company's Speculative Grade Liquidity Rating remains SGL-3
based on the rating agency's expectation of Primus's deemed
"adequate" liquidity position over the next twelve months, and the
rating outlook remains stable.

* Issuer: Primus Telecommunications Group, Inc.

Upgrades:

  -- Corporate Family Rating, Upgraded to B3 from Caa1
  -- Probability of Default Rating, Upgraded to B2 from B3

Assignments:

  -- $240 million Senior Secured Notes Due 2019, (P) B3 (LGD4-
     63%), Provisional

  -- Outlook is Stable

                        Ratings Rationale

Primus' B3 CFR primarily reflects the significant continuing
execution risk from the company's ongoing restructuring,
sustainability of the company's business model amid the
significant competitive and technological challenges inherent to
the telecommunications industry and the uncertainty of whether
revenues from its growth services will rise faster than the
revenue declines in its still significant legacy voice and long
distance businesses, which have been declining materially over the
past four years.

Supporting the rating is the relatively moderate financial
leverage Primus carries following its bankruptcy restructuring in
2009, which Moody's estimates was about 3.6 times adjusted
debt/EBITDA (including Moody's standard adjustments for pensions
and operating leases) at year end 2010.  Moody's projects adjusted
leverage to decline further to below 3.0x by the end of 2012.  In
addition, the proposed debt exchange will further stabilize the
company's capital structure.  Over the past two years, Primus has
been free cash flow positive, helped by the reduced interest
expense from the reduced debt and cost containment.

In addition to reducing debt, Primus has been streamlining its
business model by divesting lower performing segments (such as
retail operations in Europe).  The company is also making progress
in repositioning its growth around facilities-based Voice-over-
Internet-Protocol and high speed DSL offerings to small and medium
sized businesses and the residential markets, primarily in
Australia and Canada, along with growing sales around its fiber
network in Australia.  Primus' Wholesale business currently
generates about 25% of its revenues, before the acquisition of
Arbinet.  Although wholesale is a low margin business, the
increased scale should allow the company to generate incremental
cash flow through anticipated cost savings of about $6 million,
when fully realized

While Primus' credit profile has shown improvement through these
efforts, Moody's believes the company plans to increase capital
expenditures to focus on the growth businesses, which may put some
pressure on free cash flow.  The company generates the lowest
EBITDA margins among the competitive telecom carriers that Moody's
rates.  This necessitates that Primus be extremely vigilant in
maintaining a low cost structure, which may limit the company's
ability to grow if it needs to add capacity to its network or
devote greater spending to marketing and promotional activity.

The SGL-3 liquidity rating reflects Moody's views that pro-forma
for the $240 million exchange offering, Primus will have adequate
liquidity over the next four quarters characterized by good cash
balances and modest free cash flow generation.  Notably, the
company does not have an external revolving credit facility as an
additional source of cash.  Over the 4-quarter horizon to
December 31, 2011, Primus' main source of liquidity is expected to
be cash on hand, which Moody's expects to be over $40 million at
year end 2010 and operating cash flows, which pro-forma for FYE
2010 are approximately $60 million per year.  Against this,
Primus' main use of cash will be its likely cash burn of roughly
4% to 5% of sales, to support reinvestment in the company's growth
businesses and the potential takeout of the remaining 14.25%
notes.

                 What could change the rating -- Up

Upward rating pressure could build if the Company is successful in
restoring its growth trajectory over its facilities-based network,
such that its adjusted EBITDA margins approach 20%, adjusted
Debt/EBITDA leverage is maintained below 3.0x and free cash flow
approaches 10% of debt.

               What could change the rating -- Down

Moody's will likely lower Primus's corporate family rating if the
company is unable to deliver revenue and EBITDA growth or if its
growth plans consume more cash resources than envisioned, its
adjusted Debt/EBITDA leverage does not fall below 3.5x and free
cash flow burn persists.  The rating could also come under
pressure if increasing competition or regulatory changes result in
declines in EBITDA.

Moody's most recent rating action on Primus was on December 1,
2009, when the rating agency assigned ratings to the company's 13%
Canadian and US notes.

Primus is a competitive telecom provider headquartered in McLean,
VA.  The company offers telecommunications, IP and data center
services to small and medium-sized enterprises, residential
customers and other telecommunications carriers and resellers in
the United States, Canada, Australia, and Brazil.


PROVIDENT FUNDING: S&P Assigns 'B' Rating to $200 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned a
'B' rating with a recovery rating of '5' to Provident Funding
Associates L.P.'s issuance of up to $200 million of senior
unsecured notes.  At the same time, S&P revised its recovery
rating on Provident's 10.25% senior secured notes due 2017 to
'1' from '3' and raised its issue-level rating on the notes to
'BB' from 'B+' in accordance with its notching criteria for a
recovery rating of '1.'

The revision of the recovery rating on the secured notes was
driven by an increase in value of the mortgage-servicing rights
securing the notes.  S&P also considered the likelihood that the
use of the proceeds from the planned senior notes would enable
secured creditors to seize and sell Provident at a significantly
higher EBITDA level than what S&P had previously assumed.
Specifically, S&P revised its default scenario by assuming that
the secured note holders force a sale of the company before an
actual payment default occurs.

S&P's analysis indicates that in default, first-lien senior
secured creditors would recover principal and six months of
prepetition interest at the high end of the 90% to 100% range,
resulting in a '1'recovery rating and an issue rating two notches
higher than the counterparty credit rating.  This leaves recovery
at the low end of the 10%-30% range for holders of the senior
unsecured notes, resulting in a recovery rating of '5' and an
issue rating of 'B' for the firm's $200 million of senior
unsecured notes.

                           Ratings List

                 Provident Funding Associates L.P.

       Counterparty Credit Rating             B+/Stable/--

                             New Rating

                 Provident Funding Associates L.P.

              Senior Unsecured
              US$200 mil sr unsecd nts due 2019     B
               Recovery Rating                      5

                             Upgraded

                 Provident Funding Associates L.P.

                           Senior Secured

                                         To                 From
                                         --                 ----
   Local Currency                        BB                 B+
   Recovery Rating                       1                  3


QA3 FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: QA3 Financial Corp.
        One Valmont Plaza, 4th Floor
        P.O. Box 542055
        Omaha, NE 68154

Bankruptcy Case No.: 11-80297

Chapter 11 Petition Date: February 11, 2011

Court: United States Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Robert V. Ginn, Esq.
                  HUSCH BLACKWELL SANDERS
                  1620 Dodge Street, Suite 2100
                  Omaha, NE 68102
                  Tel: (402) 964-5000
                  Fax: (402) 964-5050
                  E-mail: rvgbknotice@huschblackwell.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/neb11-80297.pdf

The petition was signed by Stephen Wild, president.


QUEENS BALLPARK: Moody's Affirms 'Ba1' Rating, Gives Neg. Outlook
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 underlying rating
of the Queens Ballpark Company LLC and has changed the outlook to
negative.

Rating Rationale:

The change in rating outlook reflects the potential for pending
litigation against the owners of the New York Mets, the baseball
team which plays at the Queens Ballpark, to negatively impact the
quality and performance of the New York Mets Baseball team and
subsequently to negatively affect attendance levels at the
Ballpark.  Although the litigation does not involve any claim
against either the issuer of the bonds, nor the entity that
leases, operates and maintains the ballpark (Queens Ballpark
Company, L.L.C.), and includes only a claim against the entity
that owns the team (Sterling Mets, L.P.), Moody's notes that the
litigation against the ultimate owners of equity in those entities
is unresolved and that the equity owners have stated that they
will explore the potential sale of a minority stake in the Mets.
While the ultimate outcome of the litigation and the timeframe for
final resolution are unknown at the present time, the negative
outlook acknowledges the close connection between the health and
performance of the Mets baseball team and the long term credit
quality of the stadium project.  Moody's also notes that the
lawsuit is in its early stages and that thus far the only
occurrence has been the filing of the complaint.

Queens Ballpark Company, LLC is a special purpose entity created
to lease, operate, maintain and manage the construction of Citi
Field, the home stadium of the Mets.  The New York City Industrial
Development Agency acts as a conduit issuer for both the Series
2006 Installment Purchase Bonds and the Series 2006 Lease Revenue
Bonds.

The last rating action on the Queens Ballpark Company bonds was in
February 2010, when the underlying rating was downgraded to Ba1.
The downgrade was related to the diminished credit quality of one
of the Debt Service Reserve Fund surety providers as well as
structural features that include the structural subordination of
the Lease Revenue mortgage, the cross default provisions and the
ability of the PILOT trustee to foreclose on the leasehold
interest, held by the Queens Ballpark Company, LLC, potentially
resulting in a pro-rata recovery in a stress situation for all
bond holders.


QUEPASA CORP: Files Copy of Securities Purchase Agreement
---------------------------------------------------------
On January 28, 2011, Quepasa Corporation entered into a Stock
Purchase Agreement with XtFt Games S/S Ltda, the owner of
substantially all of the assets of TechFront Desenvolvimento de
Software S/S Ltda, a Brazilian company.  Under the terms of the
Agreement, the Company will acquire all of the outstanding equity
interests of XtFt and will pay XtFt owners $3,700,000 of the
Company's common stock which will be valued at the lower of: (i)
the average closing price per share for the ten trading days prior
to January 28, 2011 and (ii) the closing price on the date of
closing the Agreement.  In addition, the Company will pay a
$300,000 brokerage fee and a potential earnout fee of 250,000
shares of the Company's common stock based on XtFt achieving
specific performance milestones.  Further, the Company is required
to provide XtFt with $1,000,000 of working capital and will
provide any additional working capital the Company's management
deems appropriate.  The closing of the Agreement is subject to
customary closing conditions and delivery of audited financial
statements to the Company.

In connection with the Agreement, on February 1, 2011, the Company
entered into a Secured Revolving Line of Credit Agreement with
TechFront and agreed to lend up to $500,000 which is part of the
$1,000,000 discussed above.  Advances under the Credit Agreement
may be used to pay off certain loans and shall bear interest at
the LIBOR rate at the time of issuance of each note.  The notes
and interest shall become due and payable on February 1, 2017.
The Credit Agreement is secured by certain U.S. and Brazilian
Trademarks of TechFront.

On February 7, 2011, the Company filed with the SEC a full-text
copy of the Securities Purchase Agreement, which is available for
free at http://ResearchArchives.com/t/s?7330

                    About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site http://www.Quepasa.com/operates as an online
social community for young Hispanics.

The Company's balance sheet at September 30, 2010, showed
$3.39 million in total assets, $6.67 million in total liabilities,
and a stockholders' deficit of $3.28 million.  At Sept. 30, the
Company had accumulated losses from inception of $164.28 million.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted of the Company's
net loss and net cash used in operating activities in 2009 of
$10.58 million and $3.88 million, respectively, and a
stockholders' deficit and an accumulated deficit of $3.90 million
and $159.33 million, respectively, at December 31, 2009.


QUEPASA CORP: Incurs $6.65 Million Net Loss in Fiscal 2010
----------------------------------------------------------
On February 7, 2011, Quepasa Corporation filed its annual report
on Form 10-K for the fiscal year ended December 31, 2010.  The
Company reported a consolidated net loss of $6.65 million on $6.05
million of revenue for the fiscal year ended Dec. 31, 2010,
compared with a net loss of $10.58 million on $536,000 of revenue
during the prior year.

The Company's balance sheet at December 31, 2010 showed
$16.45 million in total assets, $7.26 million in total liabilities
and $9.19 million in total stockholders' equity.

Salberg & Company, P.A., in Boca Raton, Florida, independent
report following the 2010 results did not contain a going concern
qualification for Quepasa Corp.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A. expressed substantial doubt about the
Company's ability to continue as a going concern following the
2009 results.  The independent auditors noted of the Company's
net loss and net cash used in operating activities in 2009 of
$10.58 million and $3.88 million, respectively, and a
stockholders' deficit and an accumulated deficit of $3.90 million
and $159.33 million, respectively, at December 31, 2009.

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

               http://ResearchArchives.com/t/s?732f

                     About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site http://www.Quepasa.com/operates as an online
social community for young Hispanics.


QUEPASA CORP: John Abbott Discloses 15.3% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 7, 2011, John Abbott disclosed
that he beneficially owns 2,729,898 shares of common stock of
Quepasa Corporation representing 15.3% of the shares outstanding.
As of February 2, 2011, there were 15,351,280 shares outstanding.

                     About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site http://www.Quepasa.com/operates as an online
social community for young Hispanics.

The Company's balance sheet at December 31, 2010 showed
$16.45 million in total assets, $7.26 million in total liabilities
and $9.19 million in total stockholders' equity.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern following the 2009 results.  The independent
auditors noted of the Company's net loss and net cash used in
operating activities in 2009 of $10.58 million and $3.88 million,
respectively, and a stockholders' deficit and an accumulated
deficit of $3.90 million and $159.33 million, respectively, at
December 31, 2009.


QUEPASA CORP: Michael Matte Discloses 11.3% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission on February 7, 2011, Michael Matte disclosed
that he beneficially owns 1,938,276 shares of common stock of
Quepasa Corporation representing 11.3% of the shares outstanding.
As of February 2, 2011, there were 15,351,280 shares outstanding.

                     About Quepasa Corporation

West Palm Beach, Fla.-based Quepasa Corporation (OTC BB: QPSA)
through its Web site http://www.Quepasa.com/operates as an online
social community for young Hispanics.

The Company's balance sheet at December 31, 2010 showed
$16.45 million in total assets, $7.26 million in total liabilities
and $9.19 million in total stockholders' equity.

As reported in the Troubled Company Reporter on March 9, 2010,
Salberg & Company, P.A., in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern following the 2009 results.  The independent
auditors noted of the Company's net loss and net cash used in
operating activities in 2009 of $10.58 million and $3.88 million,
respectively, and a stockholders' deficit and an accumulated
deficit of $3.90 million and $159.33 million, respectively, at
December 31, 2009.


RACE POINT: S&P Assigns 'BB' Rating to $275 Mil. Senior Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '1' recovery rating to four Race Point co-borrowers'
(Race Point Power II LLC, Race Point Power III LLC, Race Point
Power IV LLC, and NeoElectra Lux S.ar.l.) $275 million, seven-year
senior secured term loan.  The 'BB' rating and '1' recovery rating
indicate S&P's expectation for high (90%-100%) recovery of
principal in the event of a payment default.  The outlook is
stable.

A portfolio of seven power-generation plants throughout the U.S.
and a cogeneration portfolio of 12 power plants in Spain are
expected to service the term loan.  The term loan will be a joint
and several liability of the four co-borrowers, which are owned by
three ArcLight Capital Partners funds.  They will use proceeds to
repay a portion of existing intermediary debt, fund a capital
expenditure reserve account and an operating project-specific
reserve, pay related transaction fees and expenses, and make a
one-time distribution to ArcLight.

                            Ratings List

                     Race Point Power II LLC
                     Race Point Power III LLC
                     Race Point Power IV LLC
                     NeoElectra Lux S.ar.l.

      $275 million senior secured term loan      BB/Stable
       Recovery rating                           1


RADIO ONE: Moody's Corrects Press Release on Credit Loan Ratings
----------------------------------------------------------------
Moody's Investors Service is clarifying a press release issued
December 8, 2010, announcing rating actions for Radio One's Credit
Facilities.

Moody's specifies that the revolver is a combination of three
tranches.

Rating assigned to the revolver is:

* Amended & restated $20.0 million first lien revolver due 2012
  (tranche A) -- B1, LGD2, 12%

* Amended & restated $5.1 million first lien revolver due 2012
  (tranche B) -- B1, LGD2, 12%

* Amended & restated $13.7 million first lien revolver due 2012
  (tranche C) -- B1, LGD2, 12%

Moody's Investors Service confirmed the Caa1 rating for Radio One,
Inc.'s Corporate Family Rating and confirmed its Caa2/LD
Probability of Default Rating.  As outlined below, Moody's also
assigned ratings to the amended/restated bank revolver facility
due 2012, amended/restated term loan due 2012, and new senior
subordinated notes due 2016 as part of the proposed note exchange
and refinancing.  These actions conclude the review that was
initiated on August 18, 2010.

After several months of negotiations, Radio One succeeded in
coming to an agreement with its note holders and lenders and is
expected to complete its proposed exchange offer by issuing new
senior subordinated notes to take out its 8.875% senior
subordinated notes due 2011 and 6.375% senior subordinated notes
due 2013.  In addition to the note exchange, the company amended
and restated its revolver and term loan facilities.  The LD
designation is due to the limited default related to a blocked
August 16, 2010 interest payment on the 6.375% senior subordinated
notes as well as the pending exchange of the these notes at less
than par (95%).  After three business days from the note exchange
being completed, the limited default "/LD" designation will be
removed.

Issuer: Radio One, Inc.

These ratings were confirmed:

* Corporate Family Rating -- confirmed Caa1

* Probability of Default Rating -- confirmed Caa2/LD (LD will be
  removed three business days after completion of the proposed
  exchange)

This rating is upgraded:

* $23.7 million first lien term loan (original amount of
  $300 million) due 2012 (tranche A) -- upgraded to B1, LGD2, 12%
  from B2, LGD2, 17%

These ratings were assigned:

* Amended & restated $38.8 million first lien revolver due 2012
  (with up to $18.8 million of sub-limits) -- B1, LGD2, 12%

* Amended & restated $323.0 million first lien term loan due 2012
  (tranche B) -- B1, LGD2, 12%

* New 12.5%/15.0% senior subordinated Notes due 2016-Caa3, LGD4,
  61%

These ratings will be withdrawn upon closing of the transactions:

* $400 million existing senior secured revolving facility --B2,
  LGD2, 17%, to be withdrawn

* 8.875% senior subordinated notes due 2011 -- Caa3, LGD6-96%, to
  be withdrawn

* 6.375% senior subordinated notes due 2013 -- Caa3, LGD6-96%, to
  be withdrawn

* New Second Lien Notes Due 2016 -- B3, LGD4, 55%, To Be Withdrawn

                         Rating Rationale

Upon closing of the pending transactions, the Caa1 corporate
family rating will reflect Radio One's high pro forma debt-to-
EBITDA leverage of approximately 8.0x (incorporating Moody's
standard adjustments) mitigated by improved operating performance
due to expected political advertising gains in 4Q10 followed by
double digit EBITDA gains in 1Q11 compared to a weak 1Q10.
Despite expected growth in EBITDA and improving debt-to-EBITDA
leverage ratios, reported debt balances will remain flat at
approximately $655 million for the next 12 months due to the
anticipated funding of the TV One capital call as well as the
potential accretion of the PIK portion of the new 12.5%/15%
subordinated notes due 2016.  Incorporated in the rating is Radio
One's large market presence and niche focus targeting the African-
American audience.  The company's reliance on four of its sixteen
markets for approximately half of its revenues and up to $29
million in potential funding requirements related to the company's
ownership in TV One and Reach Media weigh on Radio One's rating.
For the nine months ended September 30, 2010, the company reported
revenues of $209 million in line with expectations and 2% ahead of
revenues for the same nine months last year.  Given the 18 month
maturity of the bank credit facilities and resetting of financial
maintenance covenants with a 10-15% cushion, Radio One is
positioned to grow revenues and EBITDA which would facilitate
refinancing of bank facilities.  Moody's expect Radio One to
address refinancing of debt facilities well in advance of the 2012
maturities; accordingly, ratings incorporate the likelihood that
restrictions under the new bank credit agreement governing
liquidity, dividends, and financial maintenance covenants will be
revised.

The stable outlook assumes the closing of the exchange notes and
bank debt refinancing as well as Moody's expectation that the
company will reduce debt-to-EBITDA ratios as economic pressures
wane, operating performance improves, and 4-5% free cash flow is
applied to reduce debt or enhance liquidity.  The outlook also
reflects the expectation that the company will maintain good
liquidity and will fund the remaining $13.7 million TV One capital
call in the near term with cash and a portion of the $13.7 million
revolver sub-facility provided specifically for this capital call.

Ratings could be upgraded if the company refinances the revolver
and term loan maturing June 2012 and debt-to-EBITDA leverage
ratios are sustained below 7.0x (incorporating Moody's standard
adjustments) as a result of an improving economic environment and
greater advertising demand in combination with free cash flow
being applied to reduce debt balances.  Ratings could be
downgraded if revenues and EBITDA are negatively impacted by a
deeper and longer downturn in advertising spending than expected
resulting in debt-to-EBITDA leverage ratios greater than 9.50x.
Increased debt levels due to discretionary items including, share
repurchases or the funding of increasing ownership of current
investments could also negatively impact ratings, particularly if
these actions impair liquidity.

The most recent rating action for Radio One was on September 20,
2010, when Moody's repositioned Radio One Inc.'s Probability of
Default Rating to Caa2/LD, from Caa2, following expiration of the
30-day grace period under the indenture governing the company's
6.375% senior subordinated notes due 2013.  The August interest
payment was not made in accordance with the scheduled terms, and
Moody's treats the failure to meet the original contractual terms
as a limited default.  Upon closing of the proposed exchange
offer, the company will make the missed interest payment in
addition to refinancing senior subordinated notes due 2011 and
2013 with new senior subordinated notes due 2016.

Radio One Inc., headquartered in Lanham, Maryland, is an urban
oriented multi-media company that operates or owns interests in
broadcasting stations (53 stations in 16 markets), a cable
television network, and Internet-based properties, largely
targeting the African-American audience.  The Chairperson and
President (Chairperson's son) hold approximately 92% of the
outstanding voting power of the common stock.  The company
reported sales of approximately $275 million through the 12 months
ending September 30, 2010.


RANCHER ENERGY: Form 10-Q Filing for Dec. 31 Quarter Delayed
------------------------------------------------------------
In a regulatory filing Friday, Rancher Energy Corp. disclosed that
the filing of its quarterly report on Form 10-Q for the quarter
ended December 31, 2010, could not be filed within the prescribed
time period, as the closing of the books and the process of
preparing the Company's financial statements for the quarter ended
December 31, 2010, has been delayed due to the focus of the
Company's resources on the bankruptcy process.

The Company does not anticipate that any significant change in
results of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to be
included in the subject report.

The Form 10-Q will be filed on or before the fifth calendar day
following the prescribed due date.

                      About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  The Company operates four fields in the
Powder River Basin, Wyoming, which is located in the Rocky
Mountain region of the United States.

The Company was formerly known as Metalex Resources, Inc. and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on February 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring effort.  In its petition, the Company
estimated assets and debts of between $10 million and $50 million
each.

The Company's balance sheet at September 30, 2010, showed
$18.19 million in total assets, $17.00 million in total
liabilities, and stockholders' equity of $1.19 million.


RCLC INC: Hearing on Plan Outline Set for March 10
--------------------------------------------------
RCLC, Inc. f/k/a Ronson Corporation, et al., have filed with the
U.S. Bankruptcy Court for the District of New Jersey a disclosure
statement in support of their joint plan of liquidation under
Chapter 11 of the Bankruptcy Code.

A hearing on the adequacy of the disclosure statement will be held
on March 10, 2011, at 10:00 a.m.

The Plan contemplates a liquidation of the Debtors and the
distribution of cash to holders of certain Claims, based upon the
proceeds of the Sale Transactions (including the Restored
Custodial Funds) and any proceeds of the Debtors' and estates'
causes of action.

The Plan seeks the substantive consolidation of all of the Debtors
with respect to the treatment of all Claims and Equity Interests,
except for the Other Secured Claims under Class 2, which will be
deemed to apply separately with respect to the Plan proposed by
each Debtor.

Each holder of an Allowed Class 2 Claim will receive, on or as
soon as reasonably practicable after the Effective Date of the
Plan, either the collateral securing its claim or a cash
distribution equal to the value of its collateral.

Unsecured creditors will receive, in full and final satisfaction,
settlement, release and discharge of their allowed claims, their
pro rata share of the Post-Consummation Trust Assets.
Distributions to unsecured creditors cannot be determined at this
time.

The Prepetition Credit Facility Claims have been paid in full in
Cash in full and final satisfaction of those claims.

Equity Interests will not receive any distribution on account of
their interests in the Debtors.

A copy of the Disclosure Statement is available for free at:

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

                         About RCLC Inc.

RCLC, Inc., formerly known as Ronson Corporation, in Woodbridge,
New Jersey, historically, has been engaged principally in these
businesses -- Consumer Products; and Aviation-Fixed Wing and
Helicopter Services.

Trenton, New Jersey-based Ronson Aviation, Inc., now known as RA
Liquidating Corp., filed for Chapter 11 protection on August 17,
2010 (Bankr. D. N.J. Case No. 10-35315).  The Debtor estimated its
assets at $10 million to $50 million and its debts at $1 million
to $10 million.  Affiliates RCLC, Inc. (Bankr. D. N.J. Case No.
10-35313), and RCPC Liquidating Corporation (Bankr. D. N.J. Case
No. 10-35318) filed separate Chapter 11 petitions on August 17,
2010, each estimating their assets at $1 million to $10 million
and debts at $1 million to $10 million.  The cases, along with
RCLC, Inc.'s, are jointly administered, with RCLC, Inc., as the
lead case.

Michael D. Sirota, Esq., and David M. Bass, Esq., and Felice R.
Yudkin, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Hackensack, N.J., represent the Debtors as counsel.  Attorneys at
Lowenstein Sandler, PC, represent the Creditors' Committee as
counsel.

The Company's foreign subsidiary, RCC, Inc., formerly known as
Ronson Corporation of Canada Ltd., is not included in the filing.

Upon the closing of the sale of the Company's Aviation Division on
October 15, 2010, the Company ceased to have operations, other
than to effectuate its wind-down and approve its liquidation plan
by the Bankruptcy Court.


REGAL ENTERTAINMENT: Fitch Puts 'B-/RR6' Rating on $100 Mil. Notes
------------------------------------------------------------------
Fitch Ratings has assigned a 'B-/RR6' rating to the $100 million
additional issuance of Regal Entertainment Group 9.125% senior
unsecured note due 2018.  Proceeds of the notes are expected to be
used to redeem a portion of Regal Cinemas Corporation's senior
secured credit facility and for general corporate purposes.  Regal
Cinemas is an indirectly wholly owned subsidiary of Regal.  In
addition, Fitch has also taken these rating actions:

Regal

  -- Issuer Default Rating affirmed at 'B+';
  -- Senior unsecured notes affirmed at 'B-/RR6'.

Regal Cinemas

  -- IDR affirmed at 'B+';
  -- Senior secured credit facility affirmed at 'BB+/RR1';
  -- Senior unsecured notes upgraded to 'BB/RR2' from 'BB-/RR3'.

The Rating Outlook is Stable.

The upgrade on Regal Cinemas's senior unsecured notes reflects the
notes improved recovery prospects (from an expected 67% to 85%
recovery), following the offering and partial redemption of the
senior credit facility.  Fitch's recovery analysis estimates an
adjusted, distressed enterprise valuation of $1.7 billion, using a
5 times multiple and including a conservative estimate for Regal's
19.4% stake in National CineMedia LLC of approximately
$200 million.

Regal will issue the senior notes pursuant to the indenture dated
Aug. 16, 2010, under which Regal issued $275 million and
$150 million of 9.125% senior notes due 2018 on Aug. 16, 2010, and
Jan. 7, 2011, respectively.  The current offering will have
identical terms to the prior notes.

The indenture, dated Aug. 16, 2010, includes covenants related to
limitation on consolidated debt (net interest coverage greater
than 2x incurrence test), limitation on restricted payments (a
basket that increases based on, among other factors, the excess of
EBITDA over 1.7x interest expense) and limitation on liens
(standard carve-outs exist in addition to an incurrence test of
2.75x net senior secured leverage).  In addition, the indenture
includes a change of control provision that is triggered if any
person (except for the Anschutz Company and any of its affiliates)
becomes the beneficial owner of 50% or more of the voting stock of
Regal.  Other change of control triggers include a majority change
in the Board of Directors, the liquidation or dissolution of
Regal, and/or if all or substantially all of Regal's and its
subsidiaries' assets are sold.  There are cross payment
default/cross acceleration provisions (among Regal and Regal
Cinemas) in regard to debt in excess of $25 million.

Regal also announced its plan to amend and extend Regal Cinemas'
senior secured credit facility.  The term loan is due to expire in
November 2016, and Regal is looking to extend this maturity to
August 2017.  In addition, Regal is looking to improve the pricing
on the facility by 50 basis points, to 3% to 3.25% over LIBOR,
depending on the consolidated leverage ratio.

Fitch believes that the company will continue to focus free cash
flow deployment toward build-out of theaters, acquisition of
theater assets and/or for shareholder-friendly activities.
However, while not anticipated, a debt-financed material
acquisition or return of capital to shareholders that would raise
and sustain the unadjusted gross leverage beyond 4.5x could have a
negative impact on the rating.

As of Dec. 31, 2010, liquidity was made up of $205 million in cash
and approximately $82 million in credit facility availability
(reduced by $3 million in letters of credit), under the company's
$85 million revolving credit facility due May 2015.  As of the end
of the fourth quarter, Regal was still in the process of retiring
the convertible senior notes due 2011 and as such, approximately
$100 million of the $205 million on the balance sheet is expected
to be deployed for this debt repayment.  There are no significant
maturities until 2016 (2017 if the company is successful in
extending its term loan maturities).  Fitch expects FCF for 2011
to be in the range of approximately $60 million-$100 million.

Pro forma for the full redemption of the senior convertible notes,
total debt as of Dec. 31, 2010 was approximately $2 billion, and
lease-adjusted gross leverage, based on Fitch's calculations was
approximately 5.2x (unadjusted gross leverage was at approximately
4.3x).  Fitch expects unadjusted gross leverage to gradually
decline over the next few years, but remain above 3.5x.

The ratings reflect these key considerations:

  -- Regal's size and position as the largest domestic movie
     exhibitor, with 6,698 screens in 539 theaters.  Fitch expects
     the company to continue to improve its relatively modern
     theater circuit in a disciplined manner.  The ratings also
     reflect solid geographic diversity and relatively stable
     operating performance.

  -- Fitch believes movie exhibition will continue to be a key
     promotion window for the movie studios biggest/most
     profitable releases.

  -- In the near term, Fitch expects box office revenue for 2011
     to be fueled by the premium pricing charged on 3-D films as
     major 3-D films continue to be released, along with the
     growing capacity of 3-D capable screens.  However, Fitch
     continues to expect that the movie exhibitor industry will be
     challenged in growing attendance and any potential attendance
     declines will offset some of the growth in average ticket
     prices.  Fitch expects that the announced 2011 films (which
     include several releases from Marvel and DC Comics, as well
     as nine sequels) will be able to draw sufficient attendance
     to maintain current attendance levels or at least keep
     declines in the 1% to 2% range.

  -- Fitch notes that concession revenues have remained relatively
     stable despite the weak economic conditions.  While Fitch
     does not anticipate a significant decline in concession per
     patron, Fitch remains cautious that high margin concessions
      (which represent approximately 27% of Regal's total revenues
     and carry 86% gross margins), may be vulnerable to reduced
     per-guest concession spending due to cyclical factors or a
     re-acceleration of commodity prices.

  -- The ratings also incorporate the intermediate/long-term risks
     associated with increased competition from at-home
     entertainment media, limited control over revenue trends, the
     pressure on film distribution windows, increasing indirect
     competition from other distribution channels (such as DVD,
     VOD, and the Internet), and high operating leverage (which
     could make theater operators FCF negative during periods of
     reduced attendance).  In addition, Regal and its peers rely
     on the quality, quantity, and timing of movie products, all
     factors out of management's control.


REGAL ENTERTAINMENT: Moody's Puts 'B3' Rating on $100 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Regal
Entertainment Group's new $100 million add-on senior unsecured
notes issue (Regal is the publicly traded parent holding
company of Regal Cinemas Corporation).  Since proceeds from
the modest-sized new issue will be used to partially pay down
the $1,088 million balance of Regal Cinema's bank credit
facility (due November 2016), the transaction is neutral to
Regal's consolidated credit profile and its B1 Corporate Family
Rating and B1 Probability of Default Rating remain unchanged.
Further, the add-on notes are rated at the same B3 level as the
reference note issue.  The rating outlook remains stable.  The
transaction continues a much needed re-balancing of Regal's
consolidated credit profile that more evenly distributes debt
capital among senior secured, senior unsecured and senior
unsecured holdco instruments, which is a modestly positive
development.  The rebalancing of relative claims causes minor
adjustments to applicable Loss Given Default Assessments, as
outlined below.

In December, Regal announced and paid a $216 million special
dividend and announced an increase in its regular dividend.  In
light of what Moody's think are mounting pressures on the industry
(theatric windows are shrinking, on-line distribution is gaining
momentum, and recent revenue gains have depended mostly on ticket
price increases which surely cannot continue indefinitely),
Moody's interpreted this as an aggressive step.  However, as last
Fall's $275 million notes issue prefunded redemption of the
remaining $75 million of convertible notes due March, 2011, and as
Regal continues to have a relatively large cash balance ($130
million at December 30, 2010, proforma for the pending
redemption), the dividend could be accommodated within the B1
rating, albeit the company had consumed some of its financial
flexibility, especially in light of recent trends that show debt
leverage per unit of capacity (theater, screen) increasing more
than related cash flow productivity.  However, as Moody's expect
the company to be modestly cash flow positive, do not expect
financial covenant compliance issues and given the cash balance,
Regal continues to have very good liquidity that provides some
off-set.  In turn, should the relative leverage and cash flow
productivity trends continue in opposite directions, the company's
liquidity and credit profile may erode somewhat.  In the interim,
the rating outlook remains stable and Regal's SGL-1 Speculative
Grade Liquidity Rating also remains unchanged.

This summarizes the rating actions and Moody's ratings for Regal
and related entities:

Ratings and Outlook Actions:

Issuer: Regal Entertainment Group

  -- Senior Unsecured add-on Senior Notes issue assigned B3 (LGD6,
     91%)

  -- Senior Unsecured Senior Notes (Underlying issue), unchanged
     at B3 (with the LGD Assessment changed to LGD6, 91% from
     LGD6, 92%)

  -- Corporate Family Rating, Unchanged at B1

  -- Probability of Default Rating, Unchanged at B1

  -- Speculative Grade Liquidity Rating, Unchanged at SGL-1

  -- Outlook, Unchanged at Stable

Issuer: Regal Cinemas Corporation

  -- Senior Secured Bank Credit Facility, Unchanged at Ba2 (with
     the LGD Assessment changed to LGD2, 22% from LGD2, 24%)

  -- Senior Unsecured Regular Bond/Debenture, unchanged at B2
     (with the LGD Assessment changed to LGD4, 68% from LGD5, 72%)

  -- Outlook, Unchanged at Stable

                         Rating Rationale

The company's ongoing nominal free cash flow profile, its
relatively high financial leverage and a very limited ability to
repay debt from internally generated cash flow are the key
considerations that constrain ratings.  The company's historic
propensity to reward shareholders, which was very recently
reinforced, also factors into the ratings assessment.  This is
especially relevant as business conditions, in Moody's view,
deteriorate.  While cinema exhibition has an historically proven
business model, evolving consumer preferences and distribution
technologies suggest that the business is more vulnerable to
substitution than has historically been the case, and, in turn, it
may be necessary in the near future to maintain a more
conservative capital structure than has historically been the case
at any given ratings level.  Support for the ratings is provided
by the company's leading stature in the cinema exhibition
industry.  Scale and recession-tested financial performance are
positive features.  So too is the company's remaining
approximately 21.5 million unit position in National Cinemedia LLC
(approximately 19.4%); the pre-tax realization value of
approximately $345 million (assuming a per unit price of $16)
provides an important buffer of just under 7% of gross fully
adjusted debt.  With $130 million of cash balances at December 30,
2010 (pro forma for the pending redemption), modestly positive
free cash flow, no near term financial covenant pressure, and
sundry assets that could be sold for cash, the company has very
good liquidity.  This mitigates near term default risk and
supports the B1 CFR and PDR.

                          Rating Outlook

Regal's B1 CFR reflects the trade-offs between the relative
stability and the small magnitude of the company's cash flow
stream.  With no change expected in either parameter, and with
very good liquidity, the rating outlook is stable.

                What Could Change the Rating -- Up

Given the company's ability to generate free cash flow and an
historic propensity to allocate free cash flow to equity holders,
a near term ratings upgrade is unlikely.  However, the rating
could be upgraded if the company demonstrates a clear trajectory
towards maintaining Total Debt-to-EBITDA below 5x while at the
same time maintaining free cash flow-to-debt in excess of 5%.

               What Could Change the Rating -- Down

Downward pressure on the rating could occur if the company is
unable to demonstrate an ability to sustain 2%-to-3% Free Cash
Flow-to-Total Debt.  Additionally, adverse liquidity developments,
material debt-financed acquisitions or Total Debt-to-EBITDA
leverage approaching 6x would also likely pressure the rating.

Moody's last rating action for Regal was on January 4, 2011, when
the senior unsecured debt was rated B3 and the senior secured bank
debt ratings were raised to Ba2.

The ratings were assigned by evaluating factors Moody's believe
are relevant to the credit profile of the issuer, such as i) the
business risk and the competitive position of the company versus
others in its industry, ii) the capital structure and the
financial risk of the company, iii) the projected financial and
operating performance of the company over the near-to-intermediate
term, and iv) management's track record and tolerance of risk.
These attributes were compared against other issuers both within
and outside of Regal's core industry and the ratings are believed
to be comparable to those of other issuers of similar credit risk.
The principal methodology for instrument ratings was Moody's
Probability of Default Ratings and Loss Given Default Assessments
published in June 2009.  The methodologies and factors that may
have been considered in the process of rating this issuer can also
be found on Moody's website.

                        Corporate Profile

Regal Entertainment Group is the parent company of Regal
Entertainment Holdings, Inc., which is the parent company of Regal
Cinemas Corporation and its subsidiaries.  The Company operates a
theatre circuit in the United States consisting of 6,698 screens
in 539 theatres in 37 states and the District of Columbia.  Regal
develops, acquires and operates multi-screen theatres primarily in
mid-sized metropolitan markets and suburban growth areas of larger
metropolitan markets throughout the United States.


REGAL ENTERTAINMENT: S&P Assigns 'BB-' Rating to New Loan
---------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to the new
$1.088 billion first-lien term loan due 2017 of Knoxville, Tenn.-
based motion picture exhibitor Regal Entertainment Group's
operating subsidiary, Regal Cinemas Corp.  S&P assigned the new
first-lien term loan an issue-level rating of 'BB-' (one notch
higher than S&P's 'B+' corporate credit rating on the parent
holding company).  S&P also assigned this debt a recovery rating
of '2', indicating its expectation of substantial (70% to 90%)
recovery for lenders in the event of a payment default.  Proceeds
of the borrowings from the new facilities will be used to
refinance the existing credit facility.

In addition, the company announced a $100 million add-on to its
9.125% senior notes due 2018.  The upsizing to $525 million from
$425 million does not affect S&P's 'B-' rating on the notes (two
notches lower than the 'B+' corporate credit rating) or the
recovery rating of '6', indicating its expectation of negligible
(0% to 10%) recovery for noteholders in the event of a payment
default.  Proceeds of the add-on will be used to pay down a
portion of the credit facility.  The transaction is leverage-
neutral.  S&P estimates that lease-adjusted leverage was 6.2x as
of Dec. 31, 2010.

The 'B+' corporate credit rating and stable rating outlook on
Regal remain unchanged.  The rating reflects S&P's view that the
company's aggressive financial policies will likely cause leverage
to remain elevated over the intermediate term.  Furthermore,
Regal's revenue and EBITDA trends are highly dependent on the
performance of the U.S. box office.  Other rating factors include
the company's participation in the mature and highly competitive
U.S. movie exhibition industry, exposure to the fluctuating
popularity of Hollywood films, and the long-term risk of increased
competition from the proliferation of entertainment alternatives.

                            Ratings List

                     Regal Entertainment Group
                        Regal Cinemas Corp.

      Corporate Credit Rating                    B+/Stable/--

                             New Rating

                        Regal Cinemas Corp.

          $1.088B first-lien term loan due 2017      BB-
            Recovery Rating                          2

                          Ratings Affirmed

                     Regal Entertainment Group

          $525M 9.125% senior notes due 2018         B-
            Recovery Rating                          6


RLAND PROPERTIES: Sent 15 Shopping Centers to Chapter 11
--------------------------------------------------------
The Star-Telegram reports that Rland Properties, a Colleyville,
Texas, shopping center developer, recently filed  Chapter 11
bankruptcy petitions on 15 centers in Fort Worth, Haltom City,
Crowley, Hurst, Flower Mound and Colleyville, Texas.  Rland lists
the value of the assets between $10 million and $93.5 million and
the liabilities between $5.4 million and $27.8 million, according
to court filings in the Northern District of Texas in Fort Worth,
the Star-Telegram said.  "We've parked them for the time being in
this recession," Kipp Whitman, Rland's president, was quoted as
stating.

Kristen MacBeth at BankruptcyHome.com reports that Rland
Properties filed the Chapter 11 petitions after losing control of
millions of dollars worth of property.

According to BankruptcyHome.com, earlier last summer, BBVA Compass
Bank foreclosed on Rland's shopping center in Fort Worth, later
selling the two-year old property to another investor, the Fort
Worth Star-Telegram reports.  Company officials say it is the
first project the company has lost to foreclosure in its 16 years
of industry operation.

According to the cases report for the U.S. Bankruptcy Court for
the Northern District of Texas, these related cases filed for
Chapter 11 protection on Jan. 31, 2011:

    Debtor                                Case No.
    ------                                --------
Fossil Creek Group, Ltd.                  11-40669
Tribble Hill, Ltd.                        11-40672
Prairie Creek Group, Ltd.                 11-40674
Crowley II Partners, Ltd.                 11-40675
Sendera Ranch Commercial Partners, Ltd.   11-40676
114 Partners, Ltd.                        11-40678
Corinth One Group, Ltd.                   11-40679
Hurst Group, LLC                          11-40680
Lavaca Trail, LLC                         11-40683
1171 Group, LLC                           11-40684
WS Commercial Partners, Ltd.              11-40685
287 Commercial Partners, Ltd.             11-40686
Gardens Commercial Partners, Ltd.         11-40687
Tower Commercial Partners, Ltd.           11-40688
Rivers Edge Partners, Ltd.                11-40689

The petitions were signed by K.A. Whitman, as president of the
general partner.

Fossil Creek estimated assets of up to $500,000 and debts of
$50,000 to $100,000 in its Chapter 11 petition.  A copy of Fossil
Creek's Chapter 11 petition is available at:
http://bankrupt.com/misc/txnb11-40669.pdf

The Debtors are represented by:

      Jeff P. Prostok
      FORSHEY & PROSTOK, LLP
      777 Main St., Suite 1290
      Ft. Worth, TX 76102
      Tel: (817) 877-8855
      E-mail: jpp@forsheyprostok.com

         - and -

      Lynda L. Lankford
      FORSHEY & PROSTOK, LLP
      777 Main Street, Ste. 1290
      Fort Worth, TX 76102
      Tel: (817) 878-2022
      Fax: (817) 877-4151
      E-mail: llankford@forsheyprostok.com


RUGGED BEAR: Hires K&L Gates as Counsel Despite Conflict
--------------------------------------------------------
Tim McLaughlin at the Boston Business Journal reports that the
Rugged Bear Co. hired K&L Gates LLP as its legal counsel even
though the law firm also counts TD Bank, a key creditor in the
case, as a client.  According to the report, the firm concedes in
papers filed with the court it has ongoing loyalty to both Rugged
Bear and TD Bank on unrelated matters.  But at the same time K&L
Gates will represent Rugged Bear in the restructuring of its
debts, including loans from TD Bank.  TD Bank and Rugged Bear both
have waived any conflicts.

"We have asked, and TD Bank has consented, in writing, to the
firm's continued representation of Rugged Bear," K&L Gates partner
Charles "Chuck" Dale wrote in a Jan. 25 letter filed with the
court.  " ... And the bank has further agreed that TD Bank will
not assert ... that any ethical or other impediments exist to our
representation of Rugged Bear."

According to the Business Journal the firm, however, acknowledged
that Rugged Bear's conflict waiver does not extend to the
possibility that TD Bank might commence litigation or an adversary
proceeding against Rugged Bear in its Chapter 11 reorganization
case.  "In the event of any such litigation, we will not, without
obtaining your and TD Bank's written consent, represent either
Rugged Bear or TD Bank in such litigation or adversary
proceeding," Dale wrote.

As part of the legal engagement, Rugged Bear has advanced $150,000
to K&L Gates.  The firm's partner Charles Dale, whose hourly rate
is $645 an hour, will be primary counsel.  Mr. Dale will be joined
by K&L lawyers Mackenzie Shea and Nicholas McGrath, whose hourly
rates are $400 and $330, respectively.

                       About The Rugged Bear

Headquartered in Norwood, Massachusetts, The Rugged Bear Company
is a chain of retail children's clothing stores New England, New
York and New Jersey.  It filed for Chapter 11 bankruptcy
protection on January 25, 2011 (Bankr. D. Mass. Case No. 11-
10577).  Charles A. Dale, III, Esq., at K&L GATES LLP, serves as
the Debtor's bankruptcy counsel.  Consensus Advisers, LLC, is the
Debtor's financial advisor.  The Debtor estimated its assets and
debts at $10 million to $50 million.


RUGGED BEAR: Hires Gordon Brothers for Store Closures
-----------------------------------------------------
Jon Chesto at The Patriot Ledger reports that Boston-based
Gordon Brothers was tapped to be the bidder to beat in a possible
competition to handle Rugged Bear's upcoming store closures.
Meanwhile, the Rugged Bear trademark and web site were lined up to
be sold in an auction.  The company's liquidation proposal is
scheduled to be heard by a bankruptcy court judge in Springfield
on Feb. 18, 2011.

                       About The Rugged Bear

Headquartered in Norwood, Massachusetts, The Rugged Bear Company
is a chain of retail children's clothing stores New England, New
York and New Jersey.  It filed for Chapter 11 bankruptcy
protection on January 25, 2011 (Bankr. D. Mass. Case No. 11-
10577).  Charles A. Dale, III, Esq., at K&L GATES LLP, serves as
the Debtor's bankruptcy counsel.  Consensus Advisers, LLC, is the
Debtor's financial advisor.  The Debtor estimated its assets and
debts at $10 million to $50 million.


SABERTOOTH LLC: Bankr. Ct. Can't Review Confessed Judgment
----------------------------------------------------------
Pursuant to the Rooker-Feldman doctrine, WestLaw reports, a
Pennsylvania bankruptcy court lacked subject matter jurisdiction
over a Chapter 11 debtor's claims against the assignee of notes
and a mortgage, which had obtained a prepetition confessed
judgment against the debtor in state court, despite the pendency
of the debtor's petition to open the confessed judgment.  The fact
that a direct attack on the state-court judgment in the form of
the petition to open was pending when the collateral attack on the
judgment was initiated in federal court did not make the
collateral attack any less of a collateral attack, the court
reasoned, concluding that the debtor was a state-court "loser."
The debtor complained of injuries caused by the state-court
judgment, as the asserted contractual breach was the assignee's
act of confessing judgment when no default had arisen or,
alternatively, when the contracts otherwise prohibited all
collection action. Finally, the debtor was seeking a federal
court's review of the merits of the state-court judgment, as it
was impossible for the bankruptcy court to grant the relief sought
without reviewing and negating the judgment.  In re Sabertooth,
LLC, --- B.R. ----, 2011 WL 221814 (Bankr. E.D. Pa.) (Frank, J.).

A copy of the Honorable Eric L. Frank's Opinion dated Jan. 18,
2011, is available at http://is.gd/VjQAEhfrom Leagle.com.

Single-asset real estate debtor Sabertooth, LLC, sought chapter 11
protection (Bankr. E.D. Pa. Case Nos. 09-11237) on Feb. 23, 2009.
Sabertooth is related to Gold's Gym operator and Venom Inc., which
sought chapter 11 protection (Bankr. E.D. Pa. Case No. 09-10445)
on Jan. 22, 2009.  Green Goblin, Inc., another affiliate, filed a
chapter 11 petition (Bankr. E.D. Pa. Case No. 09-11239) on Feb.
23, 2009.  The three cases are jointly administered, and the
debtors are represented by Robert Mark Bovarnick, Esq., in
Philadelphia, Pa.  The Debtors estimate their assets and debts at
less than $10 million.


SANFORD ASSOCIATES: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sanford Associates, LLC
        5178 Donner Drive
        Clinton, OH 4216

Bankruptcy Case No.: 11-50445

Chapter 11 Petition Date: February 10, 2011

Court: United States Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Michael A. Steel, Esq.
                  GOLDMAN & ROSEN
                  11 S Forge St.
                  Akron, OH 44304
                  Tel: (330) 376-8336
                  Fax: (330) 376-2522
                  E-mail: masteel@goldman-rosen.com

Scheduled Assets: $309,600

Scheduled Debts: $1,166,492

A list of the Company's five largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohnb11-50445.pdf

The petition was signed by Timothy L. Sanford, managing member.


SEAHAWK DRILLING: Asks for Court's Nod to Obtain DIP Financing
--------------------------------------------------------------
Seahawk Drilling, Inc., seeks authority from the U.S. Bankruptcy
Court for the Southern District of Texas to obtain postpetition
secured financing from a syndicate of lenders led by D.E. Shaw
Direct Capital Portfolios, L.L.C., as administrative agent.

The DIP lenders have committed to provide up to $35 million.  A
copy of the DIP credit agreement is available for free at:

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

Berry D. Spears, Esq., at Fulbright & Jaworski L.L.P., explains
that the Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

The DIP credit facility will terminate on the earliest of: (i) 180
days from the Closing Date; (ii) 45 days after the commencement of
the Chapter 11 Cases if a final court order in form and substance
acceptable to the Agent in its discretion approving the DIP Credit
Facility has not been entered to by the Court on or prior to the
date; (iii) the earlier of the effective date and the date of the
substantial consummation, in each case, of a plan of
reorganization that has been confirmed by an order of the Court;
(iv) the entry of a court order by the Court approving the sale of
any collateral or any material assets of any of the Debtors
without the consent of the Agent; (v) 60 days after the
commencement of the Chapter 11 cases if, by that date, the Debtors
have not entered into a binding Asset Purchase Agreement providing
for the sale of substantially all of the assets or equity
interests of the Debtors, which sale will have been approved by
the Court and which will provide for the payment of cash
consideration that is sufficient to pay in full all amounts due
and owing under the DIP Credit Facility, including, without
limitation, principal, interest, fees and other amounts then due
and owing; (vi) 120 days after the commencement of the Chapter 11
cases if, by that date, the Debtors have not closed and
consummated the sale of substantially all of the assets or equity
interests of the Debtors, which sale will have been approved by
the Court and will be satisfactory to the Agent in all respects;
or (vii) the date on which the DIP Credit Facility will become due
and payable upon the acceleration thereof in accordance with the
terms of the DIP Documents.

The DIP Credit Facility will bear interest at a floating rate per
annum equal to the sum of: (i) a margin of 12%, plus (ii) the
higher of (A) the LIBO Rate, and (B) 3.00%.  Upon the occurrence
and during the continuance of an Event of Default, all outstanding
obligations will bear interest at the otherwise applicable
interest rate plus 3%.

There will be an Upfront Fee of 3.0% of the full $35 million
committed amount of the DIP Credit Facility, due on the Closing
Date.

The Debtors will pay to Direct Capital a fully-earned, non-
refundable $500,000 Commitment Fee as is set forth in the
Commitment Letter.

The Debtors have paid a cash deposit to Direct Capital for the
expenses, which currently exceeds $75,000, and which xpense
Deposit (a) will secure the Debtors' obligation to reimburse
Direct Capital (and its affiliates and designees) for the
expenses, and (b) will be applied against the expenses as they are
incurred.  In the event that, as a result of application, the
amount of the Expense Deposit declines to $10,000, the Debtors
will pay to Direct Capital in cash an amount to be added to the
Deposit that will top-up the total amount of the Expense Deposit
to $75,000.  If the DIP Credit Facility fails to close with the
DIP Lenders and the aggregate Expenses are less than the aggregate
Expense Deposit (as determined by Direct Capital), then Direct
Capital will pay to the Debtors (within 5 days of verbal or
written notice from the Debtors) the amount by which the aggregate
Expense Deposit exceeds the aggregate Expenses (as determined by
Direct Capital).

The Debtors will pay an Exit Fee, which will be calculated as the
variable percentage of the full committed amount of the DIP Credit
Facility, due upon the earlier of Maturity or any prepayment or
refinancing of the DIP Credit Facility.  The percentage is based
on the date that the Exit Fee is due.

  Days From Closing                Exit Fee Percentage
  -----------------                -------------------
         1-59                               6%
        60-74                             5.5%
        74-89                               5%
        90-104                            4.5%
       105-119                              4%
       120-134                            3.5%
       135-180                              3%

The DIP Credit Facility will be secured by a first priority lien
and security interest in all assets, including tangible and
intangible assets, working capital assets, avoidance actions (but
only if the avoidance actions are approved as part of such
collateral in the final court order), and stock of the Debtors.
All existing secured lenders will consent to the priming of their
respective liens by the liens to be granted by the Debtors in
connection with the DIP Credit Facility or the Court will order
such priming pursuant to the interim court order and final court
order or, in the case of the pre-petition revolving credit
facility, the Court authorizes payment in full of the facility and
the release of all liens securing same.  Accordingly, all loans,
advances and other obligations, liabilities and indebtedness of
the Debtors to the Agent and the DIP Lenders will be secured by
valid, perfected and enforceable first priority liens and security
interests in all assets of the Debtors, real and personal, now
existing or hereafter arising.

The DIP lien is subject to a an up to $3 million carve-out for
U.S. Trustee and Clerk of Court fees, fees payable to professional
employed in the Debtors' case; and fees of the committee in
pursuing actions challenging the DIP Lenders' lien.

The DIP Credit Facility will be prepaid by an amount equal to 100%
of the net cash proceeds of all customary mandatory prepayment
events, including asset sales (other than sales of assets other
than the Rigs in the ordinary course of business, provided that
such ordinary course sales will not exceed $100,000 in any month),
tax refunds, casualty events, debt issuances and equity issuances
by the Debtors.

All advances under the DIP Credit Facility will be subject to a
detailed rolling 13-week cash flow budget, a copy of which is
available for free at:

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

                     About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.  It filed for Chapter 11 bankruptcy protection
on February 11, 2011 (Bankr. S.D. Tex. Case No. 11-20089).

Affiliates Seahawk Drilling LLC (Bankr. S.D. Tex. Case No. 11-
20088), Seahawk Drilling, Inc. (Bankr. S.D. Tex. Case No. 11-
20089), Seahawk Mexico Holdings LLC (Bankr. S.D. Tex. Case No. 11-
20090), Seahawk Drilling Management LLC (Bankr. S.D. Tex. Case No.
11-20091), Seahawk Offshore Management LLC (Bankr. S.D. Tex. Case
No. 11-20092), Energy Supply International LLC (Bankr. S.D. Tex.
Case No. 11-20093), Seahawk Global Holdings LLC (Bankr. S.D. Tex.
Case No. 11-20094), and Seahawk Drilling USA LLC (Bankr. S.D. Tex.
Case No. 11-20095) filed separate Chapter 11 petitions.

Berry D Spears, Esq., and Johnathan Christiaan Bolton, Esq., at
Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy
counsel.  Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serve as
the Debtors' co-counsel.  Alvarez And Marsal North America, LLC,
is the Debtors' restructuring advisor.  Simmons And Company
International is the Debtors' transaction advisor.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.


SEAHAWK DRILLING: Taps Fulbright & Jaworski as Gen. Bankr. Counsel
------------------------------------------------------------------
Seahawk Drilling, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Fulbright & Jaworski L.L.P., as general bankruptcy counsel.

Fulbright & Jaworski will, among other things:

     (a) represent the Debtors in cash collateral and debtor-in-
         possession financing negotiations and litigation;

     (b) represent the Debtors in any asset sales and other
         liquidity transactions;

     (c) represent the Debtors concerning disposition of their
         executory contracts;

     (d) assist the Debtors in the development, negotiation,
         litigation and confirmation of a Chapter 11 plan of
         reorganization and the preparation of a disclosure
         statement or statements in respect thereof, concerning
         treatment of secured and unsecured claims including both
         trade debt and bank debt.

Fulbright & Jaworski will be paid based on the rates of its
professionals:

         Berry D. Spears                   $875
         P. Kevin Trautner                 $650
         Frank T. Garcia                   $780
         Nina B. Skinner                   $500
         Johnathan C. Bolton               $520
         Susan H. Lawhon                   $500
         Travis A. Torrence                $410
         Bob B. Bruner                     $330
         Casey Mucha                       $150

Berry D. Spears, a partner at Fulbright & Jaworski, assures the
Court that the firm is a "disinterested person" as that term
defined in Section 101(14) of the Bankruptcy Code.

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.  It filed for Chapter 11 bankruptcy protection
on February 11, 2011 (Bankr. S.D. Tex. Case No. 11-20089).

Affiliates Seahawk Drilling LLC (Bankr. S.D. Tex. Case No. 11-
20088), Seahawk Drilling, Inc. (Bankr. S.D. Tex. Case No. 11-
20089), Seahawk Mexico Holdings LLC (Bankr. S.D. Tex. Case No. 11-
20090), Seahawk Drilling Management LLC (Bankr. S.D. Tex. Case No.
11-20091), Seahawk Offshore Management LLC (Bankr. S.D. Tex. Case
No. 11-20092), Energy Supply International LLC (Bankr. S.D. Tex.
Case No. 11-20093), Seahawk Global Holdings LLC (Bankr. S.D. Tex.
Case No. 11-20094), and Seahawk Drilling USA LLC (Bankr. S.D. Tex.
Case No. 11-20095) filed separate Chapter 11 petitions.

Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serve as the
Debtors' co-counsel.  Alvarez And Marsal North America, LLC, is
the Debtors' restructuring advisor.  Simmons And Company
International is the Debtors' transaction advisor.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.


SEAHAWK DRILLING: Wants to Sell Substantially All of Assets
-----------------------------------------------------------
Seahawk Drilling Inc., et al., ask for authorization from the U.S.
Bankruptcy Court for the Southern District of Texas to sell
substantially all of the Debtors' assets to Hercules Offshore,
Inc., and SD Drilling LLC.

In February 2011, the Board authorized the Debtors to enter into
an Asset Purchase Agreement with Hercules Offshore.  A copy of the
agreement is available for free at:

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

The executed APA contemplates the acquisition by Hercules or one
or more of its subsidiaries of substantially all of the assets and
jackup rigs of the Debtors through a sale.  The aggregate
consideration for the Purchased Assets is (a) 22,321,425 shares of
Hercules Common Stock plus (b) cash in an amount equal to
$25,000,012.  Using the closing stock price of Hercules' stock as
of February 10, 2011, the Base Aggregate Consideration would be
valued at approximately $105 million before any adjustments.  The
Base Aggregate Consideration is to be payable at closing by the
Purchaser to the Debtors.

Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offers rigs and drilling crews on a day rate
contractual basis.  It filed for Chapter 11 bankruptcy protection
on February 11, 2011 (Bankr. S.D. Tex. Case No. 11-20089).

Affiliates Seahawk Drilling LLC (Bankr. S.D. Tex. Case No. 11-
20088), Seahawk Drilling, Inc. (Bankr. S.D. Tex. Case No. 11-
20089), Seahawk Mexico Holdings LLC (Bankr. S.D. Tex. Case No. 11-
20090), Seahawk Drilling Management LLC (Bankr. S.D. Tex. Case No.
11-20091), Seahawk Offshore Management LLC (Bankr. S.D. Tex. Case
No. 11-20092), Energy Supply International LLC (Bankr. S.D. Tex.
Case No. 11-20093), Seahawk Global Holdings LLC (Bankr. S.D. Tex.
Case No. 11-20094), and Seahawk Drilling USA LLC (Bankr. S.D. Tex.
Case No. 11-20095) filed separate Chapter 11 petitions.

Berry D Spears, Esq., and Johnathan Christiaan Bolton, Esq., at
Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy
counsel.  Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serve as
the Debtors' co-counsel.  Alvarez And Marsal North America, LLC,
is the Debtors' restructuring advisor.  Simmons And Company
International is the Debtors' transaction advisor.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.


SECUREALERT INC: Inks GPS Monitoring Contract in Mexico
-------------------------------------------------------
SecureAlert Inc. has reached a historic agreement with the Federal
Government of Mexico to provide Electronic Monitoring for
offenders in 2011 on behalf of the Secretary of Public Security
and the citizens of Mexico.

With this contract award, SecureAlert, VR Global Security
Consulting and International Surveillance Services Corporation
have partnered to deliver a central and dynamic monitoring center
capability in Mexico City that will monitor offenders 24 hours a
day, 7 days a week, 365 days a year throughout Mexico, utilizing
SecureAlert's real-time TrackerPALTM portfolio of GPS devices and
reliable real-time monitoring technologies.

"This is truly a historical day, both for the people and the
Federal Government of Mexico, as well as for SecureAlert and its
partners, who have all worked tirelessly for years together", said
John L. Hastings III, President and Chief Operating Officer of
SecureAlert, Inc.  "This is a transformational public safety
initiative and we are fully committed to delivering to Mexico the
most highly reliable Electronic Monitoring, Offender Tracking and
GPS solution available in the global marketplace today.

"Recent large and significant public safety commitments and
contracts in Mexico, The Bahamas, Brazil and Alaska further
demonstrate how far SecureAlert, Inc. has come in listening to the
global marketplace, focusing on quality and reliability, and of
being attentive to the specific cultural and local needs of its
government customers and the citizens they represent," concluded
Hastings.

                         About SecureAlert

Headquartered in Sandy, Utah, SecureAlert, Inc. (formerly
RemoteMDx, Inc.) (OTC BB: RMDX) -- http://www.securealert.com/--
and subsidiaries market and deploy offender management programs,
combining patented GPS tracking technologies, fulltime 24/7/365
intervention-based monitoring capabilities and case management
services.

During the fiscal year ended September 30, 2010, the Company had
net revenues of $12.4 million compared with net revenues of
$12.6 million for the fiscal year ended September 30, 2009, a
decrease of 1%.

The Company's balance sheet at September 30, 2010, showed
$11.19 million in total assets, $8.06 million in total liabilities
and $3.13 million in total equity.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, noted that the
Company has incurred losses, negative cash flows from operating
activities and has an accumulated deficit.  These conditions raise
substantial doubt about its ability to continue as a going
concern, according to the auditors.


SHALAN ENTERPRISES: Can Sell Las Vegas Property for $290,000
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has granted Shalan Enterprises, LLC, permission to sell its real
property commonly known as 2777 Paradise Road, Unit 2105, in Las
Vegas, Nevada, to the Robert A. Green Living Trust, for the total
sum of $290,000.

The holder of the first deed of trust on the Property, Bank of
America, N.A., has agreed to accept less than the full amount due
on the Property (approximately $223,691).

                     About Shalan Enterprises

Marina Del Rey, California-based Shalan Enterprises, LLC, a Nevada
limited liability company, was formed in 1999 for the purpose of
owning, operating and leasing and/or selling properties.

The Company filed for Chapter 11 bankruptcy protection on
November 25, 2009 (Bankr. C.D. Calif. Case No. 09-43263).  The
Company has assets of $12,540,000, and total debts of $7,426,313.

The Debtor's case is substantively consolidated with Alan
Rapoport, the manager of the Debtor.  Mr. Rapoport filed for
Chapter 11 on November 30, 2009 (Bankr. C.D. Calif. Case No.
09-43499).

Joseph A. Eisenberg, Esq., at Jeffer Mangels Butler & Mitchell
LLP, in Los Angeles, Calif., represent the Debtors as counsel.


SMITHFIELD FOODS: Moody's Upgrades Corporate Family Rating to 'B1'
------------------------------------------------------------------
Moody's Investors Service upgraded Smithfield Foods Inc.'s
corporate family and probability of default ratings to 'B1' from
'B2' given the company's material and permanent debt reduction
following strong operating performance since the beginning of 2010
and particularly during the first two quarters of the company's
fiscal 2011 due to the combination of strong pork industry
fundamentals, commitment to deleveraging, and benefits from its
pork restructuring initiated in February 2009.  Smithfield's
liquidity is expected to remain strong despite headwinds from high
corn prices.  Moreover, Moody's believes that as the current peak
cycle performance wears off the company will continue to reflect
credit metrics consistent with a B1 corporate family rating.  The
company has repaid a significant amount of long term debt - about
$900 million during fiscal 2011, lowering debt by about 30%.  The
rating outlook is stable.

Ratings Upgraded:

Smithfield Foods, Inc.

* Corporate Family Rating to B1 from B2;

* Probability of Default Rating to B1 from B2;

* Senior unsecured debt ratings to B3 (LGD5, 88%) from Caa1 (LGD5,
  84%); and

* Senior secured notes due 2014, to Ba3 (LGD3, 42%) from B1 (LGD3,
  34%).

Rating Affirmed:

* Speculative Grade Liquidity at SGL-1

The rating outlook is stable.

                        Ratings Rationale

Smithfield's B1 corporate family rating reflects its concentration
in a single protein (pork), its history of volatile financial
performance, and its low operating margins given the commodity
nature of the majority of its products.  Lately, strong industry
fundamentals driven primarily by tight hog supplies have led to
better margins in hog production and record profitability in pork
processing and packaged meats.  A pork restructuring plan
initiated in February 2009 is achieving considerable cost savings
and improved overall efficiency.  Exports should continue to
support revenue growth and pricing.

The notable increase in feed costs adds an element of uncertainty
once the company's favorable hedges begin to roll off.  However,
the company has focused on material debt reduction which mitigates
the impact of lower cash flow due to the higher input costs.

Over the long term, the company will remain vulnerable to the
inherent risks associated with unanticipated outbreaks of animal
disease, the potential for politically motivated trade barriers
and weather related challenges.

Credit metrics are expected to continue to improve modestly over
the near term due to debt repayment and near top of the cycle
operating margins.  Leverage is high at 4.1 times debt-to EBITDA
as of LTM October 2010 but trending lower and interest coverage
should strengthen to over 2 times EBITA-to-interest expense over
the near term.  Given tight supply in hogs, prices should continue
to bode well for Smithfield.  Profitability is likely to be
pressured beyond fiscal 2011 given higher input costs and the
likely increase in hog production over time.  Smithfield's current
liquidity is very good.

               What Could Change the Rating -- Down

Ratings could be lowered if debt to EBITDA is likely to be
sustained above 5 times debt-to-EBITDA or if EBITA- to- interest
expense is likely to be sustained below 2 times.

                What Could Change the Rating -- Up

A positive outlook would likely be supported if margins were
sustained despite expected pressure due to high input costs.  An
upgrade would likely require leverage reflecting greater stability
at lower than 3 times debt-to-EBITDA and cash flow that reflects
less dependence on the commodity segment of the company's
operations given its concentration in only one protein.

Moody's last rating action for Smithfield was on September 14,
2010.

Smithfield Foods, Inc., headquartered in Smithfield, Virginia, is
the world's largest pork producer and processor.  Sales for the
twelve months ended October 10, 2010 were approximately
$11.7 billion.


SOLAR ENERTECH: Reports $5 Million Net Income in Dec. 31 Quarter
----------------------------------------------------------------
Solar Enertech Corp. filed its quarterly report on Form 10-Q,
reporting net income of $5.0 million on $15.5 million of sales for
the three months ended December 31, 2010, compared with a net loss
of $3.9 million on $17.7 million of sales for the same period of
the prior fiscal year.

The Company's balance sheet at December 31, 2010, showed
$26.5 million in total assets, $13.3 million in total liabilities,
and stockholders' equity of $13.2 million.

As reported in the Troubled Company Reporter on December 22, 2010,
Ernst & Young Hua Ming, in Shanghai, the Peoples Republic of
China, expressed substantial doubt about Solar Enertech's ability
to continue as a going concern, following the Company's results
for the fiscal year ended September 30, 2010.  The independent
auditors noted of the Company's recurring losses from operations.

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

               http://researcharchives.com/t/s?7332

                       About Solar EnerTech

Mountain View, Calif.-based Solar EnerTech Corp. (OTC BB: SOEN)
-- http://www.solarE-power.com/- is a photovoltaic solar energy
cell manufacturing enterprise.  The Company has established a
sophisticated 67,107-square-foot manufacturing facility at Jinqiao
Modern Technology Park in Shanghai, China.  The Company currently
has two 25MW solar cell production lines and a 50MW solar module
production facility.

Solar EnerTech has also established a Joint R&D Lab at Shanghai
University to develop higher efficiency cells and to put the
results of that research to use in its manufacturing processes.


SOUTH EDGE: Appeals Chapter 11 Ruling and Trustee Appointment
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that South Edge LLC appealed last week's ruling by the
bankruptcy judge that put it into Chapter 11 reorganization
involuntarily.  Mr. Rochelle adds South Edge also appealed from a
second ruling ousting management and placing the reorganization in
the hands of a Chapter 11 trustee.

Mr. Rochelle recounts that U.S. Bankruptcy Judge Bruce A. Markell,
in his opinion delivered from the bench, put South Edge into
Chapter 11 because more than $320 million has been in default
since 2008.  He said the lenders didn't need to prove the exact
amount by which their claims exceeded the value of South Edge's
Inspirada project.  Without deciding if there was gross
mismanagement, Judge Markell appointed a trustee after finding
there was a deadlock in management that prevented the filing of
lawsuits against the homebuilders who are the ultimate owners of
Inspirada.

Mr. Rochelle notes that South Edge elected to have the appeal
heard by a district judge and not by a panel of three bankruptcy
judges on the Bankruptcy Appellate Panel.

                         About South Edge

Las Vegas, Nevada-based South Edge LLC owns the Inspirada project,
an uncompleted 2,000-acre residential development in Henderson,
Nevada, about 16 miles (26 kilometers) southeast of Las Vegas.
The eight owners of the project include an affiliate of KB Home, a
49% owner.  Other owners are Coleman Toll LP with 10.5%, Pardee
Homes Nevada Inc. with 4.9%, Meritage Homes with 3.5%, and Beazer
Homes USA Inc. with 2.6%.

JPMorgan Chase Bank N.A. and two other lenders filed an
involuntary petition on December 9, 2010, in Las Vegas against
South Edge LLC (Bankr. D. Nev. Case No. 10-32968). The lenders
who filed the involuntary petition are part of a group that
provided a $595 million credit.  New York-based JPMorgan is a
lender and agent for the lenders.  Other lenders filing the
involuntary petition were Credit Agricole Corporate and Investment
Bank and Wells Fargo Bank NA.

On January 6, 2011, South Edge filed motions with the court to
dismiss the involuntary bankruptcy petition by JPMorgan Chase
Bank, N.A., Wells Fargo Bank, N.A. and Cr,dit Agricole Corporate
and Investment Bank.

The court held a trial that commenced on January 24, 2011.  On
February 3, 2011, the court denied South Edge's motions and
entered an order for relief and for the appointment of a trustee.


SPICEWOOD DEVELOPMENT: Essentially No Equity Left in Ch. 11 Estate
------------------------------------------------------------------
The Bankruptcy Administrator is appealing the bankruptcy court's
order confirming Spicewood Development, LLC's Chapter 11 Plan of
Reorganization and the final order denying the Bankruptcy
Administrator's request to convert the case to Chapter 7.

The Debtor's only asset is undeveloped real property.  The Debtor
has valued this asset at $337,000, based on a March 13, 2010
appraisal.  An independent appraiser has valued this asset at
$214,500.

In a related appeal, Forrest v. Spicewood Development, LLC, Case
No. 1:10cv96 (W.D.N.C.), the District Court held that claimant
Samantha Forrest has an allowable claim in the Debtor's bankruptcy
for $315,947.18.  According to District Judge Martin Reidinger, in
light of the Forrest ruling, it appears that there is essentially
no equity left in the bankruptcy estate.  Accordingly, Judge
Reidinger directed the Bankruptcy Administrator and Spicewood to
file supplemental briefs advising the District Court of their
position on the issue of whether the Court's ruling in Forrest
renders the Bankruptcy Administrator's appeal moot.

The case is United States Bankruptcy Administrator, v. Spicewood
Development, LLC, Case No. 1:10-cv-161 (W.D.N.C.).  A copy of
Judge Reidinger's February 8, 2011 order is available at
http://is.gd/yiG6VHfrom Leagle.com.

Based in Enka, North Carolina, Spicewood Development, LLC, filed
for Chapter 11 bankruptcy (Bankr. W.D.N.C. Case No. 09-10874) on
August 11, 2009.  Judge George R. Hodges presides over the case.
David G. Gray, Esq. -- judyhj@bellsouth.net -- serves as the
Debtor's counsel.  In its petition, the Debtor listed assets of
$1,192,000 and debts of $18,656.


SPITZER INDUSTRIES: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a first time B2 Corporate
Family Rating to Spitzer Industries, Inc.  Moody's also assigned a
B2 rating to the company's proposed $145 million credit
facilities, consisting of a $25 million revolver and $120 million
term loan.  The rating outlook is stable.

                        Ratings Rationale

The ratings are subject to review of final documents and terms
of the proposed term loan and revolver, including financial
covenants, restricted payments basket terms and cash flow sweep
terms.  The proposed term loan will be used to refinance existing
debt of approximately $44 million, fund a $72 million dividend to
shareholders and pay estimated fees and expenses of $4 million.

Spitzer's B2 Corporate Family Rating reflects the company's track
record through the recent energy sector trough, established and
numerous customer relationships, degree of variability in its cost
structure and low capital spending needs.  Although the majority
of the proceeds from the current transaction will be used to
finance a sizeable dividend payment, the potential for further
distributions are expected to be restrained by the terms in the
company's credit facilities, notwithstanding tax distributions.

The B2 rating is restrained by the company's small size, risks
inherent in its turnkey contracts, which comprise nearly all of
its backlog, the need to establish a history of operating as a
leveraged company in a volatile and cyclical sector, and high
leverage on a small base of fixed assets.

With total tangible assets of under $80 million as of December 31,
2010 (pro forma for the AIT acquisition in January) and pro forma
2010 EBITDA (as adjusted for operating leases) of approximately
$35 million, Spitzer is one of the smaller rated companies in the
oilfield services and energy construction peer groups.  With its
end market focus on the energy sector, the company remains exposed
to the volatility and cyclicality inherent in the sector.
Moreover, the company is fairly exposed to the onshore North
American natural gas sector, which represented over 50% of its
2010 revenue.  However, Moody's notes that the company is exposed
to several segments within the energy sector, has well established
and numerous customer relationships, has demonstrated a track
record of responding to changing dynamics in the energy sector and
generated relatively sound performance during the most recent
cyclical trough compared to certain peers.

While Spitzer's 2010 full year results reflect a recovery from the
industry downturn of 2009, sequential quarterly trends in 2010
exhibit a declining trend.  However, near term earnings should be
supported by the company's $110 million backlog, which has
experienced a sequential quarterly recovery from trough levels.
Nevertheless, there remains execution risk in the backlog, as
nearly all the backlog is comprised of turnkey contracts.  This
risk is partially offset by the small scale and short project
duration of most of the contracts in the backlog, the company's
good track record executing on turnkey projects to date and the
familiarity with the type of projects in the backlog.

Moody's estimates pro forma 2010 debt/EBITDA at 3.6x, which is
reasonable for the B2 rating.  However, with less than $20 million
of fixed assets, long term debt to fixed assets is weak and the
company needs to establish an operating history as a leveraged
company operating in a cyclical sector.  Moody's notes that the
company's low capital spending needs and the expected cash flow
sweep mechanism in the term loan should support lower long term
debt balances going forward.

The stable rating outlook assumes Spitzer will be able to improve
sequential earnings over the course of 2011 and use free cash flow
to reduce long term debt balances.  Given the company's small
size, a rating upgrade is not expected at this time,
notwithstanding a transaction that substantial increases the
company's size and scale without negatively impairing its
financial leverage profile.  On the other hand, the rating could
face downward pressure to liquidity pressures, a material decline
in the company's earnings or backlog or increased financial
leverage (over 5.0x debt/EBITDA).

The B2 senior secured ratings reflect both Spitzer's overall
probability of default, to which Moody's assigns a Probability of
Default Rating of B3, and a loss given default of LGD3 (32%).  The
revolving credit facility and term loan represent the predominance
of the capital structure and are secured by all of the company's
assets.  This results in the credit facilities being rated the
same as the B2 Corporate Family Rating under Moody's Loss Given
Default Methodology.

Spitzer Industries, Inc., is headquartered in Houston, Texas.


SPITZER INDUSTRIES: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B' corporate credit rating to Houston-based
Spitzer Industries Inc.  The outlook is stable.

At the same time, S&P assigned a preliminary 'B' issue-level
rating to Spitzer's proposed $120 million senior secured term loan
due 2017.  S&P also assigned a preliminary '4' recovery rating to
the loan, indicating expectations of an average (30% to 50%)
recovery in the event of a payment default.  The company will use
proceeds from the transaction to repay outstanding debt and to
provide a dividend to its shareholders.

"The ratings on Spitzer reflect the company's position as an
operator exposed to highly cyclical end markets, its relatively
small size and scale, its limited operating diversity, a
concentrated customer base, the low barriers to entry in Spitzer's
business space, and the company's limited liquidity," said
Standard & Poor's credit analyst Patrick Y. Lee.  "The ratings
also reflect Spitzer's moderate leverage, a history of free cash
flow generation, and minimal capital expenditure requirements."

Standard & Poor's Ratings Services classifies Spitzer's business
risk profile as vulnerable.  The company is a fabricator of energy
products and equipment for customers in end-markets such as oil
and gas production, gas processing and treating, petrochemicals
and refining, gas transmission, and subsea oil and gas production.
To service its customers, Spitzer operates three fabrication
facilities, all of which are located in the Houston area and which
together employ less than 800 individuals.  One waterfront
facility permits the company, unlike some others, to fabricate
non-truckable items that can be shipped internationally and to the
Gulf of Mexico.  Nonetheless, the fabrication business in which
Spitzer competes is a highly fragmented segment of the oilfield
services industry where barriers to entry are minimal and
competitive differentiation is difficult to gauge.

The stable outlook is based on Spitzer's generally decent revenue
stream and margins, its relatively moderate leverage, and solid
free cash flow generation.  S&P considers a downgrade to be
possible if, for an extended period of time, leverage was to
exceed the 5x area or if liquidity materially worsens to less than
$15 million.  S&P could upgrade the company if the business risk
profile were to improve, particularly through growth and
diversification of its operations, and if credit metrics were to
trend positively, including leverage under 3x on a sustained
basis.


SUNCAL COS: Seeks to Halt Exit Plans for Projects Backed by Lehman
------------------------------------------------------------------
American Bankruptcy Institute reports that SunCal Cos. is asking a
bankruptcy judge to put the brakes on 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 the bankruptcy trustee overseeing the projects.

As reported in the Troubled Company Reporter on Dec. 30, 2010,
Dow Jones Newswires' Patrick Fitzgerald said that Judge Erithe
A. Smith of the U.S. Bankruptcy Court in Santa Ana, Calif.,
approved a compromise between Lehman Brothers Holdings Inc.'s
commercial-paper unit and Chapter 11 trustee Alfred H. Siegel,
paving the way for the sale of a handful of stalled Southern
California real-estate projects Lehman helped finance in
conjunction with developer SunCal Cos.

Mr. Siegel oversees the bankruptcy cases of several SunCal real-
estate projects encompassing more than 5,000 acres in Southern
California.  According to Dow Jones, the properties at issue
include McAllister Ranch, a 2,070-acre planned residential
community near Bakersfield and a pair of developments -- McSweeny
Farms and SummerWind Ranch -- in Riverside County.

Dow Jones related that those properties, which took on more than
$300 million in debt in 2006 and 2007, were valued at just
$62 million, according to court papers filed earlier in last year.

                       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.


SYNTERRA 3020: Can Use Inland Mortgage's Cash Until February 28
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has granted Synterra 3020 Market, L.P., interim permission to use
cash collateral of Inland Mortgage Capital Corporation, from
January 31, 2011, to February 28, 2011, to meet ordinary cash
needs as well as for other purposes as may be approved in writing
by the Lender.

Pending a final hearing or entry of a final order, the total
amount of cash collateral authorized to be used will not exceed
$220,000, the approximate amount reflected in the Budget for the
time period of January 12, 2011, through February 28, 2011.

As adequate protection for the diminution in the value of the Cash
Collateral, Lender is granted a first priority security interest
in (x) the Prepetition Collateral and all postpetition proceeds
therefrom, and (y) all of the Debtor's presently owned or
hereafter acquired property and assets.

To the extent the adequate protection is insufficient to protect
the Lender's interests as result of the Debtor's use of Cash
Collateral, the Lender will have a superpriority administrative
expense claim, pursuant to Section 507(b) of the Bankruptcy Code.

Any objections to this interim order must be filed with the Clerk
of the Bankruptcy Court and served upon counsel for the Debtor on
or before February 23, 2011.  Objectors must appear at the final
hearing on the motion which will be held at 2:00 p.m. on the
February 23, 2011.

Lender is currently owed approximately $27,480,976 (inclusive of
the principal balance of $25,515,255), secured by a first priority
mortgage lien on the Debtor's real estate located at 3020-3052
Market Street in Philadelphia, Pa., and the rents and profits from
the Property and all leases of the Property.

A copy of the Budget is available for free at:

      http://bankrupt.com/misc/Synterra.OperatingBudget.pdf

                       About Synterra 3020

Philadelphia-based Synterra 3020 Market, L.P., is the master
lessor of certain real property located in the City of
Philadelphia, 27th Ward, Commonwealth of Pennsylvania and commonly
known as 3020-3052 Market Street, City of Philadelphia,
Philadelphia County, Pennsylvania.  Its primary tenants are the
University of Pennsylvania, Level 3 Communications, LLC, Synterra,
Ltd., Lincoln University, and T Mobile, AT&T.

Synterra 3020 filed for Chapter 11 bankruptcy protection on
January 12, 2011 (Bankr. E.D. Pa. Case No. 11-10205).  Albert A.
Ciardi, III, Esq., and Thomas Daniel Bielli, Esq., at Ciardi
Ciardi & Astin, P.C., in Philadelphia, Pa., serve as bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.


TANGLEWOOD FARMS: Court Denies Bid for Chapter 11 Trustee
---------------------------------------------------------
Bankruptcy Judge J. Rich Leonard denied the Bankruptcy
Administrator's emergency motion to appoint a Chapter 11 trustee
in the bankruptcy cases of Tanglewood Farms, Inc., of Elizabeth
City, and James Howard Winslow and Billie Reid Winslow.

On November 5, 2010, Adams, Martin & Associates P.A. was appointed
to serve as examiner to investigate allegations of fraud,
dishonesty, incompetence, misconduct, mismanagement, and
irregularity in the management of the Debtors' affairs.  The
examiner's report was filed on December 5, 2010.

The examiner's report made several findings.  Mr. Winslow
acknowledged that he had sold grain that he did not own, and
informed the examiner that he opened a bank account in the name of
Belvidere Farmers Exchange.  Mr. Winslow explained that he ran
Tanglewood sales through the Belvidere account so that he could
access the proceeds from grain sales.  The examiner was unable to
obtain complete records on all the entities including Belvidere
and thus recommended further investigation.  However, the
implication of the report was that Mr. Winslow had diverted
Tanglewood grain proceeds away from Meherrin Agricultural and
Chemical Company, the lien creditor entitled to them.

Testimony at the hearing revealed that the grain storage facility
owned by Tanglewood stored Mr. Winslow's grain as well as that of
other farmers.  Tanglewood would sell the commingled grain.  The
proceeds of all grain sales would go into Tanglewood's account.
Historically, Tanglewood had kept the proceeds of the other
farmers until they requested them.  Mr. Winslow testified he would
use those proceeds to fund his operations or pay other farmers as
they demanded payment.

Tanglewood and Mr. Winslow typically had enough cash on hand to
repay the farmers' proceeds with interest until operations began
to suffer in 2008 after a severe drought.  In recent years,
Meherrin financed both entities' operations in exchange for a
first priority lien on their crops.  In the year preceding the
bankruptcy filings, all of the proceeds from Tanglewood's sales
were being paid by the purchasers to Meherrin, including the
proceeds collected from the sale of other farmers' grain.  The
debtors became unable to fund ongoing operations or pay the other
farmers their proceeds because of the turn over of all crop
proceeds to Meherrin, per their lien.

In an attempt to protect the farmers whose grain he sold and free
up operating capital, Mr. Winslow sold grain in the name of
Belvidere and deposited the proceeds into the Belvidere account.
Since filing chapter 11, the Belvidere account has been closed and
no similar activity has occurred.  Critically, there is no
evidence that grain in which Meherrin had a legitimate lien was
sold in this fashion.  In fact, Merherrin, the Debtors' largest
secured creditor, opposes the motion for appointment of a trustee.

The court appointed a chief restructuring officer, Doug Gurkins,
on August 30, 2010.  Under his guidance the farming operation has
been successful.

In his February 10, 2011 Order, Judge Leonard held that the
Bankruptcy Administrator has not overcome the high standard
associated with the appointment of a chapter 11 trustee.  The
appointment of a trustee in a Chapter 11 case is an extraordinary
remedy, and there is a strong presumption in favor of allowing the
Debtor to remain in possession.

Judge Leonard held that the proceeds of Meherrin's collateral were
never diverted.  Meherrin was continually paid from the sale of
Mr. Winslow's grain by Tanglewood.  Although the Belvidere account
was a ruse, the court does not perceive any actual harm caused any
creditor by it.  Thus it does not rise to the level of gross
mismanagement or fraud.

Under the current management, the farming operation of the debtors
was a success in 2010.  If a trustee were appointed and looked at
the projections, the court suspects that he or she would largely
ratify the decisions already made by the debtors and the Chief
Restructuring Officer.  Additionally, the broad powers given to
the Chief Restructuring Officer in the Winslow case insure that
current operations are in compliance with chapter 11.

Bankruptcy courts are generally reluctant to displace the
management and control of the debtors' business unless
extraordinary circumstances warrant it.  There is no justification
for disrupting the Debtors' business.  Appointment of a Chapter 11
trustee will only result in unnecessary expense and costs to the
detriment of the Debtors' remaining creditors.

The Court anticipates that the examiner's report will be
completed, and than any confirmed plan will authorize a plan
trustee to investigate and bring any appropriate avoidance
actions.

                    About Tanglewood Farms, and
               James Howard and Billie Reid Winslow

Based in Elizabeth City, North Carolina, Tanglewood Farms, Inc.
of Elizabeth City filed for Chapter 11 bankruptcy protection on
August 20, 2010 (Bankr. E.D.N.C. Case No.10-06719).  Trawick H.
Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., represents the
Debtor.  The Debtor estimated assets between $1 million and
$10 million, and debts between $10 million and $50 million.

James Howard Winslow and Billie Reid Winslow filed for Chapter 11
(Bankr. E.D.N.C. Case No. 10-06745) on August 23, 2010.


TAYLOR BEAN: Troutman Seeks to Nix Ex-Chairman's Info Demand
------------------------------------------------------------
Bankruptcy Law360 reports that Troutman Sanders LLP has sought to
kill a subpoena sought by the ex-chairman of Taylor Bean &
Whitaker Mortgage Corp. for records he claims would help him
defend a $2 billion criminal fraud case, contending they are
privileged.

The law firm moved on behalf of itself and Taylor Bean in the U.S.
District Court for the Eastern District of Virginia on Tuesday to
quash Lee Bentley Farkas' request, according to Law360.

                         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.


TAYLOR BEAN: Again Selling Georgia Office Building
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Taylor Bean & Whitaker Mortgage Corp. is once again
planning to sell a 24,000-square-foot office building in
Lawrenceville, Georgia.  The Debtor scheduled a hearing on
March 4 to approve a sale to another buyer.

Mr. Rochelle recounts that the bankruptcy court in January
approved a sale of the building for $1.35 million.  During the
period when the buyer could perform due diligence by inspecting
the property and financial records, the buyer canceled the sale,
Mr. Rochelle relates.

According to Mr. Rochelle, this time around, the new buyer is
offering $1.25 million, a decrease of $100,000 in the purchase
price.  Taylor Bean wants the property sold unless a higher offer
turns up before the approval hearing.

                         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.


TBS INTERNATIONAL: Joseph Royce Discloses 36.7% Equity Stake
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission on February 7, 2011, Joseph E. Royce disclosed that he
beneficially owns 9,976,588 shares of common stock of TBS
International plc Class A ordinary shares representing 36.7% of
the shares outstanding.  Elaine M. Royce also disclosed beneficial
ownership of 4,778,958 shares or 21.5% equity stake.

As of  November 9, 2010, the Company had outstanding 16,571,865
Class A ordinary shares, par value $0.01 per share, and 14,740,461
Class B ordinary shares, par value $0.01 per share.

The Filing Persons made the purchases pursuant to an Investment
Agreement entered in connection with amendments to the Company's
credit facilities.

In January 2011, the Company amended its credit facilities with
its lenders.  As a condition to the Lenders' willingness to agree
to the Amendments, the Lenders required Mr. Royce to agree to
provide up to $7.58 million of new equity.  Consequently, on
January 25, 2011, the Company executed an investment agreement
with Mr. Royce for the private placement, pursuant to Section 4(2)
of the Securities Act, of Series B Preference Shares of the
Company.

The Company may, in the ordinary course of business, issue equity
securities to Mr. Royce from time to time in connection with his
employment by the Company.

                    About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- is a fully-integrated transportation
service company that provides worldwide shipping solutions to a
diverse client base of industrial shippers.

At September 30, 2010, TBS had total assets of US$906.794 million,
total debt, including current portion, of US$328.259 million, and
shareholders' equity of US$513.154 million.  TBS had working
capital deficit of US$297.663 million at September 30, 2010.

As reported in the Troubled Company Reporter on March 19, 2010,
PricewaterhouseCoopers LLP, in New York, expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company believes it will not be in compliance with the
financial covenants under its credit facilities during 2010, which
under the agreements would make the debt callable.  "This has
created uncertainty regarding the Company's ability to fulfill its
financial commitments as they become due."

TBS International in December 2010 disclosed that its various
lender groups have agreed to extend the current forbearance period
until January 31, 2011.  During such period, the lender groups
will continue to forbear from exercising their rights and remedies
which arise from the Company's failure to make principal payments
when due.  The Company will not make principal payments due on its
financing facilities during the extended forbearance period, but
it will continue to pay interest on those facilities at the
default interest rate.


TC GLOBAL: December 26 Balance Sheet Upside-Down by $6.8 Million
----------------------------------------------------------------
TC Global Inc., dba Tully's Coffee, filed its quarterly report on
Form 10-Q, reporting a net loss of $1.0 million on $9.6 million of
net sales for the thirteen weeks ended December 26, 2010 ("Third
Quarter Fiscal 2011"), compared with a net loss of $1.5 million of
$10.1 million of net sales for the thirteen weeks ended
December 27, 2009.

Tully's 2011 fiscal year ends on April 3, 2011.

The Company's balance sheet at December 26, 2010, showed
$9.4 million in total assets, $16.2 million in total liabilities,
and a stockholders' deficit of $6.8 million.

"If sales volumes decline significantly or do not meet
expectations of sustained increases during the fourth quarter of
Fiscal 2011, we do not believe that we will be able to offset such
negative trends through additional overhead cost reductions," the
Company said in the filing.

"As a result, we will not have sufficient resources to support
operations or cover our working capital and capital expenditure
requirements beyond this timeframe and, without additional sources
of capital, by the end of the First Quarter of Fiscal 2012 there
will be substantial doubt that the Company will be able to
continue as a going concern."

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

               http://researcharchives.com/t/s?7328

                         About TC Global

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.
TC Global also has the rights to distribute Tully's coffee through
all wholesale channels internationally, outside of North America,
the Caribbean and Japan.


TEAM FINANCE: Moody's Upgrades Corporate Family Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default ratings of Team Finance LLC, a subsidiary
of Team Health Holdings, Inc., to Ba3.  Moody's also upgraded the
ratings of the company's senior secured credit facility to Ba3
(LGD3, 47%).  The rating outlook was changed to stable from
positive.  Concurrently, Moody's affirmed the company's
Speculative Grade Liquidity Rating at SGL-1.

"The upgrade of the CFR reflects the continued progress in
reducing leverage through positive operating results and the
reduction of outstanding debt," said Dean Diaz, a Senior Credit
Officer at Moody's.  In December 2010, Team Health redeemed the
remaining $45.5 million of senior subordinated notes with
available cash and has bolstered organic growth with acquisitions.

The stable outlook incorporates Moody's expectation that the
company will continue to grow revenues and earnings despite
reimbursement and payor mix pressures.  The outlook also
anticipates that the company will remain disciplined in its
acquisition strategy and its expansion into newer service areas.

These ratings have been upgraded:

* Corporate Family Rating, to Ba3 from B1

* Probability of Default Rating, to Ba3 from B1

* Senior secured revolving credit facility due 2012, to Ba3 (LGD3,
  47%) from B1 (LGD3, 45%)

* Senior secured term loan due 2012, to Ba3 (LGD3, 47%) from B1
  (LGD3, 45%)

These ratings have been withdrawn:

* Senior subordinated notes due 2013, B3 (LGD6, 94%)

The Speculative Grade Liquidity Rating was affirmed at SGL-1.

                        Ratings Rationale

Team Health's Ba3 Corporate Family Rating reflects the modest
level of leverage and strong interest expense coverage realized
through earnings growth and debt repayment.  It also reflects the
company's strong competitive position in a highly fragmented
industry and stable cash flow generation.  However, the rating
also reflect risks around reimbursement and exposure to uninsured
individuals, which Moody's believe could pressure revenue and
earnings growth in the near to medium term.

If the company addresses the upcoming maturity of its credit
facility, continues to see growth in revenue and EBITDA from
existing business, and can contiune to acquire new business
without increasing leverage, there could be upward pressure on the
rating.

Conversely, if the company were to pursue material debt-financed
acquisitions or shareholder initiatives, Moody's could change the
outlook to negative or lower the rating.  Further, if
reimbursement or payor mix pressures are expected to materially
impact operating results there could be additional downward
pressure.  Other negative factors that could affect the rating
include an increase in the level of uncollectible accounts, an
increase in medical malpractice claims in excess of amounts
reserved for or the inability to retain physicians and/or hospital
contracts.

Moody's last rating action on Team Health was on February 2, 2010,
when Moody's upgraded the Corporate Family and Probability of
Default ratings to B1.  Moody's also upgraded the ratings on its
senior subordinated notes to B3.

Team Health, a subsidiary of Team Finance, based in Knoxville, TN,
is a leading provider of physician staffing and administrative
services to hospitals and other healthcare providers in the US.
For the year ended December 31, 2010, Team Health recognized net
revenue less a provision for uncollectibles of approximately
$1.5 billion.


TOUSA INC: District Judge Voids Fraudulent Transfer Judgement
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the senior Transeastern lenders to Tousa Inc. won a
victory on Feb. 11 when U.S. District Judge Alan S. Gold in Miami
reversed the bankruptcy judge and voided a fraudulent transfer
judgment where the lenders were required to post $531 million in
bonds for the right to appeal.

According to the report, Judge Gold said that Bankruptcy Judge
John K. Olson made clearly erroneous findings of fact on top of
legal errors.  Although Judge Gold voided Judge Olson's ruling, he
said the Transeastern lenders must keep their bonds in place if
the Tousa creditors' committee appeals.

Mr. Rochelle notes that Judge Gold's appeal doesn't necessarily
mean a complete loss for the creditors' committee.  Judge Olson
also voided liens given to new lenders at the same time.  The
appeal regarding the new lenders is pending before District Judge
Adalberto Jordan and isn't decided yet.

The case, Mr. Rochelle recounts, involved allegations in a lawsuit
by Tousa's creditors' committee regarding a $500 million secured
loan made six months before bankruptcy.  The loan was taken down
so Tousa could bail out and refinance a joint venture in a home
builder named Transeastern Properties Inc.

The Creditors Committee, Mr. Rochelle recalls, rested its case on
the theory that Tousa's operating subsidiaries made fraudulent
transfers because they weren't then liable to repay the maturing
Transeastern debt and received none of the benefit from the new
loans that enabled the parent to avoid default.  By ruling in
favor of creditors in October 2009, Judge Olson not only voided
the liens given by the subsidiaries to secure the new $500 million
loan, he also required the Transeastern lenders to disgorge the
proceeds they received from the new loan that paid off their
existing loan.

Judge Gold, according to Mr. Rochelle, criticized Judge Olson for
his almost-verbatim adoption of the creditors' proposed findings
of fact.  Judge Gold said that restrictions against reversing a
trial court's findings of fact are "relaxed" when the lower court
adopts one party's proposed findings.

Reversing Judge Olson on the facts, Judge Gold said that proceeds
of the new loan weren't property of the subsidiaries.
Consequently, the existing Transeastern lenders, who received
proceeds from the new loans, didn't receive a transfer of the
subsidiaries' property.  By definition, there wasn't a fraudulent
transfer as a result.

Judge Gold also reversed Judge Olson's fact findings by saying
that the subsidiaries received enough "indirect economic benefit"
so there was "reasonably equivalent value."  By receipt of
equivalent value, the subsidiaries didn't make fraudulent
transfers.

Judge Gold said that cross-default provisions in the subsidiaries'
other loans would have put them in default and sent them into
bankruptcy had they not given liens on their property to secure
the new loans that were taken down so the maturing Transeastern
loans could be repaid.  He said the new loans also gave the
subsidiaries value because they were able to have continued access
to a revolving credit that would have been defaulted otherwise.
He said that the bailout of Transeastern gave the Tousa enterprise
an additional $150 million in loan availability.

The Transeastern lenders loaned $450 million in 2005.  With
interest, Judge Olson required them to repay $480 million, Judge
Gold said.  Judge Gold's ruling doesn't necessarily mean that the
new lenders will have similar success.  However, Judge Gold's
conclusion that the subsidiaries received equivalent value may
lead to another reversal if Jordan draws the same conclusion with
regard to the new lenders.  The new Transeastern lenders who are
off the hook include Bank of America NA and Deutsche Bank Trust
Co.

Judge Gold's opinion assumes the Creditors Committee will appeal,
according to Mr. Rochelle.

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on January 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M.
Basta, Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman,
Esq., at Berger Singerman, to represent them in their
restructuring efforts.  Lazard Freres & Co. LLC is the Debtors'
investment banker.  Ernst & Young LLP is the Debtors' independent
auditor and tax services provider.  Kurtzman Carson Consultants
LLC acts as the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The Official Committee of Unsecured Creditors filed a Chapter 11
plan and explanatory disclosure statement for Tousa on July 16,
2010.


TRIBUNE CO: Bank Debt Trades at 26% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 73.92 cents-on-the-
dollar during the week ended Friday, February 11, 2011, an
increase of 0.48 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
17, 2014.  Moody's has withdrawn its rating on the bank debt.  The
loan is one of the biggest gainers and losers among 176 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Court Junks Aurelius, et al., Pleas for Documents
-------------------------------------------------------------
Bankruptcy Judge Kevin Carey denied, in part, a group of
noteholders led by Aurelius Capital Management, LP, from obtaining
certain documents from Tribune Co. and its affiliates on the
grounds that the sought documents are privileged.

Previously, the group led by Aurelius, which proposed a competing
plan of reorganization for the Debtors, served several requests
and filed motions to compel the Debtors to produce certain
documents related to talks involving settlements between the
Debtors and its officers and certain parties to the 2007 leveraged
buy-out of Tribune Company.  Those requested documents include
communications between Donald Liebentritt, Tribune's general
counsel, and the members of the Tribune Board of Directors.  The
subject settlement, which would release JPMorgan Chase Bank, N.A.,
as agent for the Debtors' prepetition senior lenders and a holder
of senior claims, from legal liability for its role in the
leverage buyout, is one of the features of Tribune's
reorganization plan opposed by noteholder Aurelius and other
lower-ranking creditors, Bloomberg News noted.

In a memorandum and order dated February 3, 2011, Judge Carey held
that these documents and information are protected from discovery:

  (1) written or oral communications between a "Mediation Party"
      and Judge Kevin Gross, the court-appointed mediator in the
      Debtors' bankruptcy cases;

  (2) written or oral communications between or among Mediation
      Parties concerning the Mediation to the extent the
      communications were exchanged by Mediation Parties who
      were present at the Mediation or were participating in the
      Mediation off-site on any Mediation Day;

  (3) written or oral communications reflecting the substance of
      any discussion between or among Mediation Parties who were
      present at the Mediation or participating in the Mediation
      off-site on a Mediation Day, or documenting any offers or
      counter-offers exchanged or agreements reached on a
      Mediation Day; and

  (4) written or oral communications between Judge Gross and the
      Examiner or the Examiner's professionals concerning the
      Mediation.

Judge Carey held that the DCL Plan Proponents -- the Debtors, the
Official Committee of Unsecured Creditors, Oaktree Capital
Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase
Bank, N.A. -- may assert a community of interest privilege for
privileged communications that were shared among the community of
interest parties in furtherance of their common interest beginning
on October 12, 2010 for all DCL Plan Proponents, and September 27,
2010 for the Debtor/Oaktree/Angelo Gordon group.

Judge Carey, however, said that Aurelius, on behalf of its managed
entities; Deutsche Bank Trust Company Americas, in its capacity as
Successor Indenture Trustee for certain series of Senior Notes;
Law Debenture Trust Company of New York, in its capacity as
Successor Indenture Trustee for certain series of Senior Notes;
and Wilmington Trust Company, in its capacity as Successor
Indenture Trustee for the PHONES Notes -- the "Noteholder Plan
Proponents" -- may seek discovery of information for the period of
time beginning December 15, 2009.

In several filings with the Court and letters sent to Judge Carey,
Aurelius asserted that the Debtors must produce the 79 documents,
all dated between September 13, 2007, and the closing of the Step
Two transaction in the leveraged buyout on December 20, 2007, on
the ground that these documents fall under the crime-fraud
exception to the attorney-client privilege and work product
doctrine.  Aurelius reiterated that the documents are relevant,
contrary to the Debtors' assertion, and relate directly to the
very transaction that is the subject of the settlement being
adjudicated in connection with confirmation.

The Debtors maintained that the communication and documents
subject to Aurelius, et al.'s Motion to Compel are privileged.  On
the point raised by Aurelius that the crime-fraud exemption is
applicable, the Debtors asserted that Aurelius has not explained
by the discovery it seeks is even relevant to the matters properly
at issue at the confirmation hearing.  The Debtors argued that
Aurelius has not shown (1) a prima facie case of crime or fraud,
and (2) that the privileged communications were in furtherance of
the crime or fraud.

The Special Committee of the Board of Directors of Tribune Co.
told the Court that it has produced more than 200 documents to
Aurelius and alleged that Aurelius recreation of certain Special
Committee privilege log entries is inaccurate and misleading where
some portions of certain entries on the log were omitted.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: New York Tax Dept. Objects to Competing Plans
---------------------------------------------------------
In separate papers filed with the Court, the New York State
Department of Taxation and Finance opposes confirmation of these
Chapter 11 Plans:

  * the First Amended Joint Plan of Reorganization filed by the
    Debtors; the Official Committee of Unsecured Creditors;
    Oaktree Capital Management, L.P.; Angelo, Gordon & Co., L.P.,
    and JPMorgan Chase Bank, N.A. -- the DCL Plan;

  * the Amended Joint Plan of Reorganization proposed by King
    Street Acquisition Company, L.L.C., King Street Capital,
    L.P., and Marathon Asset Management, L.P. -- the Bridge Plan;
    and

  * the Joint Plan of Reorganization proposed by Aurelius
    Capital Management, LP, on behalf of its managed entities;
    Deutsche Bank Trust Company Americas, in its Capacity as
    successor indenture trustee for certain series of senior
    notes, Law Debenture Trust Company of New York, in its
    capacity as successor indenture trustee for certain series
    of senior notes and Wilmington Trust Company, in its
    capacity as successor indenture trustee for the Phones notes
    -- the Noteholder Plan.

DTF asserts claims against certain of the Debtors for various
assessments for corporation income taxes, sales taxes, withholding
taxes and real estate transfer taxes owing by these companies to
the state of New York.

DTF objects to confirmation of the Plans for these reasons:

  (a) the exculpation provisions of the DCL Plan would preclude
      DTF from pursuing non-debtor individuals who are
      potentially liable under the New York State Tax Law for
      unpaid sales taxes and withholding taxes;

  (b) the Plans fail to include a default provision; and

  (c) the Plans improperly attempt to cut off DTF's rights of
      setoff and recoupment.

Norman P. Fivel, Esq., assistant attorney general for the State of
New York, in Albany, New York -- Norman.Fivel@ag.ny.gov --
elaborates that the DCL Plan fails to provide priority tax
creditors with an adequate remedy in the event the Debtors default
in making the required payments.  Absent appropriate default
language, priority tax creditors would be required to pursue
collection proceedings in the Court if the Debtors default under
the Plan, he asserts.  He further avers that the injunction
provisions improperly attempt to enjoin creditors from exercising
their rights of setoff, which are explicitly protected under
Section 553 of the Bankruptcy Code.  The exculpation provisions of
the DCL Plan should not extend to non-debtors as with respect to
the injunction, he insists.

                       The Competing Plans

The Honorable Kevin J. Carey has scheduled a hearing for
10:00 a.m. on March 7, 2011, to consider confirmation of one of
the three plans of reorganization proposed for Tribune Company and
certain of its subsidiaries in its chapter 11 proceeding.  Judge
Carey approved a General Disclosure Statement and three Specific
Disclosure Statements describing the competing plans on Dec. 9,
2010.  The competing plans before the Court are proposed by:

(1) Tribune Company and its debtor affiliates, the Official
    Committee of Unsecured Creditors, Oaktree Capital
    Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan
    Chase Bank, N.A.;

(2) Aurelius Capital Management, LP, Deutsche Bank Trust
    Company Americas, Law Debenture Trust Company of New York,
    and Wilmington Trust Company; and

(3) King Street Acquisition Company, LLC, King Street Capital,
    LLP and Marathon Asset Management, L.P.

King Street, et al., known as the Bridge Lender Group, have
withdrawn their proposed Chapter 11 plan.  They have agreed to
support the Chapter 11 plan proposed by the Debtors.

Jan. 28, 2011, is the deadline for creditors to cast their ballots
to accept or reject the Plans.  Confirmation objections must be
filed and served by Feb. 15, 2011.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRIBUNE CO: Parties File Plan & LBO-Related Discovery Requests
--------------------------------------------------------------
Parties-in-interest in Tribune Co.'s bankruptcy cases filed
notices of deposition of these parties:

  * Aurelius Capital Management, L.P.
  * Centerbridge Partners, LLP
  * Deutsche Bank Trust Company Americas
  * Law Debenture Trust Company of New York
  * Wilmington Trust Company
  * Jeffrey H. Aronson
  * Mark Brodsky of Aurelius Capital
  * Daniel Gropper of Aurelius Capital
  * Vivek Melwani of Centerbridge Partners
  * Bruce Karsh
  * Kenneth Liang
  * Wayne Smith

Topics of deposition include, among other things, any analysis,
evaluation, and valuation of the leveraged buyout causes of
action and any other causes of action or claims preserved under
the DCL Plan, the Noteholder Plan or the Bridge Lender Plan.  The
analysis, evaluation, negotiation, and communications concerning
the DCL Plan, including, without limitation, the confirmation of
the Plan, the good faith of the proponents in propounding that
Plan, the feasibility of the Plan, the compliance of that Plan
with Section 1129 of the Bankruptcy Code, any tax issue relating
to the Plan, potential creditor recoveries, classification of
claims, voting processes, Preserved Causes of Action, including,
but not limited to, the merits of those claims, potential
defendants, and potential recoveries, and the decision to oppose
the DCL Plan.

               Service of Discovery Requests

Aurelius and Law Debenture Trust Company of New York continue to
serve notices of deposition and subpoenas to:

  * Gavin Baiera,
  * Thomas Fuller,
  * Bruce Karsh,
  * Kenneth Liang,
  * Wayne Smith
  * Miriam Kulnis
  * Peter Knapp
  * Eddy Hartenstein
  * Chandler Bigelow
  * Daniel Kazan
  * Donald Liebentritt
  * Robert Bellack
  * Mark Shapiro
  * Mary Agnes Wilderotter

Subpoenas have been delivered to:

  * David S. Kurtz, c/o Arthur H. Ruegger at SNR Denton
  * Thane W. Carlston at Moelis & Co
  * Nils Larsen, c/o Andrew Vail at Jenner & Block LLP
  * Donald Bernstein of Davis Polk & Wardwell LLP
  * Howard Seife at Chadbourne & Parke LLP
  * Roseanne Kurmaniak at Citigroup, Inc.
  * James Conlan at Sidley Austin LLP
  * Robert T. Kirchner
  * Bruce Bennett
  * William A. Niese
  * Bryan Whittman

             Objections to Discovery Requests

The Official Committee of Unsecured Creditors complained to Judge
Carey on the subpoenas served by Aurelius and Law Debenture saying
the subpoenas did not contain any instructions limiting the scope
of the requests to the respective roles of the individuals working
for the Committee.  The Creditors' Committee and Buena Vista
Television, LLC, complained that Aurelius' discovery requests are
too broad.

The Committee also said that, in light of the impending discovery
cut-off, the DCL Plan Proponents asked the Court to require
Aurelius to review certain documents that are purportedly being
withheld on the basis of privilege and provide the DCL Plan
Proponents with a document-by-document privilege log as to those
documents, and produce documents regarding its acquisition of its
Tribune assets.

The Debtors asked Judge Carey to quash the deposition notice of
their counsel, James F. Conlan, Esq., at Sidley Austin, because
the information in his possession is protected by attorney-client
privilege, common interest, and work product privileges.  The
Creditors' Committee likewise asked the Court to quash the
deposition notice of its counsel, Howard Seife, Esq., at
Chadbourne & Parke, LLP, on the same grounds.

JPMorgan Morgan Chase Bank, N.A., also asked the Court to quash
the deposition notice of its primary outside bankruptcy counsel,
Donald Bernstein, Esq., because any non-privileged information Mr.
Bernstein possesses about the LBO settlement negotiations are
redundant of the information from Miriam Kulnis, Esq., who will be
deposed by Aurelius.

Oaktree Capital Management, L.P., and Angelo, Gordon & Co.
L.P. opposed the deposition of its lead lawyer noting that Law
Debenture is proceeding with depositions of two principals of
each of Oaktree and Angelo Gordon and has sought and received
substantial discovery from the two companies.

Zwerdling, Paul, Kahn & Wolly, P.C., counsel for the Washington-
Baltimore Newspaper Guild, Local 32035, told the Court that all
non-privileged documents responsive to the discovery requests were
produced, contrary to Aurelius' assertion.

Other parties-in-interest, like Teitelbaum & Baskin, LLP, which
serves as counsel to William A. Niese, a retiree serving on the
Creditors' Committee, complained that Aurelius misstates the facts
and does not accurately report the discussions with its counsel
during the meet-and-confer discussions about the document
production made in response to the subpoenas.

Warner Brothers Television Distribution, Inc., debunked Aurelius'
statement saying the company and Kirkland & Ellis LLP refused to
produce documents and communications.  Warner Brothers said the
issue of whether documents would be produced outside of its
capacity as member of the Creditors' Committee was not discussed
during the meet and confer on January 19.

                    Parties Stipulate

Aurelius sought and obtained approval of stipulations resolving
its motion to compel JPMorgan and Oaktree and Angelo Gordon to
produce certain documents related to the Federal Communications
Commission.  Full-text copies of the stipulation are available for
free at:

           http://bankrupt.com/misc/tribune7843.pdf
           http://bankrupt.com/misc/tribune7842.pdf

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TRICO MARINE: Receives Court Nod of Noteholders Settlement
----------------------------------------------------------
Trico Marine Services, Inc. disclosed that the U.S. Bankruptcy
Court for the District of Delaware approved the terms of a
settlement agreement among Trico Marine, its subsidiaries Trico
Shipping AS ("Trico Shipping") and Trico Supply AS ("Trico
Supply") (collectively "OpCo") and a steering committee of note
holders who collectively hold approximately 83% of the aggregate
principal amount of Trico Shipping's outstanding 11 7/8% senior
secured notes due 2014.

Under the settlement agreement, Trico Marine has agreed to
compromise its outstanding claims against OpCo.  Trico Marine will
receive 5% of the new common stock of a reorganized OpCo along
with warrants to acquire an additional 10% of the new common
stock, as well as other consideration.

In conjunction with the settlement agreement, in order to
implement the debt-for-equity swap, Trico Shipping expects to
launch an out-of-court exchange offer and related solicitations
shortly for Note holders to exchange their Notes for a pro rata
share of the new common stock of reorganized OpCo, and enter into
arrangements with the lenders under Trico Shipping's working
capital facility.

"This settlement is a major milestone for Trico Marine," said
Richard A. Bachmann, Trico Marine's Chairman of the Board of
Directors, President and Chief Executive Officer.  "This clears
the way for OpCo to significantly reduce its outstanding debt
through an Exchange Offer, enhance liquidity and provide a strong
foundation for us to continue in our overall restructuring
efforts.  We are pleased to be on the right track to effect a
consensual agreement with our creditors at Trico Marine and at
OpCo."

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Trico Marine Services Inc. won approval of the
settlement with creditors of non-bankrupt subsidiaries late last
week.

Mr. Rochelle relates that the official committee of unsecured
creditors, which previously opposed the deal, switched to
supporting the accord after bondholders enlarged the pot for
creditors of the holding company.  The U.S. Trustee unsuccessfully
opposed to the deal, contending that the settlement should only be
approved as part of a Chapter 11 plan. The Debtor argued the
business would suffer too much from delays during the plan
confirmation process.

Mr. Rochelle recounts that originally, holders of $400 million in
11.875 percent notes secured by non-bankrupt Trico operating
companies were to be given ownership of the units, which provide
subsea services.  The bankrupt Trico parent in return was to
receive warrants for 5% of common stock of the subsidiaries.
Creditors dropped their opposition when they were offered 5% of
the equity, $1 million in cash and five-year warrants for 10
percent of the stock.

                         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.


TRONOX INC: Emerges From Chapter 11
-----------------------------------
Tronox Incorporated has successfully emerged from its Chapter 11
proceedings.

"Our emergence from bankruptcy and our new capital structure is a
significant accomplishment and makes Tronox a much stronger
company for the benefit of our stakeholders, including our
customers, vendors, employees, joint venture partner and
shareholders," said Dennis L. Wanlass, Chief Executive Officer of
Tronox.  "We have successfully restructured our balance sheet
while maintaining our business relationships and significantly
improving our operating performance."  Having addressed its
substantial legacy environmental and other liabilities through a
comprehensive settlement, Tronox is now well-positioned to compete
in the titanium dioxide and specialty chemical industries.
Wanlass added:  "We emerge with a portfolio of world class
titanium dioxide and mineral sands assets and our electrolytic
business units strategically positioned to provide our customers
around the globe with a reliable supply of high quality products
and services.  On behalf of the management team, I would like to
thank the Tronox and Tiwest joint venture employees worldwide for
their hard work and dedication throughout this process, and our
customers and suppliers for their continued support."

                          About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until September 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of December 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On November 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated November 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TWO DETROIT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Two Detroit Street, Inc.
        dba The Shores Waterfront Restaurant
        fdba Successor by Merger to Tonawanda Island Marine
             Development Corp.
        fdba Successor by Merger to Placid Harbour Marina
             of North Tonawanda, Inc.
        28 Red Maple Court
        Buffalo, NY 14228

Bankruptcy Case No.: 11-10396

Chapter 11 Petition Date: February 11, 2011

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Michael J. Kaplan

Debtor's Counsel: Daniel F. Brown, Esq.
                  DAMON MOREY LLP
                  The Avant Building
                  200 Delaware Avenue, Suite 1200
                  Buffalo, NY 14202-2150
                  Tel: (716) 856-5500
                  E-mail: dbrown@damonmorey.com

Scheduled Assets: $1,178,943

Scheduled Debts: $1,313,672

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/nywb11-10396.pdf

The petition was signed by Michael R. Charnock, president.

Debtor-affiliates that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Michael R. Charnock, Sr. and
Nancy C. Charnock                      06-01533   06/08/06


ULTIMATE ACQUISITION: Employee Files Class Action Over Firings
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ultimate Electronics was sued in bankruptcy court for
violating the Worker Adjustment and Retraining Notification Act by
failing to give required notice of mass firings.

Bankruptcy Law360 reports that Brenda Goentzel, a former employee,
accused Ultimate Acquisition Partners LP of failing to provide its
workers with the required 60 days notice prior to their
termination.  The said layoffs affected 170 employees.

                     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.


ULTIMATE ACQUISITION: Wins Court's OK to Liquidate 46 Stores
------------------------------------------------------------
Bankruptcy Law360 reports that Ultimate Electronics' parent
companies received bankruptcy court approval Friday to begin
conducting going-out-of-business sales at the retail chain's 46
stores.

Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware signed an order approving the retention of
liquidating consultants to facilitate the sales and greenlighting
procedures, according to Law360.

As widely reported, Ultimate Acquisition Partners LP and CC Retail
LLC, the companies behind Ultimate Electronics, are scrapping
plans to reorganize the electronics retailer around their
profitable stores and instead are now seeking to liquidate all 46
locations.

                      Creditors' Objection

Dow Jones' DBR Small Cap reported that unsecured creditors are
protesting the "defective sale process" they said the parent
companies of Ultimate Electronics are seeking to embark on in an
effort to please their lenders.  The report relates that the
official committee representing unsecured creditors in the case
Thursday took aim at Ultimate Acquisition Partners LP and CC
Retail LLC, the companies behind the electronics retailer that
recently unveiled plans to liquidate their 46 stores.

According to DBR, the creditors claim that the companies' bid to
launch going-out-of-business sales is designed solely to benefit
their lenders, at the expense of unsecured creditors.  "This was
not a process run to maximize the value of the debtors' assets,"
the creditors said, the report notes.  "It was the vehicle chosen
by the debtors' secured lenders to assure themselves of payment in
full as quickly as possible," they added.

Under the companies' proposal, Gordon Brothers Retail Partners LLC
and Hilco Merchant Resources LLC would be brought on board to
execute the liquidation, the report adds.

                 KBCO Failed to Receive Payment

Meanwhile, the Denver Business Journal reports that Ultimate
Electronics has failed to turn over proceeds from December's sales
of a charity CD to Denver radio station KBCO.  According to the
report, the rock station each year has sold its popular "Studio C"
discs through Thornton-based Ultimate Electronics to raise funds
for Boulder County AIDS Project and Food Bank of the Rockies.
This year's sale took place Dec. 4, 2010.

According to the Denver Business Journal, KBCO parent Clear
Channel never got the money from Ultimate Electronics.  Clear
Channel also has unpaid advertising bills that Ultimate owes.
Instead, Clear Channel donated $80,000 of its own funds to Boulder
County AIDS Project and $20,000 to Food Bank of the Rockies.

                      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.


UNION CARBIDE: Moody's Raises Rating on 6.79% Bonds From 'Ba2'
--------------------------------------------------------------
Moody's Investors Service raised the rating on the 6.79%
Debentures due 2025 issued by Union Carbide Corporation to Baa3
from Ba2.

This debt was inadvertently omitted from a rating action on
November 1, 2010, when Moody's raised UCC's ratings to Baa3 due to
an internal administrative error.


WALLACE TERRACE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Wallace Terrace Apartments, Limited Ptnr
        336 Orange Street
        Charlotte, NC 28205

Bankruptcy Case No.: 11-30341

Chapter 11 Petition Date: February 11, 2011

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: Jack G. Lezman, Esq.
                  SCHWILM AND LEZMAN PA
                  181 N. Main Street, Suite 215
                  Mooresville, NC 28115
                  Tel: (704) 567-3824
                  Fax: (704) 536-0179
                  E-mail: schwilmlezman@gmail.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 Elbie Wallace, manager.


WASHINGTON MUTUAL: Disclosure Hearing Set for March 21
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Washington Mutual Inc. will seek approval of additional
disclosure materials on March 21 and seek confirmation on May 2 of
the reorganization plan modified to comply with the bankruptcy
judge's 109-page opinion on Jan. 7 finding defects in the prior
version of the plan.

As reported in the Feb. 9, 2011 edition of the Troubled Company
Reporter, Washington Mutual said that like the prior version of
the Plan, the Modified Plan contemplates, among other things,
distribution of funds to holders of allowed claims against the
estate in excess of approximately $7 billion, including
approximately $4 billion of previously disputed funds on deposit
with JPMorgan Chase Bank, N.A.  The Modified Plan is still
premised on a global settlement agreement, among certain parties
including WMI, the Federal Deposit Insurance Corporation and
JPMCC.

Mr. Rochelle relates that although WaMu believes no class is
disadvantaged by the new plan, it is nonetheless soliciting
acceptances from all but two classes of creditors.  One class not
voting again is the bank subsidiary's senior noteholders who
aren't adversely affected.  Among the voting classes are seven
that didn't vote on the prior plan because they were to be paid in
full.  In the new plan, to comply with the judge's dictates, all
creditors are being given the option both to vote for or against
the plan and to opt out of releases being given to third parties.
The judge in her opinion said it was fair for a creditor to
forfeit a distribution under the plan in return for the ability to
sue third parties.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WASHINGTON MUTUAL: Files Motion to Return Rights Offering Payments
------------------------------------------------------------------
BankruptcyData.com reports that Washington Mutual filed with the
U.S. Bankruptcy Court a motion for an order authorizing the return
of payments made pursuant to the rights offering related to the
Debtors' Sixth Amend Chapter 11 Plan.

BankruptcyData.com had reported that the Court said the rights
offering must allow all holders of PIERS Claims, regardless of the
size of their claims, the opportunity to participate in the rights
offering.  The payments to be returned would total over $31.6
million.

                       About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WASHINGTON MUTUAL: Insurer Seeks Quick Win in $4.5M Coverage Row
----------------------------------------------------------------
Bankruptcy Law360 reports that First American Title Insurance Co.
has said the Federal Deposit Insurance Corp. lost its right to
enforce an obligation to reimburse Washington Mutual Bank NA for a
$4.5 million mortgage scam following WaMu's post-bankruptcy sale
to JPMorgan Chase Bank NA.

                       About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WATERFORD GAMING: Supplemental Bonds Won't Affect Moody's Rating
----------------------------------------------------------------
Moody's Investors Service said that Waterford Gaming, LLC's Caa3
Corporate Family Rating and negative rating outlook are not
affected by its recent supplemental indenture to its bond
indenture under its 8.625% senior unsecured notes.

Waterford is a special purpose company formed solely for the
purpose of holding its 50% partnership interest, as a general
partner, in Trading Cove Associates, a Connecticut general
partnership and the manager (until January 1, 2000) and developer
of the Mohegan Sun casino located in Uncasville, CT.  TCA receives
relinquishment fees based on certain gross revenues of the Mohegan
Sun casino, which is owned and operated by the Mohegan Tribal
Gaming Authority.


WORD WORLD: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Word World, LLC
        40 W. 23rd Street, 6th Floor
        New York, NY

Bankruptcy Case No.: 11-10543

Chapter 11 Petition Date: February 10, 2011

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: James N. Lawlor, Esq.
                  WOLLMUTH MAHER & DEUTSCH, LLP
                  One Gateway Center, 9th Floor
                  Newark, NJ 07102
                  Tel: (973) 733-9200
                  Fax: (973) 733-9292
                  E-mail: jlawlor@wmd-law.com

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

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

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

The petition was signed by Don Moody, chief executive officer and
manager.


W.R. GRACE: BNSF Seeks Reconsideration of Deal Objection Denial
---------------------------------------------------------------
BNSF Railway Company asks the Bankruptcy Court to reconsider the
Jan. 31 Order based on these factors:

(1) The statement in footnote 46, page 40 of the Memorandum
     Opinion that the Court overruled BNSF's objection to the
     motion seeking approval of the settlement with CNA
     Financial Corp. and its affiliates.  However, the Court
     actually sustained the objection.  Clarifying language was
     added to the Order approving the settlement as requested by
     BNSF.

  (2) The statement on page 40 of the Memorandum Opinion that
      "There is nothing in the Bankruptcy Code, and BNSF has
      pointed to no case law, that indicates that a plan must
      pay attorneys' fees in connection with the underlying tort
      claims or the indemnity or contribution claims arising
      from those torts." In contrast, BNSF's argument that the
      Joint Plan of Reorganization must provide for the
      allowance of its contractual rights to attorneys' fees was
      recognized and implemented by the Plan Proponents by the
      addition of Section 5.14 of the TDP, as defined in the
      Plan, which provides for allowance of those attorneys'
      fees.

  (3) BNSF's objection concerning the treatment of its state law
      contribution claims.  BNSF did not argue that holders of
      Direct Claims are being paid 100% of the value of their
      claims, while BNSF is being paid 6% of the value of its
      claims as the Court stated at page 41 of the Memorandum
      Opinion.  Rather, BNSF objected that the awarded value of
      the claim is improperly reduced, in cases where the Direct
      Claimant was exposed solely, or nearly solely, to Grace
      asbestos.  A third party, like BNSF, who is required to
      pay Grace's several share of liability through a
      derivative claim should be entitled to receive an award
      equal to the full value of Grace's share of liability, and
      not be limited to a highly reduced award solely on the
      grounds that the Direct Claimant was initially able to
      recover from that third party.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Wins Nod to Amend 2010 L/C Facility Agreement
---------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates obtained final approval
from Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware to amend their 2010 postpetition letter of
credit facility to extend the facility's stated termination date
from March 1, 2011, to March 1, 2012.

The Court, in February last year, authorized the Debtors to enter
into the Facility Agreement, which provides for a letter of credit
facility in the amount of $100 million.  The L/C Facility,
according to Adam Paul, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, enables the Debtors to provide letters of credit to
counterparties on an as-needed basis during the ordinary course of
their business operations.  The Debtors intend to maintain the L/C
Facility until they emerge from Chapter 11, Mr. Paul says.

The Debtors say they do not anticipate emerging from their Chapter
11 cases and entering into exit financing prior to March 1, 2011.
They have, therefore, negotiated and agreed upon with Bank of
America, N.A., an extension of the Stated Termination Date
until March 1, 2012.  The L/C Facility Amendment contemplates
the Debtors paying an amendment fee of $250,000, which the Debtors
believe is a fair and reasonable fee under the circumstances of
their Chapter 11 cases, for extending the L/C Facility's term for
another year.

The L/C Facility Amendment also gives the Debtors the option to
increase at any time prior to the Stated Termination Date the
total facility from $100 million to $120 million in exchange for a
total facility increase fee of 25 basis points times the entire
$20 million increase.  The option to increase the Total Facility
will allow the Debtors greater flexibility in managing their
business operations as efficiently and effectively as possible,
says Mr. Paul.  The collateral arrangements of the Facility
Agreement will cover any increase in the Total Facility.  All
other terms and conditions of the Facility Agreement remain
unchanged, including but not limited to the secured financing
arrangements.

However, the Agent and the L/C Issuers will extend the Stated
Termination Date and grant the Debtors an option to increase the
Total Facility from $100 million to $120 million only if the cash
collateral security arrangements documented in the L/C Facility
Order and the Facility Agreement continue to secure obligations
under the Total Facility, and the Debtors pay the Amendment Fee
and, if applicable, the Total Facility Increase Fee.

The Debtors assure the Court that they have negotiated the L/C
Facility Amendment with the Agent at arm's-length and in good
faith.  Entering into the L/C Facility Amendment is in the best
interest of the Debtors' estates, because the Debtors need a
letter of credit facility to conduct their daily business
operations efficiently and effectively, Mr. Paul asserts.  There
are no commercially practical alternatives to having an L/C
Facility, and were the Debtors to allow the L/C Facility to expire
without it being renewed or replaced, their business operations
could face considerable -- and entirely unnecessary -- disruption,
he adds.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Wins Nod to Extend Credit Agreement With ART
--------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates received the Bankruptcy
Court's authority to amend the credit agreement between W.R. Grace
& Co.-Conn. and Advanced Refining Technologies LLC to further
extend the agreement's termination date to February 28, 2012.

Since 2001, Grace and Chevron Products Company, a division of
Chevron U.S.A. Inc., have held ART as a joint venture, with each
party holding a 50% equity interest in the venture.

Grace and Chevron Capital Corporation, an affiliate of Chevron
USA, have entered into separate, substantially identical credit
agreements with ART under which they each provide ART with a
separate $15 million revolving line of credit.  The Grace ART
Credit Agreement expires on February 28, 2011.

The ART Credit Agreements provide financing to ART for working
capital requirements so that excess cash from ART's business
operations can be used to pay dividends to Grace and Chevron and
to fund ART growth without that cash having to be tied up to fund
periodic working capital "spikes."  In 2011 and thereafter, ART
expects to continue experiencing those spikes in working capital
requirements, and it therefore will continue to require the
existing lines of credit, particularly if excess cash has been
either distributed in dividends or used to further invest in the
ART joint venture.  For these reasons, Grace and Chevron Capital
have determined that they should extend the ART Credit Agreements'
expiration dates to February 28, 2012.

In view of the nature of ART's business operations and working
capital requirements, Grace and Chevron Capital have concluded
that it is more cost-effective to continue the existing lines of
credit than it would be for ART to hold excess cash in order to
meet fluctuations in working capital requirements if and when they
occur.

                      About W.R. Grace & Co.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring effort.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


YRC WORLDWIDE: Fitch Affirms 'CC' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed the ratings of YRC Worldwide Inc.:

  -- Issuer Default Rating at 'CC';
  -- Secured credit facility rating at 'B-/RR2';
  -- Senior unsecured rating at 'C/RR6'.

In addition, Fitch has withdrawn all ratings on YRCW's YRC
Regional Transportation, Inc. subsidiary.  YRC Regional
Transportation has no rated debt outstanding, and Fitch does not
expect the subsidiary to be an active issuer in the future.

YRCW's ratings apply to a $714 million secured revolving credit
facility, a $257 million secured term loan and a total of
$71 million in senior unsecured convertible notes.

YRCW's ratings reflect the significant risk still present in the
trucking company's credit profile, despite improving business
conditions and increased traction on cost savings.  Although
operating cash flow improved sequentially throughout 2010, free
cash flow remained negative for the full year despite very low
capital spending and the deferral of most interest and fees
associated with the company's bank facility and asset-backed
securitization facility.  The company also is not currently
contributing to its multiemployer pension plans sponsored by the
International Brotherhood of Teamsters.  In addition to weak cash
generation, risk is heightened by a relatively heavy debt burden,
although this may be at least partially addressed with the
proposed recapitalization transaction slated to occur in the next
few months.  In general, though, Fitch believes the company will
need a combination of increased volumes, higher freight yields and
reduced operating expenses to generate sufficient free cash flow
to avoid a liquidity squeeze in the next 12 to 18 months.

During 2010, YRCW experienced improvement in its overall operating
performance, especially in its Regional Transportation segment,
which has benefited from a turnaround in the Upper Midwest auto
industry.  In the fourth quarter of 2010, Regional
Transportation's tonnage per day increased a relatively solid 14%
year-over-year, while the unit's revenue per hundredweight
(revenue/cwt.) grew 1.6%, demonstrating the improving demand
conditions in its core markets.  The improvements in both measures
drove overall revenue at the unit up nearly 17% and were
responsible for a 3.9% increase in YRCW's consolidated revenue in
the quarter.  The National Transportation unit continued to
struggle, however, with daily tonnage down 7.7%, although
revenue/cwt. rose 4.2%.  National Transportation's revenue
declined 2.5% in the quarter, and with the unit comprising about
two-thirds of the company's consolidated revenue, continued
weakness in the unit's volumes will weigh on YRCW's top line until
tonnage levels improve.  Looking into 2011, Fitch expects YRCW's
business levels and revenue to strengthen modestly throughout the
year along with an improving U.S. economy.  However, customer
concerns over the company's financial condition are likely to put
some pressure on revenue growth, at least until the proposed
recapitalization is completed.

The proposed recapitalization transaction is included as a
requirement in the most recent amendment to the company's
concessionary labor agreement with the IBT.  The amendment defines
a qualifying transaction as one that reduces the amount of the
company's bank debt by at least $300 million.  YRCW is required to
enter into a memorandum of understanding with its bank group for a
qualifying transaction by Feb. 28, 2011, in order for the
concessions agreed to by the IBT to remain in effect.  In
addition, the company and the bank group must have final
documentation for the transaction completed by March 15, 2011, and
the transaction must close by May 13, 2011.  Meeting these
milestone dates is a requirement for the company's labor agreement
and its multiemployer pension plan contribution deferral agreement
(CDA) to remain in effect.  Meeting these dates also is a
requirement of the most-recent amendments to the company's credit
facility and ABS agreements.  Unless all of the relevant parties,
including the company, its bank group and the IBT, agree to a
revision of the timeline, missing these dates would nullify the
various agreements and likely force the company into bankruptcy.

No details have been made public regarding how the
recapitalization transaction will be structured.  Therefore, the
effect that the transaction will have on YRCW's ratings, if
successfully completed, is unclear.  Although a debt to equity
swap with the banks would reduce the company's debt and leverage,
it would do little to help the company's near-term free cash flow,
although it would ultimately reduce interest costs and likely
would help to convince certain of YRCW's customers that the
company was on a sounder financial footing.  More positive for the
company's credit profile would be a transaction that materially
improves the company's liquidity position in addition to reducing
its debt.  Additional liquidity would increase the company's
financial flexibility as it gains traction on volumes and
continues to restructure its National Transportation business.
Notably, on its fourth quarter earnings call, management dismissed
the idea of splitting up the National and Regional Transportation
businesses, suggesting that a sale of one of those units as part
of the recapitalization transaction is unlikely.

Aside from the recapitalization transaction, YRCW has been working
with the IBT over the past two years to reduce costs and increase
work rule flexibility.  It also has reached an agreement with the
union on an extension of its labor agreement by two years, with
the current contract now expiring in 2015.  The changes to the
labor agreement have contributed to a decline in the company's
labor costs, with salaries, wages and employee benefits declining
to 60% of revenue in the fourth quarter of 2010 from 63% of
revenue in the year-earlier period.  With the most-recent
agreement, YRCW also is slated to begin contributing to its
multiemployer pension plans in June of this year, with the company
estimating that contributions according to the revised agreement
will run at a rate of around $7 million per month.  Management
hopes that it can offset the effect of the contributions with
better labor productivity.  Fitch views the changes to wages and
work rules that the company has achieved as a positive, however,
the severely underfunded position of the multiemployer pension
plans remains a risk that ultimately could drive up the company's
required contributions.  Although information related to the
funded status of the plans is not readily available, the company
noted in its 2009 Annual Report that its contingent liability with
respect to a full withdrawal from all of the multiemployer plans
would be an estimated $7 billion.

Despite the improving market conditions and lower cost structure
arising from the IBT agreement and the restructuring of the
National Transportation segment, YRCW's credit protection metrics
remain very weak.  The company ended 2010 with $1.07 billion of
debt (face value), including $338 million of lease financing
obligations and $139 million of pension contribution deferral
obligations.  The company produced negative free cash flow
(calculated as net cash from operations less capital expenditures)
of ($18) million despite very low capital spending of only
$20 million.  Net cash from operations for the full year was only
$1.1 million.  Fitch estimates that funds flow from operations
adjusted leverage was about 9.2 times at year-end 2010.  Fitch
expects YRCW's credit profile will improve somewhat over the
course of 2011, even when excluding any effects from the proposed
recapitalization transaction, as operating leverage leads to
increased margins on higher business volumes.  Certain of the
company's credit protection metrics will be strengthened further
if the recapitalization is successful.

Liquidity at year-end 2010 totaled $196 million, including
$143 million in cash and $53 million in unrestricted revolver
availability.  Another $71 million of restricted revolver
availability was potentially available to the company with the
permission of the banks.  In the face of negative free cash flow,
liquidity was supported over the course of the year largely
through asset sales and sale-leasebacks, with proceeds from
property disposals totaling $86 million.  The company also
realized $34 million in proceeds from the sale of its YRC
Logistics business.  In 2011, liquidity will continue to be
challenged, as the company has $223 million in debt maturities
coming due over the course of the year, including $123 million of
ABS borrowings.  YRCW also plans to spend between $150 million and
$175 million on capital expenditures during the year, although it
is unclear to Fitch that the company will have sufficient
liquidity to invest at this level.  Management has forecasted
additional property sale proceeds of $40 million to $50 million in
2011, and, after availing itself of recently-enacted pension
relief legislation, it expects to contribute $30 million to its
non-union pension plans.

Arkansas Best Freight System Inc., one of YRCW's competitors and a
unit of Arkansas Best Corporation, has filed a lawsuit in Federal
court alleging that the various concessionary agreements entered
into between YRCW and the IBT violate the National Master Freight
Agreement.  The NMFA is the predominant labor agreement between
the IBT and trucking companies employing the union's members.  ABF
is seeking to nullify the revised IBT agreements with YRCW in
addition to seeking $750 million in damages.  In December 2010,
the lawsuit was dismissed on the grounds that ABF did not have
legal standing to sue.  In January 2011, ABF filed an appeal,
which media reports suggest could be heard as soon as April of
this year.  Although the ultimate outcome is unclear, if ABF is
successful in both nullifying YRCW's contract concessions with the
IBT and receiving the $750 million damage award, Fitch believes
the likelihood of YRCW filing for Chapter 11 bankruptcy protection
is high.

The rating of 'B-/RR2' on the company's secured credit facility
reflects its substantial collateral coverage and superior recovery
prospects in the 70% to 90% range in a distressed scenario.  On
the other hand, the rating of 'C/RR6' on the company's unsecured
convertible notes reflects Fitch's expectation that recoveries on
those notes would be poor, in the 0% to 10% range in a distressed
scenario.  The low level of expected recovery for the unsecured
debt is due to the substantial amount of higher-priority secured
debt in the company's capital structure.


* Great American Group Introduces Quarterly Auctions
----------------------------------------------------
Great American Group, L.L.C., will begin conducting online
auctions on a quarterly basis in 2011, focusing on specific market
sectors throughout the year.

The Company plans vertical auctions in four industry sectors,
including production/manufacturing, healthcare/technology,
construction/rolling stock/fleet, and processing equipment.

"For the past 37 years, we have conducted thousands of live and
online auctions that offer companies an efficient, cost-effective
method for the marketing and disposal of their surplus commercial
assets," said Mark Weitz, GA Industrial President.  "Based on the
quantities of the most common assets our clients bring to auction,
we've identified these vertical auctions as the most popular among
buyers nationwide."

By combining common surplus items from multiple sellers into a
single online auction and marketing the sale as a stand-alone
event, auction expenses are reduced for each seller.  "This makes
the sale attractive to sellers because the auction costs are
spread among them," Mr. Weitz said.  "Buyers also find it easier
because they have a broader range of assets to choose from within
a single auction."

Great American Group, L.L.C. -- http://www.greatamerican.com--
provides asset disposition, valuation, and appraisal services, to
retail, wholesale and industrial clients, as well as lenders,
capital providers, private equity investors and professional
service firms.  Great American Group handles the marketing
campaign for the online sale, conducts the auction and provides
payment processing services for sellers, including invoicing,
collection and disbursement of sale proceeds.  It has offices in
Atlanta, Boston, Chicago, Dallas, London, Los Angeles, New York
and San Francisco.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                          Total
                                               Total     Share-
                                   Total     Working   Holders'
                                  Assets     Capital     Equity
  Company           Ticker         ($MM)       ($MM)      ($MM)
  -------           ------        ------     -------   --------
ABRAXAS PETRO       AXAS US        178.1        (5.2)      (1.7)
ABSOLUTE SOFTWRE    ABT CN         117.9       (12.8)     (11.9)
ACCO BRANDS CORP    ABD US       1,187.7       292.8      (79.8)
AEGERION PHARMAC    AEGR US          2.9       (29.5)     (27.3)
ALASKA COMM SYS     ALSK US        624.8         2.6      (15.3)
AMER AXLE & MFG     AXL US       2,114.7        33.0     (468.1)
AMERICAN STANDAR    ASEN US          0.0        (0.1)      (0.1)
AMR CORP            AMR US      25,357.0    (2,102.0)  (3,643.0)
ANACOR PHARMACEU    ANAC US         20.4        (1.6)      (8.2)
ARKSON NUTRACEUT    AKSN US          -          (0.0)      (0.0)
ARQULE INC          ARQL US         94.1        45.1       (9.7)
ARVINMERITOR INC    ARM US       2,814.0       357.0     (990.0)
AUTOZONE INC        AZO US       5,640.5      (584.3)    (817.2)
BLUEKNIGHT ENERG    BKEP US        296.0      (427.8)    (152.8)
BOARDWALK REAL E    BOWFF US     2,343.6         -       (100.8)
BOARDWALK REAL E    BEI-U CN     2,343.6         -       (100.8)
BOSTON PIZZA R-U    BPF-U CN       112.0         2.0     (115.5)
BRAVO BRIO RESTA    BBRG US        162.8       (28.9)     (61.5)
CABLEVISION SY-A    CVC US       7,501.6      (157.7)  (6,222.8)
CABLEVISION SY-A    CVY GR       7,501.6      (157.7)  (6,222.8)
CAMPUS CREST COM    CCG US         327.5         -        (60.7)
CC MEDIA-A          CCMO US     17,393.5     1,410.4   (7,219.6)
CENTENNIAL COMM     CYCL US      1,480.9       (52.1)    (925.9)
CENVEO INC          CVO US       1,393.6       220.0     (332.5)
CHENIERE ENERGY     CQP US       1,797.0        30.3     (521.9)
CHENIERE ENERGY     C64 GR       1,797.0        30.3     (521.9)
CHENIERE ENERGY     LNG US       2,616.5      (137.1)    (431.0)
CHOICE HOTELS       CHH US         403.3       (11.5)     (75.5)
CINCINNATI BELL     CBB US       2,593.0         9.1     (611.4)
CLEVELAND BIOLAB    CBLI US         11.9        (9.7)     (10.0)
COMMERCIAL VEHIC    CVGI US        289.3       114.0       (5.7)
CUMULUS MEDIA-A     CMLS US        324.1        (2.5)    (349.3)
DENNY'S CORP        DENN US        312.7       (10.7)    (102.4)
DISH NETWORK-A      DISH US      9,292.9       733.1   (1,416.5)
DISH NETWORK-A      EOT GR       9,292.9       733.1   (1,416.5)
DISH NETWORK-A      EOT TH       9,292.9       733.1   (1,416.5)
DOMINO'S PIZZA      DPZ US         425.7       104.1   (1,241.9)
DUN & BRADSTREET    DNB US       1,727.3      (612.4)    (717.4)
EASTMAN KODAK       EK US        6,844.0       960.0     (498.0)
ENDOCYTE INC        ECYT US         11.4         4.7       (2.6)
EPICEPT CORP        EPCT SS          6.7        (1.1)     (14.2)
EXELIXIS INC        EXEL US        372.9       (11.8)    (217.6)
FORD MOTOR CO       F* MM      180,330.0   (18,558.0)  (1,740.0)
FORD MOTOR CO       F US       180,330.0   (18,558.0)  (1,740.0)
FORD MOTOR CO       F SW       180,330.0   (18,558.0)  (1,740.0)
FORD MOTOR CO       FORDP FP   180,330.0   (18,558.0)  (1,740.0)
FORD MOTOR CO       F BB       180,330.0   (18,558.0)  (1,740.0)
FORD MOTOR CO       FMC1 TH    180,330.0   (18,558.0)  (1,740.0)
FORD MOTOR CO       F1EUR EU   180,330.0   (18,558.0)  (1,740.0)
FORD MOTOR CO       FMC1 GR    180,330.0   (18,558.0)  (1,740.0)
FREDDIE MAC         FMCC* MM 2,288,730.0         -        (58.0)
GENCORP INC         GY US          991.5        71.4     (195.1)
GLG PARTNERS INC    GLG US         400.0       156.9     (285.6)
GLG PARTNERS-UTS    GLG/U US       400.0       156.9     (285.6)
GRAHAM PACKAGING    GRM US       2,806.8       268.0     (530.7)
HANDY & HARMAN L    HNH US         374.2        62.1       (8.9)
HEALTHSOUTH CORP    HLS US       1,796.9       124.3     (394.9)
HICKS ACQUISITIO    HKACU US         0.8        (0.8)      (0.1)
HOVNANIAN ENT-A     HOV US       1,817.6     1,101.9     (337.9)
HOVNANIAN ENT-A     HO3 GR       1,817.6     1,101.9     (337.9)
HOVNANIAN ENT-B     HOVVB US     1,817.6     1,101.9     (337.9)
HUGHES TELEMATIC    HUTC US        111.4         1.9      (42.1)
INCYTE CORP         INCY US        464.6       305.0     (128.9)
INTERMUNE INC       ITMN US        143.9        10.2      (67.7)
IPCS INC            IPCS US        559.2        72.1      (33.0)
ISTA PHARMACEUTI    ISTA US        112.2         8.8      (71.8)
JAZZ PHARMACEUTI    JAZZ US        108.0       (13.3)      (0.8)
JUST ENERGY GROU    JSTEF US     1,760.9      (339.4)    (328.6)
JUST ENERGY GROU    JE CN        1,760.9      (339.4)    (328.6)
KNOLOGY INC         KNOL US        658.7        53.5       (5.3)
KV PHARM-A          KVP GR         358.6       (81.1)    (139.1)
LIGAND PHARM-B      LGND US        112.6        (1.4)      (1.1)
LIGHTING SCIENCE    LSCG US         60.0        28.3     (122.4)
LIN TV CORP-CL A    TVL US         782.4        21.2     (146.9)
LIN TV CORP-CL A    LTVA GR        782.4        21.2     (146.9)
LORILLARD INC       LO US        3,296.0     1,509.0     (225.0)
MAINSTREET EQUIT    MEQ CN         399.4         -         (8.5)
MANNKIND CORP       MNKD US        277.3        55.8     (185.5)
MEAD JOHNSON        MJN US       2,293.1       472.9     (358.3)
MOODY'S CORP        MCO US       2,540.3       409.2     (309.7)
MORGANS HOTEL GR    MHGC US        759.1        47.0      (42.1)
MPG OFFICE TRUST    MPG US       3,267.4         -       (897.2)
NATIONAL CINEMED    NCMI US        836.1        40.5     (340.8)
NAVISTAR INTL       NAV US       9,730.0     2,246.0     (924.0)
NEWCASTLE INVT C    NCT US       3,760.1         -       (591.2)
NEXSTAR BROADC-A    NXST US        607.6        31.2     (189.9)
NORTH AMERICAN G    NMGL US          0.0        (0.1)      (0.1)
NPS PHARM INC       NPSP US        228.8       147.8     (149.8)
NYMOX PHARMACEUT    NYMX US          0.9        (1.0)      (1.8)
OTELCO INC-IDS      OTT US         331.6        27.5       (3.5)
OTELCO INC-IDS      OTT-U CN       331.6        27.5       (3.5)
OTELCO INC-IDS      ODB GR         331.6        27.5       (3.5)
PALM INC            PALM US      1,007.2       141.7       (6.2)
PDL BIOPHARMA IN    PDLI US        257.5        26.1     (304.5)
PETROALGAE INC      PALG US          5.9        (8.2)     (51.6)
PLAYBOY ENTERP-A    PLA/A US       165.8       (16.9)     (54.4)
PLAYBOY ENTERP-A    PLB GR         165.8       (16.9)     (54.4)
PLAYBOY ENTERP-B    PLA US         165.8       (16.9)     (54.4)
PLAYBOY ENTERP-B    PLBB GR        165.8       (16.9)     (54.4)
PLAYBOY ENTERP-B    PLBB TH        165.8       (16.9)     (54.4)
PRIMEDIA INC        PRM US         215.5        (5.8)     (97.8)
PRIMO WATER CORP    PRMW US         29.0       (29.4)      (9.6)
PROTECTION ONE      PONE US        562.9        (7.6)     (61.8)
QUALITY DISTRIBU    QLTY US        284.3        26.9     (132.9)
QWEST COMMUNICAT    Q US        18,959.0    (1,163.0)  (1,425.0)
REGAL ENTERTAI-A    RGC US       2,670.3       114.1     (267.3)
REGAL ENTERTAI-A    RETA GR      2,670.3       114.1     (267.3)
RENAISSANCE LEA     RLRN US         53.8       (38.5)     (35.1)
REVLON INC-A        REV US         794.8        86.9     (991.8)
REVLON INC-A        RVL1 GR        794.8        86.9     (991.8)
RIGNET INC          RNET US         93.2         9.5      (11.6)
RSC HOLDINGS INC    RRR US       2,718.0       (60.8)     (37.3)
RURAL/METRO CORP    RURL US        285.3        60.1      (98.6)
SALLY BEAUTY HOL    SBH US       1,670.4       371.1     (406.1)
SINCLAIR BROAD-A    SBGI US      1,485.9        36.4     (157.1)
SINCLAIR BROAD-A    SBTA GR      1,485.9        36.4     (157.1)
SMART TECHNOL-A     SMT US         559.1       201.9      (63.2)
SMART TECHNOL-A     SMA CN         559.1       201.9      (63.2)
SMART TECHNOL-A     2SA GR         559.1       201.9      (63.2)
STEREOTAXIS INC     STXS US         47.5        (6.2)      (5.3)
SUN COMMUNITIES     SUI US       1,164.1         -       (131.0)
SWIFT TRANSPORTA    SWFT US      2,577.9       237.4      (83.2)
SWIFT TRANSPORTA    72W GR       2,577.9       237.4      (83.2)
SYNERGY PHARMACE    SGYP US          2.7        (2.3)      (1.8)
TAUBMAN CENTERS     TCO US       2,546.9         -       (527.9)
TEAM HEALTH HOLD    TMH US         807.7        17.9      (51.4)
THERAVANCE          THRX US        212.6       161.1     (141.1)
THERAVANCE          HVE GR         212.6       161.1     (141.1)
UAN CULTURAL & C    GHBAU US         1.0        (0.4)      (0.2)
UNISYS CORP         UIS US       3,020.9       538.7     (933.8)
UNITED CONTINENT    UAL US           -      (1,186.0)  (2,206.0)
UNITED RENTALS      URI US       3,693.0       156.0      (20.0)
VECTOR GROUP LTD    VGR US         859.0       245.3      (37.7)
VENOCO INC          VQ US          766.2        20.4      (94.8)
VIRGIN MOBILE-A     VM US          307.4      (138.3)    (244.2)
VISTEON CORP        VC US        5,147.0     1,184.0     (737.0)
VONAGE HOLDINGS     VG US          362.4        (0.1)    (111.4)
WARNER MUSIC GRO    WMG US       3,604.0      (602.0)    (228.0)
WEIGHT WATCHERS     WTW US       1,103.1      (377.9)    (708.2)
WORLD COLOR PRES    WC CN        2,641.5       479.2   (1,735.9)
WORLD COLOR PRES    WCPSF US     2,641.5       479.2   (1,735.9)
WORLD COLOR PRES    WC/U CN      2,641.5       479.2   (1,735.9)
WR GRACE & CO       GRA US       4,271.7     1,371.3      (68.8)
YRC WORLDWIDE IN    YRCW US      2,634.7      (250.7)     (95.8)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related petitions in Acrobat PDF
format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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