TCR_Public/110216.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, February 16, 2011, Vol. 15, No. 46

                            Headlines

AAA LIFE: S&P Raises Counterparty Credit Rating to 'BBpi'
ALL YOU, LLC: Disclosure Statement Hearing Today
ALLEGIANCE HAWKS: Deadline to File Plan Extended to Feb. 28
ALLIANCE INSURANCE: S&P Cuts Counterparty Credit Rating to 'BBpi'
AMBAC FINANCIAL: Wants Suit vs. IRS to Proceed in Bankr. Court

AMBAC FINANCIAL: IRS Sues to Stop Ambac Assurance Plan
AMBAC FINANCIAL: K. Veera Asserts Defenses for Suit to Continue
AMERICA'S BREWING: Case Summary & 20 Largest Unsecured Creditors
AMERICAN AXLE: Board Amends Rights Plan to Delete NOL Provisions
AMERICAN AXLE: Reports $34.3-Mil. Net Income in Dec. 31 Qtr.

AMERICAN COMMUNITY: S&P Cuts Counterparty Credit Rating to 'CCCpi'
AMERICAN COMPENSATION: S&P Keeps 'BBpi' Counterparty Credit Rating
AMERICAN HEALTHCARE: S&P Withdraws 'BBpi' Ratings
AMERICAN MINING: S&P Affirms & Withdraws 'BBpi' Ratings
AMERICAN PACIFIC: Hearing on Plan Outline Moved to March 4

AMERICAN PUBLIC: S&P Affirms 'Bpi' Counterparty Credit Rating
AMERICAN SAFETY: S&P Affirms 'Bpi' Counterparty Credit Rating
AMERICAN TRANSIT: S&P Affirms 'CCCpi' Counterparty Credit Rating
AMTRUST FINANCIAL: Hearing on Plan Outline Set for March 31
AMTRUST FINANCIAL: Wants Plan Exclusivity Extended Until July 30

ANCHOR BANCORP: Incurs $12.18 Million Net Loss in Dec. 31 Qtr.
ANTOL RESTORATION: Judge Olson Declines Invitation to Abstain
ARTECITY PARK: Ordered to Amend Plan Outline Prior to Hearing
ASSOCIATED INDUSTRIES: S&P Affirms 'CCCpi' Counterparty Rating
ATLANTA LIFE: S&P Downgrades Counterparty Credit Rating to 'Bpi'

AUTO CLUB: S&P Affirms 'BBpi' Counterparty Credit Rating
AVANTAIR INC: Changes 'Plurality of Votes' Provision in By-Laws
BAYTEX ENERGY: Moody's Assigns 'B3' Rating to $150 Mil. Notes
BEAZER HOMES: Amends Charter to Preserve NOL Tax Benefits
BEAZER HOMES: Incurs $48.81 Million Net Loss in Dec. 31 Qtr.

BEST ENERGY: Seeks Chapter 11 Protection
BIOFUEL ENERGY: Authorized Common Shares Hiked to 140 Million
BORDERS GROUP: In Talks With Liquidators; Seeks $450MM DIP Loan
BERNARD L MADOFF: Says Mets Owners Not Aware of Ponzi Scheme
BULOVA TECH: Bankruptcy Court Confirms Chapter 11 Plan

BURLINGTON COAT: Fitch Puts 'CC/RR6' Rating on $400MM Sr. Notes
CALIFORNIA CASUALTY: S&P Affirms 'BBpi' Counterparty Credit Rating
CALIFORNIA COASTAL: Bandera Partners Owns 8.4% of Common Stock
CALIFORNIA COASTAL: Dimensional Fund Owns 5.31% of Common Stock
CALIFORNIA COASTAL: Wins Court Nod to Get Final $10-Mil. Financing

CAPITAL CITY: S&P Affirms Then Withdraws 'BBpi' Ratings
CARTER'S GROVE: Case Summary & 10 Largest Unsecured Creditors
CEDAR FAIR: S&P Assigns 'BB-' Rating to Proposed $1.18 Bil. Loan
CELINA MUTUAL: S&P Downgrades Counterparty Credit Rating to 'BBpi'
CHARLES LETT: Cramdown Objection Not Required in 11th Cir.

CLEAR CHANNEL: S&P Assigns 'CCC+' Rating to $750 Mil. Notes
CONNECTICUT MEDICAL: S&P Ups Counterparty Rating From 'BBpi'
CONQUEST PETROLEUM: Adds $132MM Corp. Bonds to Capital Structure
COUNTRYWAY INSURANCE: S&P Cuts Counterparty Credit Rating to BBpi
COYOTES HOCKEY: Glendale to Make Changes in $197MM Huslizer Deal

CROSS BORDER: May Borrow up to US$25MM from Texas Capital Bank
CRUSADER INSURANCE: S&P Raises Counterparty Rating to 'BBpi'
CUMBERLAND MUTUAL: S&P Cuts Counterparty Credit Rating to 'BBpi'
C.W. MINING: Former Managers Can't Bring Appeal in Chapter 7
DANIELSON INSURANCE: S&P Withdraws 'CCCpi' Ratings

DATATEL INC: Moody's Affirms Corporate Family Rating at 'B2'
DESERET MUTUAL: S&P Affirms 'Bpi' Counterparty Credit Rating
DIAMOND RANCH: Reports $20,506 Net Income in Dec. 31 Quarter
DOCTORS CO: S&P Raises Counterparty Credit Rating From 'BBpi'
DOCTORSLIFE INSURANCE: S&P Cuts Counterparty Rating to 'Bpi'

DONG-IN DEVELOPMENT: Voluntary Chapter 11 Case Summary
DUNKIN BRANDS: Moody's Affirms 'B3' Corporate Family Rating
DYNEGY INC: J. Blodgett Resigns as Gen. Counsel and Exec. VP
EASTERNLIFE & HEALTH: S&P Cuts Counterparty Ratings to 'BBpi'
EMERGENCY MEDICAL: Clayton Deal Won't Affect Moody's 'Ba1' Rating

EMPLOYERS PREFERRED: S&P Affirms 'BBpi' Counterparty Credit Rating
EQUITABLE LIFE: S&P Cuts Counterparty Credit Rating to 'Bpi'
EQUITY INSURANCE: S&P Affirms 'BBpi' Counterparty Credit Rating
EVERGREEN SOLAR: Exchange Offer Yields 'Disappointing' Results
FARM BUREAU: S&P Downgrades Counterparty Credit Rating to 'BBpi'

FARMERS ALLIANCE: S&P Cuts Counterparty Credit Rating to 'BBpi'
FARMERS HOME: S&P Withdraws 'Bpi' Ratings
FARMERS UNION: S&P Affirms 'BBpi' Counterparty Credit Rating
FCCI INSURANCE: S&P Raises Counterparty Credit Rating From 'BBpi'
FEDERAL-MOGUL: 5th Cir. Remands Everitt Suit vs. Pneumo Abex

FEDERATED NATIONAL: S&P Affirms 'CCCpi' Counterparty Credit Rating
FIRST PROFESSIONALS: S&P Raises Counterparty Ratings From 'BBpi'
FIRST ROUND: Voluntary Chapter 11 Case Summary
FIRSTPLUS FINANCIAL: Chapter 11 Trustee Submits Plan
FLORIDA SUPER: Case Summary & 17 Largest Unsecured Creditors

FLOWERS FOODS: S&P Assigns 'BBB-'/'BB+' Senior Debt Ratings
FORT LOWELL RETAIL: Unlikely to Confirm Bankruptcy Plan
FRASER PAPERS: Implements Plan of Arrangement
FRE REAL ESTATE: Asks for Nod to Hire Neligan Foley as Counsel
GALLENTHIN REALTY: Files Schedules of Assets And Liabilities

GATEWAY ETHANOL: With No Assets to Liquidate, Court Dismisses Case
GERMANIA FARM: S&P Downgrades Counterparty Credit Rating to 'BBpi'
GRANGE LIFE: S&P Downgrades Counterparty Credit Rating to 'BBpi'
GUARANTEE TRUST: S&P Affirms 'Bpi' Counterparty Credit Rating
HAPPY VALLEY: Files Schedules of Assets And Liabilities

HAPPY VALLEY: US Trustee Unables to Form Creditor's Committee
HCR HEALTHCARE: Moody's Assigns 'Ba3' Rating to Proposed Sr. Loan
HELLER EHRMAN: Judge Affirms Heller's Win Over $13.6M Lease Claim
HEMAR INSURANCE: S&P Withdraws 'BBpi' Ratings
HOSPITALS INSURANCE: S&P Holds 'CCCpi' Counterparty Credit Rating

HUGO SAND: Files for Chapter 11 in Akron
INT'L FIDELITY: S&P Ups Counterparty Credit Rating From BBpi
JACKSON HEWITT: FDIC Warning on Loans Sparks Concern About Firm
JEWISH HOME: Case Summary & 20 Largest Unsecured Creditors
JEWISH HOME: Files for Chapter 11 in New Haven

JNL FUNDING: Court Expands Examiner's Powers
LANCER INSURANCE: S&P Raises Counterparty Credit Rating From BBpi
LAWYERS MUTUAL: S&P Cuts Counterparty Credit Rating to 'Bpi'
LEHMAN BROTHERS: Fed Considered Ousting Ex-CEO, E-Mail Shows
LEHMAN BROTHERS: Fitts Says Swedbank Settlement Enhances Value

LEHMAN BROTHERS: Has $6.6 Bil. Deal With LB Bankhaus Creditors
LEHMAN BROTHERS: Italian Court Orders Seizure of Unit's Assets
LEHMAN BROTHERS: LCPI Seeks Approval of Deal With Greenbrier
LEHMAN BROTHERS: To End Bankruptcy Case This Year
LEVI STRAUSS: Reports $149.44 Million Net Income in Fiscal 2010

LIBERTY AMERICAN: S&P Affirms 'BBpi' Counterparty Credit Rating
LIFECARE HOLDINGS: Inks $287-Mil. Credit Pact with JPM, et al.
LJH ENTERPRISES: BofA Succeeds in Dismissing Chapter 11 Case
LODGIAN INC: Dimensional Fund Ceases to Own Shares of Common Stock
LODGIAN INC: Donald Smith & Co. Ceases to Own Common Shares

LOUISIANA FARM: S&P Affirms 'BBpi' Counterparty Credit Rating
LUMBERMENS UNDERWRITING: S&P Holds BBpi Counterparty Credit Rating
LYONDELL CHEMICAL: Affiliate Seeks to Escape $74MM Glidden Claim
M. SLAVIN & SONS: Voluntary Chapter 11 Case Summary
MADISON NATIONAL: S&P Cuts Counterparty Credit Rating to 'BBpi'

MADISONNATIONAL LIFE: S&P Cuts Counterparty Credit Rating to BBpi
MAG MUTUAL: S&P Raises Counterparty Credit Rating From 'BBpi'
MALIBU LOAN: Fitch Affirms 'CCC' Rating on $110.8-Mil. Notes
MANHATTAN PHARMACEUTICALS: Noteholders to Forbear Until Dec. 31
MARMC TRANSPORTATION: U.S. Trustee Wants Ch. 7 Liquidation

MASCO CORPORATION: $1.2 Bil. Charge Won't Move Moody's Ba2 Rating
MEDICAL INSURANCE: S&P Cuts Counterparty Credit Rating to 'BBpi'
MEDICAL PROFESSIONAL: S&P Ups Counterparty Credit Rating From BBpi
MESA AIR: Contrarian to Acquire More Claims
MESA AIR: Jones Day, Special Counsel, Hikes Hourly Rates

MESA AIR: Morrison, Committee Attys., Hikes Hourly Rates
MGA INSURANCE: AM Best Upgrades Financial Strength Rating to 'B+'
MICHIGAN MILLERS: S&P Cuts Counterparty Credit Rating to 'BBpi'
MIDWEST MEDICAL: S&P Ups Counterparty Credit Rating From 'BBpi'
MOTORISTS LIFE: S&P Cuts Counterparty Credit Rating to 'BBpi'

MPF HOLDINGS: Plan Trustee Has No Standing to Prosecute Suits
MPG OFFICE TRUST: Amends Directors' Incentive Plan
MXENERGY HOLDINGS: RBS Sempra, 7.3% Owner, Names Kubicek to Board
NATIONAL AMERICAN: S&P Affirms 'CCCpi' Counterparty Credit Rating
NATIONAL REFRACTORIES: Claims Must Be Served on RASi

NCI BUILDING: S&P Affirms Corporate Credit Rating at 'B'
NEW ERA: S&P Downgrades Counterparty Credit Rating to 'Bpi'
NEWPORT BONDING: A.M. Best Cuts Financial Strength Rating to 'C++'
NORTHGATE PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
NORTHWEST DENTISTS: S&P Affirms 'BBpi' Counterparty Credit Rating

NUANCE COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'BB-'
OAKSHORES PROPERTIES: Voluntary Chapter 11 Case Summary
ON SEMICONDUCTOR: S&P Raises Corporate Credit Rating to 'BB'
OSR HOLDING: Voluntary Chapter 11 Case Summary
PALACE ENTERTAINMENT: Moody's Assigns 'B2' Corporate Family Rating

PALM HARBOR: Dimensional Equity Stake Down to 4.93%
PALM HARBOR: T. Rowe Associates Equity Stake Down to 1.3%
PARTNERS MUTUAL: S&P Affirms 'BBpi' Counterparty Credit Rating
PEACHTREE CASUALTY: S&P Affirms 'BBpi' Counterparty Credit Rating
PENN TRAFFIC: King Street Capital Ceases to Own Equity Securities

PHOENIX COS: AM Best Keeps 'B+' FSR, Hikes Outlook to Stable
PHYSICIANS LIABILITY: S&P Holds 'CCCpi' Counterparty Credit Rating
PIONEER GENERAL: S&P Affirms & Withdraws 'BBpi' Ratings
POINT BLANK: SEC Objects to Plan's $25-Mil. Rights Offering
PRECISION ENGINEERED: S&P Assigns 'B+' Corporate Credit Rating

PRIMUS TELECOMMUNICATIONS: S&P Puts 'B-' Rating on $240 Mil. Notes
PRINCETON INSURANCE: S&P Raises Counterparty Rating to 'BBpi'
PRINT SERVICE: Tax Dept. Has Valid Lien on Sold Printing Press
PROLOGIS INC: S&P Affirms 'BB' Rating on Preferred Stock
REDWINE RESOURCES: Taps BlackBriar to Advise on Wind-Down

REGAL CINEMAS: Moody's Assigns 'Ba2' Rating to $1 Bil. Loan
RMAA REAL ESTATE: Hearing on Conversion Continued to March 22
ROUND TABLE: Bankruptcy Judge Approves First Day Motions
S&G ASSOCIATES: Silvias-Owned Entity in Chapter 11
SALPARE BAY: Has Until March 11 to Submit Amended Plan and Outline

SARABAY LLC: Files Management Summary of Real Estate
SANSWIRE CORP: Names Tijuana Flats Ex-Comptroller as New CFO
SCANDIA FAMILY: Working Its Way Out of Chapter 11
SCHUTT SPORTS: Wins Court Approval of Riddell Settlement
SEAHAWK DRILLING: Asks for Court's Okay to Use Cash Collateral

SEAHAWK DRILLING: Taps Kurtzman Carson as Claims & Balloting Agent
SEAHAWK DRILLING: Wants to Hire Jordan Hyden as Co-Counsel
SEDONA DEVELOPMENT: Plan Outline Hearing Scheduled for March 9
SHUBH HOTELS PITTSBURGH: Owner Settles With BlackRock
SIGNAL HILL: Case Summary & 8 Largest Unsecured Creditors

SONRISA REALTY: Plan to Sell Assets to Tanger Hits Roadblock
SOUTHERN LIFE: S&P Downgrades Counterparty Credit Rating to 'Bpi'
SPANISH POINT: Files List of 20 Largest Unsecured Creditors
SPIRIT FINANCE: S&P Raises Corporate Credit Rating to 'CCC+'
STATE VOLUNTEER: S&P Raises Counterparty Credit Rating From 'BBpi'

STL MANAGEMENT: Charleston KFCs Owner Files in Chapter 11
STONEWALL MINER: Planned Gay Retirement Community in Ch. 11
SUMMER REGIONAL: Plan Filing Exclusivity Extended Until March 5
SUMMIT BUSINESS: Taps Lincoln Partners as Financial Advisor
SUNSET VILLAGE: Court Sets March 14 as Claims Bar Date

SURETY CO.: S&P Withdraws 'Bpi' Counterparty Credit Ratings
SYNTERRA 3020: Files Schedules of Assets And Liabilities
TERRAPIN INDUSTRIES: Court Grants TD Waterhouse Summary Judgment
TH PROPERTIES: In Negotiations for Buyout Options Under Plan
TOWNSENDS INC: Committee Taps Womble Carlyle as Counsel

TRIBUNE CO: PHONES Claims Temporarily Allowed for $1.2 Billion
TRIBUNE CO: Wins Nod to Use Examiner Report at Plan Hearing
TRIBUNE CO: Wins OK for Attorney-Client Privilege Protection
TRICO MARINE: Dimensional Fund Advisors Owns 5.51% of Common Stock
TRICO MARINE: Whitebox Advisors Owns 2.1% of Common Stock

TRONOX INC: Interlachen Capital Owns $5.02% of Class B Shares
TRONOX INC: Seneca Capital Ceases to Own Shares of Class A Stock
TTM TECHNOLOGIES: S&P Gives Positive Outlook, Affirms 'BB-' Rating
ULICO CASUALTY: S&P Raises Counterparty Credit Rating to 'Bpi'
UNIFI INC: Reports $5.38 Million Profit in Dec. 26 Quarter

UNIGENE LABORATORIES: 2011 Key Employee Performance Plan Okayed
UNION LABOR: S&P Raises Counterparty Credit Rating to 'Bpi'
UNITED EDUCATORS: S&P Raises Counterparty Credit Rating From BBpi
UNITED FARM: S&P Downgrades Counterparty Credit Rating to 'BBpi'
US FINANCIAL: S&P Affirms & Withdraws 'BBpi' Ratings

VANTAGE ONCOLOGY: S&P Assigns 'B' Initial Corporate Credit Rating
VERMILION ENERGY: DBRS Puts 'BB' Rating on Proposed $225MM Notes
VICTOR VALLEY: Court Extends Plan Filing Deadline to April 11
VISICON SHAREHOLDERS: To Pay Some Unpaid Sales Taxes Under Plan
VISUALANT INC: Incurs $258,100 Net Loss in Dec. 31 Quarter

VITESSE SEMICONDUCTOR: Incurs $7.73MM Net Loss in Dec. 31 Qtr.
WARNER MUSIC: Incurs $18 Million Net Loss in Dec. 31 Quarter
WASTE2ENERGY HOLDINGS: Inks Asset Purchase Agreement With WTEC
WEA INSURANCE: S&P Affirms 'BBpi' Counterparty Credit Rating
WES CONSULTING: Fyodor Petrenko Owns 25.39MM Common Shares

WESTERN HOME: S&P Affirms Counterparty Credit Rating at 'Bpi'
WHARFSIDE ASSOCIATES: BoA Wants Dismissal of Involuntary Case
WORD WORLD: Case Summary & 20 Largest Unsecured Creditors
WORLDSPACE INC: Citadel Advisors et al. Own 9.99% of Common Shares
W.R. GRACE: BNSF & Libby Claimants Appeal From CNA Order

W.R. GRACE: Has Approval for Baer Higgins as Co-Counsel
W.R. GRACE: Wins Approval of MassDep Claims Settlement
XTERIORS MANUFACTURING: Files for Chapter 11 in Richmond
XTERIORS MANUFACTURING: Case Summary & Creditors List
YELLOWSTONE CLUB: Oracle's Ellison Buys Former Owner's Estate

* Bankruptcy Filings Rose 8% in 2010; Business Filings Down 7%
* Media Sector Accounts for a Third of Corporate Defaults in 2010

* Obama Unveils Options for GSE Overhaul
* S&P Takes Various Rating Actions on 49 Life Insurers
* S&P Takes Various Rating Actions on 216 Property Insurers

* Pierce Atwood Boosts Boston Litigation Group
* John D. Eaton Joins Rasco Klock Reininger Bankruptcy Team

* Upcoming Meetings, Conferences and Seminars

                            *********

AAA LIFE: S&P Raises Counterparty Credit Rating to 'BBpi'
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its counterparty
credit and financial strength ratings on AAA Life Insurance Co. to
'BBpi' from 'Bpi'.

The upgrade primarily reflects the company's improved capital, as
measured by S&P's model.  In 2009, total adjusted capital
increased by approximately 18.8% to $85.5 million from
$71.9 million.  Operating performance remains volatile and is a
weakness to the ratings.  Earnings before realized gains and
losses improved to $2.7 million in 2009 from negative $2.7 million
in 2008, and they totaled $849 million as of June 30, 2010.  The
company is licensed to sell products in 49 states, however 50.3%
of premiums are written in California and 11.6% in Michigan, which
represents moderate geographic concentration.

AAA Life Insurance is a Michigan-domiciled life and accident and
health insurance company with licenses in 49 states and the
District of Columbia.  It writes individual life and annuity
products as well as group life and accident and health products
for members of the automobile clubs affiliated with the American
Automobile Association (AAA).  It is currently owned by ACLI
Acquisition Co., a subsidiary of a group of AAA clubs.  The
company has a coinsurance agreement, ceding 90% of policies sold
through affiliated AAA company agents to the originating company.
All policies sold through AAA Life Insurance are 27% reinsured to
AAA Life Re (Bermuda).  AAA Life Insurance is rated on a stand-
alone basis.


ALL YOU, LLC: Disclosure Statement Hearing Today
------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas
will convene a hearing today, Feb. 16, 2011, at 9:00 a.m., to
consider adequacy of the disclosure statement explaining ALL YOU,
LLC's proposed Plan of Reorganization.

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 fund the
Plan from the renting or leasing of the retained properties and
the sale of properties when an offer of significant value is made
by a prospective buyer.  The Debtor says it has retained the most
valuable properties that would allow it to remain solvent during
the Plan term.

Under the Plan, the Debtor intends to comply with the Court's
order setting terms for its use of its lender's cash collateral.
The Debtor will also sell certain properties, rebuild the leasing
income to pay the debt service to First Security Bank, the
Debtor's only secured creditor.  The Debtor will also surrender
any property to First Security that is unlikely to produce either
a positive income stream or generate equity proceeds from the sale
of the property.

The Debtor related that as of the writing of the Disclosure
Statement, it had no known unsecured creditors.

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

The Debtor is represented by:

     Don Brady, Esq.
     Blair, Brady & Henson
     109 N. 34th Street
     Rogers, Arkansas 72756
     Tel: (479) 631-0100

                        About All You, LLC

Fayetteville, Arkansas-based All You, LLC, filed for Chapter 11
bankruptcy protection on August 2, 2010 (Bankr. W.D. Ark. Case No.
10-74049).  The Debtor disclosed $10.98 million in assets and
$5.51 million in liabilities as of the Petition Date.  That the
U.S. Trustee for Region 16 was unable to form an official
committee of unsecured crediotrs for the Chapter 11 case.


ALLEGIANCE HAWKS: Deadline to File Plan Extended to Feb. 28
-----------------------------------------------------------
The Honorable Judge Brenda T. Rhoades of the U.S. Bankruptcy Court
for the Eastern District of Texas has extended the deadline for
Commercial Development, L.P., and Allegiance Hawks Creek
Commercial, L.P., to file a Chapter 11 plan in their bankruptcy
cases from Jan. 31, 2011, to Feb. 28, 2011.

                      About Allegiance Hawks

Dallas, Texas-based Allegiance Hawks Creek Commercial, LP, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No.
10-43855) on Nov. 1, 2010.  Stephanie D. Curtis, Esq., Mark A.
Castillo, Esq., and Jason M. Katz, at The Curtis Law Firm, P.C.,
in Dallas, Tex., represents the Debtor in its restructuring
effort.  In its schedules, the Debtor disclosed $15,781,966 in
assets and $20,548,132 in liabilities.

The case is jointly administered with Affiliate Allegiance
Commercial Development, LP, (Bankr. E.D. Tex. Case No. 10-43853).


ALLIANCE INSURANCE: S&P Cuts Counterparty Credit Rating to 'BBpi'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit and financial strength ratings on Alliance
Insurance Co. Inc., Alliance Indemnity Co., and Farmers Alliance
Mutual Insurance Co. to 'BBpi' from 'BBBpi', based on the group's
volatile operating performance.

The companies participate in an interaffiliate pooling agreement,
in which Farmers Alliance has 87.5% of the pool, Alliance
Insurance has 10%, and Alliance Indemnity has 2.5%.  The ratings
reflect the companies' participation in the pool as well as the
pool's good capitalization and moderate geographic concentration,
which are slightly offset by its high product-line concentration.

Farmers Alliance Mutual Insurance Co., based in McPherson, Kan.,
writes personal auto, homeowners', farmowners', crop hail, and
commercial coverage in rural communities throughout the Midwest.
The company commenced operations in 1888.  Farmers Alliance owns
two subsidiaries -- Alliance Insurance Co. Inc. and Alliance
Indemnity Co. -- that form the Alliance Group, Farmers Alliance
being the lead member.


AMBAC FINANCIAL: Wants Suit vs. IRS to Proceed in Bankr. Court
--------------------------------------------------------------
Ambac Financial Group Inc. has asked Bankruptcy Judge Shelley
Chapman implement certain alternative dispute resolution
procedures to resolve its adversary proceeding against the
Internal Revenue Service and other matters as may aid in the
disposition of the action.

In the lawsuit, Ambac Financial seeks a declaratory judgment on
whether the IRS can seize $700 million in tax refunds the Debtor
has received.  IRS has answered the lawsuit and asserts that the
complaint should be dismissed as the Bankruptcy Court "lacks
jurisdiction".  The IRS has filed a motion to withdraw reference
before the U.S. District Court for the Southern District of New
York.  The Debtor, however, points out that it is vigorously
opposing the Motion to Withdraw, and the adversary proceeding is
not stayed pursuant to F.R.B.P. Rule 5011(c).  To avoid
unnecessary delay while the Motion to Withdraw is pending, it is
proper for the administration of the Adversary Proceeding to
proceed in Bankruptcy Court, Ambac asserts.  Ambac is also seeking
approval of a scheduling order that would require an expedited
discovery schedule, with initial disclosures due by Feb. 25, fact
depositions by April 22, and completion of discovery by June 24.
Ambac is seeking an expedited discovery due to "limited resources
and no additional sources of funding."

The IRS opposes Ambac Financial's proposed scheduling and
alternative dispute resolution procedures.  Ambac's proposal is
"unreasonable" in the context of the multi-billion dollar tax
litigation involving what the Official Committee of Unsecured
Creditors has admitted are issues of first impression under the
Internal Revenue Code, U.S. attorney and counsel to the IRS,
Daniel P. Filor, Esq., argues.  Because the tax issues presented
in the adversary complaint are complex, novel and important at a
policy level, it is imperative that the IRS has sufficient time to
consider them, he asserts.

Mr. Filor points out that the Debtor submitted its ADR Procedures
Motion in violation of F.R.C.P. Rule 26(f) and F.R.B.P. Rule 7026
by not participating with the IRS in a Rule 26(f) conference and
attempting to agree on a joint discovery plan to submit to the
Bankruptcy Court.  The IRS claims that the Debtor and the
Creditors' Committee met themselves, unilaterally agreed on the
proposed "expedited discovery."  The IRS says its proposed
schedule only differs with the Debtor's by a few months.

The IRS also argues that the Debtor's assertions -- that a lack of
available funds requires an expedited discovery -- is
"unsupported."  It notes that the Debtor recently obtained about
$700 million in tax refunds from the IRS and only has four
employees.

Mr. Filor tells Judge Chapman that the IRS is amenable to
participating in mediation, and has indicated so to the Debtor
from the beginning of the adversary proceeding.

The Bankruptcy Court adjourned the hearing on Ambac's request for
a pre-trial conference and alternative dispute resolution
procedures from Feb. 16 to Feb. 18.

                       About Ambac Financial

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

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

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

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

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

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

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

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.  Lazard Freres &
Co. LLC is the Committee's financial advisor.

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


AMBAC FINANCIAL: IRS Sues to Stop Ambac Assurance Plan
------------------------------------------------------
The U.S. Internal Revenue Service initiated a lawsuit to block the
implementation of a rehabilitation plan for Ambac Assurance Corp.,
the financial arm of Ambac Financial Group, Karen Rivedal of
Wisconsin State Journal reported.

The IRS wrote in the complaint filed with the U.S. District Court
for the Western District of Wisconsin in Madison on February 9,
2011, that a state court's orders prevent it from collecting
federal taxes, Wisconsin State Journal disclosed.  The state
court ruling refers to Judge William Johnston of the U.S.
District Court of Dane County, Wisconsin's January 25, 2011
confirmation of the Ambac Assurance's Plan of Rehabilitation as
proposed by the Wisconsin Office of the Insurance Commissioner.

The IRS named the Dane District Court, the OCI, Wisconsin
Insurance Commissioner Ted Nickel, and AAC as defendants in its
recent lawsuit, according to Wisconsin State Journal.

The IRS alleged in the complaint that the OCI overstepped its
authority when it received the Dane District Court's approval in
November 2010 to put $700 million in disputed tax refunds into a
segregated fund for AAC, Wisconsin State Journal related.  The
IRS is questioning AFG's calculation of its operating losses,
which triggered the refunds on a tentative basis last year.  AFG
and IRS are involved in another dispute over the tax refunds and
AFG is seeking to enjoin the IRS from collecting the $700 million
refunds in an adversary proceeding commenced before the U.S.
Bankruptcy Court for the Southern District of New York.

In a separate report by The Wall Street Journal, the U.S.
Department of Justice argued that the Dane District Court had
"neither the jurisdiction nor the power" to issue a ruling that
could restrain the IRS from collecting and possibly even
assessing AAC's tax liabilities from 2003 to 2008. DOJ lawyers
further stated in the complaint that the Dane District Court's
order violate the sovereign immunity of the U.S. government from
lawsuits, The Wall Street Journal related.

The IRS previously challenged the Dane District Court's decision
to put the tax refunds in the Segregated Account and argued that
the matter should be a federal court issue, but a federal judge
disagreed and sent the matter back to the Dane District Court,
The Wall Street Journal noted.  The injunction was incorporated
in the AAC Rehabilitation Plan.

The Dane District Court's ruling tries to prohibit the IRS from
collecting the tentative refunds by putting the refund money in
the AAC Segregated Account, the IRS argued in its complaint.
Accordingly, the IRS seeks to stop the Dane District Court from
enforcing that provision of the AAC Rehabilitation Plan pending
its appeal on the matter, Wisconsin State Journal related.

According to The Wall Street Journal, the DOJ seeks a
February 17, 2011 hearing on the IRS complaint.

In the alternative, the IRS seeks relief against Judge Johnston
solely in his official capacity as presiding judge in the
rehabilitation action, The Wall Street Journal noted.

In recent developments, the IRS is alleging that the OCI's
expedited state court hearing over AAC's tax liabilities is an
attempt to "forestall federal law" given the "sovereign rights of
the U.S. that are so squarely affected," Joseph Checkler of Dow
Jones Daily Bankruptcy Review related in a February 14 report.

The IRS stated in a February 11 filing with the Madison District
Court that the OCI ignored the agency's rights when he criticized
the U.S. Government for filing a lawsuit in a higher court when a
state court did not send the case to federal court, Dow Jones
Daily Bankruptcy Review disclosed.  "The Government can not be
faulted for availing itself of all of the opportunities open to
it to secure a federal forum to resolve the inherently federal
issues presented by this case," DOJ lawyers, on behalf of the
IRS, wrote in the filing, Dow Jones Daily Bankruptcy Review
noted.

The IRS further stated in the filing that the OCI obtained an
expedited hearing scheduled for February 23 for a certain "motion
to dissolve" filed by the IRS, Dow Jones Daily Bankruptcy Review
revealed.  That hearing has since been canceled, according to the
report.

            Bondholders Ready to Settle AAC Exposure

In other news, about 73% of holders of $451.5 million of first-
tier revenue bonds issued for Las Vegas Monorail Co. are prepared
to accept $111 million upfront and release AAC from its exposure
to defaulted bonds, the bonds' trustee disclosed, according to
Rich Saskal of The Bond Buyer.

Wells Fargo, as trustee of Monorail Bonds, stated in a disclosure
notice posted on the Municipal Securities Rulemaking Board's EMMA
site that policyholders would also receive interest-bearing notes
to be paid from AAC surpluses, The Bond Buyer reported.

The Bond Buyer related that Las Vegas Monorail's first-tier bonds
were wrapped by AAC, providing the debt with triple-A ratings at
that time.  Under AAC's rehabilitation proceedings, the OCI
placed the monorail bonds along with the insurer's most troubled
policies in a segregated account, The Bond Buyer noted.

Wells Fargo wrote in its disclosure filing that "compared to the
alternatives of either continued litigation with the bond insurer
or treatment under the rehabilitation plan, the commutation would
provide the bondholders a meaningful recovery that is more
certain than the possible outcomes under the other available
alternatives."

The Bond Buyer observed that the commutation agreement
tentatively agreed to by Wells Fargo, AAC, and the Wisconsin
Insurance Commissioner is not different from the Rehabilitation
Plan.

The parties' settlement agreement is subject to approval by a
Minnesota district court on March 2, The Bond Buyer stated.

                       About Ambac Financial

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

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

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

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

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

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

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

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.  Lazard Freres &
Co. LLC is the Committee's financial advisor.

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


AMBAC FINANCIAL: K. Veera Asserts Defenses for Suit to Continue
---------------------------------------------------------------
As reported in the Jan. 25, 2011 edition of the Troubled Company
Reporter, Ambac Financial Group, Inc., commenced an adversary
proceeding in the U.S. Bankruptcy Court for the Southern District
of New York for a declaratory relief to confirm applicability of
the automatic stay and for injunction against Karthikeyan V. Veera
on Jan. 18, 2011.

In March 2010, Mr. Veera commenced a putative class action before
the U.S. District Court in the Southern District of New York on
behalf of himself and a putative class consisting of all
participants in the Ambac Financial Group, Inc. Savings Incentive
Plan for the period from October 1, 2006 to July 2, 2008, against
numerous alleged Plan fiduciaries, including certain current and
former directors of the Debtor, the Savings Plan Administrative
Committee under the Debtor's Plan, the Savings Plan Investment
Committee, and the Compensation Committee of the Debtor's Board of
Directors.  The class action alleges breach of the defendants'
fiduciary duties under the Employment Retirement Income Security
Act of 1974.

Counsel to the Debtor, Richard W. Reinthaler, Esq., at Dewey &
LeBoeuf LLP, in New York -- rreinthaler@dl.com -- stresses that
although the Debtor is not a named party to the ERISA Action, the
Debtor and its estate have the most to lose if the Plaintiff in
the ERISA Action were somehow to prevail on his claims.
Mr. Reinthaler explains that the Committee Defendants lack
independent legal status apart from the Debtor, and have no assets
of their own.  Accordingly, the Debtor asks Judge Chapman to
enter:

  (a) a declaration that the automatic stay applies to the ERISA
      Defendants in the ERISA Action pursuant to Section 362(a)
      of the Bankruptcy Code; and

  (b) a preliminary and permanent injunction, barring the
      continued prosecution of the ERISA Action.

Mr. Veera has responded to the Complaint.

On behalf of Mr. Veera, Stephen J. Fearon, Jr., Esq., at
Squitieri & Fearon, LLP, in New York, asserts these defenses
against the Debtor:

  (1) The Complaint fails to state facts sufficient to
      constitute any cause of action against Mr. Veera.

  (2) The Complaint is barred by the doctrine of laches in that,
      among other things, the Debtor has delayed in bringing the
      claims with full knowledge of a scheduling order entered
      in a putative ERISA action commenced by Mr. Veera in the
      U.S. District Court for the Southern District of New York
      requiring the parties to engage in full discovery,
      including the discovery that Mr. Veera now seeks, and with
      full knowledge that Mr. Veera sought those documents from
      the defendants in the ERISA Action and from the Debtor.

  (3) The Complaint is barred by the doctrine of unclean hands
      in that, among other things, the Debtor is using the
      action to frustrate the legitimate discovery goals of Mr.
      Veera and the proposed class in the ERISA Action.

  (4) The Complaint is barred by the doctrine of estoppel in
      that, among other things, the Debtor has acted in a way as
      to have acquiesced in Mr. Veera serving the discovery
      requests on the Debtor.

Essentially, the Debtor has caused the ERISA Action Defendants to
assert that the discovery Mr. Veera seeks is only available from
the Debtor; has urged Mr. Veera to pursue that discovery through
the Bankruptcy Court; and has resisted any and all discovery,
solely for the purpose of frustrating the efforts of Mr. Veera
and the proposed ERISA class from obtaining discovery, Mr. Fearon
tells the Bankruptcy Court.

                  Debtor Seeks Summary Judgment

The Debtor asks Bankruptcy Judge Shelley Chapman to enter:

  (a) a summary judgment declaring that the protections of the
      automatic stay are applicable to:

      -- the claims against the ERISA Action Defendants; or

      -- the efforts of Mr. Veera to obtain extremely
         burdensome, expensive and time-consuming discovery from
         the Debtor and its current management in connection
         with the prosecution of the ERISA Action; or

  (b) an injunction preventing Mr. Veera from continuing to
      prosecute the ERISA Action until the effective date of a
      Chapter 11 plan in the Debtor's bankruptcy case.

Richard W. Reinthaler, Esq., at Dewey & LeBoeuf LLP, in New York,
tells Judge Chapman that the Debtor does not have unlimited
resources at its disposal.  The Debtor has cut its staff down to
the bone and has three full-time employees, who are fully
occupied helping manage its business and assisting in the
development of a plan of reorganization, he points out.  In
addition, employees of Ambac Assurance Corporation, who are also
officers of the Debtor, are involved in efforts to reorganize the
Debtor and to preserve and maximize the value of AAC for the
benefit of the Debtor, he says.  Against this backdrop, the
Debtor's key employees should not have to deal with the claims
and discovery demands in the ERISA Action until they have been
afforded a "breathing spell" from creditors and other parties
while the Debtor attempts to reorganize, Mr. Reinthaler
maintains.

Mr. Reinthaler asserts that the automatic stay exists to give a
debtor the "breathing spell" it needs, while allowing the
bankruptcy court time and the ability to centralize all disputes
regarding property of the Debtor's estate, thus promoting
efficiency as the debtor reorganizes.  He contends that in light
of (i) the highly intrusive, burdensome, and unwarranted nature
of the discovery being sought; (ii) the omnipresent specter of
the Debtor's indemnification obligations; (iii) the identity of
interest the Debtor shares with the ERISA Action Defendants; and
(iv) the critical services eight of the director defendants in
the ERISA Action and other key employees of the Debtor, it is
difficult to envision a better case for the entry of summary
judgment under Section 362(a) of the Bankruptcy Code.

Similarly, Mr. Reinthaler asserts that all factors in favor of an
injunction under Section 105(a) of the Bankruptcy Code are
present in the current matter.  Pursuant to Section 105(a), there
is likelihood of a successful reorganization of the Debtor, but
the continued prosecution of the ERISA Action will clearly impose
a significant expense, burden, and distraction on the Debtor, Mr.
Reinthaler stresses.  "Mr. Veera can not prosecute the ERISA
Action, and the Individual Defendants cannot defend themselves as
effectively, without the active participation of officers and
employees of the Debtor who are critical to the reorganization
efforts and to the critical and very complicated negotiations
among the Debtor, the Official Committee of Unsecured Creditors
and the Office of the Commissioner of Insurance of the State of
Wisconsin that are ongoing," Mr. Reinthaler emphasizes.

The irreparable harm the Debtor stands to suffer, in terms of
delay and distraction to its restructuring and ongoing businesses
if the ERISA Action is allowed to proceed full force, is
immeasurable, and stands in stark contrast to the relatively
brief delay Mr. Veera stands to suffer if forced to wait a little
while longer before prosecuting his claims, Mr. Reinthaler
further asserts.  However, Mr. Veera can ask for an extension of
the discovery request from the District Court to which the ERISA
Action Defendants would not oppose, Mr. Reinthaler says.

The Bankruptcy Court will consider the Summary Judgment Motion on
March 4, 2011.  Objection, if any, by Mr. Veera are due Feb. 22
and the Debtor's reply are due no later than March 1.

                       About Ambac Financial

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

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

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

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

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

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

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

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel to
the Official Committee of Unsecured Creditors.  Lazard Freres &
Co. LLC is the Committee's financial advisor.

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


AMERICA'S BREWING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: America's Brewing Company
        516 Kirkwall Lane
        Schaumburg, IL 60173

Bankruptcy Case No.: 11-05656

Chapter 11 Petition Date: February 14, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Paul M. Bauch, Esq.
                  BAUCH & MICHAELS LLC
                  53 West Jackson Boulevard, Suite 1115
                  Chicago, IL 60604
                  Tel: (312) 588-5000
                  Fax: (312) 427-5709
                  E-mail: pbauch@bauch-michaels.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/ilnb11-05656.pdf

The petition was signed by Scott M. Ascher, president.


AMERICAN AXLE: Board Amends Rights Plan to Delete NOL Provisions
----------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., announced that its
Board of Directors has approved an amended and restated rights
plan to remove provisions designed to protect the Company's net
operating loss carryforwards and related tax benefits.

Among other things, the Amended Rights Plan increases the
beneficial ownership threshold at which a person or group becomes
an "Acquiring Person" under the Amended Rights Plan from 4.99% of
the Company's then-outstanding shares of common stock, par value
$0.01 per share, to 15% of the Company's then-outstanding shares
of Common Stock.  The Amended Rights Plan also narrows the scope
of the definition of "Acquiring Person" to exclude the reference
to persons or groups that would be considered "5-percent
shareholders" under Section 382 of the Internal Revenue Code of
1986, as amended, and the related treasury regulations promulgated
thereunder.

In addition, the Amended Rights Plan no longer includes a
requirement that the Company's Board of Directors review the Tax
Items and the Amended Rights Plan annually in the first fiscal
quarter to determine whether the Amended Rights Plan is no longer
in the best interests of the Company, its stockholders and any
other relevant constituencies.  The Amended Rights Plan will
automatically expire by its terms on September 15, 2013.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  AXL has financial support from GM, its
largest customer which accounted for 78% of sales in 2009.

The Company's balance sheet at Dec. 31, 2010 showed $2.11 billion
in total assets, $2.58 billion in total liabilities and a
$468.10 million stockholders' deficit.

                           *     *     *

In September 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on American Axle & Manufacturing Holdings
to 'B+' from 'B-'.  The outlook is stable.  "The upgrade reflects
S&P's opinion that American Axle's credit measures will improve
further in 2011 under the gradual recovery in North American auto
demand, and that the company's gross margins will expand more than
S&P previously expected," said Standard & Poor's credit analyst
Larry Orlowski.  The company's second-quarter results improved
significantly over those of 2009.   Revenue was $559.6 million,
more than twice as much as second-quarter sales a year ago,
reflecting improving light-vehicle demand and extended shutdowns
of GM and Chrysler in 2009.

In August 2010, Moody's Investors Service raised American Axle's
Corporate Family Rating and Probability of Default Rating to 'B2'
from 'Caa1'.  The raising of American Axle's CFR rating to B2
reflects the company's improved operating performance over the
past two quarters and Moody's belief that this improvement will be
sustained over the intermediate term, supported by stable
automotive vehicle production in North America and cost structure
improvements completed by the company in 2009.  These conditions
no longer support the default risk indicated by the Caa rating.


AMERICAN AXLE: Reports $34.3-Mil. Net Income in Dec. 31 Qtr.
------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., reported net income
of $34.30 million on $583.30 million of net sales for the three
months ended Dec. 31, 2010, compared with net income of
$48.50 million on $464.00 million of net sales for the same period
the year before.

The Company also reported net income of $114.50 million on
$2.28 billion of net sales for the nine months ended Dec. 31,
2010, compared with a net loss of $253.30 million on $1.52 billion
of net sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.11 billion
in total assets, $2.58 billion in total liabilities and a
$468.10 million stockholders' deficit.

"The fourth quarter of 2010 completed a very successful year for
AAM.  AAM's full year 2010 sales grew by more than 50% on a year-
over-year basis.  AAM achieved record profit margin performance
and generated positive free cash flow each quarter of the year.
These positive accomplishments allowed us to reduce AAM's net debt
obligations by more than $125 million in 2010," said AAM's Co-
Founder, Chairman of the Board and Chief Executive Officer,
Richard E. Dauch.  "AAM is well positioned to benefit from a
continued recovery in the global automotive markets in 2011 and
beyond.  With a dual focus on driving performance in our daily
operations and building value for our many key stakeholders, we
are excited about our plans for continued profitable global
growth, accelerated business diversification and improved balance
sheet strength."

A full-text copy of the press release announcing the financial
results is available for free at:

               http://ResearchArchives.com/t/s?733f

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  AXL has financial support from GM, its
largest customer which accounted for 78% of sales in 2009.

                           *     *     *

In September 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on American Axle & Manufacturing Holdings
to 'B+' from 'B-'.  The outlook is stable.  "The upgrade reflects
S&P's opinion that American Axle's credit measures will improve
further in 2011 under the gradual recovery in North American auto
demand, and that the company's gross margins will expand more than
S&P previously expected," said Standard & Poor's credit analyst
Larry Orlowski.  The company's second-quarter results improved
significantly over those of 2009.   Revenue was $559.6 million,
more than twice as much as second-quarter sales a year ago,
reflecting improving light-vehicle demand and extended shutdowns
of GM and Chrysler in 2009.

In August 2010, Moody's Investors Service raised American Axle's
Corporate Family Rating and Probability of Default Rating to 'B2'
from 'Caa1'.  The raising of American Axle's CFR rating to B2
reflects the company's improved operating performance over the
past two quarters and Moody's belief that this improvement will be
sustained over the intermediate term, supported by stable
automotive vehicle production in North America and cost structure
improvements completed by the company in 2009.  These conditions
no longer support the default risk indicated by the Caa rating.


AMERICAN COMMUNITY: S&P Cuts Counterparty Credit Rating to 'CCCpi'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit and financial strength ratings on American
Community Mutual Insurance Co. to 'CCCpi' from 'BBpi'.

The downgrade reflects the company's weak and declining capital
adequacy, as measured by S&P's model, and its weak earnings.
Capital has decreased at an average rate of 35.2% since 2005.
Operating earnings (before realized capital gains and losses)
declined 92.5% to negative $46.05 million from negative
$23.92 million.  The poor operating performance continued through
June 30, 2010, with operating earnings of negative $8.75 million.

American Community Mutual sells accident and health products
marketed primarily through brokers.  The company is rated on a
stand-alone basis.


AMERICAN COMPENSATION: S&P Keeps 'BBpi' Counterparty Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BBpi' counterparty credit and financial strength ratings on
American Compensation Insurance Co. Standard & Poor's subsequently
withdrew the ratings.

The ratings are based on the company's weak and declining
operating performance and high concentration in workers'
compensation premiums, which is partially offset by its extremely
strong capitalization and adequate liquidity.

Based in Bloomington, Minn., American Compensation underwrites
workers' compensation coverage.  The company, which began
operations in 1992, operates in 22 states, with primary operations
in Minnesota, Michigan, and Colorado.  The parent company performs
claims, underwriting, and administrative functions for the
company.

The company is rated on a stand-alone basis.


AMERICAN HEALTHCARE: S&P Withdraws 'BBpi' Ratings
-------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
public information (pi) counterparty credit and financial strength
ratings on various companies that are no longer in operations or
where S&P does not have sufficient publicly available financial
information to maintain adequate surveillance on these companies.

                    Property/Casualty Insurers

American Healthcare Specialty Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

       Beacon Insurance Co. of America (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Api
Financial Strength Rating
  Local Currency                        NR                 Api

          Danielson Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 CCCpi
Financial Strength Rating
  Local Currency                        NR                 CCCpi

        Farm and City Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

     Farmers Home Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Bpi
Financial Strength Rating
  Local Currency                        NR                 Bpi

      Hemar Insurance Corp. of America (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

        Republic Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

          Surety Co. of the Pacific (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Bpi
Financial Strength Rating
  Local Currency                        NR                 Bpi

                           Life Insurers

        Alabama Reassurance Co. Inc. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

    Farmers & Traders Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

     Mutual Service Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Api
Financial Strength Rating
  Local Currency                        NR                 Api

   Tennessee Farmers Life Reassurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi


AMERICAN MINING: S&P Affirms & Withdraws 'BBpi' Ratings
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed and
subsequently withdrew its pi counterparty credit and financial
strength ratings on various companies that are part of groups with
interactive ratings.

Standard & Poor's has taken these rating actions to eliminate
possible confusion concerning the assignment of pi ratings with
companies that are part of interactively rated groups.  Although
Standard & Poor's interactive ratings include a review of the
entire group, the companies had not specifically requested that
Standard & Poor's assign these pi ratings, and maintaining pi
ratings on these companies might wrongly imply that Standard &
Poor's has access only to public information on them.

In accordance with Standard & Poor's surveillance standards, the
ratings were affirmed before they were withdrawn.

                         Ratings Affirmed

     American Mining Insurance Co. Inc. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

       Capital City Insurance Co. Inc. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

       Pioneer General Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

     U.S. Financial Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

                        Ratings Withdrawn

     American Mining Insurance Co. Inc. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

       Capital City Insurance Co. Inc. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

        Pioneer General Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

      U.S. Financial Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi


AMERICAN PACIFIC: Hearing on Plan Outline Moved to March 4
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada reset the
hearing on the disclosure statement explaining American Pacific
Financial Corporation's proposed Chapter 11 Plan from Feb. 16, at
9:30 a.m., to March 4, at 9:30 a.m.

As reported in the Troubled Company Reporter on Nov. 22, 2010, the
Plan provides for:

   -- cash payments to holders of priority claims;

   -- return or liquidation of collateral of secured creditors;
      and

   -- cash payments to all general unsecured creditors with
      allowed claims, either out of cash or out of net operating
      proceeds through their interest in the participation
      agreement:

       * Holders of General Unsecured Claims of $5,000 or less
         (expected to aggregate $37,315) will receive a cash
         payment of 50% of their claims within six months after
         the effective date.

       * Other holders of general unsecured claims (totaling
         $159,508,939) will receive beneficial interest in
         creditor trust secured participation agreement payable
         over 84 months unless extended by agreement.

                 About American Pacific Financial

Las Vegas, Nevada-based American Pacific Financial Corporation has
been involved in private equity and sub-debt investment in various
types of companies since 1978.  APFC's assets include loans and
investments in distressed real estate development projects and in
other types of distressed operating companies throughout various
industries.  The Company filed for Chapter 11 bankruptcy
protection on September 21, 2010 (Bankr. D. Nev. Case No.
10-27855).  Kaaran Thomas, Esq., and Ryan J. Works, Esq., at
McDonald Carano Wilson, LLP, in Las Vegas, Nev., represent the
Debtor.  The Company disclosed $16,597,647 in assets and
$160,977,435 in liabilities as of the Chapter 11 filing.


AMERICAN PUBLIC: S&P Affirms 'Bpi' Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'Bpi' counterparty
credit and financial strength ratings on American Public Life
Insurance Co.

                            Rationale

The ratings on American Public Life Insurance Co. are based on the
company's' marginal capitalization, as measured by S&P's model,
weak operating performance based on its pretax ROR, and product-
line concentration in the accident and health business, which is a
highly regulated segment.  Offsetting these weaknesses is the
company's good liquidity, based on S&P's model, relative its
ratings.

American Public is primarily engaged in the sale and service of
supplemental group insurance products such as, group disability,
group hospital, and dental.  It distributes its products primarily
through agents and brokers.  Its parent company, which began
operations in 1960, is licensed in 49 states and the District of
Columbia.

Ratings with a 'pi' subscript are based on an analysis of an
insurer's published financial information and additional
information in the public domain.  They do not reflect in-depth
meetings with an insurer's management and are therefore based on
less-comprehensive information than ratings without a 'pi'
subscript.  Ratings with a 'pi' subscript are typically reviewed
annually based on a new year's financial statements but might be
reviewed on an interim basis if a major event occurs that could
affect the insurer's financial security.  These ratings are not
subject to potential CreditWatch listings, and they generally are
not modified with "plus" or "minus" designations.


AMERICAN SAFETY: S&P Affirms 'Bpi' Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'Bpi'
counterparty credit and financial strength ratings on American
Safety Indemnity Co., American Safety Casualty Insurance Co., and
its affiliate, American Safety RRG Inc.

Casualty, Indemnity and RRG are members of American Safety
Insurance Holdings, Ltd.

The ratings on Casualty, Indemnity and RRG are based on the
companies' volatile operating performance and relatively small
capital base.  Offsetting these negative factors are good
geographic and product line diversification.

None of the ratings take into account any capital held by various
holding companies and unrated entities in the American Safety
group of companies.


AMERICAN TRANSIT: S&P Affirms 'CCCpi' Counterparty Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its counterparty
credit and financial strength ratings on American Transit
Insurance Company at 'CCCpi'.

                            Rationale

The ratings reflect American Transit's low capitalization and poor
underwriting performance in 2008 and 2009, which had combined
ratios of 126% and 130%, respectively.  The company's premium
revenue also declined from $223 million in 2005 to $131 million in
2009.

American Transit is a property and casualty insurance carrier
licensed in the state of New York and commenced operations in
1972.  The company specializes in the niche commercial automobile
insurance market, which includes black cars, limousines, livery,
taxicabs, and commercial contractors (artisans) vehicles primarily
serving the New York City and the metro area.

The company is rated on a stand-alone basis.


AMTRUST FINANCIAL: Hearing on Plan Outline Set for March 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio has
set a hearing for March 31, 2011, at 10:30 a.m. Eastern Time, to
consider the adequacy of the information contained in the
disclosure statement explaining AmTrust Financial Corporation nka
AmFin Financial Corporation and its affiliated debtors' Joint Plan
of Reorganization, dated Jan. 5, 2011.

Written objections to the disclosure statement must be filed with
the Clerk of the Bankruptcy Court no later than 4:00 PM Eastern
Time, on March 24, 2011.

As reported in the Troubled Company Reporter on Jan. 10, 2011,
under the Plan, the assets of each of the Debtors' bankruptcy
estates will revest in the Reorganized Debtors free and clear of
all liens and other encumbrances.  Thereafter, the Reorganized
Debtors will operate their businesses free of the restrictions
contained in the Bankruptcy Code and will implement the terms of
the AmFin Plan.

Following the effective date of the Plan, the business of the
Reorganized Debtors will be managed by a Chief Restructuring
Officer designated in the AmFin Plan.  The Chief Restructuring
Officer will have responsibility to implement the AmFin Plan,
including

    (a) converting the assets of the Reorganized Debtors into cash
        and distributing the cash pursuant to the AmFin Plan;

    (b) objecting to Claims against the Debtors and resolving such
        objections;

    (c) pursuing any retained causes of action of the Debtors;

    (d) employing attorneys, accountants, and other professionals
        in his or her discretion; and

    (e) in general, taking all steps necessary to implement the
        AmFin Plan.

                     About AmTrust Financial

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

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

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

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

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


AMTRUST FINANCIAL: Wants Plan Exclusivity Extended Until July 30
----------------------------------------------------------------
AmTrust Financial Corporation nka AmFin Financial Corporation, et
al., asks the U.S. Bankruptcy Court for the Northern District of
Ohio to extend their exclusive period to solicit acceptances of
their proposed Joint Plan of Reorganization through and including
July 30, 2011.

The Debtors noted that there are certain plan provisions that
require further discussion in order to obtain consensus among the
principal stakeholders, and that it is unlikely that a resolution
of these issues will occur prior to the current expiration of the
solicitation period.

In addition, the Debtors note that the solicitation period
currently expires on March 6, 2011, weeks before the Disclosure
Statement hearing that is scheduled for March 31, 2011.

                     About AmTrust Financial

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

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

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

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

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


ANCHOR BANCORP: Incurs $12.18 Million Net Loss in Dec. 31 Qtr.
--------------------------------------------------------------
Anchor BanCorp Wisconsin Inc. reported a net loss of
$12.18 million on $41.15 million of total interest income for the
fiscal third quarter ended Dec. 31, 2010, compared with a net loss
of $10.20 million on $53.55 million of total interest income for
the same period a year ago.

The Company's balance sheet at Dec. 31, 2010 showed $3.58 billion
in total assets, $3.59 billion in total liabilities and a
$9.52 million stockholders' deficit.  The balance sheet at
March 30, 2010, showed $30.11 million in stockholders' equity.

"Management has proactively continued to address both problem
credits and the effect of the protracted recessionary impact in
its key markets and on its customers," said Chris Bauer, president
and chief executive officer Anchor Bancorp. and its banking unit.

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'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.

A full-text copy of the press release announcing the third quarter
results is available for free at:

                http://ResearchArchives.com/t/s?734d

                        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.


ANTOL RESTORATION: Judge Olson Declines Invitation to Abstain
-------------------------------------------------------------
WestLaw reports that a bankruptcy court would not exercise its
discretion to permissively abstain from hearing an adversary
proceeding brought by a Chapter 7 trustee to recover on breach of
contract, quantum meruit, and other theories against a party who
had hired the debtor to perform certain prepetition repair work.
The proceeding involved simple claims governed by well-settled
Florida law, that the bankruptcy court could expeditiously
resolve.  On the other hand, the state court where a parallel
proceeding had been commenced had an overwhelming backlog of
31,000 civil foreclosure cases, and severing the state law claims
would severely impede progress of the bankruptcy case because the
state court was overwhelmed with other cases.  In re Antol
Restoration, Inc., --- B.R. ----, 2011 WL 476866 (Bankr. S.D.
Fla.) (Olson, J.).

A copy of the Honorable John K. Olson's Order Denying the
Defendant's Motion to Dismiss Welt v. Farino, Adv. Pro. No. 10-
3165 (Bankr. S.D. Fla.), is available at http://is.gd/fEpce0
from Leagle.com.

Antol Restoration, Inc., sought chapter 11 protection (Bankr. S.D.
Fla. Case No. 08-26402) on Oct. 30, 2008, disclosing $678,226 in
assets and $2,065,917 in liabilities at the time of the filing.
On May 1, 2009, Kenneth A. Welt was appointed to serve as a
Chapter 11 Trustee.  On June 2, 2009, the Bankruptcy Court the
Trustee's motion to convert the case to a Chapter 7 liquidation
proceeding.


ARTECITY PARK: Ordered to Amend Plan Outline Prior to Hearing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
continued to March 24, 2011 at 11:30 a.m., the hearing on the
disclosure statement filed in support of Artecity Management LLC
and its affiliated debtors' proposed joint plan of liquidation.
The Court directed the Debtors to file an amended Disclosure
Statement and amended Plan two weeks before the March 24 hearing.

The Debtors and Corus Construction Venture, LLC, a creditor, had
previously agreed to the postponement of the hearing until January
in order to give time to amend the Disclosure Statement.

According to the current iteration of the Disclosure Statement,
the Debtors propose to substantively consolidate the assets and
liabilities of their estates.  Pursuant to the terms of the Plan:

   i) unpaid allowed administrative expense claims and U.S.
      Trustee fees will be paid in full on the effective date,
      which the Debtors estimate to be April 1, 2011;

  ii) individual holders of allowed priority unsecured deposit
      claims in Class 1 will be paid the allowed amount of their
      claim;

iii) the allowed secured claim of Miami-Dade County Tax Collector
     in Class 2 will be paid from sale proceeds upon the earlier
      closing of sales of condominium units;

  iv) the allowed CCV secured claim in Class 3 will be paid an
      amount equal to the CCV secured claim payment; and

   v) the allowed CCV deficiency claim, allowed unsecured
      mechanics' lien claims, and unsecured claims in Class 4A to
      4C will be paid a quarterly pro rata distribution equal to
      the amount of unsecured claims payment upon the earlier of
      full payment of the CCV secured claim or exit loan.  general
      unsecured claims will receive an estimated distribution of
      between 15% to 40% of their allowed claims.

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

                      About Artecity Park LLC

Miami Beach, Florida-based Artecity Park LLC filed for Chapter 11
bankruptcy protection on July 26, 2010 (Bankr. S.D. Fla. Case No.
10-31410).  Thomas R. Lehman, Esq., at Levine Kellogg Lehman
Schneider & Grossman LLP, in Miami, Fla., represent the Debtors as
counsel.  The Company estimated assets at $50 million to
$100 million and debts at $10 million to $50 million.

Affiliates Artecity Management, LLC, Artecity Holding, Ltd.,
Artecity Governor LLC, Artecity Plaza LLC, Artepark South
Development LLC, and Park Villas Development LLC, also filed for
Chapter 11.  The cases are jointly administered under Artecity
Management, LLC.

The Debtors are engaged in the development of a real estate
condominium project in Miami Beach, Florida, known as the
Aretecity.  The Project includes 202 condominium units in five
multi-level buildings, together with retail spaces, two pools, a
fitness and spa facility, and a parking garage.

Artecity Management, LLC, manages the Debtors' operations and is
the general partner of Artecity Holding, Ltd.  Artecity Holding
owns 100% of the membership interests in Artecity Park LLC,
Artecity Plaza LLC, Artecity Governor LLC, Artepark South
Development LLC, and Park Villas Development LLC.


ASSOCIATED INDUSTRIES: S&P Affirms 'CCCpi' Counterparty Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'CCCpi'
counterparty credit and financial strength ratings on Associated
Industries Insurance Co.  Standard & Poor's subsequently withdrew
the ratings.

The ratings reflected AIIC's weak underwriting performance in 2007
(combined ratio of 116%) and high liabilities to surplus levels
(5.37x).  However, in 2008, AIIC entered into an intercompany
reinsurance agreement with affiliates of AmTrust Group, a publicly
traded company.

Based in Boca Raton, Fla., AIIC writes only workers' compensation
insurance and distributes its products primarily through
independent general agents.  The company, which commenced business
operations in 1954, is licensed in Alabama, Florida, Georgia, and
Mississippi.  The parent company of AIIC is Associated Industries
Insurance Services Inc.  In 2008, AIIS was purchased by AmTrust
Financial Services Inc.

The company was rated on a stand-alone basis.


ATLANTA LIFE: S&P Downgrades Counterparty Credit Rating to 'Bpi'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit and financial strength ratings on Atlanta
Life Insurance Co. to 'Bpi' from 'BBpi'.

The downgrade primarily reflects the company's weak and
deteriorated capital and liquidity, as measured by S&P's models,
and continued poor profitability based on its pretax return on
revenue.  As of June 30, 2010, Atlanta Life had an ROR of negative
1.8%, and total adjusted capital was down nearly 40% compared
year-end 2008.

Atlanta Life is the flagship of Atlanta Life Financial Group and
comprises Group Reinsurance and Atlanta Life General Agency.  The
company offers primarily group life insurance with a small amount
of individual annuity and life insurance in force.  Atlanta Life
is rated on stand-alone basis.


AUTO CLUB: S&P Affirms 'BBpi' Counterparty Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BBpi'
counterparty credit and financial strength ratings on Auto Club
Life Insurance Co.

The ratings reflect the company's marginal capital and liquidity,
as measured by S&P's models.  In addition, S&P believes the
$3.8 million deferred tax asset recognized in 2009 as a result of
SSAP 10R diminished the quality of capital.  Earnings (before
realized capital gains and losses) declined to $940,000 as of
June 30, 2010, from $6.9 million in full-year 2009.  Further
limiting the ratings is the company's geographic concentration
within two states, Michigan and California, which constituted
92.3% of premiums as of year-end 2009.

Auto Club Life is a Michigan-domiciled life and accident and
health insurance company with licenses in 26 states.  All policies
are nonparticipating.  Auto Club Insurance Association, The Auto
Club group, and Automobile Club of Michigan own the company.  The
company ceased writing policies in March 2000 and began assuming
policies issued by AAA Life Insurance Co. (Michigan), written by
the company's life agency.  Policies assumed pursuant to this
agreement are subject to 80% quota reinsurance.  In January 2006,
the company began assuming 90% of new business written by its
agents.  Auto Club Life is rated on a stand-alone basis.


AVANTAIR INC: Changes 'Plurality of Votes' Provision in By-Laws
---------------------------------------------------------------
Effective February 4, 2011, the Third Amended and Restated By Laws
of Avantair, Inc. were adopted by the Board of Directors, a copy
of which is available for free at:

                http://ResearchArchives.com/t/s?733e

The Board of Directors adopted a revision to the Company's By Laws
related to the voting standard such that a nominee for the
election of directors will receive an affirmative vote of a
majority of the votes cast with respect to such nominee in order
to be elected.  The previous By Laws of the Company provided that
a plurality of votes cast were sufficient to elect the nominee.

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.  As of June 30, 2010, Avantair operated 55 aircraft
within its fleet, which is comprised of 46 aircraft for fractional
ownership, 5 company owned core aircraft and 4 leased and company
managed aircraft.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company's balance sheet at Sept. 30, 2010, showed
$124.21 million in total assets, $146.82 million in total
liabilities, $14.64 million in Series A convertible preferred
stock, and a stockholders' deficit of $37.25 million.

Avantair said in the Form 10-Q for the quarter ended Sept. 30,
2010, that it has incurred losses since inception and may not be
able to generate sufficient net revenue from its business in the
future to achieve or sustain profitability.  At September 30,
2010, the Company had approximately $6.9 million of unrestricted
cash on hand and assuming there is no change in recent sales and
expense trends, the Company believes that its cash position will
be sufficient to continue operations for the foreseeable future.


BAYTEX ENERGY: Moody's Assigns 'B3' Rating to $150 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Baytex Energy
Corp.'s offering of US$150 million of senior unsecured notes.
Proceeds from the notes will be used to repay outstanding revolver
debt.  Concurrent with the bond issue, Moody's will move the
Corporate Family Rating and Probability of Default Rating of
Baytex Energy Ltd. to Baytex Energy Corp., as this is now the top
most legal entity within the corporate family having rated debt.
In addition, Moody's is correcting the description in its database
of 9.15% C$150 million notes due 2016 to senior unsecured.  Due to
an administrative error, they were initially labelled as senior
subordinated notes.  The rating on the notes is unaffected by the
correction.  The rating outlook is stable.

                        Ratings Rationale

Baytex's B1 Corporate Family Rating reflects its 80% oil-weighted
production platform and favorable leveraged full cycle ratio,
growing production profile and favorable leverage on production,
and solid finding and development costs.  At the same time the
rating considers Baytex's relatively small reserves, short reserve
life in terms of proved developed reserves, although its reserve
life has expanded with recent acquisitions, and the company's very
high dividend payments.

The stable outlook reflects Baytex's growing production profile
and oil bias.  A rating upgrade is unlikely in the near term given
Baytex's relatively small reserves for a B1 rated exploration and
production company and short reserve life.  However, a change in
outlook to positive would be considered if the reserves profile
was expanded while consistently generating positive free cash
flow.  A negative outlook or downgrade could be considered if the
company was unable to replace reserves at competitive costs and
its 3-year drill-bit finding and development costs including
revisions appeared likely to be sustained above $21, if E&P Debt
to PD Reserves appeared likely to be sustained above $11 or E&P
Debt plus Future Development Capex to Total Reserves moved to $13.

The B3 rating of the senior unsecured notes reflects both the
overall probability of default of Baytex, to which Moody's assigns
a PDR of B1, and a loss given default of LGD5 (83%).  The note
rating is two notches below the B1 CFR because of the very high
level of prior ranking debt in the capital structure, principally
comprised of the company's C$625 million revolving credit
facilities.  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 notching is in
accordance with Moody's Loss Given default Methodology.

Baytex Energy Corp. is a Calgary, Alberta based independent
exploration and production company focused on heavy oil with
primary assets in Western Canada.


BEAZER HOMES: Amends Charter to Preserve NOL Tax Benefits
---------------------------------------------------------
On Feb. 3, Beazer Homes USA, Inc., filed with the Delaware
Secretary of State a Certificate of Amendment to the Company's
Amended and Restated Certificate of Incorporation adding a new
Article 8 thereto that is intended to help preserve certain tax
benefits primarily associated with the Company's net operating
losses.  The Protective Amendment was approved by the stockholders
at the Company's 2011 Annual Meeting of Stockholders.

A full-text copy of the Protective Amendment is available for free
at http://ResearchArchives.com/t/s?733a

On Feb. 2, 2011, the Company held its 2011 Annual Meeting of
Stockholders.  A total of 63,151,159 shares were represented in
person or by valid proxy at the meeting.   At the meeting, the
stockholders:

   (a) elected Laurent Alpert, Brian C. Beazer, Peter G.
       Leemputte, Ian J. McCarthy, Norma A. Provencio, Larry T.
       Solari and Stephen P. Zelnak to serve as directors until
       the next annual meeting of stockholders or until their
       successors are elected and qualified;

   (b) ratified the appointment of Deloitte & Touche, LLP as the
       Company's independent registered public accounting firm for
       the fiscal year ending September 30, 2011;

   (c) voted against, on a non-binding, advisory basis, the
       compensation paid to the Company's named executive officers
       for fiscal year 2010;

   (d) approved, on a non-binding, advisory basis, to vote
       annually on the compensation paid to the Company's named
       executive officers;

   (e) approved the adoption of a protective amendment to the
       Company's Certificate of Incorporation to help preserve
       certain tax benefits primarily associated with the
       Company's net operating losses; and

   (f) approved the Beazer Homes USA, Inc. Section 382 Rights
       Agreement, as amended to help protect the tax benefits
       primarily associated with the Company's net operating
       losses.

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at Dec. 31, 2010 showed $1.90 billion
in total assets, $1.55 billion in total liabilities and
$349.65 million in total stockholders' equity.

                           *     *     *

Beazer carries (i) a "B-" issuer credit rating, with "stable"
outlook, from Standard & Poor's, (ii) "Caa1" probability of
default and long term corporate family ratings from Moody's, and
(iii) 'B-' issuer default rating, with stable outlook, from Fitch
Ratings.

Fitch said in November 2010 that the ratings and Outlook for
Beazer reflect the company's healthy liquidity position, improved
capital structure as well as the challenges still facing the
housing market.  Fitch expects existing home sales will decline
7.5% in 2010 and increase 6% in 2011.

S&P said in November 2010 that although Beazer's business and
liquidity profiles have improved, S&P doesn't anticipate raising
its ratings on the company over the next 12 months because S&P
expects costs associated with the company's heavy debt load will
weigh on profitability.

The Caa1 corporate family rating reflects Moody's expectation that
Beazer has reduced costs sufficiently that it will continue to
reduce losses in fiscal 2011.  The impairments and other charges
are likely to be less material going forward, given the company's
improving gross margin performance, stabilizing pricing
environment, and increasing absorptions.  However, Moody's
expectation is that Beazer's cash flow performance will weaken in
2011, as the benefits of inventory liquidation have largely played
out.  The ratings also reflect the company's extended debt
maturity profile, improved Moody's-adjusted debt leverage, and
increased net worth position.


BEAZER HOMES: Incurs $48.81 Million Net Loss in Dec. 31 Qtr.
------------------------------------------------------------
Beazer Homes USA, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q.  The
Company reported a net loss of $48.81 million on $110.30 million
of total revenue for the three months ended Dec. 31, 2010,
compared with net income of $47.99 million on $213.07 million of
total revenue for the same period the year before.

The Company's balance sheet at Dec. 31, 2010 showed $1.90 billion
in total assets, $1.55 billion in total liabilities and
$349.65 million in total stockholders' equity.

Ian J. McCarthy, President and Chief Executive Officer, said, in a
statement announcing the latest quarterly results, "As we
anticipated, conditions remained very challenging in the
homebuilding sector during our first quarter.  Despite low
interest rates and excellent home price affordability, demand for
new homes remained at exceptionally low levels.  Over the next six
months, we anticipate seasonal improvements in home buyer demand.
In addition we remain hopeful that we will see the initial stages
of a cyclical recovery in the demand for new homes this year.
While actual and potential foreclosures will likely keep home
prices under pressure for some time, the steady increase in
residential rents provides potential home buyers with an
increasingly attractive option in home ownership."  Mr. McCarthy
continued, "With no significant debt maturities until 2015, a very
substantial cash position, an excellent finished lot position and
improving home buyer sentiment, we believe we are well positioned
to participate in the eventual housing recovery."

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

               http://ResearchArchives.com/t/s?7339

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

                           *     *     *

Beazer carries (i) a "B-" issuer credit rating, with "stable"
outlook, from Standard & Poor's, (ii) "Caa1" probability of
default and long term corporate family ratings from Moody's, and
(iii) 'B-' issuer default rating, with stable outlook, from Fitch
Ratings.

Fitch said in November 2010 that the ratings and Outlook for
Beazer reflect the company's healthy liquidity position, improved
capital structure as well as the challenges still facing the
housing market.  Fitch expects existing home sales will decline
7.5% in 2010 and increase 6% in 2011.

S&P said in November 2010 that although Beazer's business and
liquidity profiles have improved, S&P doesn't anticipate raising
its ratings on the company over the next 12 months because S&P
expects costs associated with the company's heavy debt load will
weigh on profitability.

The Caa1 corporate family rating reflects Moody's expectation that
Beazer has reduced costs sufficiently that it will continue to
reduce losses in fiscal 2011.  The impairments and other charges
are likely to be less material going forward, given the company's
improving gross margin performance, stabilizing pricing
environment, and increasing absorptions.  However, Moody's
expectation is that Beazer's cash flow performance will weaken in
2011, as the benefits of inventory liquidation have largely played
out.  The ratings also reflect the company's extended debt
maturity profile, improved Moody's-adjusted debt leverage, and
increased net worth position.


BEST ENERGY: Seeks Chapter 11 Protection
----------------------------------------
Best Energy Services, Inc. has filed for bankruptcy protection
under Chapter 11 (Bankr. D. Kan. Case No. 11-10286), in Wichita,
Kansas.

Headquartered in Houston, Texas, Best Energy Services --
http://www.BEYSinc.com/-- claims to be a leading well
service/workover provider in the Hugoton and Central Kansas
Basins.

Best Energy Services estimated $500,000 to $1,000,000 in assets
and up to $100,000 in debts as of the Chapter 11 filing.

Affiliates of Best Energy that filed for Chapter 11 protection on
Feb. 15, 2011, are:

   Debtor                              Case No.
   ------                              --------
Best Well Services Inc                 11-10285
Bob Beeman Drilling Company Inc        11-10287
Best Energy Ventures LLC               11-10288

The Debtors are represented by:

        Edward J Nazar, Esq.
        245 North Waco
        Suite 402
        Wichita, KS 67202
        Tel: (316) 262-8361
        Fax : (316) 263-0610
        E-mail: ebn1@redmondnazar.com


BIOFUEL ENERGY: Authorized Common Shares Hiked to 140 Million
-------------------------------------------------------------
The amended and restated certificate of incorporation of BioFuel
Energy Corp. became effective Feb. 2.  The amended and restated
certificate of incorporation increases the number of authorized
shares of the Company's common stock from 100,000,000 to
140,000,000 and increases the number of authorized shares of the
Company's class B common stock from 50,000,000 to 75,000,000.

On Feb. 2, 2011, the Company held a special meeting of its
stockholders.  The special meeting was called in connection with
the Company's previously announced rights offering that expired on
January 28, 2011 of subscription rights to purchase depositary
shares representing shares of series A non-voting convertible
preferred stock of the Company.  Of the 32,577,713 total shares of
voting stock outstanding as of Dec. 27, 2010, the record date for
the meeting, 81% were voted in favor of a proposal to amend the
Certificate of Incorporation to increase the number of authorized
shares of common stock and the class B common stock.  Of the
22,098,990 votes cast by the Company's stockholders on the second
proposal, which represents approximately 68% of the Company's
total shares of voting stock outstanding as of the record date,
99% of the votes were in favor of:

   (i) the issuance of all shares of common stock issuable upon
       the conversion of all shares of series A non-voting
       convertible preferred stock underlying the depositary
       shares purchased in connection with the rights offering and
       related transactions;

  (ii)(A) the issuance of all shares of class B common stock
       issuable upon the conversion of all preferred membership
       interests and class B preferred membership interests in
       BioFuel Energy, LLC that holders of membership interests in
       the LLC purchase in the LLC's concurrent private placement
       and related transactions and (B) the issuance of all shares
       of common stock issuable upon the elective exchange of
       membership interests in the LLC received by those persons
       following the conversion of all preferred membership
       interests in the LLC; and

(iii) the issuance of warrants and of all shares of common stock
       issuable upon the exercise of the warrants assuming that
       those warrants are issued.

                        About Biofuel Energy

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

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

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

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


BORDERS GROUP: In Talks With Liquidators; Seeks $450MM DIP Loan
---------------------------------------------------------------
According to Reuters' Tom Hals, sources told Reuters on Monday
Borders Group Inc. is also considering bids from liquidators who
were asked for their proposals to close around 200 U.S. locations,
including both Borders superstores and smaller Waldenbooks shops.

Borders is expected to file for Chapter 11 by the end of the
month, sources have told Reuters.

Mr. Hals also relates that Reuters Loan Pricing Corp., citing
sources, reported Tuesday that Borders is seeking a $450 million
debtor-in-possession loan.  RLPC said GE Capital Corp. is
preparing the loan.

GE Capital is trying to syndicate the loan, and RLPC reported that
efforts to find investors for the loan are moving slowly.  Sources
told RLPC that the loan includes a $410 million revolving credit,
a $20 million term loan and $20 million in letters of credit.

Reuters said Borders and GE Capital did not immediately return a
call for comment.

                       About Borders Group

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

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

Borders received a financing commitment of $550 million from the
General Electric unit on Jan. 27.  The funding had several
conditions including securing $175 million from other lenders and
$125 million in junior debt provided by vendors and lenders.  The
funding is also contingent on Borders completing a program to
close stores.  Borders said on Dec. 30, 2010, that it was
delaying payments to some publishers.

News sources report that Borders has tapped Jefferies & Co. for
investment banking services, has turned to Kasowitz, Benson,
Torres & Friedman for legal advice, and has hired restructuring
specialist FTI Consulting Inc. for additional advice and counsel.
The New York Times has reported that Lowenstein Sandler is
providing legal counsel and Alvarez & Marsal is providing other
corporate restructuring guidance to a group of publishers.


BERNARD L MADOFF: Says Mets Owners Not Aware of Ponzi Scheme
------------------------------------------------------------
Adam Rubin, writing for ESPNNewYork.com, reports that the owners
of the New York Mets received a show of support Tuesday from
Bernard Madoff.  In a prison interview, Mr. Madoff told The New
York Times that team owners Fred and Jeff Wilpon and Saul Katz had
no knowledge he was operating a Ponzi scheme.

"They knew nothing," Mr. Madoff told the newspaper. "They knew
nothing."

Mr. Picard is seeking up to about $1 billion from Fred Wilpon, his
brother-in-law Saul Katz, their partners, relatives and entities
related to their real-estate investment firm, Sterling Equities
Associates.  Mr. Picard has alleged the Mets owners and their
business partners failed to investigate direct warnings and
evidence that Mr. Madoff was conducting a Ponzi scheme, while
reaping hundreds of millions of fictitious profits.  He is seeking
the return of nearly $300 million in fictitious profits, as well
as up to $700 million in principal withdrawn since 2002.

Messrs. Wilpon and Katz have called the allegations "abusive,
unfair and untrue." "The plain truth is that not one of the
Sterling partners ever knew or suspected that Madoff ran a Ponzi
scheme," they said in a statement last week.

Chad Bray, writing for Dow Jones Newswires, reported that former
New York Gov. Mario Cuomo has been appointed to mediate a legal
dispute between the owners of the New York Mets and Irving Picard,
the trustee seeking to recover assets on behalf of victims of
Bernard Madoff's fraud.  Dow Jones reported that in an order
Thursday, U.S. District Judge Burton Lifland recommended the case
be referred to "an appropriately experienced mediator" and
appointed the former governor, who now works at Willkie Farr &
Gallagher LLP.  The order indicated both parties consented to his
appoint.

According to Mr. Rubin, Mr. Madoff did tell The NY Times in a two-
hour interview in a prison visiting room Tuesday that he believed
banks were complicit in his fraud.  "They had to know," Mr. Madoff
told the newspaper. "But the attitude was sort of, 'If you're
doing something wrong, we don't want to know.'"

The New York Times reported that Donald Trump said Tuesday that
Fred Wilpon called him to set up a face-to-face meeting to talk
about buying part of the team.

                       About Bernard L. Madoff

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

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

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

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

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

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

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


BULOVA TECH: Bankruptcy Court Confirms Chapter 11 Plan
------------------------------------------------------
The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for
the Middle District of Florida has confirmed Bulova Tech Riverside
LLC's Chapter 11 plan.

The Plan, as amended Dec. 15, 2010, provides that the Debtor will
fund the payments to be made under the Plan on the effective date
through cash derived from operations, from any exit financing, and
from the income generated from a month-to-month interim lease with
Bulova Technologies Group, Inc. (BLVT) for a portion of the
Debtors' "Primary Property."

The Debtor currently owns:

    (1) The Primary Property -- real property comprising
        465,000 square foot warehousing and light industrial
        multi-use facility located at 110 L.E. Barry Road in
        Natchez, Mississippi.

    (2) The Separate Property -- certain real property comprised
        of a noncontiguous separate parcel of property located at
        91 Carthage Point Road in Natchez, Mississippi.

The Debtor will sell the Separate Property on or prior to July 31,
2011.  The net proceeds from the sale of the Separate Property
will be used to pay any unpaid allowed administrative claim,
allowed priority tax claims, and allowed secured tax claims with
any excess to be deposited in the secured claims fund.

Any allowed secured claim secured by valid and unavoidable Liens
on the Primary Property and not paid in full from the sale
proceeds will be paid from the proceeds derived from a financing
transaction, sale, or leaseback of the Primary Property within 24
months of the Effective Date.  In order to provide an income
stream to a prospective purchaser or lender, the Debtor may
execute a long-term lease with BLVT, or some other party for some
or all of the Primary Property contemporaneous with the closing of
the sale.

The Reorganized Debtor's operations during the "sale" process for
the Primary Property -- 24 months after the Effective Date -- will
be funded by cash generated from operations and supplemented to
the extent necessary by cash generated from the Interim Lease.

A copy of the Amended Plan is available for free at:

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

                         Treatment of Claims

Under the Amended Plan, the administrative claims will be paid by
the applicable Reorganized Debtor in cash, in full.  Each holder
of a priority tax claim will receive cash, in full satisfaction of
their claims.

With respect to classified claims and interests:

    * holders of priority claims are unimpaired.

    * holders of secured tax claims are impaired and will receive
      1/12th of the real property taxes each month -- plus accrued
      interest through the Plan's effective date -- until the
      taxes are paid in full.

    * Secured claimants are impaired: (a) Valley National Bank is
      impaired and will receive payment from the proceeds of the
      property sale, (b) Fifth Third Bank will retain its lien on
      the Debtor's property, (c) Marshall & Ilsley Bank will
      receive (i) a total of $200,000 cash to be paid in
      installments, (ii) and a $2.84 million claim secured by a
      lien on the Debtor's Primary Property, to be paid off with
      monthly payments of $8,000, (iii) and a stock portfolio, and
      (d) Mississippi State Tax Commission will receive proceeds
      from the sale of the Separate Property.

    * General unsecured creditors will receive cash equal to 50%
      of the holder's claim within 90 days of the Effective Date
      and will pay the remaining 50% of the claim within 15 days
      of the Closing of the Separate Property sale.

    * Holders of general unsecured claims classified as "small
      claims" are unimpaired and each will receive the lesser of
      100% of the claim or $300.

    * Holders of equity interests are unimpaired and will retain
      their existing interests.

                  About Bulova Tech Riverside LLC

Seffner, Florida-based Bulova Tech Riverside LLC, fka USSEC
Riverside II, LLC, filed for Chapter 11 bankruptcy protection on
April 12, 2010 (Bankr. M.D. Fla. Case No. 10-08500).  David S.
Jennis, Esq., at Jennis & Bowen, P.L., assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.

The Company's affiliate, EarthFirst Technologies Incorporated,
filed a Chapter 11 petition on June 13, 2008 (Case No. 08-08639).


BURLINGTON COAT: Fitch Puts 'CC/RR6' Rating on $400MM Sr. Notes
---------------------------------------------------------------
Fitch Ratings has assigned these ratings to Burlington Coat
Factory Warehouse Corp.

  -- Proposed amended and extended six-year $1 billion term loan
     'B-/RR4';

  -- Proposed new $400 million senior unsecured notes due 2019
     'CC/RR6'.

The 'B-/RR4' rating on the term loan is one notch below the rating
on the current $900 million term loan due May 2013.  This is due
to a reduction in expected recovery prospects on the proposed term
loan based on BCF's liquidation value in a distressed scenario.
The ratings on the term loan and the notes are the same as the
ratings assigned to a previous transaction proposed in November
2010.  The Rating Outlook is Stable.  A full rating list is shown
below.

Proceeds from the offerings are expected to be used to repay the
approximately $850 million outstanding on the term loan facility
due May 2013, the $305 million 11.125% senior unsecured notes due
April 2014 and Burlington Coat Factory Investment Holdings, Inc.'s
(Parent) $99.3 million 14.5% senior discount notes due October
2014.  The remaining proceeds are expected to be used towards
making a contribution to BCF's equity holders, paying related fees
and expenses and for general corporate purposes.  Pro forma for
the proposed offerings, BCF had approximately $1.4 billion of debt
outstanding at Oct. 30, 2010.

The ratings reflect BCF's significant geographic reach with 460
stores across 44 states and Puerto Rico, positive free cash flow
generation and adequate liquidity.  The ratings also consider
BCF's high leverage and intense competition in the discounted
apparel and home furnishings segments.

BCF generated revenues of $3.7 billion and comparable store sales
of negative 0.2% in fiscal 2010 ending Jan. 29, 2011.  BCF changed
its fiscal year end in 2010 from May to January.  During the
transition period, which began on May 31, 2009, and ended on
Jan. 30, 2010, comparable store sales decreased 4.8%.  The
improvement in comparable store sales was partly due to
refinements in the merchandising strategy.

In the last twelve months ended Oct. 30, 2010, BCF's operating
margins have strengthened as a result of fewer markdowns and cost
cutting efforts.  The LTM operating EBIT margin increased 70 basis
points to 3.1% compared to 2.4% in the last FYE May 30, 2009.
This combined with debt reduction of approximately $170 million
resulted in LTM leverage, defined as total adjusted debt/EBITDAR,
decreasing to 6.1 times at Oct. 30, 2010, from 6.6x at May 30,
2009.  Interest coverage, defined as EBITDAR/interest expense plus
rent, was flat at 1.7x in both periods.  Fitch expects year end
fiscal 2010 leverage to be 6.2x based on -0.2% comparable store
sales and an operating EBIT margin of 3.1%.  Pro forma for the
proposed $1.4 billion debt offering, leverage is expected to
increase to around 6.4x for fiscal 2011 ending Jan. 28, 2012.
Fiscal 2010 and fiscal 2011 coverage ratios are expected to be
around 1.7x.

Fitch anticipates BCF will have adequate liquidity to meet its
near-term capital and debt service requirements following the
completion of the proposed offerings, which will extend the debt
maturity profile to 2017 (with the exception of its credit
facility that will mature on Feb. 4, 2014).  BCF generated
positive free cash flow of $179 million in the LTM period and had
$89 million of cash and cash equivalents as well as approximately
$560 million of availability under its $721 million credit
facility as of Oct. 30, 2010.  The increases in cash and free cash
flow will not be sustainable as BCF's payables will return to a
normalized level at FYE.  For fiscal 2011, the announced
contribution to BCF's equity holders will likely result in
negative free cash flow and reduce cash to around $50 million.

The ratings on the various securities reflect Fitch's recovery
analysis which is based on a liquidation value of BCF in a
distressed scenario of around $900 million.  Applying this value
across the capital structure results in an outstanding recovery
prospect (91%-100%) for the asset-based revolver.  This revolver
is rated 'BB-/RR1' and is collateralized by a first lien on
inventory and receivables and a second lien on real estate and
property and equipment.  The term loan is rated 'B-/RR4',
reflecting average recovery prospects (31%-50%), and is
collateralized by a first lien on BCF's real estate and property
and a second lien on inventory and receivables.  The unsecured
senior notes at the operating company level are guaranteed by the
holding company and its current and future restricted
subsidiaries.  These notes are rated 'CC/RR6' reflecting poor
recovery prospects (0%-10%).

Fitch's ratings on BCF are:

Burlington Coat Factory Investment Holdings, Inc.

  -- Long-term IDR 'B-'.

Burlington Coat Factory Warehouse Corp.

  -- Long-term IDR 'B-';
  -- $721 million asset-based revolver 'BB-/RR1';
  -- $1 billion term loan 'B-/RR4';
  -- $400 million senior unsecured notes 'CC/RR6'.


CALIFORNIA CASUALTY: S&P Affirms 'BBpi' Counterparty Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BBpi' counterparty credit and financial strength ratings on the
members of the California Casualty Group (California Casualty
Indemnity Exchange, California Casualty Compensation Insurance
Co., California Casualty Insurance Co., California Casualty
General Insurance Co., and California Casualty & Fire Insurance
Co.

The ratings are based on the companies' weak and declining
operating performance and high geographic and product-line
concentrations, which are partly offset by the group's very strong
capitalization.

California Casualty Group is a multiline property/casualty
insurance group operating in 32 states.  California Casualty
Indemnity Exchange, based in San Mateo, Calif., mainly writes
automobile and homeowners' insurance (including mobile homes),
distributed primarily through direct marketing.


CALIFORNIA COASTAL: Bandera Partners Owns 8.4% of Common Stock
--------------------------------------------------------------
In a regulatory filing Thursday, Bandera Partners LLC, Gregory
Bylinsky, Jefferson Gramm, and Andrew Shpiz disclose that as of
Dec. 31, 2010, they may be deemed to beneficially own 918,692
shares representing 8.4% of common stock, $0.05 par value, of
California Coastal Communities, Inc.

The 918,692 shares of Common Stock are directly owned by Bandera
Master Fund L.P., a Cayman Islands exempted limited partnership.

Bandera Partners is the investment manager of Bandera Master Fund
and may be deemed to have beneficial ownership over Bandera Master
Fund's shares by virtue of the sole and exclusive authority
granted to it by Bandera Master Fund (to vote and dispose of the
Bandera Master Fund's shares).

Mr. Bylinsky, Mr. Gramm and Mr. Shpiz are Managing Partners,
Managing Directors and Portfolio Managers of Bandera Partners.

A full-text copy of the SC13G/A is available for free at:

               http://researcharchives.com/t/s?7342

                     About California Coastal

Irvine, California-based California Coastal Communities, Inc.
-- 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 (Bankr. C.D. Calif. Case No. 09-21712) on Oct. 27,
2009.  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 disclosed
$4.23 million in assets and $250.5 million in liabilities as of
the Chapter 11 filing.


CALIFORNIA COASTAL: Dimensional Fund Owns 5.31% of Common Stock
---------------------------------------------------------------
In a regulatory filing Thursday, Dimensional Fund Advisors LP
disclose that as of Dec. 31, 2010, they it may be deemed to
beneficially own 583,726 shares representing 5.31% of the common
stock of California Coastal Communities, Inc.

A full-text copy of the SC 13G/A is available for free at:

               http://researcharchives.com/t/s?734c

                     About California Coastal

Irvine, California-based California Coastal Communities, Inc.
-- 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 (Bankr. C.D. Calif. Case No. 09-21712) on Oct. 27,
2009.  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 disclosed
$4.23 million in assets and $250.5 million in liabilities as of
the Chapter 11 filing.


CALIFORNIA COASTAL: Wins Court Nod to Get Final $10-Mil. Financing
------------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court signed a
final order authorizing California Coastal Communities to obtain
the final $10 million of its $15 million in postpetition financing
from Anchorage Illiquid Opportunities Offshore Master, L.P,
Anchorage Illiquid Opportunities Offshore Master II, L.P, GRF
Master Fund, L.P, Bank of America, N.A, and Luxor Capital.

As reported in the Jan. 17, 2011 edition of the Troubled Company
Reporter, Wilmington Trust FSB is serving as administrative and
collateral agent under the credit facility.  The DIP Credit
Agreement loans bear interest at the rate of Libor + 750 basis
points with a Libor floor of 250 basis points (resulting in a
current annual rate of 10.0%).

The Company has an option, subject to certain conditions, to
convert the DIP Loan into a first lien position loan in the
principal amount of $15.0 million with an expected maturity date
of March 1, 2013, which will be paid interest at the same rate as
the DIP Interest Rate.

The DIP Credit Agreement includes affirmative and negative
covenants that will impose substantial restrictions on the
financial and business operations of the Company and its
subsidiaries, including their ability to incur and secure debt,
make investments, sell assets, pay dividends or make acquisitions.

A copy of the DIP Credit Agreement is available for free at:

               http://researcharchives.com/t/s?7232

                     About California Coastal

Irvine, California-based California Coastal Communities, Inc.
-- 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 and certain of its wholly-owned subsidiaries
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif.
Lead Case No. 09-21712) on Oct. 27, 2009.  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 disclosed $4.23 million in assets and $250.5 million in
liabilities as of the Chapter 11 filing.


CAPITAL CITY: S&P Affirms Then Withdraws 'BBpi' Ratings
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed and
subsequently withdrew its pi counterparty credit and financial
strength ratings on various companies that are part of groups with
interactive ratings.

Standard & Poor's has taken these rating actions to eliminate
possible confusion concerning the assignment of pi ratings with
companies that are part of interactively rated groups.  Although
Standard & Poor's interactive ratings include a review of the
entire group, the companies had not specifically requested that
Standard & Poor's assign these pi ratings, and maintaining pi
ratings on these companies might wrongly imply that Standard &
Poor's has access only to public information on them.

In accordance with Standard & Poor's surveillance standards, the
ratings were affirmed before they were withdrawn.

                         Ratings Affirmed

     American Mining Insurance Co. Inc. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

       Capital City Insurance Co. Inc. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

       Pioneer General Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

     U.S. Financial Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

                        Ratings Withdrawn

     American Mining Insurance Co. Inc. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

       Capital City Insurance Co. Inc. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

        Pioneer General Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

      U.S. Financial Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi


CARTER'S GROVE: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Carter's Grove, LLC
        3810 Washington Street
        San Francisco, CA 94118

Bankruptcy Case No.: 11-30554

Chapter 11 Petition Date: February 14, 2011

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

Judge: Thomas E. Carlson

Debtor's Counsel: Debra I. Grassgreen, Esq.
                  PACHULSKI, STANG, ZIEHL, AND JONES LLP
                  150 California Street, 15th Floor
                  San Francisco, CA 94111-4500
                  Tel: (415)263-7000
                  E-mail: dgrassgreen@pszjlaw.com

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

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

The petition was signed by Halsey M. Minor, trustee for Halsey
McLean Revocable Trust.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Minor Family Hotels, LLC              10-62543            09/01/10

Carter Grove's List of 10 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Dominion Power                     Trade Debt              $18,000
P.O. Box 26532
Richmond, VA 23261-6532

Private Client Group (Chartis)     Trade Debt               $7,500
P.O. Box 601148
Pasadena, CA 91189-1148

Anthem Blue Cross and Blue Shield  Trade Debt               $7,256
P.O. Box 580494
Charlotte, NC 28258-0494

Tiger Fuel Company                 Trade Debt               $6,338

Natasha K. Loeblich                Trade Debt               $5,700

Phillips Energy, Inc.              Trade Debt               $1,707

Newport News Waterworks            Trade Debt               $1,414

Allied Waste                       Trade Debt                 $445

Meeks Disposal Corp.               Trade Debt                 $391

Bay Disposal & Recycling           Trade Debt                 $133


CEDAR FAIR: S&P Assigns 'BB-' Rating to Proposed $1.18 Bil. Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Sandusky, Ohio-based
theme park operator Cedar Fair L.P.'s proposed $1.18 billion term
loan B due December 2017 its 'BB-' issue-level rating (one notch
higher than the 'B+' corporate credit rating on the company).  S&P
also assigned this debt a recovery rating of '2', indicating S&P's
expectation of substantial (70%-90%) recovery for lenders in the
event of a payment default.  The company plans to use the proceeds
to completely refinance its existing term loan B, of which
$1.17 billion was outstanding at Sept. 30, 2010.

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

Upon completion of the proposed refinancing transaction, S&P
expects the pace of deleveraging will be somewhat slower than S&P
previously anticipated, given looser restrictions under the
proposed term loan with respect to distributions.  Still, S&P
expects Cedar Fair will continue to generate minimal amounts of
discretionary cash flow (after distributions) and maintain
adjusted leverage in line with the rating in the mid-4x area over
the intermediate term.  The new term loan is likely to have
modestly lower pricing, extend the maturity by one year to
Dec. 15, 2017, and loosen restrictions with respect to
distribution levels and excess cash flow sweep provisions.  S&P
expects the two financial covenants in the existing loan to remain
the same in the proposed new term loan.

Annual interest expense, pro forma for the new term loan, is
expected to be around $12 million lower given a proposed reduction
in the LIBOR margin by 75 basis points (bps) and a 25-bp reduction
in the LIBOR floor.  Still, given provisions under the proposed
term loan that increase the basket for distributions in 2011 by
$40 million (to $60 million) and S&P's expectation that management
will distribute the full amount in 2011, any interest savings will
be offset by a higher distribution level in 2011.  The proposed
term loan also loosens excess cash flow sweep provisions, which
S&P believes will allow the company to fund higher distribution
levels in 2012 and beyond, as long as free cash flow growth is
flat to positive.  Nevertheless, S&P expects the company will
generate modest discretionary cash flow (after increased
distributions) over the intermediate term, which S&P believes it
will use for optional debt repayment.  Given S&P's expectations
for a slight decline in EBITDA in 2011 and minimal growth
thereafter, in conjunction with its expectation for distributions,
S&P believes adjusted leverage will remain in the mid-4x area over
the intermediate term.

Although the proposed higher distribution basket in 2011 and
increased flexibility thereafter reflects management's confidence
in cash flow generation, it follows the recent unitholder vote to
increase distribution levels that failed by a slim margin.  On
Jan. 11, 2011, a special meeting was held for unitholders to vote
on two proposals submitted by Cedar Fair's largest unitholder, Q
Funding III L.P.  and Q4 Funding L.P.  The first proposal, which
was voted for by a majority of unitholders and adopted by Cedar
Fair's board, was to implement a policy providing that the
chairman of the board of directors be an independent director.
The second proposal, which was not voted for by a majority of
unitholders, was to require the general partner to make dividend
distribution a higher priority than debt repayment.

"S&P's 'B+' corporate credit rating reflects Cedar Fair's high
debt leverage, significant seasonality, and high capital
expenditure requirements," said Standard & Poor's credit analyst
Ariel Silverberg.  "These risks are partially offset by the
company's good and consistent EBITDA margin, its geographic
diversity, and its limited volatility with respect to EBITDA
through the recent economic cycle."


CELINA MUTUAL: S&P Downgrades Counterparty Credit Rating to 'BBpi'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit and financial strength ratings on Celina
Mutual Insurance Co., National Mutual Insurance Co., and West
Virginia Farmers Mutual Insurance Assoc. to 'BBpi' from 'BBBpi'.

The Celina Insurance Group consists of Celina Mutual, National
Mutual, Miami Mutual Insurance Co. (not rated), and West Virginia.

The ratings on the rated members of the Celina Group reflect the
group's good capitalization, offset by deteriorating underwriting
profitability, high geographic and product-line concentrations,
and a high premium and liabilities-to-surplus ratio.

Celina Group, which commenced operations in 1914, is a multiline
insurance provider offering auto, nonstandard auto, home,
commercial auto, commercial property/casualty, umbrella, and farm
coverage.  The majority of Celina Group's premiums are
underwritten in Ohio, Indiana, Iowa, Tennessee, and West Virginia.
West Virginia Farmers Mutual Insurance Assoc. is a West Virginia-
domiciled farm mutual insurance company and is wholly owned by
Celina Mutual Insurance Co.


CHARLES LETT: Cramdown Objection Not Required in 11th Cir.
----------------------------------------------------------
WestLaw reports that the Eleventh Circuit Court of Appeals has
held that an impaired creditor in a dissenting class need not
formally object to confirmation of a proposed Chapter 11 plan in
bankruptcy court on the ground that it does not satisfy the
absolute priority rule in order to appeal an improperly confirmed
"cramdown" plan that allegedly violates this rule.  Even in the
absence of a formal objection by the creditor that the plan
violates the absolute priority rule, the issue of the plan's
compliance with the rule is squarely presented to the bankruptcy
court when the debtor seeks to cram a plan down over the objection
of an impaired, dissenting class.  In re Lett, --- F.3d ----, 2011
WL 447460 (11th Cir.).

A copy of the Eleventh Circuit's decision dated Feb. 10, 2011, is
available at http://is.gd/dTWBl9from Leagle.com.

Charles L. Lett, Sr., a physician who practices medicine in Selma,
Ala., and is the sole member of Charles L. Lett, M.D., P.C., filed
a chapter 11 petition (Bankr. S.D. Ala. Case No. 04-_____) on
March 26, 2004, one day prior to a scheduled deposition related to
the Alabama Department of Economic and Community Affairs' attempts
to enforce a state court judgment.  Dr. Lett's estate consisted of
one primary asset -- a 50% interest in a nursing home and two
acres of land located in Selma, Ala., which the Bankruptcy Court
valued at $935,000.


CLEAR CHANNEL: S&P Assigns 'CCC+' Rating to $750 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned the proposed
$750 million priority guaranteed notes due 2021 of San Antonio,
Texas-based Clear Channel Communications Inc., an operating
subsidiary of CC Media Holdings Inc., its 'CCC+' issue-level
rating.  S&P also assigned this debt a recovery rating of '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
in the event of a payment default.

In addition, S&P is affirming its 'CCC+' corporate credit rating
and positive outlook on CC Media Holdings and operating subsidiary
Clear Channel, which S&P views on a consolidated basis.

The notes will be guaranteed on a senior basis by wholly owned
domestic subsidiaries of Clear Channel Communications Inc., and
the notes are secured by a modest level of liens until a spring
lien trigger date, as defined in the note indenture.  The notes
generally rank pari passu with existing senior secured debt, but
under certain conditions, existing senior secured lenders might
benefit from a more expansive guarantee and security package than
those provided to new priority guaranteed noteholders.  The
company has noted that lenders under the proposed notes could rank
junior to the existing secured lenders with regard to liens on
"principal properties" (as defined in the pre-LBO indentures),
which is generally limited to 15% of consolidated shareholders'
equity.  Under its analysis, however, S&P has not considered the
"principal properties" liens to constitute a source of
value because shareholders' equity as of Dec. 31, 2010 was
negative, and S&P would expect it to remain negative under a
potential default scenario.  As a result, under its analysis, S&P
ascribe similar values to the collateral packages for the notes
and the term loans even though the notes are not expected to have
the benefit of a lien on principal properties.

S&P expects $500 million in proceeds from the transaction to be
used to refinance senior secured debt on a pro rata basis.  The
remaining $250 million, which is being issued under the company's
incremental $2 billion accordion capacity, will be used to
refinance a portion of the company's 6.25% notes due 2011.

"S&P views the proposed transaction as a first step for Clear
Channel in addressing its capital structure," said Standard &
Poor's credit analyst Michael Altberg.  "If completed, it will
demonstrate the company's ability to issue secured debt with a
longer term than its 2014 and 2016 maturities."

In addition, the credit amendment provides greater flexibility and
alternatives for the company to address its sizable secured debt
maturities through future loan amend-and-extend transactions, as
well as speculative-grade note or loan issuances at both Clear
Channel and 89%-owned Clear Channel Outdoor.  The amendment also
provides greater flexibility under the company's $3.5 billion
accordion and incremental facility ($3.25 billion pro forma for
the transaction) by allowing the company to access the leveraged
loan or speculative-grade bond market.

Nevertheless, due to the relatively small size of the transaction
and the fact that the majority of proceeds will be applied to 2016
debt maturities, there is no current impact on credit ratings.  In
order to achieve a rating upgrade out of the 'CCC' rating
category, S&P would have to become convinced that the company
could extend a larger portion of 2014 secured debt maturities
($3.2 billion pro forma for the transaction) at interest rates
that it could absorb, while still preserving liquidity.  S&P
continue to view a significant increase in the average cost of
debt as a major risk as the company proceeds with refinancing the
2014 and 2016 maturities.

The 'CCC+' corporate credit rating on CC Media Holdings Inc.
reflects the risks surrounding the longer-term viability of the
company's capital structure--in particular, refinancing risk
relating to sizable secured debt maturities in 2014 ($3.2 billion
pro forma for the transaction) and 2016 ($10.4 billion).  In S&P's
view, the company has a satisfactory business risk profile, due to
its position as the largest radio and global outdoor advertising
operator, its good geographic and market diversity, and moderate
long-term growth prospects at the outdoor business.  S&P views the
financial risk profile as highly leveraged, given the company's
significant refinancing risk, roughly break-even EBITDA coverage
of interest expense, and slim discretionary cash flow.


CONNECTICUT MEDICAL: S&P Ups Counterparty Rating From 'BBpi'
------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its counterparty
credit and financial strength ratings on Connecticut Medical
Insurance Co. to 'BBBpi' from 'BBpi'.

The rating action reflects the company's improved operating
results and strong capitalization, offset by very high
geographical and product-line concentrations.

Headquartered in Glastonbury, Conn., Connecticut Medical writes
medical malpractice insurance for physicians, dentists, and other
medical care providers.  The company, which began operations in
1984, is licensed exclusively in Connecticut.

The company is rated on a stand-alone basis.


CONQUEST PETROLEUM: Adds $132MM Corp. Bonds to Capital Structure
----------------------------------------------------------------
Conquest Petroleum Incorporated is amending its Articles of
Incorporation to add $132,000,000 of corporate bonds to its
capital structure to be issued to a single entity.

                     About Conquest Petroleum

Spring, Tex.-based Conquest Petroleum Incorporated (OTC BB: CQPT)
-- http://www.conquestpetroleum.com/-- is an independent oil and
natural gas company engaged in the production, acquisition and
exploitation of oil and natural gas properties geographically
focused on the onshore United States.  The Company's operational
focus is the acquisition, through the most cost effective means
possible, of production or near production of oil and natural gas
field assets.  The Company's areas of operation include Louisiana
and Kentucky.

The Company's balance sheet at Sept. 30, 2010, showed
$2.48 million in total assets, $27.31 million in total
liabilities, and a stockholders' deficit of $24.82 million.

As reported in the Troubled Company Reporter on August 5, 2010,
M&K CPAS, PLLC, in Houston, 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 insufficient working capital and recurring losses from
operations.


COUNTRYWAY INSURANCE: S&P Cuts Counterparty Credit Rating to BBpi
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it took various
rating actions on 216 U.S. property/casualty insurers based on
statutory 2009 financial data.

Most property/casualty insurers with pi ratings write commercial
lines or a mixture of personal lines and commercial lines.  In
line with S&P's negative outlook on the commercial lines insurance
sector -- and especially with S&P's negative view of future
profitability and potential reserve deficiencies for workers'
compensation business (see "For The U.S. Workers' Compensation
Industry, Profitability Will Be Difficult To Achieve," Dec. 7,
2010) -- S&P downgraded 39% of the companies while upgrading only
14%.

Despite pressure from downward market trends in recent years, pi
ratings in the U.S. property/casualty market as a whole remain
strong, with 78% of pi ratings (excluding the four ratings that
S&P subsequently withdrew) in the investment-grade range, up from
74%.  The distribution of ratings remains concentrated around
'BBBpi', but the distribution is narrower than it was previously.
Of the 212 companies S&P maintain pi ratings on, 4% are rated
'AApi' (down from 15%); 22%, 'Api' (down from 23%); 52%, 'BBBpi'
(up from 35%); 16%, 'BBpi' (down from 18%); 3%, 'Bpi' (down from
4%); and 2%, 'CCCpi' (down from 4%).

Standard & Poor's affirmed the ratings on four companies and
subsequently withdrew them on the basis of the companies' minimal
business activity.

                           Ratings List

                            Downgraded

     American Agricultural Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

       Amerisure Mutual Insurance Co. (Unsolicited Ratings)
           Amerisure Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

            Auto Club Insurance Assoc.  (Unsolicited Ratings)
            MemberSelect Insurance Co. (Unsolicited Ratings)
           Auto Club Group Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

            Canal Insurance Co. (Unsolicited Ratings)
            Canal Indemnity Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

        Celina Mutual Insurance Co.  (Unsolicited Ratings)
          West Virginia Farmers Mutual Insurance Assoc.
                      (Unsolicited Ratings)
       National Mutual Insurance Co.  (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

         Church Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

        Country Mutual Insurance Co. (Unsolicited Ratings)
       Middlesex Mutual Assurance Co. (Unsolicited Ratings)
    Holyoke Mutual Insurance Co. in Salem (Unsolicited Ratings)
       Country Preferred Insurance Co. (Unsolicited Ratings)
       Country Casualty Insurance Co. (Unsolicited Ratings)
         Modern Service Insurance Co. (Unsolicited Ratings)
         MSI Preferred Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api                AApi
Financial Strength Rating
  Local Currency                        Api                AApi

                Cotton States Mutual Insurance Co.
            Shield Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Financial Strength Rating
  Local Currency                        Api                AApi

          Countryway Insurance Co. (Unsolicited Ratings)
   United Farm Family Mutual Insurance Co. (Unsolicited Ratings)
         UFB Casualty Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

     Cumberland Mutual Fire Insurance Co. (Unsolicited Ratings)
        Cumberland Insurance Co. Inc. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

           Erie Insurance Exchange (Unsolicited Ratings)
         Flagship City Insurance Co. (Unsolicited Ratings)
   Erie Insurance Property & Casualty Co. (Unsolicited Ratings)
       Erie Insurance Co. of New York (Unsolicited Ratings)
             Erie Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api                AApi
Financial Strength Rating
  Local Currency                        Api                AApi

    Farm Bureau General Insurance Co. of MI (Unsolicited Ratings)
    Farm Bureau Mutual Insurance Co. of MI (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

    Farmers Alliance Mutual Insurance Co. (Unsolicited Ratings)
         Alliance Insurance Co. Inc. (Unsolicited Ratings)
           Alliance Indemnity Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

    Farmers Automobile Insurance Assoc.  (Unsolicited Ratings)
            Pekin Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

  Farmers Mutual Hail Insurance Co. of Iowa (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

       Federated Mutual Insurance Co. (Unsolicited Ratings)
       Federated Service Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api                AApi
Financial Strength Rating
  Local Currency                        Api                AApi

   Germania Farm Mutual Insurance Assoc.  (Unsolicited Ratings)
           Germania Insurance Co. (Unsolicited Ratings)
        Germania Fire & Casualty Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

         Grange Mutual Casualty Co. (Unsolicited Ratings)
       Grange Indemnity Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

  Kentucky Farm Bureau Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              AApi
Financial Strength Rating
  Local Currency                        BBBpi              AApi

Lawyers Mutual Liability Insurance Co. of NC (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Bpi                BBBpi
Financial Strength Rating
  Local Currency                        Bpi                BBBpi

   Medical Insurance Exchange of California (Unsolicited Ratings)
     Claremont Liability Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

    Michigan Millers Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

       Motorists Mutual Insurance Co. (Unsolicited Ratings)
             MICO Insurance Co. (Unsolicited Ratings)
    American Hardware Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

    New Jersey Manufacturers Insurance Co. (Unsolicited Ratings)
        New Jersey Re-Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api                AApi
Financial Strength Rating
  Local Currency                        Api                AApi

        Penn-America Insurance Co. (Unsolicited Ratings)
          Penn-Star Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

       Sentry Insurance a Mutual Co. (Unsolicited Ratings)
        Sentry Select Insurance Co. (Unsolicited Ratings)
             Sentry Lloyds of TX (Unsolicited Ratings)
             Sentry Casualty Co. (Unsolicited Ratings)
        Patriot General Insurance Co. (Unsolicited Ratings)
           Middlesex Insurance Co. (Unsolicited Ratings)
           Dairyland Insurance Co. (Unsolicited Ratings)
          Dairyland County Mutual Insurance Co. of Texas
                       (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api                AApi
Financial Strength Rating
  Local Currency                        Api                AApi

        Shelter Mutual Insurance Co. (Unsolicited Ratings)
           Shelter Reinsurance Co. (Unsolicited Ratings)
       Shelter General Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

Southern Farm Bureau Casualty Insurance Co. (Unsolicited Ratings)
          Mississippi Farm Bureau Casualty Insurance Co.
                       (Unsolicited Ratings)
Louisiana Farm Bureau Casualty Insurance Co. (Unsolicited Ratings)
Florida Farm Bureau Casualty Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

   Tennessee Farmers Mutual Insurance Co. (Unsolicited Ratings)
      Tennessee Farmers Assurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              AApi
Financial Strength Rating
  Local Currency                        BBBpi              AApi

         Utica Mutual Insurance Co. (Unsolicited Ratings)
     Utica National Insurance Co. of TX (Unsolicited Ratings)
        Utica National Assurance Co. (Unsolicited Ratings)
      Republic-Franklin Insurance Co. (Unsolicited Ratings)
     Graphic Arts Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

     Western World Insurance Co. Inc. (Unsolicited Ratings)
            Tudor Insurance Co. (Unsolicited Ratings)
          Stratford Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

     Workers Compensation Fund of Utah (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

                             Upgraded

           Allegheny Casualty Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

   American Interstate Insurance Co. of GA (Unsolicited Ratings)
         Silver Oak Casualty Inc. (Unsolicited Ratings)
     American Interstate Ins Co. of TX (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api                BBBpi
Financial Strength Rating
  Local Currency                        Api                BBBpi

   Automobile Club Inter-Insurance Exchange (Unsolicited Ratings)
       Auto Club Family Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        AApi               BBBpi
Financial Strength Rating
  Local Currency                        AApi               BBBpi

     Connecticut Medical Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

           Crusader Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               Bpi
Financial Strength Rating
  Local Currency                        BBpi               Bpi

   Doctors Co. an Interinsurance Exchange (Unsolicited Ratings)
         Professional Underwriters Liability Insurance Co.
                      (Unsolicited Ratings)
             SCPIE Indemnity Co. (Unsolicited Ratings)
     American Healthcare Indemnity Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

             FCCI Insurance Co. (Unsolicited Ratings)
        National Trust Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

Federated Rural Electric Insurance Exchange (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api               BBBpi
Financial Strength Rating
  Local Currency                        Api               BBBpi

     First Professionals Insurance Co. (Unsolicited Ratings)
           Intermed Insurance Co. (Unsolicited Ratings)
           Interlex Insurance Co. (Unsolicited Ratings)
          Anesthesiologists' Professional Assurance Co.
                       (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi             BBpi
Financial Strength Rating
  Local Currency                        BBBpi             BBpi

            Lancer Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

          MAG Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

  Medical Professional Mutual Insurance Co. (Unsolicited Ratings)
          ProSelect Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

        Midwest Medical Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

     Physicians Insurance A Mutual Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

            Pmslic Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

          Princeton Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               Bpi
Financial Strength Rating
  Local Currency                        BBpi               Bpi

    State Volunteer Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

             Ulico Casualty Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Bpi                CCCpi
Financial Strength Rating
  Local Currency                        Bpi                CCCpi

     United Educators Insurance RRG Inc. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

                         Ratings Affirmed

         Agri General Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

    American Compensation Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

       American Safety Indemnity Co. (Unsolicited Ratings)
          American Safety RRG Inc. (Unsolicited Ratings)
   American Safety Casualty Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Bpi
           Financial Strength Rating
            Local Currency                        Bpi

       American Transit Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        CCCpi
           Financial Strength Rating
            Local Currency                        CCCpi

     Atlantic States Insurance Co. (PA) (Unsolicited Ratings)
        Donegal Mutual Insurance Co. (Unsolicited Ratings)
     Southern Insurance Co. of Virginia (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

          Auto-Owners Insurance Co. (Unsolicited Ratings)
        Southern-Owners Insurance Co. (Unsolicited Ratings)
        Property-Owners Insurance Co. (Unsolicited Ratings)
            Owners Insurance Co. (Unsolicited Ratings)
         Home-Owners Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        AApi
           Financial Strength Rating
            Local Currency                        AApi

          Burlington Insurance Co. (Unsolicited Ratings)
           Guilford Insurance Co. (Unsolicited Ratings)
        First Financial Insurance Co. (Unsolicited Ratings)
           Alamance Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

      California Capital Insurance Co. (Unsolicited Ratings)
           Monterey Insurance Co. (Unsolicited Ratings)
          Eagle West Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

    California Casualty Indemnity Exchange (Unsolicited Ratings)
      California Casualty Insurance Co. (Unsolicited Ratings)
   California Casualty General Insurance Co. (Unsolicited Ratings)
  California Casualty Compensation Insurance (Unsolicited Ratings)
   California Casualty & Fire Insurance Co. (Unsolicited Ratings)
           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

         California State Auto Assoc. Inter-Ins.  Bureau
                       (Unsolicited Ratings)
        Western United Insurance Co. (Unsolicited Ratings)
            ACA Insurance Company (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

             Century Surety Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

             COPIC Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

           Dentists Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

     Developers Surety & Indemnity Co. (Unsolicited Ratings)
             Indemnity Co. of CA (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

         Diamond State Insurance Co. (Unsolicited Ratings)
   United National Specialty Insurance Co. (Unsolicited Ratings)
       United National Insurance Co. (Unsolicited Ratings)
    United National Casualty Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

       Employers Mutual Casualty Co. (Unsolicited Ratings)
      Union Insurance Co. of Providence (Unsolicited Ratings)
       Illinois Emcasco Insurance Co. (Unsolicited Ratings)
Hamilton Mutual Insurance Co. of Cincinnati (Unsolicited Ratings)
            Emcasco Insurance Co. (Unsolicited Ratings)
             EMC Reinsurance Co. (Unsolicited Ratings)
    EMC Property & Casualty Insurance Co. (Unsolicited Ratings)
          Dakota Fire Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

         Employers Preferred Ins Co (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

            Equity Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

      Evergreen National Indemnity Co. (Unsolicited Ratings)
     Continental Heritage Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

        Factory Mutual Insurance Co. (Unsolicited Ratings)
          Appalachian Insurance Co. (Unsolicited Ratings)
         Affiliated FM Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

    Farm Bureau Mutual Insurance Co. of ID (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

               FB Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

      Federated National Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        CCCpi
           Financial Strength Rating
            Local Currency                        CCCpi

      Frankenmuth Mutual Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

        GuideOne Mutual Insurance Co. (Unsolicited Ratings)
   GuideOne Specialty Mutual Insurance Co. (Unsolicited Ratings)
  GuideOne Property & Casualty Insurance Co. (Unsolicited Ratings)
       GuideOne Lloyds Insurance Co. (Unsolicited Ratings)
        GuideOne Elite Insurance Co. (Unsolicited Ratings)
       GuideOne America Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

          Interinsurance Exchange of the Automobile Club
                      (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        AApi
           Financial Strength Rating
            Local Currency                        AApi

    International Fidelity Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

         Hospitals Insurance Co. Inc (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        CCCpi
           Financial Strength Rating
            Local Currency                        CCCpi

       Jewelers Mutual Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

           Keystone Insurance Co. (Unsolicited Ratings)
    AAA Mid-Atlantic Insurance Co. of NJ (Unsolicited Ratings)
       AAA Mid-Atlantic Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

        Lawyers Mutual Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

Louisiana Farm Bureau Mutual Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

    Louisiana Workers Compensation Corp. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

      Lumbermens Underwriting Alliance (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

    Maine Employers Mutual Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

         Mutual Insurance Co. of AZ (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

    National American Insurance Co. of CA (Unsolicited Ratings)
       Danielson National Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        CCCpi
           Financial Strength Rating
            Local Currency                        CCCpi

        National Lloyds Insurance Co. (Unsolicited Ratings)
        American Summit Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

New York Central Mutual Fire Insurance Co. (Unsolicited Ratings)
           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

   New York Marine & General Insurance Co. (Unsolicited Ratings)
            Gotham Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

         Norcal Mutual Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

           NorGUARD Insurance Co. (Unsolicited Ratings)
           EastGUARD Insurance Co. (Unsolicited Ratings)
            AmGUARD Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

      Northwest Dentists Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

       Partners Mutual Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

      Peachtree Casualty Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

     Physicians Liability Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        CCCpi
           Financial Strength Rating
            Local Currency                        CCCpi

           Safety Insurance Co. (Unsolicited Ratings)
       Safety Indemnity Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

       Western Community Insurance Co. (Unsolicited Ratings)

           Financial Strength Rating
            Local Currency                        Api

         Western Home Insurance Co. (Unsolicited Ratings)
         Pioneer Insurance Co. (MN) (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Bpi
           Financial Strength Rating
            Local Currency                        Bpi

          Westfield Insurance Co. (Unsolicited Ratings)
      Westfield National Insurance Co. (Unsolicited Ratings)
       American Select Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

                     Affirmed Then Withdrawn

     Associated Industries Insurance Co. (Unsolicited Ratings)

            Counterparty Credit Rating
             Local Currency                        CCCpi
            Financial Strength Rating
             Local Currency                        CCCpi

     Associated Industries Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 CCCpi
Financial Strength Rating
  Local Currency                        NR                 CCCpi

    Farmers Union Cooperative Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

   Farmers Union Cooperative Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

    Liberty American Select Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

   Liberty American Select Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

   Ulico Standard of America Casualty Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        CCCpi
           Financial Strength Rating
            Local Currency                        CCCpi

    Ulico Standard of America Casualty Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 CCCpi
Financial Strength Rating
  Local Currency                        NR                 CCCpi


COYOTES HOCKEY: Glendale to Make Changes in $197MM Huslizer Deal
----------------------------------------------------------------
Mike Sunnucks at the Phoenix Business Journal reports that
Glendale officials are very confident that the city's $100 million
bond sale for the Phoenix Coyotes will go through within the next
week.

According to the report, the Glendale City Council is expected to
approve some changes to its $197 million deal with prospective
Coyotes buyer Matthew Hulsizer.  Part of those changes includes
taking $10 million from a $25 million fund the city set aside to
cover the Coyotes operating costs and losses this season and
putting it in an escrow account for Jobing.com Arena management
fees that are going to paid to Mr. Hulsizer.

According to the Business Journal, Glendale is paying Mr. Hulsizer
$97 million over the next six years to manage the city-owned
arena.  The city can allocate the $10 million toward that payment,
according to plans Glendale officials are expected to vote on.

The National Hockey League, the Business Journal recounts,
demanded last year that Glendale put $25 million in a fund to
cover the Coyotes losses and costs or the team would be relocated.
The NHL never drew down on that $25 million.  Glendale will put
$10 million in an arena escrow fund and the $15 million will go
back to the city's General Fund.

The NHL has owned the team since buying it in Chapter 11
bankruptcy reorganization for $140 million in October 2009.

According to the Business Journal, the city expects the bonds to
sell over the next week and once that happens, the city can
forward funds to Mr. Hulsizer who is expected to move forward with
his purchase of the Coyotes.  Mr. Hulsizer is expected to buy the
team for $160 million to $170 million.  Mr. Hulsizer will keep the
team in the Phoenix market squashing Canadian hopes to acquire the
Coyotes and move them back to Canada.

                        About Coyotes Hockey

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes National Hockey League team -- filed for
Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors are represented by Thomas J. Salerno,
Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate
their assets and liabilities are between $100 million and
$500 million.

In the third quarter of 2009, Judge Redfield T. Baum approved the
sale of the Phoenix Coyotes to the National Hockey League, which
had bought the team to quash a plan by bidder Jim Balsillie's to
move the team to Ontario, Canada.  Coyotes was sent to Chapter 11
to effectuate a sale by owner Jerry Moyes to Mr. Balsillie.


CROSS BORDER: May Borrow up to US$25MM from Texas Capital Bank
---------------------------------------------------------------
Cross Border Resources, Corp., announced it has executed, amended
and restated its credit facility with Texas Capital Bank, Dallas,
Texas providing for up to $25,000,000 in development financing for
its oil and gas properties located in Southeastern New Mexico.
The newly amended Credit Facility provides an initial borrowing
base of $4.0 million, an increase of $1.4 million.  In addition,
the facility provides for a new maximum borrowing allowance of up
to $25 million, subject to certain approvals required under the
Company's Senior Subordinated Bonds.  The new facility, which will
have a three-year term, bears interest at rate of the Bank's Base
Rate plus 0.50%, but no less than 4.00% per annum.  In addition to
the newly amended Credit Facility, the Company will enter into
Hedging Agreements with an approved counterparty for hedges of a
portion of its share of projected production.  The Company will
hedge approximately 1,000 net barrels of crude oil per month for
two years at a strike price to be determined in the near future.

Proceeds of the Credit Facility may be used to provide working
capital, to fund oil and gas property acquisitions, developmental
drilling expenditures and to fund other expenditures for general
corporate purposes.  The Credit Facility contains certain
mandatory covenants, including minimum current ratio and cash flow
requirements, limitations on indebtedness, limitations on
dispositions, hedging limitations, and other standard business
operating covenants.

Company Chairman and CEO E. Will Gray II stated, "Management has
worked diligently with Texas Capital Bank during our merger
process to amend the terms of Pure's existing Credit Facility to
better reflect Cross Border's current asset base.  We are pleased
with the Bank's commitment to Cross Border Resources as one of our
strategic financial partners.  The newly amended Credit Facility
will allow the Company to maintain its active drilling schedule in
the Bone Spring as well as other conventional targets located
within Southeastern New Mexico.  Management expects to disseminate
information on our current drilling program as results are
generated by our working interest partners."

                   About Cross Border Resources

Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB:
DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas
operator in the state of New Mexico.  The Company is headquartered
in Midland, Texas.

The Company's balance sheet at Oct. 31, 2010, showed $2.77 million
in total assets, $2.81 million in total liabilities, and a
stockholders' deficit of $37,846.

As reported in the Troubled Company Reporter on November 23, 2010,
MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about Doral Energy's ability to continue as a going concern
following the Company's results for the fiscal year ended July 31,
2010.  The independent auditors noted that the Company has
negative working capital and recurring losses from operations.


CRUSADER INSURANCE: S&P Raises Counterparty Rating to 'BBpi'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
counterparty credit and financial strength ratings on Crusader
Insurance Co. to 'BBpi' from 'Bpi'.

The rating actions were based on the company's consistently
positive returns on revenue and strong capitalization, offset by
its marginal operating performance and its very high geographic
and product-line concentrations.

Crusader Insurance, headquartered in Woodland Hills, Calif.,
primarily writes "Main Street" commercial package policies for
small businesses such as restaurants, apartments, auto repair
shops, and night clubs.  The company, which began operations in
1985, is owned by Unico American Corp. Crusader markets its
products primarily through independent general agents.

The company is rated on a stand-alone basis.


CUMBERLAND MUTUAL: S&P Cuts Counterparty Credit Rating to 'BBpi'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit and financial strength ratings on Cumberland
Mutual Fire Insurance Co. and its subsidiary, Cumberland Insurance
Co. Inc., to 'BBpi' from 'BBBpi'.

The downgrades are based on both companies' volatile operating
performance and significant geographic concentration, partly
offset by the group's strong capitalization.

Cumberland Mutual writes homeowners' and commercial multiple
perils insurance.  Cumberland writes workers' compensation,
commercial automobile liability, general liability, and physical
damage.  Both are members of the Bridgeton, N.J.-based Cumberland
Insurance Group, which commenced operations in 1844.


C.W. MINING: Former Managers Can't Bring Appeal in Chapter 7
------------------------------------------------------------
The United States Court of Appeals for the Tenth Circuit held that
following the appointment of a trustee in a corporate Chapter 7
bankruptcy, the corporation's former managers are not authorized
to bring the corporation's appeal -- even if that appeal contests
the very initiation of the bankruptcy itself.  There is no
equitable exception to this rule, nor is there a distinction
between voluntary and involuntary debtors.

The case is In Re Matter of C.W. Mining Company.  On summary
judgment, the bankruptcy court determined that the creditors who
filed the involuntary petition were "qualifying creditors" as
required to trigger involuntary bankruptcy.  C.W.'s former
managers, purporting to act on C.W.'s behalf, appealed the grant
of summary judgment to the Tenth Circuit Bankruptcy Appellate
Panel, which affirmed.

A threshold question before the BAP was whether the Managers could
bring C.W.'s appeal over the Chapter 7 trustee's objection.
Reasoning that "[a] putative debtor must have standing to bring a
bankruptcy court's involuntary order for relief before an
appellate court," the BAP heard the appeal.  The Tenth Circuit
held that the C.W. case is about the Managers' authority, not
about C.W.'s standing.  C.W. had standing to appeal.  However, the
Chapter 7 trustee was the only person authorized to bring the
appeal.  The Managers were divested of their authority to appeal
by the appointment of the Chapter 7 trustee, which they did not
challenge.  Exercising jurisdiction under 28 U.S.C. Sec.
158(d)(1), the Tenth Circuit reversed and remanded with the
instruction to dismiss.

The case before the Tenth Circuit is C.W. Mining Company,
Appellant/Cross-Appellee, v. Aquila, Inc.; Owell Precast, LLC,
Appellees, Kenneth A. Rushton, Trustee, Intervenor-Appellee/Cross-
Appellant, Nos. 10-4023, 10-4033 (10th. Cir.).

A copy of the Tenth Circuit's decision dated February 14, 2011, is
available at http://is.gd/AkZ8Utfrom Leagle.com.  The panel
consists of Circuit Judges Carlos F. Lucero, Harris Hartz, and
Jerome A. Holmes.  Judge Lucero penned the opinion.

C.W. Mining Company, a/k/a Co-op Mining Company, operated a coal
mine in Emery County, Utah.  On January 8, 2008, Aquila, Inc.,
Owell Precast, LLC, and House of Pumps, Inc., filed an involuntary
Chapter 11 bankruptcy petition against C.W.

House of Pumps is not a party on appeal.

C.W., as Appellant/Cross-Appellee, is represented by:

          Russell S. Walker, Esq.
          WOODBURY & KESLER, P.C.
          265 E 100 S Ste. 300
          Salt Lake City, UT 84111
          Telephone: (801) 364-1100

Appellees/Cross-Appellants Aquila and Owell Precast are
represented by:

          Brent D. Wride, Esq.
          RAY QUINNEY & NEBEKER P.C.
          36 South State Street, Suite 1400
          Salt Lake City, UT 84111
          Telephone: 801-323-3365
          E-mail: bwride@rqn.com

Intervenor-Appellee/Cross-Appellant Trustee Kenneth A. Rushton is
represented by:

          Michael N. Zundel, Esq.
          PRINCE, YEATES & GELDZAHLER
          175 East 400 South, Suite 900
          Salt Lake City, UT 84111
          Telephone: 801-524-1000
          E-mail: mnz@princeyeates.com


DANIELSON INSURANCE: S&P Withdraws 'CCCpi' Ratings
--------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
public information (pi) counterparty credit and financial strength
ratings on various companies that are no longer in operations or
where S&P does not have sufficient publicly available financial
information to maintain adequate surveillance on these companies.

                    Property/Casualty Insurers

American Healthcare Specialty Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

       Beacon Insurance Co. of America (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Api
Financial Strength Rating
  Local Currency                        NR                 Api

          Danielson Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 CCCpi
Financial Strength Rating
  Local Currency                        NR                 CCCpi

        Farm and City Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

     Farmers Home Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Bpi
Financial Strength Rating
  Local Currency                        NR                 Bpi

      Hemar Insurance Corp. of America (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

        Republic Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

          Surety Co. of the Pacific (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Bpi
Financial Strength Rating
  Local Currency                        NR                 Bpi

                           Life Insurers

        Alabama Reassurance Co. Inc. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

    Farmers & Traders Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

     Mutual Service Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Api
Financial Strength Rating
  Local Currency                        NR                 Api

   Tennessee Farmers Life Reassurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi


DATATEL INC: Moody's Affirms Corporate Family Rating at 'B2'
------------------------------------------------------------
Moody's Investor Service affirmed Datatel, Inc.'s B2 Corporate
Family Rating following the Company's plans to increase the
proposed credit facilities from $430 million to $460 million.  The
credit facilities are being raised in connection with Datatel's
plans to refinance existing debt and pay dividends to its
shareholders.  The incremental proceeds from the upsized credit
facilities will be used to increase the dividend payout to
Datatel's shareholders.  As part of the rating action, Moody's
revised the rating for Datatel's first lien credit facilities to
Ba3 from B1, and maintained the Caa1 rating for the second lien
term loan.  The outlook for ratings is stable.

                        Ratings Rationale

Pro forma for the increase in debt Datatel's Debt-to-EBITDA
leverage will increase by over 2.0x to 7.3x based on LTM 3Q 2010
EBITDA (incorporating Moody's analytical adjustments).  The
affirmation of Datatel's Corporate Family Rating reflects Moody's
view that while the Company's leverage will temporarily exceed the
tolerance level for its B2 CFR, Datatel will use a sizeable
portion of its highly predictable operating cash flows to reduce
debt such that leverage will decline to less than 6.0x over the
next twelve months.  The increase in debt-funded distribution to
shareholders reinforces Moody's views that Datatel's aggressive
shareholder-oriented financial policies constrain its ratings and
offset its healthy operating performance.

Moody's revised the rating for Datatel's first lien credit
facilities to Ba3 from B1, consistent with its Loss Given Default
methodology, incorporating the proposed changes in the revised
capital structure.

These ratings were affirmed:

Issuer: Datatel, Inc.

* Corporate Family Rating -- Affirmed B2

* Probability of Default Rating -- Affirmed B2

* Proposed US$150 million 2nd Lien Term Loan due 2018 -- Affirmed,
  Caa1, LGD5, 86%

* Existing First Lien Revolver due 2014 -- Affirmed, Ba3, LGD3,
  32%, to be withdrawn

* Existing First Lien Lien Term Loan due 2015 -- Affirmed, Ba3,
  LGD3, 32%, to be withdrawn

* Existing Second Lien Term Loan due 2016 -- Affirmed, B3, LGD5,
  86%, to be withdrawn

These ratings were revised:

Issuer: Datatel, Inc.

* Proposed US$40 million 1st Lien Revolver due 2016 -- Changed to
  Ba3, LGD3, 32%, from B1, LGD3, 32%

* Proposed US$270 million 1st Lien Term Loan due 2017 -- Changed
  to Ba3, LGD3, 32%, from B1, LGD3, 32%

Please see Moody's press release of February 8, 2011 about rating
actions on the initially proposed capital structure.

                What Could Change the Rating -- Down

Datatel's rating could be downgrade if debt-funded acquisitions or
shareholder returns drive Debt-to-EBITDA leverage above 6.5x for
an extended period of time.  The rating could come under pressure
if the Company's competitive position weakens or operating
performance deteriorates such that free cash flow declines to less
than 5% of total debt and debt-to-EBITDA leverage approaches 6.5x.
Additionally, weak liquidity could also pressure the rating
downward.

                What Could Change the Rating -- Up

Moody's does not anticipate upward rating momentum in the near
term, given Datatel's weak credit metrics subsequent to the
proposed dividend recapitalization and its track record of
shareholder-oriented fiscal policies.

Moody's last rating action was on February 8, 2011, when Moody's
assigned ratings to Datatel's proposed credit facilities being
raised in conjunction with the Company's refinancing and dividend
recapitalization plans.

Headquartered in Fairfax, VA, Datatel provides ERP software
solutions and professional business services to higher education
institutions in North America.


DESERET MUTUAL: S&P Affirms 'Bpi' Counterparty Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'Bpi' counterparty
credit and financial strength ratings on Deseret Mutual Insurance
Co.

                            Rationale

The ratings on Deseret Mutual Insurance Co. are based on the
company's relatively small capital base, and its marginal and
relatively volatile earnings.  The ratings are also limited by the
company's high geographic concentration in primarily two states,
Utah and Idaho, and product-line concentration in the accident and
health business, which is a highly regulated segment of its
industry.  Offsetting these weaknesses is the company's good
liquidity, based on S&P's model, relative to its ratings.

Based in Salt Lake City, Utah, Deseret primarily offers group
accident and health insurance, and some group life and annuity
products.

The company is rated on a stand-alone basis.


DIAMOND RANCH: Reports $20,506 Net Income in Dec. 31 Quarter
------------------------------------------------------------
Diamond Ranch Foods, Ltd., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q for the
quarterly period ended Dec. 31, 2010.  The Company reported net
income of $20,506 on $1.76 million of revenue for the three months
ended Dec. 31, 2010, compared with a net loss of $181,333 on
$2.11 million of revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2010 showed $1.25 million
in total assets, $6.05 million in total liabilities and $4.80
million in total stockholders' deficit.

The report of the Company's independent accountants on the
Company's March 31, 2010 financial statements include an
explanatory paragraph indicating that there is substantial doubt
about the Company's ability to continue as a going concern due to
recurring losses and working capital shortages.  The Company's
ability to continue as a going concern will be determined by its
ability to obtain additional funding.  The Company's financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?7322

                        About Diamond Ranch

Diamond Ranch Foods, Ltd. -- 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.


DOCTORS CO: S&P Raises Counterparty Credit Rating From 'BBpi'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its counterparty
credit and financial strength ratings on Doctors Co. an
Interinsurance Exchange (The Exchange) and its wholly owned
subsidiaries, Professional Underwriters Liability Insurance Co.,
SCPIE Indemnity Co., and American Healthcare Indemnity Co. to
'BBBpi' from 'BBpi'.

The rating action reflects The Exchange strong capitalization,
strong operating performance and good geographical
diversification.  These positive factors are partially offset by
high product concentration, which exposes the company to economic,
competitive, and regulatory risks.  The Exchange is a reciprocal
insurer organized under the laws of California.  The Exchange
writes medical professional liability insurance.


DOCTORSLIFE INSURANCE: S&P Cuts Counterparty Rating to 'Bpi'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty and financial strength ratings on DoctorsLife
Insurance Co. to 'Bpi' from 'BBpi'.  Standard & Poor's
subsequently withdrew the ratings due to insufficient market
interest and the company's limited business activity.

The downgrade primarily reflects the company's weak capitalization
as measured by S&P's model and its declining total adjusted
capital.  In addition, the company has significant geographic
concentration, with more than 91% of its business in California.
Offsetting these weaknesses is the company's strong operating
performance based on its pretax return on revenue and return on
assets.

Doctors Life Insurance Co. is a wholly owned subsidiary of Doctors
Co., an Interinsurance Exchange, and it is the largest physician-
owned medical malpractice insurance company in the U.S. Doctors
Life Insurance Co., which commenced operations in 1976, offers
individual life insurance and annuity products.

The company is rated on a stand-alone basis.


DONG-IN DEVELOPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Dong-In Development USA LLC
        28740 W. Park Drive
        Barrington, IL 60010

Bankruptcy Case No.: 11-05508

Chapter 11 Petition Date: February 14, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Midong Choi, Esq.
                  MC LAW GROUP 135
                  2101 S. Arlington Heights Road
                  Arlington Heights, IL 60005
                  Tel: (847) 434-0100
                  Fax: (847) 960-6637
                  E-mail: puter808@sbcglobal.net

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

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 BJ Byung Joon Sung, manager.


DUNKIN BRANDS: Moody's Affirms 'B3' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Dunkin Brands, Inc.'s B3
Corporate Family Rating and Probability of Default Rating and Caa2
senior unsecured note rating.  In addition, Moody's lowered the
company's senior secured bank ratings to B2 from B1.  The outlook
is stable

                        Ratings Rationale

Dunkin Brands is in the process of re-pricing its secured bank
credit facility and is also increasing the size of the term loan
to $1.40 billion from $1.25 billion.  The proceeds from the
increased term loan will be used to buy-back approximately $150
million of the company's $625 million senior unsecured notes.

The downgrade of the secured bank ratings reflects the proposed
increase in the amount of senior secured bank debt in Dunkin
Brands capital structure as well as the material reduction in
liabilities that are junior to the secured facilities --
specifically the senior unsecured notes.  This change reduces the
cushion available to secured lenders in a distress scenario.

The affirmation of the B3 Corporate Family Rating reflects Dunkin
Brands' very high leverage and Moody's expectation that
historically high unemployment and intense promotional activity by
its competitors will continue to pressure operating performance.
The ratings also reflect the company's regional geographic
concentration in the U.S.  and relatively narrow product focus.
The ratings are supported by the company's meaningful scale,
multiple concepts which add diversity, franchise based business
model that is less capital intensive and has lower earnings
volatility, and adequate liquidity.  The ratings also factor in
Moody's expectation that debt protection metrics will improve as
the company focuses on debt reduction.

The stable outlook reflects Moody's view that Dunkin Brands' debt
protection measures should gradually improve over the next twelve
to eighteen months despite persistently weak consumer spending as
the company focuses on debt reduction.  The outlook also reflects
Moody's expectation that the company will maintain adequate
liquidity.

Ratings affirmed and LGD point estimates adjusted are:

  -- Corporate Family Rating at B3

  -- Probability of Default Rating at B3

  -- $625 million guaranteed senior unsecured notes due 2018 at
     Caa2 (LGD 5, 89% from LGD 5, 85%)

Ratings lowered are;

  -- $100 million guaranteed senior secured revolver due 2015
     lowered to B2 (LGD 3, 36%) from B1 (LGD 3, 31%)

  -- $1.4 billion guaranteed senior secured term loan B due 2017
     lowered to B2 (LGD 3, 36%) from B1 (LGD 3, 31%)

Factors that could result in a downgrade include an inability to
strengthen debt protection metrics from current levels over the
next 12 to 18 months while maintaining adequate liquidity.
Specifically, a downgrade could occur if Dunkin is unable to
reduce its debt to EBITDA over the next 12 to 18 months to below
7.0 times or if EBITA to interest approaches 1.0 time.  A
deterioration in liquidity could also result in a downgrade.

Factors that could result in an upgrade include stronger debt
protection metrics driven by a sustained improvement in same store
sales and steady unit growth that results in solid operating
performance as well as debt reduction.  Overall, an upgrade could
occur if debt to EBITDA falls below 6.5 times and EBITA to
interest exceeds 1.5 times on a sustained basis.  A higher rating
would also require adequate liquidity.

The last rating action for Dunkin Brands, Inc., occurred on
November 10, 2010 when Moody's assigned B3 Corporate Family and
Probability of Default ratings, as well as a B1 rating to its $100
million senior secured revolving credit facility and $1.25 billion
senior secured term loan and a Caa2 rating to its $625 million
senior unsecured notes.  The outlook assigned was stable.

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

Dunkin franchises approximately 16,193 quick service restaurants
under the brand names Dunkin Donuts and Baskin Robbins.  The
company owns and operates only a very small number of its own
stores.  Annual revenues are approximately $575 to $580 million,
although systemwide sales are about $7.7 billion.


DYNEGY INC: J. Blodgett Resigns as Gen. Counsel and Exec. VP
------------------------------------------------------------
Effective Feb. 4, 2011, Dynegy Inc. and J. Kevin Blodgett, General
Counsel and Executive Vice President, Administration, agreed that
Mr. Blodgett would leave his position as General Counsel and
Executive Vice President, Administration.

Pursuant to the terms of an agreement with the Company,
Mr. Blodgett will receive the benefits and payments to which he is
entitled under the Dynegy Inc. Executive Severance Pay Plan.  In
addition, he will remain eligible for compensation under Dynegy's
Short Term Incentive plan for the 2010 performance year.  Also, as
part of the agreement, Mr. Blodgett has agreed that he will not be
eligible for any benefits or payments under the Dynegy Inc.
Executive Change in Control Severance Pay Plan.

Kent R. Stephenson, the Company's Senior Vice President and Deputy
General Counsel, has been appointed the Company's Senior Vice
President and General Counsel, effective as of February 7, 2011.

Lynn A. Lednicky, the Company's Executive Vice President,
Operations, will assume responsibility for the remaining functions
previously reporting to Mr. Blodgett, including Government &
Regulatory Affairs, Human Resources, and Information Technology.

                         About Dynegy Inc.

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

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

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

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

                           *     *     *

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

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

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


EASTERNLIFE & HEALTH: S&P Cuts Counterparty Ratings to 'BBpi'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty and financial strength ratings on EasternLife &
Health Insurance Co. to 'BBpi' from 'BBBpi'.  The ratings were
subsequently withdrawn, as a result of the company's merger into
Security life Insurance Co. of America during the first half of
2010.

The ratings downgrade primarily reflects the company's marginal
2009 capital adequacy as measured by S&P's model.  The ratings are
also limited by the company's moderate earnings volatility and
geographic and product line concentration.  Roughly 66% of the
company's premiums as of year-end 2009 were written out of two
states, Pennsylvania and North Carolina.  Group accident and
health insurance, which is a highly regulated segment in the
life/health insurance space, accounted for approximately 84% of
the company's business as of year-end 2009, with group life
insurance accounting for the remainder.  The ratings are supported
by the company's relatively stable production and generally strong
operating performance based on its pretax return on revenue and
return on assets.

The company is rated on a stand-alone basis.


EMERGENCY MEDICAL: Clayton Deal Won't Affect Moody's 'Ba1' Rating
-----------------------------------------------------------------
Moody's Investors Service commented that the announcement that
Emergency Medical Services Corporation has entered into a
definitive agreement to be acquired by affiliates of Clayton,
Dubilier & Rice, LLC has no immediate impact on the ratings of AMR
Holdco, Inc., a subsidiary of EMSC.  Moody's anticipates that the
ratings of AMR Holdco, including the Ba1 Corporate Family Rating
and Baa3 rating on the company's senior secured credit facility
will be withdrawn if the transaction is completed as contemplated.

Moody's last rating action on AMR Holdco was on March 4, 2010 when
Moody's assigned upgraded the Corporate Family Rating to Ba1 and
assigned a Baa3 rating to the company's new credit facility.

EMSC operates through two business segments: EmCare Holdings Inc.
and American Medical Response, Inc.  EmCare is the company's
emergency department and hospital-based management services
segment.  AMR is a provider of ambulance services in the U.S.  For
the twelve months ended September 30, 2010, EMSC reported revenues
of approximately $2.8 billion.


EMPLOYERS PREFERRED: S&P Affirms 'BBpi' Counterparty Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BBpi' counterparty credit and financial strength ratings on
Employers Preferred Insurance Co.

The ratings on Employers Preferred Insurance Co. are based on its
adequate capitalization, offset by its very high business
concentration and volatile operating performance.

Employers Preferred Insurance Co., based in North Palm Beach,
Fla., writes workers' compensation insurance coverage.  The
company commenced operations in 1979, and it is wholly owned by
Employers Holdings, Inc., a Nevada-domiciled company.

The company is rated on a stand-alone basis.


EQUITABLE LIFE: S&P Cuts Counterparty Credit Rating to 'Bpi'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit and financial strength ratings on Equitable
Life & Casualty Insurance Co. to 'Bpi' from 'BBpi'.

The downgrade reflects the company's weak and deteriorating
capital adequacy and marginal liquidity, as measured by S&P's
models, as well as declining operating earnings.  Total adjusted
capital declined by approximately 20% in 2009 to $30.5 million
from $38.2 million in the previous year.  Revenues remained
relatively flat, though operating earnings continued to decline as
benefits and other expenses increased.  Operating earnings (before
realized capital gains and losses) dropped 86.2% to $85 million in
2009, and they totaled negative $333 million in second-quarter
2010.

Equitable Life & Casualty primarily sells individual accident and
health products as well as individual life insurance products sold
through agents.  Equitable Life & Casualty is rated on a stand-
alone basis.


EQUITY INSURANCE: S&P Affirms 'BBpi' Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BBpi' counterparty credit and financial strength ratings on
Equity Insurance Co.

The ratings reflect the company's extremely strong capitalization,
which is offset by weak and deteriorating operating performance
and a high concentration in private passenger automobile liability
insurance in Oklahoma, Florida, Arkansas, and Georgia.

Based in West Des Moines, Iowa, Equity is a stock company engaged
in mainly nonstandard private passenger auto.  The company, which
began operations in 1965, markets primarily through independent
general agents.  Home State Insurance Group Inc., a small
insurance group, acquired the company in September 2001.

The company is rated on a stand-alone basis.


EVERGREEN SOLAR: Exchange Offer Yields 'Disappointing' Results
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Evergreen Solar Inc. gave
results of debt-exchange offers it had made as part of a
recapitalization plan, with relatively few noteholders tendering
to the Company's offers.

The Company set a Feb. 11 deadline of its offers to exchange:

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

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

                      Recapitalization Plan

In December 2010, Evergreen Solar announced a comprehensive
recapitalization plan to, among others, substantially reduce its
outstanding indebtedness and annual interest expense.  The plan is
comprised of these key elements:

     -- Exchange offers and a consent solicitation;

     -- Raising additional capital by seeking to sell up to
        $40,000,000 aggregate principal amount of Evergreen
        Solar's new 4% Convertible Subordinated Additional Cash
        Notes due 2020;

     -- Implementing the 1-for-6 reverse stock split previously
        approved by Evergreen Solar's stockholders; and

     -- Increasing Evergreen Solar's authorized shares of common
        stock from 120,000,000 to 240,000,000 shares (after giving
        effect to the reverse stock split), in order to ensure
        that the company has sufficient shares available for
        future issuances.

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

                       About Evergreen Solar

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

The Company's balance sheet at Oct. 2, 2010, showed $835.05
million in total assets, $486.2 million in liabilities and
stockholders' equity of $348.8 million.


FARM BUREAU: S&P Downgrades Counterparty Credit Rating to 'BBpi'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings of Farm Bureau General Insurance
Company of Michigan and Farm Bureau Mutual Insurance Company of
Michigan to 'BBpi' from 'BBBpi'.

                            Rationale

The ratings action on Farm Bureau General Insurance Co. of MI
reflects FB General and FB Mutual's poor underwriting performance
in 2008 and 2009.  FB General's combined ratios increased from
87.0% in 2005 to 108.8% in 2009.  FB Mutual's combined ratios
increased from 90.4% in 2005 to 111.1% in 2009.  However, this is
slightly offset by very strong capital levels at both companies.

FB General and FB Mutual are both a part of Farm Bureau Insurance,
which underwrites commercial and personal lines insurance for
farmers in Michigan.



FARMERS ALLIANCE: S&P Cuts Counterparty Credit Rating to 'BBpi'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it took various
rating actions on 216 U.S. property/casualty insurers based on
statutory 2009 financial data.

Most property/casualty insurers with pi ratings write commercial
lines or a mixture of personal lines and commercial lines.  In
line with S&P's negative outlook on the commercial lines insurance
sector -- and especially with S&P's negative view of future
profitability and potential reserve deficiencies for workers'
compensation business (see "For The U.S. Workers' Compensation
Industry, Profitability Will Be Difficult To Achieve," Dec. 7,
2010) -- S&P downgraded 39% of the companies while upgrading only
14%.

Despite pressure from downward market trends in recent years, pi
ratings in the U.S. property/casualty market as a whole remain
strong, with 78% of pi ratings (excluding the four ratings that
S&P subsequently withdrew) in the investment-grade range, up from
74%.  The distribution of ratings remains concentrated around
'BBBpi', but the distribution is narrower than it was previously.
Of the 212 companies S&P maintain pi ratings on, 4% are rated
'AApi' (down from 15%); 22%, 'Api' (down from 23%); 52%, 'BBBpi'
(up from 35%); 16%, 'BBpi' (down from 18%); 3%, 'Bpi' (down from
4%); and 2%, 'CCCpi' (down from 4%).

Standard & Poor's affirmed the ratings on four companies and
subsequently withdrew them on the basis of the companies' minimal
business activity.

                           Ratings List

                            Downgraded

     American Agricultural Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

       Amerisure Mutual Insurance Co. (Unsolicited Ratings)
           Amerisure Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

            Auto Club Insurance Assoc.  (Unsolicited Ratings)
            MemberSelect Insurance Co. (Unsolicited Ratings)
           Auto Club Group Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

            Canal Insurance Co. (Unsolicited Ratings)
            Canal Indemnity Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

        Celina Mutual Insurance Co.  (Unsolicited Ratings)
          West Virginia Farmers Mutual Insurance Assoc.
                      (Unsolicited Ratings)
       National Mutual Insurance Co.  (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

         Church Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

        Country Mutual Insurance Co. (Unsolicited Ratings)
       Middlesex Mutual Assurance Co. (Unsolicited Ratings)
    Holyoke Mutual Insurance Co. in Salem (Unsolicited Ratings)
       Country Preferred Insurance Co. (Unsolicited Ratings)
       Country Casualty Insurance Co. (Unsolicited Ratings)
         Modern Service Insurance Co. (Unsolicited Ratings)
         MSI Preferred Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api                AApi
Financial Strength Rating
  Local Currency                        Api                AApi

                Cotton States Mutual Insurance Co.
            Shield Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Financial Strength Rating
  Local Currency                        Api                AApi

          Countryway Insurance Co. (Unsolicited Ratings)
   United Farm Family Mutual Insurance Co. (Unsolicited Ratings)
         UFB Casualty Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

     Cumberland Mutual Fire Insurance Co. (Unsolicited Ratings)
        Cumberland Insurance Co. Inc. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

           Erie Insurance Exchange (Unsolicited Ratings)
         Flagship City Insurance Co. (Unsolicited Ratings)
   Erie Insurance Property & Casualty Co. (Unsolicited Ratings)
       Erie Insurance Co. of New York (Unsolicited Ratings)
             Erie Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api                AApi
Financial Strength Rating
  Local Currency                        Api                AApi

    Farm Bureau General Insurance Co. of MI (Unsolicited Ratings)
    Farm Bureau Mutual Insurance Co. of MI (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

    Farmers Alliance Mutual Insurance Co. (Unsolicited Ratings)
         Alliance Insurance Co. Inc. (Unsolicited Ratings)
           Alliance Indemnity Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

    Farmers Automobile Insurance Assoc.  (Unsolicited Ratings)
            Pekin Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

  Farmers Mutual Hail Insurance Co. of Iowa (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

       Federated Mutual Insurance Co. (Unsolicited Ratings)
       Federated Service Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api                AApi
Financial Strength Rating
  Local Currency                        Api                AApi

   Germania Farm Mutual Insurance Assoc.  (Unsolicited Ratings)
           Germania Insurance Co. (Unsolicited Ratings)
        Germania Fire & Casualty Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

         Grange Mutual Casualty Co. (Unsolicited Ratings)
       Grange Indemnity Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

  Kentucky Farm Bureau Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              AApi
Financial Strength Rating
  Local Currency                        BBBpi              AApi

Lawyers Mutual Liability Insurance Co. of NC (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Bpi                BBBpi
Financial Strength Rating
  Local Currency                        Bpi                BBBpi

   Medical Insurance Exchange of California (Unsolicited Ratings)
     Claremont Liability Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

    Michigan Millers Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

       Motorists Mutual Insurance Co. (Unsolicited Ratings)
             MICO Insurance Co. (Unsolicited Ratings)
    American Hardware Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

    New Jersey Manufacturers Insurance Co. (Unsolicited Ratings)
        New Jersey Re-Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api                AApi
Financial Strength Rating
  Local Currency                        Api                AApi

        Penn-America Insurance Co. (Unsolicited Ratings)
          Penn-Star Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

       Sentry Insurance a Mutual Co. (Unsolicited Ratings)
        Sentry Select Insurance Co. (Unsolicited Ratings)
             Sentry Lloyds of TX (Unsolicited Ratings)
             Sentry Casualty Co. (Unsolicited Ratings)
        Patriot General Insurance Co. (Unsolicited Ratings)
           Middlesex Insurance Co. (Unsolicited Ratings)
           Dairyland Insurance Co. (Unsolicited Ratings)
          Dairyland County Mutual Insurance Co. of Texas
                       (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api                AApi
Financial Strength Rating
  Local Currency                        Api                AApi

        Shelter Mutual Insurance Co. (Unsolicited Ratings)
           Shelter Reinsurance Co. (Unsolicited Ratings)
       Shelter General Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

Southern Farm Bureau Casualty Insurance Co. (Unsolicited Ratings)
          Mississippi Farm Bureau Casualty Insurance Co.
                       (Unsolicited Ratings)
Louisiana Farm Bureau Casualty Insurance Co. (Unsolicited Ratings)
Florida Farm Bureau Casualty Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

   Tennessee Farmers Mutual Insurance Co. (Unsolicited Ratings)
      Tennessee Farmers Assurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              AApi
Financial Strength Rating
  Local Currency                        BBBpi              AApi

         Utica Mutual Insurance Co. (Unsolicited Ratings)
     Utica National Insurance Co. of TX (Unsolicited Ratings)
        Utica National Assurance Co. (Unsolicited Ratings)
      Republic-Franklin Insurance Co. (Unsolicited Ratings)
     Graphic Arts Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

     Western World Insurance Co. Inc. (Unsolicited Ratings)
            Tudor Insurance Co. (Unsolicited Ratings)
          Stratford Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

     Workers Compensation Fund of Utah (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

                             Upgraded

           Allegheny Casualty Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

   American Interstate Insurance Co. of GA (Unsolicited Ratings)
         Silver Oak Casualty Inc. (Unsolicited Ratings)
     American Interstate Ins Co. of TX (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api                BBBpi
Financial Strength Rating
  Local Currency                        Api                BBBpi

   Automobile Club Inter-Insurance Exchange (Unsolicited Ratings)
       Auto Club Family Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        AApi               BBBpi
Financial Strength Rating
  Local Currency                        AApi               BBBpi

     Connecticut Medical Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

           Crusader Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               Bpi
Financial Strength Rating
  Local Currency                        BBpi               Bpi

   Doctors Co. an Interinsurance Exchange (Unsolicited Ratings)
         Professional Underwriters Liability Insurance Co.
                      (Unsolicited Ratings)
             SCPIE Indemnity Co. (Unsolicited Ratings)
     American Healthcare Indemnity Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

             FCCI Insurance Co. (Unsolicited Ratings)
        National Trust Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

Federated Rural Electric Insurance Exchange (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api               BBBpi
Financial Strength Rating
  Local Currency                        Api               BBBpi

     First Professionals Insurance Co. (Unsolicited Ratings)
           Intermed Insurance Co. (Unsolicited Ratings)
           Interlex Insurance Co. (Unsolicited Ratings)
          Anesthesiologists' Professional Assurance Co.
                       (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi             BBpi
Financial Strength Rating
  Local Currency                        BBBpi             BBpi

            Lancer Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

          MAG Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

  Medical Professional Mutual Insurance Co. (Unsolicited Ratings)
          ProSelect Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

        Midwest Medical Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

     Physicians Insurance A Mutual Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

            Pmslic Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

          Princeton Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               Bpi
Financial Strength Rating
  Local Currency                        BBpi               Bpi

    State Volunteer Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

             Ulico Casualty Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Bpi                CCCpi
Financial Strength Rating
  Local Currency                        Bpi                CCCpi

     United Educators Insurance RRG Inc. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              BBpi
Financial Strength Rating
  Local Currency                        BBBpi              BBpi

                         Ratings Affirmed

         Agri General Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

    American Compensation Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

       American Safety Indemnity Co. (Unsolicited Ratings)
          American Safety RRG Inc. (Unsolicited Ratings)
   American Safety Casualty Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Bpi
           Financial Strength Rating
            Local Currency                        Bpi

       American Transit Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        CCCpi
           Financial Strength Rating
            Local Currency                        CCCpi

     Atlantic States Insurance Co. (PA) (Unsolicited Ratings)
        Donegal Mutual Insurance Co. (Unsolicited Ratings)
     Southern Insurance Co. of Virginia (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

          Auto-Owners Insurance Co. (Unsolicited Ratings)
        Southern-Owners Insurance Co. (Unsolicited Ratings)
        Property-Owners Insurance Co. (Unsolicited Ratings)
            Owners Insurance Co. (Unsolicited Ratings)
         Home-Owners Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        AApi
           Financial Strength Rating
            Local Currency                        AApi

          Burlington Insurance Co. (Unsolicited Ratings)
           Guilford Insurance Co. (Unsolicited Ratings)
        First Financial Insurance Co. (Unsolicited Ratings)
           Alamance Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

      California Capital Insurance Co. (Unsolicited Ratings)
           Monterey Insurance Co. (Unsolicited Ratings)
          Eagle West Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

    California Casualty Indemnity Exchange (Unsolicited Ratings)
      California Casualty Insurance Co. (Unsolicited Ratings)
   California Casualty General Insurance Co. (Unsolicited Ratings)
  California Casualty Compensation Insurance (Unsolicited Ratings)
   California Casualty & Fire Insurance Co. (Unsolicited Ratings)
           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

         California State Auto Assoc. Inter-Ins.  Bureau
                       (Unsolicited Ratings)
        Western United Insurance Co. (Unsolicited Ratings)
            ACA Insurance Company (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

             Century Surety Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

             COPIC Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

           Dentists Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

     Developers Surety & Indemnity Co. (Unsolicited Ratings)
             Indemnity Co. of CA (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

         Diamond State Insurance Co. (Unsolicited Ratings)
   United National Specialty Insurance Co. (Unsolicited Ratings)
       United National Insurance Co. (Unsolicited Ratings)
    United National Casualty Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

       Employers Mutual Casualty Co. (Unsolicited Ratings)
      Union Insurance Co. of Providence (Unsolicited Ratings)
       Illinois Emcasco Insurance Co. (Unsolicited Ratings)
Hamilton Mutual Insurance Co. of Cincinnati (Unsolicited Ratings)
            Emcasco Insurance Co. (Unsolicited Ratings)
             EMC Reinsurance Co. (Unsolicited Ratings)
    EMC Property & Casualty Insurance Co. (Unsolicited Ratings)
          Dakota Fire Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

         Employers Preferred Ins Co (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

            Equity Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

      Evergreen National Indemnity Co. (Unsolicited Ratings)
     Continental Heritage Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

        Factory Mutual Insurance Co. (Unsolicited Ratings)
          Appalachian Insurance Co. (Unsolicited Ratings)
         Affiliated FM Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

    Farm Bureau Mutual Insurance Co. of ID (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

               FB Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

      Federated National Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        CCCpi
           Financial Strength Rating
            Local Currency                        CCCpi

      Frankenmuth Mutual Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

        GuideOne Mutual Insurance Co. (Unsolicited Ratings)
   GuideOne Specialty Mutual Insurance Co. (Unsolicited Ratings)
  GuideOne Property & Casualty Insurance Co. (Unsolicited Ratings)
       GuideOne Lloyds Insurance Co. (Unsolicited Ratings)
        GuideOne Elite Insurance Co. (Unsolicited Ratings)
       GuideOne America Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

          Interinsurance Exchange of the Automobile Club
                      (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        AApi
           Financial Strength Rating
            Local Currency                        AApi

    International Fidelity Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

         Hospitals Insurance Co. Inc (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        CCCpi
           Financial Strength Rating
            Local Currency                        CCCpi

       Jewelers Mutual Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

           Keystone Insurance Co. (Unsolicited Ratings)
    AAA Mid-Atlantic Insurance Co. of NJ (Unsolicited Ratings)
       AAA Mid-Atlantic Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

        Lawyers Mutual Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

Louisiana Farm Bureau Mutual Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

    Louisiana Workers Compensation Corp. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

      Lumbermens Underwriting Alliance (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

    Maine Employers Mutual Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

         Mutual Insurance Co. of AZ (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

    National American Insurance Co. of CA (Unsolicited Ratings)
       Danielson National Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        CCCpi
           Financial Strength Rating
            Local Currency                        CCCpi

        National Lloyds Insurance Co. (Unsolicited Ratings)
        American Summit Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

New York Central Mutual Fire Insurance Co. (Unsolicited Ratings)
           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

   New York Marine & General Insurance Co. (Unsolicited Ratings)
            Gotham Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

         Norcal Mutual Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

           NorGUARD Insurance Co. (Unsolicited Ratings)
           EastGUARD Insurance Co. (Unsolicited Ratings)
            AmGUARD Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

      Northwest Dentists Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

       Partners Mutual Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

      Peachtree Casualty Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

     Physicians Liability Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        CCCpi
           Financial Strength Rating
            Local Currency                        CCCpi

           Safety Insurance Co. (Unsolicited Ratings)
       Safety Indemnity Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

       Western Community Insurance Co. (Unsolicited Ratings)

           Financial Strength Rating
            Local Currency                        Api

         Western Home Insurance Co. (Unsolicited Ratings)
         Pioneer Insurance Co. (MN) (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Bpi
           Financial Strength Rating
            Local Currency                        Bpi

          Westfield Insurance Co. (Unsolicited Ratings)
      Westfield National Insurance Co. (Unsolicited Ratings)
       American Select Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

                     Affirmed Then Withdrawn

     Associated Industries Insurance Co. (Unsolicited Ratings)

            Counterparty Credit Rating
             Local Currency                        CCCpi
            Financial Strength Rating
             Local Currency                        CCCpi

     Associated Industries Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 CCCpi
Financial Strength Rating
  Local Currency                        NR                 CCCpi

    Farmers Union Cooperative Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

   Farmers Union Cooperative Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

    Liberty American Select Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

   Liberty American Select Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

   Ulico Standard of America Casualty Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        CCCpi
           Financial Strength Rating
            Local Currency                        CCCpi

    Ulico Standard of America Casualty Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 CCCpi
Financial Strength Rating
  Local Currency                        NR                 CCCpi


FARMERS HOME: S&P Withdraws 'Bpi' Ratings
-----------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
public information (pi) counterparty credit and financial strength
ratings on various companies that are no longer in operations or
where S&P does not have sufficient publicly available financial
information to maintain adequate surveillance on these companies.

                    Property/Casualty Insurers

American Healthcare Specialty Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

       Beacon Insurance Co. of America (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Api
Financial Strength Rating
  Local Currency                        NR                 Api

          Danielson Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 CCCpi
Financial Strength Rating
  Local Currency                        NR                 CCCpi

        Farm and City Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

     Farmers Home Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Bpi
Financial Strength Rating
  Local Currency                        NR                 Bpi

      Hemar Insurance Corp. of America (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

        Republic Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

          Surety Co. of the Pacific (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Bpi
Financial Strength Rating
  Local Currency                        NR                 Bpi

                           Life Insurers

        Alabama Reassurance Co. Inc. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

    Farmers & Traders Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

     Mutual Service Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Api
Financial Strength Rating
  Local Currency                        NR                 Api

   Tennessee Farmers Life Reassurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi


FARMERS UNION: S&P Affirms 'BBpi' Counterparty Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit and financial strength ratings on Farmers
Mutual Hail Insurance Co. of Iowa to 'BBBpi' from 'Api'.  At the
same time, Standard & Poor's affirmed its 'BBpi' counterparty
credit and financial strength ratings on Farmers Union Cooperative
Insurance Co., Farmers Mutual's wholly owned subsidiary.  Standard
& Poor's subsequently withdrew the ratings on Farmers Union
Cooperative Insurance Co.

The rating action on Farmers Mutual reflect its earnings
volatility and very high product line concentration, offset by
strong capitalization and positive operating results.

The rating on Farmers Union Cooperative Insurance Co. is based on
its strong capitalization, marginal operating performance, and
high geographic concentration on a stand-alone basis.

Headquartered in Des Moines, Iowa, Farmers Mutual specializes in
crop insurance, private crop hail insurance in 15 Midwestern
states, and government subsidized multiperil crop insurance in 12
states, through more than 4,000 independent agents.  Farmers
Mutual also assumes reinsurance from mainly domestic county
mutuals.


FCCI INSURANCE: S&P Raises Counterparty Credit Rating From 'BBpi'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
counterparty credit and financial strength ratings on FCCI
Insurance Co. and its wholly owned reinsured subsidiary, National
Trust Insurance Co., to 'BBBpi' from 'BBpi'.

The ratings reflect the companies' improved capital and operating
performance, inclusive of investment income.  Offsetting these
positive factors are the companies' high geographic and product-
line concentrations, primarily as a workers' compensation
insurance provider in Florida.

Based in Sarasota, Fla., since 1959, the company writes business
in 14 states.  FCCI is a Florida-domiciled property/casualty
insurer that primarily writes workers' compensation insurance in
Florida.  FCCI operates through seven wholly owned subsidiaries:
Monroe Guaranty Insurance Co. (not rated), National Trust
Insurance Co., Brierfield Insurance Co. (not rated), FCCI
Commercial Insurance Co. (not rated), FCCI Advantage Insurance
(not rated), FCCI Services (not rated), and Mississippi Insurance
Managers (not rated).

The companies are rated on a group basis.


FEDERAL-MOGUL: 5th Cir. Remands Everitt Suit vs. Pneumo Abex
------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit reversed and
remanded the district court's grant of summary judgment to Pneumo
Abex, L.L.C., in a lawsuit filed a group of roughly 1,300 to 1,400
plaintiffs.  The Everitt Parties filed a lawsuit in district court
to enforce a settlement agreement arising out of asbestos
litigation against Pneumo and certain other asbestos
manufacturers.

                        Everitt Settlement

In February 2000, the Everitt Parties filed a lawsuit in the
Circuit Court of Jefferson County, Mississippi against Pneumo and
certain other asbestos manufacturers, distributors, or sellers
affiliated with Federal-Mogul seeking recovery for injuries
alleged to have resulted from their exposure to asbestos. Hilary
A. Anderson v. The Flintkote Company, No. 2000-22 (Miss Cir. Ct.
Feb. 8, 2000).  In September 2001, the Everitt Parties settled
their claims against Pneumo and three of the other co-defendants
in that case by letter agreement.

The letter agreement entitles individual plaintiffs to payment for
their submitted claims at specified rates based on their
particular asbestos-related disease.  It also obligates Pneumo and
its co-defendants to make six quarterly payments into a settlement
fund to satisfy those claims beginning on November 1, 2001, and
continuing quarterly until February 1, 2003.

The agreement states that any remaining sums to be paid to
plaintiffs are to be determined on May 1, 2003, although it
provides no express deadline for claims to be submitted or paid.
Individual plaintiffs may effectively opt-out of the agreement by
electing "not to accept" the settlement.  The agreement states
that the dismissal with prejudice with respect to "any such
plaintiff not accepting this settlement shall be vacated."

Under the letter agreement, individual plaintiffs are required to
provide certain documentation prior to receiving payment,
including a release of liability, a certification of a medical
doctor evidencing an asbestos-related disease, and, where
appropriate, documentation relating to estate papers and death
certificates.  The agreement is silent as to the consequences of a
bankruptcy or other reorganization of Pneumo or of Pneumo's parent
companies, but provides each party a termination right "if federal
or Mississippi state tort reform legislation or judicial decision
were to be enacted so as to cause either party" to conclude that
its continued participation in the settlement agreement would no
longer be in its best interests.

                     Federal Mogul Bankruptcy

On Oct. 1, 2001, before any payments into the settlement trust had
come due, and before any such payments had in fact been made,
Federal-Mogul and certain of its affiliates -- including all of
the Anderson defendants except Pneumo -- filed for Chapter 11
bankruptcy protection in the United States Bankruptcy Court for
the District of Delaware.  Pneumo sought to intervene in the
bankruptcy proceeding as a non-debtor third party, seeking the
extension of the Federal-Mogul bankruptcy automatic stay to Pneumo
and also a channeling injunction protecting Pneumo's assets under
Section 524(g) of the Bankruptcy Code.  The Everitt Parties did
not oppose that filing.  Federal-Mogul subsequently informed
Pneumo that it could no longer satisfy its indemnity obligations.
Nor did they oppose Pneumo's further declaratory judgment
complaint in the bankruptcy court in December 2005, as became
clear at oral argument.

At some later time, Pneumo withdrew its request for an automatic
stay from the bankruptcy court.  Pneumo's other requests for
injunctive relief were denied by the bankruptcy court nearly five
years later, on January 20, 2006.  Once it became clear that no
injunctive relief would issue from the bankruptcy court in
Pneumo's favor, 57 of the individual Everitt plaintiffs submitted
claims for payment as provided in the letter agreement.  Pneumo
rejected those claims as untimely on March 28, 2006.

Despite the fact that Pneumo's request for injunctive relief was
rejected by the bankruptcy court, the claims against Pneumo were
taken into account in the various plans of reorganization proposed
for the Federal-Mogul debtors.  In support of those plans, Pneumo
submitted a sworn declaration to the bankruptcy court in June 2007
by its president, Steven L. Fasman.  Mr. Fasman explained that
although the claims of the Everitt Parties were settled before
Federal-Mogul's bankruptcy, "the Debtors stopped processing the
settlement and made no further settlement payments" after the date
of the bankruptcy.  As a result, Mr. Fasman explained, those
"settled but not paid" claimants filed suit against Pneumo.  On
November 8, 2007, the bankruptcy court approved one of the
alternative proposals for reorganization.  The so-called "Plan B"
scheme the court approved awarded Pneumo $140 million in full
satisfaction of the then-present and future asbestos claims for
which Federal-Mogul owed indemnity to Pneumo, but was unable to
pay due to the bankruptcy.

                        District Court Case

On Aug. 15, 2008, the Everitt Parties sought enforcement of the
settlement agreement.  After conducting discovery, the Everitt
Parties and Pneumo filed simultaneous motions for summary
judgment.  The district court denied the Everitt Parties' motion,
granted Pneumo's motion, and dismissed the Everitt Parties'
complaint with prejudice.  Although the district court concluded
that the letter agreement was a valid contract -- rather than, as
Pneumo had claimed, merely an offer that the individual Everitt
plaintiffs never accepted -- it held that the Everitt Parties'
claims under the letter agreement were time barred in part because
they filed this lawsuit more than three years after Pneumo first
failed to make payments into the settlement fund on November 1,
2001.  The trial court also rejected the Everitt Parties'
substantive contractual claims, holding that the Everitt Parties'
breached the letter agreement by failing to present their claims
prior to what the court characterized as the "implicit" May 1,
2003 deadline.  Moreover, the district court rejected the Everitt
Parties' contentions that the Federal-Mogul bankruptcy temporarily
suspended performance under the agreement, that the bankruptcy
stay automatically extended to Pneumo, and that Pneumo was
equitably estopped from asserting the statute of limitations.  The
Everitt Parties timely appealed.

The Everitt Plaintiffs dispute that May 1, 2003 constituted a
claims deadline, and argue that in any event, the automatic stay
arising from the Federal-Mogul bankruptcy applied to Pneumo, and
tolled the time to submit any claims under the letter agreement
and under the Mississippi statute of limitations.

                          5th Cir. Ruling

The Fifth Circuit held that on the current record, it cannot find
that the settlement agreement is clear enough to justify the
forfeiture of the individual Everitt plaintiffs' claims.  The
Fifth Circuit pointed out that the settlement agreement made no
provision for Federal-Mogul's bankruptcy.  Faced with that
ambiguity, the Fifth Circuit noted that the record on the appeal
shows that both parties consistently acted as if the bankruptcy
delayed implementation of their settlement.

The appellate case is Doris Everitt, Executrix of The Estate of
Robert M. Everitt, Sr., Deceased; Gordon K. Abbott; Samuel F.
Abel; Lucas Clarence Abel; Kenneth Adair; et al., v. Pneumo
Abex, L.L.C., Successor by merger to Pneumo Abex Corporation, No.
10-60015 (5th Cir.).  A copy of the Fifth Circuit's February 14,
2011 decision is available at http://is.gd/xg4CQufrom Leagle.com.
Circuit Judges Harold R. DeMoss, Jr., Fortunato Benavides, and
Jennifer Elrod presided over the case.

                         About Federal-Mogul

Federal-Mogul Corporation is a supplier of powertrain, chassis and
as safety technologies, serving the world's foremost original
equipment manufacturers of automotive, light commercial, heavy-
duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Federal-Mogul was
founded in Detroit in 1899.  The Company is headquartered in
Southfield, Michigan, and employs nearly 41,000 people in 33
countries.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
01-10582) on Oct. 1, 2001.  Attorneys at Sidley Austin Brown
& Wood, and Pachulski, Stang, Ziehl & Jones, P.C., represented the
Debtors in their restructuring effort.  When the Debtors filed for
protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.  Attorneys at The Bayard
Firm represented the Official Committee of Unsecured Creditors.

The Debtors' Reorganization Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14, 2007.  Federal-Mogul emerged from Chapter 11 on Dec. 27,
2007.


FEDERATED NATIONAL: S&P Affirms 'CCCpi' Counterparty Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'CCCpi' counterparty credit and financial strength ratings on
Federated National Insurance Co.

The ratings are based on the company's weak and deteriorating
capitalization, volatile operating performance, extremely high
geographic concentration, and extremely high product-line
concentration.

Federated, which is based in Fort Lauderdale, Fla., underwrites
private passenger mobile home and homeowner insurance in Florida.
The company commenced operations in 1992 and is a wholly owned
subsidiary of 21st Century Holding Co.

The company is rated on a stand-alone basis.


FIRST PROFESSIONALS: S&P Raises Counterparty Ratings From 'BBpi'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
counterparty credit and financial strength ratings on First
Professionals Insurance Co., Anesthesiologists' Professional
Assurance Co., Intermed Insurance Co., and Interlex Insurance Co.
(wholly owned by Intermed) to 'BBBpi' from 'BBpi'.

The ratings reflect the group's strong capital and operating
performance.  Offsetting these positive factors are the group's
high geographic and product-line concentrations.

FPIC is a multi-line carrier specializing in medical professional
liability coverage for physicians, dentists, and other health care
providers, primarily in Florida.  The company is licensed to
operate in 28 states.  The company is based in Jacksonville, Fla.,
and commenced operations in 1976.  FPIC participates in an
intercompany pool, with FPIC accounting for about 69%;
Anesthesiologists' Professional Assurance, 19.5%; Advocate MD (not
rated), 7%; and Intermed, 4%.

The companies are rated on a stand-alone basis.


FIRST ROUND: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: First Round, Fourth Pick, Limited Partnership
        516 Kirkwall Lane
        Schaumburg, IL 60173

Bankruptcy Case No.: 11-05657

Chapter 11 Petition Date: February 14, 2011

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Paul M. Bauch, Esq.
                  BAUCH & MICHAELS LLC
                  53 West Jackson Boulevard, Suite 1115
                  Chicago, IL 60604
                  Tel: (312) 588-5000
                  Fax: (312) 427-5709
                  E-mail: pbauch@bauch-michaels.com

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

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

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by Scott Ascher, president of Brewers for
Urban Development, Inc., general partner.


FIRSTPLUS FINANCIAL: Chapter 11 Trustee Submits Plan
----------------------------------------------------
Matthew D. Orwig, the Chapter 11 Trustee in the cases of FirstPlus
Financial Group, Inc., et al., submitted to the U.S. Bankruptcy
Court for the Northern District of Texas a proposed Plan of
Liquidation for the Debtors.

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

According to the Disclosure Statement, the Plan provides that on
or prior to the Effective Date, a Creditor Trust will be
established.  The Creditors Trust, on behalf of the Debtors and
the Debtors' Estate, will remit to the respective holders of all
remaining and unpaid Allowed Administrative Expense Claims,
Allowed Priority Tax Claims, and Allowed Priority Non-Tax Claims,
an amount in cash equal to 100% of the amount of allowed claim.

Under the Plan, holders of Class 2 - secured claims will receive
treatment as will render the Claim unimpaired on the Effective
Date except to the extent that the holder of the claim agreed to
different treatment.

Holders of Class 3 - unsecured claims will receive in full
satisfaction, settlement, and release of and in exchange for, the
Allowed Claim, pro rata share of cash distributed by the Creditors
Trust in the time and manner as set forth in the Plan and the
Creditors Trust Agreement.

The holders of subordinated claims will not receive or retain any
property.  Equity interests will be deemed canceled on the
Effective Date.

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

The Chapter 11 trustee is represented by:

     SNR Denton US LLP
     2000 McKinney Avenue, Suite 1900
     Dallas, Texas 75201
     Tel: (214) 259-0951
     Fax: (214) 259-0910

               About FirstPlus Financial Group, Inc.

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. --
http://www.firstplusgroup.com/-- (Pink Sheets: FPFX) is a
diversified company that provides commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company has three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000.

The Company filed for Chapter 11 protection on June 23, 2009
(Bankr. N.D. Tex. Case No. 09-33918).  Aaron Michael Kaufman,
Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, serves as counsel.  The Debtor has total
assets of $15,503,125 and total debts of $4,539,063 as of June 30,
2008.  FirstPLUS Financial Group disclosed $1,264,637 in assets
and $10,347,448 in liabilities as of the Chapter 11 filing.


FLORIDA SUPER: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Florida Super Cash Pawn, Inc
        7 Acme Street
        Jacksonville, FL 32211

Bankruptcy Case No.: 11-00900

Chapter 11 Petition Date: February 14, 2011

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

Debtor's Counsel: Bryan K. Mickler, Esq.
                  MICKLER & MICKLER
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Fax: (904) 725-0855
                  E-mail: court@planlaw.com

Scheduled Assets: $1,324,950

Scheduled Debts: $1,535,786

A list of the Company's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-00900.pdf

The petition was signed by Patsy Weaver, president.


FLOWERS FOODS: S&P Assigns 'BBB-'/'BB+' Senior Debt Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
'BBB-'/'BB+' senior unsecured/subordinated debt ratings to
Thomasville, Ga.-based Flowers Foods Inc.'s (BBB-/Stable) Form S-3
universal shelf registration.  The new shelf has an indeterminate
total initial offering amount and an indeterminate number of debt
securities.  Since Flowers Foods Inc. is a holding company,
subordination could also arise from structural subordination at
the holding company level depending on the amount of potential
future debt issuance at operating entities (such a scenario could
arise following an acquisition, for example).

S&P's corporate credit rating on Flowers is 'BBB-' and the rating
outlook is stable.  The rating reflects Flowers' solid credit
measures, which S&P believes compensate for the company's narrow
business focus and exposure to commodity price fluctuations.  S&P
expects credit measures to remain close to historical averages,
with adjusted leverage near 1.5x.  S&P could consider a downgrade
if financial policy becomes more aggressive or adjusted leverage
approaches 3x.  S&P believes this could occur if adjusted EBITDA
declines more than 50% (assuming debt levels do not significantly
change from current levels).  In the event of a downgrade to the
speculative-grade rating category, Standard & Poor's would apply
its recovery rating analysis, based on S&P's criteria for
speculative-grade credits.  S&P believes the company's business
risk profile somewhat constrains a potential upgrade, which is
currently unlikely given existing limited geographical
diversification.

                           Ratings List

                        Flowers Foods Inc.

         Corporate Credit Rating           BBB-/Stable/--

                            New Rating

                        Flowers Foods Inc.

                  Form S-3 universal shelf reg

           Senior Unsecured                BBB-(prelim)
           Subordinated                    BB+(prelim)


FORT LOWELL RETAIL: Unlikely to Confirm Bankruptcy Plan
-------------------------------------------------------
Bankruptcy Judge James M. Marlar denied Fort Lowell Retail, LLC's
application for a temporary restraining order.  Fort Lowell sued
Great Western Bank to prevent foreclosure of Fort Lowell's real
estate, due to the court's having lifted the stay on January 26,
2011.  No appeal has yet been taken of that decision.

Great Western Bank is Fort Lowell's single secured creditor,
holding a deed of trust on the Debtor's property.  The debt is
scheduled as being $2,464,526.  The Debtor scheduled the real
property to be $575,000. Its appraiser valued the property at
$780,000.

The Debtor scheduled four unsecured debtors, owed $61,700 in the
aggregate.  The amount excludes the substantial unsecured portion
of Great Western's debt, which on this record is approximately
$1,684,526.  Great Western's debt is not listed as being in
dispute.  Thus, Great Western holds 96.64% of the total unsecured
debt against the Debtor.

The Debtor's plan proposes to place three of its four creditors
into an "administrative convenience" class, and pay them 50% of
their debts.  Those creditors are:

   Creditor                   Debt     50%
   --------                   ----     ---
   Beach, Fleishman CPA's   $2,200  $1,100
   Safrin Trust              5,000   2,500
   Transwest Properties      2,500   1,250
                            ------  ------
                            $9,700  $4,850

The only other secured creditor, EZ Trading, is scheduled at
$52,000.  The plan proposes to pay it, along with Great Western's
unsecured obligation, only 2%.

Judge Marlar noted that Great Western has not made the secured
election of 11 U.S.C. Sec. 1111(b)(2).  Thus, it is secured to the
extent of $780,000, and unsecured in the amount of $1,684.526.  It
opposes the Debtor, and seeks to foreclose.  Great Western,
therefore, controls both the secured and unsecured classes, and
would likely reject the plan, in both classes, when it comes to a
vote.

According to Judge Marlar, thus, presuming the Debtor obtains the
affirmative vote of a separate unsecured class, who stand to be
paid $4,850, is the Debtor's plan likely to be confirmed when the
$2,464,526 of secured and unsecured debt disfavor it?  While
theoretically anything is possible, it is not likely to occur
here.  If the foreclosure proceeds, there will be nothing left to
reorganize.  The Debtor agrees that, to obtain an injunction, it
must show that it has a reasonable likelihood of success in its
confirmation hearing.

Judge Marlar further held that it is unlikely that the Debtor's
plan can be confirmed, for at least these reasons:

     -- There are only four unsecured creditors in the case, not
        including Great Western's deficiency.

     -- The Debtor proposes to isolate three of those creditors,
        each of whom have claims below $5,000. These creditors the
        Debtor calls "administrative convenience" and proposes a
        50% payment, or only $4,850.

     -- This class, then, becomes the sole impaired consenting
        class, which then the Debtor maintains will carry
        confirmation of a plan which stretches out a secured claim
        of approximately $780,000, and pays the unsecured
        deficiency of $1,684,526 only 2% of its claims, or
        $33,690.52.

     -- The Debtor cannot get past  1129(a)(7), which requires
        that creditors will receive more under the plan than on
        liquidation. In a liquidation, the secured creditor, at a
        minimum (if it bids in and recovers the collateral at a
        trustee's sale) will get the property ($780,000) and the
        right to collect rents from existing and future tenants.
        Rents collected in December, 2010, were $13,460.23.
        Annualized, the rents collected would be $161,522.76. Even
        after payment of routine expenses, Great Western would
        clearly net more than $33,690.52.

     -- There is no reason to place the three unsecured creditors
        into a separate class, except to manipulate voting. The
        plan therefore fails to properly classify claims (Sec.
        1122), and thus fails compliance with Secs. 1129(a)(1) and
        (2). In addition, this manipulation is indicative of bad
        faith, also failing the test of Sec. 1129(a)(3) (good
        faith).

     -- With Great Western controlling the secured and unsecured
        classes, after inclusion of the "administrative
        convenience" class back into the general body, the Debtor
        has no impaired consenting class, and fails the
        requirement of Sec. 1129(a)(10).

     -- From the existing record, it is also doubtful that the
        Debtor can overcome the strictures of the "absolute
        priority rule."  Sec. 1129(b)(2)(B)(ii).  The proposed new
        capital infusion of about $105,000 is based on the annual
        revenues generated, simply too low.

Thus, Judge Marlar said, the equities tilt in favor of Great
Western and against the Debtor, since it appears unlikely that the
Debtor can confirm this plan.  It may also be, if the evidence
further evolves, that this case is, in essence, only a two-party
dispute which would mandate dismissal as a bad faith filing, Judge
Marlar added.

Judge Marlar also held that the lawsuit appears to be,
essentially, a collateral attack on the stay relief order.  That
order, in turn, was based upon a clear statute with defined
timelines, as well as a stipulation by the same parties to the
lawsuit.  As the matters involved in the suit tread the same
ground as that trod in the stay relief hearing, unless stay relief
is reversed on appeal, that ruling is the law of the case for now.
If the stay relief order becomes final, its status will elevate to
res judicata.

The complaint is Fort Lowell Retail LLC, v. Great Western Bank,
Adv. Pro. No. 11-00218 (Bankr. D. Ariz.).  A copy of the Court's
February 10, 2011 Memorandum Decision is available at
http://is.gd/saa45efrom Leagle.com.

Fort Lowell Retail, LLC, a single-asset real estate entity, filed
a Chapter 11 proceeding (Bankr. D. Ariz. Case No. 10-29820) on
September 17, 2010.  It owns a strip shopping center just south of
the Fort Lowell and Campbell intersection, which is leased to
about 67% of its capacity.


FRASER PAPERS: Implements Plan of Arrangement
---------------------------------------------
Fraser Papers Inc. and its subsidiaries disclosed that the Amended
Plan of Arrangement and Compromise, which was approved by its
creditors on February 8, 2011, has been approved by the courts
overseeing the Company's creditor protection proceedings.

At a hearing on February 10, 2011, the Ontario Superior Court of
Justice, which is overseeing the proceedings under the Companies'
Creditor Arrangement Act ("CCAA") in Canada, issued orders (the
"Canadian Orders") sanctioning the Plan and approving the
transaction under which the Company has agreed to sell its
subsidiaries in the U.S. to the Plan Sponsor, Brookfield Asset
Management (the "Transaction").

At a hearing on February 11, 2011, the U.S. Bankruptcy Court for
the District of Delaware, which is overseeing the proceedings
under Chapter 15 of the U.S. Bankruptcy Code, issued a recognition
order recognizing the Canadian Orders, sanctioning the Plan and
approving the Transaction.

Following the approvals by the Canadian Court and the US Court,
the Company began working diligently to complete the Transaction
and implement the Plan on February 15, 2011.  As part of the
implementation of the Plan, the Company distributed approximately
$44 million in unsecured notes issued by Twin Rivers Paper Company
Inc. ("Twin Rivers") and a 49% common equity interest in Twin
Rivers to Fraser Papers' creditors.

Fraser Papers Inc. continues under creditor protection while it
finalizes its restructuring activities including settling
unresolved claims, completing the sale of certain assets and
distributing all residual cash to creditors after paying the
remaining costs of the proceedings. Fraser Papers expects to
complete these activities before its stay period expires on May 2,
2011.

                        About Fraser Papers

Fraser Papers -- http://www.fraserpapers.com/-- is an integrated
specialty paper company that produces a broad range of specialty
packaging and printing papers.  The Company has operations in New
Brunswick, Maine, New Hampshire and Quebec.

On June 18, 2009, citing continued operating losses, weak markets
for pulp and lumber, impending debt repayments and significant
pension funding obligations, the Company and its subsidiaries
filed for protection under the Companies Creditors Arrangement Act
(Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and
Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
09-12123).  Fraser is represented by Michael Barrack, Esq.,
Robert I. Thornton, Esq., and D.J. Miller, Esq., at
ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del.


FRE REAL ESTATE: Asks for Nod to Hire Neligan Foley as Counsel
--------------------------------------------------------------
FRE Real Estate Inc. asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to employ Neligan/Foley
LLP as its counsel.  The firm will:

   a) assist in the preparation of schedules, statement of
      financial affairs, any amendments thereto, and any other
      documents and disclosures required to be filed by the Debtor
      under the bankruptcy laws and rules;

   b) attend and participate with the Debtor in its "debtor
      interview" with the Office of the United States Trustee;

   c) attend and participate with the Debtor in its 11 U.S.C. Sec.
      341(a) meeting of creditors;

   d) direct the Debtor concerning administrative and
      reorganization issues; and

   e) perform all other necessary legal services in connection
      with this Chapter 11 case and in any adversary proceedings
      arising in this case.

The firm will be paid based on the hourly rates of its
professionals:

      Designation              Hourly Rates
      -----------              ------------
      Partners                   $445-$520
      Associates                 $185-$395
      Paralegal                     $130

The Debtor assures the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                           *     *     *

John P. Lewis, Jr., Esq., at Neligan Foley, informed the
Bankruptcy Court that he is withdrawing as one of the attorneys
for the Debtor and to allow the firm to be sole counsel.
Mr. Lewis explained that his current caseload and trial calendar
will not allow him to devote and expend the requisite amount of
time and effort that will be necessary to address all of the
issues anticipated to arise in this case, especially those matters
that will arise during the first 30 days of this case.

                       About FRE Real Estate

Dallas, Texas-based FRE Real Estate, Inc., filed for Chapter 11
bankruptcy protection on January 4, 2011 (Bankr. N.D. Tex. Case
No. 11-30210).  John P. Lewis, Jr., at the Law Office of John P.
Lewis, Jr., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $100 million to $500 million.


GALLENTHIN REALTY: Files Schedules of Assets And Liabilities
------------------------------------------------------------
Gallenthin Realty Development Inc. filed with the U.S. Bankruptcy
Court for the District of New Jersey its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property
  B. Personal Property           $20,000,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                   $50,189
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $97,811
  F. Creditors Holding
     Unsecured Non-priority
     Claims
                                ------------     ------------
        TOTAL                    $20,000,000         $148,000

A full-text copy of the Schedules of Assets and Liabilities is
available for free at http://ResearchArchives.com/t/s?7355

Woodbury, New Jersey-based Gallenthin Realty Development, Inc.,
filed for Chapter 11 bankruptcy protection on December 30, 2010
(Bankr. D. N.J. Case No. 10-50011).  Joseph T. Threston, III,
Esq., who has an office in Riverton, New Jersey, serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets at
$50 million to $100 million and debts at $100,001 to $500,000.


GATEWAY ETHANOL: With No Assets to Liquidate, Court Dismisses Case
------------------------------------------------------------------
Bankruptcy Judge Dale L. Somers dismissed Gateway Ethanol,
L.L.C.'s Chapter 11 case.  The Debtor sought dismissal or, in the
alternative, conversion of the case to Chapter 7.  Indeck Power
and Equipment Company asked the Court to deny the motion to
dismiss, or at the most grant conversion from Chapter 11 to
Chapter 7.

In dismissing the case, Judge Somers held that there is no basis
to conclude that the estate would benefit from conversion to
Chapter 7.  The estate has no assets.  Its tangible and intangible
property, including its prepetition claims and Chapter 5 causes of
action have been sold to Dougherty.  There is no source from which
assets could be recovered.  There is nothing to liquidate.

The Troubled Company Reporter published a story on the Debtor's
Motion to Dismiss on July 30, 2010.  Gateway Ethanol sold
substantially all of its assets to Dougherty Funding under 11
U.S.C. Sec. 363 on January 5, 2009.

A copy of the Court's February 11, 2011 Memorandum Opinion and
Order is available at http://is.gd/2egtdzfrom Leagle.com.

                     About Gateway Ethanol

Pratt, Kansas-based Gateway Ethanol, LLC, was formed in March 2006
to construct, manage, and operate a premier dry-mill ethanol
plant.  The Company had a capacity of 55 million gallons a year,
according to Orion Ethanol's Web site.

The Company filed for bankruptcy protection (Bankr. D. Kans. Case
No. 08-22579) on Oct. 5, 2008.  Laurence M. Frazen, Esq., Megan J.
Redmond, Esq., and Tammee E. McVey, Esq., at Bryan Cave, LLP,
represent the Debtor in its restructuring effort.  In its
schedules, the Debtor listed total assets of $94,545,022, and
total debts of $93,353,654.


GERMANIA FARM: S&P Downgrades Counterparty Credit Rating to 'BBpi'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit and financial strength ratings on Germania
Farm Mutual Insurance Assoc., Germania Insurance Co., and Germania
Fire & Casualty Co. to 'BBpi' from 'BBBpi'.

The rating action reflects the group's deteriorating
capitalization, declining earnings, and very high geographic and
product-line concentrations, offset by its historically positive
operating results.

Germania Farm Mutual Insurance Assoc. owns 100% of the common and
preferred stock of Germania Insurance Co. Germania Fire & Casualty
Co. is wholly owned by Germania Insurance Co.


GRANGE LIFE: S&P Downgrades Counterparty Credit Rating to 'BBpi'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty and financial strength ratings on Grange Life
Insurance Co. to 'BBpi' from 'BBBpi'.

The downgrade primarily reflects the company's marginal
capitalization and liquidity as measured by S&P's models.  In
addition, the company's business profile is characterized by
moderate geographic concentration.  Offsetting these weaknesses is
the company's strong operating performance based on its pretax
return on revenue and return on assets.

Grange Life, which is based in Columbus, Ohio, commenced
operations in 1968 and is a wholly owned subsidiary of Grange
Mutual Casualty Co. Grange Life is a mutual life and health
insurer operating predominately in Ohio, Kentucky, Tennessee,
Georgia, and Indiana.

The company is rated on a stand-alone basis.


GUARANTEE TRUST: S&P Affirms 'Bpi' Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'Bpi'
counterparty credit and financial strength ratings on Guarantee
Trust Life Insurance Co. and Guarantee Security Life Insurance Co.
of AZ.  Standard & Poor's subsequently withdrew the ratings on
Guarantee Security Life Insurance Co. of AZ due to insufficient
market interest and limited business activity by the company.

The ratings reflect the group's marginal capital adequacy and
liquidity as measured by S&P's models and marginal operating
performance based on its ROR.  The ratings are also pressured by
the company's limited business profile, which is concentrated in
the accident and health insurance line of business, a highly
regulated business segment.  The ratings are supported by the
company's relatively stable top-line growth.

Based in Glenview, Ill., Guarantee Trust Life writes variable
individual life insurance and accident and health insurance
products, with a focus on the colleges and universities accident
and health markets.  The company, which began operations in 1936,
is licensed in 46 states, the District of Columbia, and Puerto
Rico.  The company is a member of Guarantee Trust Group, a mid-
sized insurance group.

Guarantee Security Life Insurance Co. of AZ, which is located in
Scottsdale, Ariz., was incorporated under the laws of Arizona in
1973.  The company is a domestic reinsurer licensed in Arizona.
Guarantee Security Life of AZ's operations consist of premium
income assumed from credit life and credit accident and health
business written by Guarantee Trust Life.  The stockholders of the
company consist of Guarantee Trust Life and the various financial
institutions that have placed this business with Guarantee Trust
Life.


HAPPY VALLEY: Files Schedules of Assets And Liabilities
-------------------------------------------------------
Happy Valley 160 LLC filed with the U.S. Bankruptcy Court for the
District of Arizona its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property
  B. Personal Property            $1,375,585
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $24,316,211
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $2,187,154
  F. Creditors Holding
     Unsecured Non-priority
     Claims
                                ------------     ------------
        TOTAL                     $1,375,585      $26,503,365

A full-text copy of the Schedules of Assets and Liabilities is
available for free at http://ResearchArchives.com/t/s?7356

Phoenix, Arizona-based Happy Valley 160, L.L.C., filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-
39628) on Dec. 13, 2010.  Mark W. Roth, Esq., at Polsinelli
Shughart P.C., serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


HAPPY VALLEY: US Trustee Unables to Form Creditor's Committee
-------------------------------------------------------------
The United States Trustee for Region 14 has not appointed
creditors to serve on an Official Committee of Unsecured Creditors
of Happy Valley because an insufficient number of persons holding
unsecured claims against the Debtor have expressed interest in
serving on a committee.

Phoenix, Arizona-based Happy Valley 160, L.L.C., filed for
Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-
39628) on Dec. 13, 2010.  Mark W. Roth, Esq., at Polsinelli
Shughart P.C., serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.


HCR HEALTHCARE: Moody's Assigns 'Ba3' Rating to Proposed Sr. Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD2, 23%) rating to HCR
Healthcare, LLC's proposed senior secured credit facility,
consisting of a $150 million revolver and a $400 million term
loan.  Moody's also affirmed the Corporate Family Rating at B2 and
upgraded the Probability of Default Rating to B2 from B3.  The
outlook for the ratings is stable.

Moody's understands that the proceeds of the new credit facility
will be used to refinance the company's existing debt that will be
repaid as part of the corporate reorganization undertaken to
complete the sale of the real estate assets of HCR Properties, LLC
(a related company under a common parent) to HCP, Inc.  Therefore,
Moody's expects to withdraw the ratings on HCR Healthcare's
existing debt at the close of the transaction.

Moody's raised the Probability of Default Rating to B2 from B3 and
lowered the estimated mean family recovery rate to 50% from 65%
reflecting the potential for significant unsecured claims against
the company in a default scenario associated with the high level
of operating lease obligations in the pro forma capital structure.

A summary of Moody's ratings actions:

Ratings assigned:

  -- $150 million senior secured revolving credit facility due
     2016, Ba3 (LGD2, 23%)

  -- $400 million senior secured term loan due 2018, Ba3 (LGD2,
     23%)

Ratings affirmed:

  -- Corporate Family Rating, B2

Ratings upgraded:

  -- Probability of Default Rating, to B2 from B3

Ratings unchanged and expected to be withdrawn at the close of the
transaction:

  -- $200 million senior secured revolving credit facility due
     2013, Ba2 (LGD2, 15%)

  -- $700 million senior secured term loan due 2014, Ba2 (LGD2,
     15%)

                        Ratings Rationale

HCR Healthcare's B2 Corporate Family Rating reflects the
considerable financial leverage when including the obligation
related to the operating leases for the facilities sold to HCP.
While the sale of the assets resolves the refinancing risk
associated with the company's CMBS debt, free cash flow is
expected to be negatively impacted since the projected rent
obligation will exceed the cost of servicing the CMBS debt.
However, Moody's acknowledges the historically stable cash flow
generation of the company, which is expected to continue to result
in a good liquidity profile.  Additionally, the rating is
supported by HCR Healthcare's scale, diversity and strong market
position in the skilled nursing sector, which have helped the
company to continue to grow while maintaining strong margins.

Given the company's high adjusted leverage Moody's do not foresee
an upgrade in the rating in the near term.  However, Moody's could
change the outlook to positive or upgrade the ratings if the
company can substantially grow earnings and cash flow so that key
credit metrics materially improve.  Additionally, the company
would have to maintain a disciplined approach to acquisitions and
good liquidity.

Moody's could downgrade the rating or change the outlook to
negative if the company is unable to reduce leverage either
through EBITDA growth or repayment of the term loan.
Additionally, a negative development in reimbursement rates or a
softening in occupancy levels or utilization could stress the
rating.  Downward pressure on the rating could also result if the
company were to engage in debt-financed acquisitions.  Further, a
deterioration of the liquidity profile of the company resulting
from the increased cash requirement of the lease terms and the
relatively small size of the available revolver could result in
downward pressure on the ratings.

The last rating action on HCR Healthcare was on August 5, 2009
when Moody's upgraded the ratings on the company's existing credit
facility to Ba2 from Ba3.

HCR Healthcare'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 of tolerance for risk.  These
attributes were compared against other issuers both within and
outside of HCR Healthcare's core industry and HCR Healthcare's
ratings are believed to be comparable to those other issuers of
similar credit risk.

HCR Healthcare provides a range of health care services, including
skilled nursing care, assisted living, post-acute medical and
rehabilitation care, hospice care, home health care and
rehabilitation therapy.  Additionally, the company provides
rehabilitation therapy in nursing centers of its own and others,
and in the company's outpatient therapy clinics.  HCR Healthcare
recognized approximately $4.2 billion in revenue for the year
ended Dec. 31, 2010.


HELLER EHRMAN: Judge Affirms Heller's Win Over $13.6M Lease Claim
-----------------------------------------------------------------
Bankruptcy Law360 reports that Judge Jeffrey S. White of the U.S.
District Court for the Northern District of California has
affirmed Heller Ehrman LLP's win over its former landlord Bref 333
LLC, ruling that Bref's unsecured claim for future rent should be
cut from $15.9 million to $13.6 million.

                          About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.

Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D.
Calif., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon.
Dennis Montali presides over the case.  Pachulski Stang Ziehl &
Jones LLP assists the Debtor in its restructuring effort.  The
Official Committee of Unsecured Creditors is represented
Felderstein Fitzgerald Willoughby & Pascuzzi LLP.  The firm
estimated assets and debts at $50 million to $100 million as of
the Petition Date.  According to reports, the firm had roughly $63
million in assets and 54 employees at the time of its filing.  The
Court confirmed Heller Ehrman's Plan of Liquidation in September
2010.


HEMAR INSURANCE: S&P Withdraws 'BBpi' Ratings
---------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
public information (pi) counterparty credit and financial strength
ratings on various companies that are no longer in operations or
where S&P does not have sufficient publicly available financial
information to maintain adequate surveillance on these companies.

                    Property/Casualty Insurers

American Healthcare Specialty Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

       Beacon Insurance Co. of America (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Api
Financial Strength Rating
  Local Currency                        NR                 Api

          Danielson Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 CCCpi
Financial Strength Rating
  Local Currency                        NR                 CCCpi

        Farm and City Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

     Farmers Home Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Bpi
Financial Strength Rating
  Local Currency                        NR                 Bpi

      Hemar Insurance Corp. of America (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

        Republic Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

          Surety Co. of the Pacific (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Bpi
Financial Strength Rating
  Local Currency                        NR                 Bpi

                           Life Insurers

        Alabama Reassurance Co. Inc. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

    Farmers & Traders Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

     Mutual Service Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Api
Financial Strength Rating
  Local Currency                        NR                 Api

   Tennessee Farmers Life Reassurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi


HOSPITALS INSURANCE: S&P Holds 'CCCpi' Counterparty Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'CCCpi' counterparty credit and financial strength ratings on
Hospitals Insurance Co. (formerly known as HANYS Insurance Co.
Inc.).

The ratings reflect the company's historical weak underwriting
performance, with the combined ratio ranging from 100.9% to 140.1%
over the previous five years.  The ratings are also based on the
company's concentration in the New York State medical malpractice
market and low capital level.

Based in Albany, N.Y., Hospitals writes business in medical
malpractice.  The company, which began operations in 1987, is
licensed to operate only in New York.  Hospitals exhibit a very
high product-line concentration, with almost all of its business
coming from the medical malpractice segment.

The company is rated on a stand-alone basis.


HUGO SAND: Files for Chapter 11 in Akron
----------------------------------------
The Hugo Sand Company and affiliate, Dutchman Company Inc., have
filed for Chapter 11 protection (Bankr. N.D. Ohio. Lead Case No.
11-50492).

The Debtors have filed "first day" motions to seek relief aimed
at, among other things, retaining employees, promoting an
efficient and economical restructuring, and maintaining their
going-concern value as they attempt to reorganize.

Hugo Sand is involved in the mining, production and commercial
sale of sand and construction aggregates in Portage County, Ohio,
to concrete and asphalt manufacturers.  Prior to March 2010, Hugo
primarily served as a supplier of both sand and aggregates to
certain Collinwood companies for the manufacture of concrete.  As
a result of the season, Hugo is not currently operating but
intends to resume operations in the spring and currently has four
employees.

Dutchman over the years has been involved in various industries,
including the sale of equipment, advertising and hauling.  Most
recently, Dutchman focused its business on the hauling of bulk
cement exclusively for Collinwood entities.  Dutchman discontinued
its operations in April 2010 and has no active employees.

                        Road to Chapter 11

Scott R. Terhune, vice president of Hugo Sand, recounts that in
March 2010, The Collinwood Shale Brick and Supply Company and its
affiliated entities, Collinwood Concrete, Inc., Southwest Supply
and Concrete Company, Horning Builders Supply Co., Horning
Builders Supply Co. East, Horning Builders Supply Co. West,
Horning-Wright Company, Smith & Cowan Coal and Supply Company,
Woodville Concrete Corporation and Sherman Industries were placed
into Ohio receivership by their primary secured creditor.  As
result of the receivership, substantially all of the Collinwood
Companies' assets were sold to a competing company in the
industry.

Prior to the receivership, Hugo and Dutchman did the vast bulk of
their business with the Collinwood Companies, constituting over
90% of Hugo's and Dutchman's sales.  During the pendency of the
receivership and the subsequent sale of substantially all of the
Collinwood Companies' assets, both Hugo and Dutchman suffered
dramatic losses to their earnings.

Central States, Southeast and Southwest Areas Pension Fund has
sued Collinwood for collection of withdrawal liability after
ceasing operations.  The Pension Fund also sued Hugo and Dutchman
for $5.49 million under a controlled group liability theory.

In addition to the pending Central States Litigation, the Pension
Benefit Guaranty Corporation has made inquiries about controlled
group liability of Hugo and Dutchman related to the Collinwood's
benefit plans.

"Additionally, it goes without saying that the national economic
climate over the last few years is the worst in decades, and the
commercial and residential construction industry has experienced a
record decline, affecting among other things, the demand for the
manufacture and hauling of cement and asphalt.  This industry
decline coupled with the pending and potential litigation facing
the Debtors has forced them to evaluate what additional options
are available to continue their business operations," Mr. Terhune
says in an affidavit in support of the "first day" motions.

Mr. Terhune said that in order to maximize any loss of value of
their business, the Debtors' immediate objective is twofold: (1)
to become operational once again following the commencement of the
Chapter 11 cases, and (2) to consummate a plan of reorganization
of their business.


INT'L FIDELITY: S&P Ups Counterparty Credit Rating From BBpi
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BBBpi' counterparty credit and financial strength ratings on
International Fidelity Insurance Co.  Standard & Poor's also said
that it raised its counterparty credit and financial strength
ratings on Allegheny Casualty Co. to 'BBBpi' from 'BBpi'.

The ratings on IFI reflect the company's monoline business profile
and deteriorating, though good, operating performance.  Partly
offsetting these weaknesses are the company's adequate
capitalization and strong liquidity.  ACC is a wholly owned
subsidiary that IFI acquired on Oct. 1, 2009.  There is an
internal reinsurance agreement between IFI and ACC.

Based in Newark, N.J., IFI writes a wide-range of surety bonds,
including contract and performance bonds for the construction
industry, licensed and permit bonds guaranteeing the performance
of small- and medium-sized businesses, and bail bonds.  The
company, which commenced operations in 1905, is licensed to
operate in all 50 states, the District of Columbia, and Puerto
Rico.  ACC is based in Meadville, Pa. and mainly writes surety
bail bond insurance.

The companies are rated on a stand-alone basis.


JACKSON HEWITT: FDIC Warning on Loans Sparks Concern About Firm
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a Federal Deposit Insurance
Corp. warning about the refund-anticipation loans that bring in
big dollars for Jackson Hewitt Tax Service Inc. is raising
concerns about the tax preparer's ability to keep its earnings on
track and secure funding in tax seasons to come.

Jackson Hewitt Tax Service Inc. (NYSE: JTX)
-- http://www.jacksonhewitt.com/-- provides computerized
preparation of federal, state and local individual income tax
returns in the United States through a nationwide network of
franchised and company-owned offices operating under the brand
name Jackson Hewitt Tax Service(R).  The Company provides its
customers with convenient, fast and quality tax return preparation
services and electronic filing.  In connection with their tax
return preparation experience, the Company's customers may select
various financial products to suit their needs, including refund
anticipation loans ("RALs") in the offices where such financial
products are available.

Jackson Hewitt Tax Service Inc. was incorporated in Delaware in
February 2004 as the parent corporation.  Jackson Hewitt Inc.
("JHI") is a wholly-owned subsidiary of Jackson Hewitt Tax Service
Inc.  Jackson Hewitt Technology Services LLC is a wholly-owned
subsidiary of JHI that supports the technology needs of the
Company.  Company-owned office operations are conducted by Tax
Services of America, Inc. ("TSA"), which is a wholly-owned
subsidiary of JHI.  The Company is based in Parsippany, New
Jersey.

The Company's balance sheet at Oct. 31, 2010, showed
$315.99 million in total assets, $378.38 million in total
liabilities, and a stockholders' deficit of $62.39 million.

Jackson Hewitt reported a net loss of $19.4 million for the
second fiscal quarter ended Oct. 31, 2010, versus a net loss of
$19.5 million in the second quarter of fiscal 2010.


JEWISH HOME: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Jewish Home For The Aged, Inc.
        169 Davenport Avenue
        New Haven, CT 06519

Bankruptcy Case No.: 11-30312

Chapter 11 Petition Date: February 14, 2011

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

Judge: Lorraine Murphy Weil

Debtor's Counsel: Stephen M. Kindseth, Esq.
                  ZEISLER & ZEISLER
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  Fax: (203) 367-9678
                  E-mail: skindseth@zeislaw.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/ctb11-30312.pdf

The petition was signed by Beth Goldstein, president.


JEWISH HOME: Files for Chapter 11 in New Haven
----------------------------------------------
The Jewish Home for the Aged, Inc., filed for Chapter 11
protection on Feb. 14, 2011, in New Haven, Connecticut.

According to a court filing, JHA, a non profit organization
established in 1914, is a non-sectarian 226 bed skilled and
intermediate care nursing facility located at 169 Davenport
Avenue, New Haven, with 186 full time residents and more than
40 day clients.  JHA has more than 200 employees and professionals
on staff.

JHA intends to continue operations while in Chapter 11.  It has
filed a motion seeking approval of payments of prepetition claims
of critical vendors in order to have an uninterrupted supply of
goods and services from suppliers.


JNL FUNDING: Court Expands Examiner's Powers
--------------------------------------------
Bankruptcy Judge Alan S. Trust expanded the powers of the Court-
appointed examiner in the bankruptcy case of JNL Funding Corp.

On August 26, 2010, the Court directed that an examiner be
appointed by the U.S. Trustee to investigate and report on four
primary issues regarding JNL's prepetition activity:

     A. Alleged transfers made to the personal accounts of JNL's
        principal, Joseph G. Forgione, and to accounts of entities
        owned and/or controlled by Mr. Forgione, or parties
        related to Mr. Forgione, using the proceeds of Textron
        Financial Corporation's revolving loan advances to the
        Debtor;

     B. Alleged diversions by Mr. Forgione of millions of dollars
        of TFC's revolving loan advances to the Debtor from the
        Debtor's bank accounts to mr. Forgione's personal
        accounts, allegedly denominated as "Forgione d/b/a JNL
        Funding," which funds were then allegedly used by Mr.
        Forgione to make payments to individuals or entities who
        Allegedly made "loans" or "investments" to Mr. Forgione
        personally, as distinguished from loans to or investments
        in the Debtor;

     C. Alleged loans made by the Debtor to its clients that were
        supposed to be supported by independent appraisals, but
        were not supported by legitimate appraisals; and

     D. Alleged loans made by the Debtor of millions of dollars to
        entities allegedly owned and/or controlled by the Debtor
        and/or Mr. Forgione personally; these entities allegedly
        include, but are not limited to (I) Hampton Square Realty,
        LLC; (ii) Windsor Development Corp.; (iii) Quail Run
        Development Corp.; and (iv) Stoneleigh Woods at Carmel
        LLC.

On Sept. 7, 2010, the Court granted the U.S. Trustee's application
to appoint Christopher G. Ellis as Examiner.

On Nov. 15, 2010, the Examiner issued a report of his findings.
Having investigated numerous transactions with numerous entities,
the Examiner categorizes various entities into "Owned Affiliates,"
"Controlled Affiliates," and "Related Affiliates."

In his Feb. 10, 2011 decision and order, is available at
http://is.gd/29pf2pfrom Leagle.com, Judge Trust prohibited the
Debtor from filing any suits against any of the Owned Affiliates,
Controlled Affiliates, Related Affiliates, or Noteholders as
defined and described by the Examiner in his Report.  Judge Trust
directed the Examiner to continue his investigation of the
transfers and transactions described or discussed in his Report
involving any of the Owned Affiliates, Controlled Affiliates,
Related Affiliates, or Noteholders, determine if the JNL
bankruptcy estate may benefit by the pursuit of any claims or
causes of action, and file suits if deemed appropriate by the
Examiner in the exercise of his independent judgment, acting as a
fiduciary on behalf of the JNL bankruptcy estate. The Examiner
will have authority to settle any claims or causes of action, with
or without filing suit, if deemed appropriate by the Examiner in
the exercise of his independent judgment, acting as a fiduciary on
behalf of the JNL bankruptcy estate.

A copy of the Court's Feb. 10, 2011 decision and order is
available at http://is.gd/29pf2pfrom Leagle.com.

                         About JNL Funding

JNL Funding Corp. is a specialized real estate finance company
which originates and invests in a diversified portfolio of first
mortgage assets in the residential real estate market.  JNL is a
"hard money" lender investing primarily in real estate related
first mortgages and construction loans, making loans secured by
first priority mortgages primarily on single family and multi-
family residential real properties.  JNL's loans typically are
made to real estate investors seeking to purchase and renovate
properties for investment purposes.  Most of JNL's loans are made
to repeat customers who have multiple loans from JNL at any given
time.  JNL's recent loans typically bear interest at the rate of
14% per annum, and JNL typically receives four (4.0) percentage
points for originating the loan.

JNL Funding filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 10-73724) on May 14, 2010.  Pryor & Mandelup,
LLP, assists the Debtor in its restructuring effort.  The Company
estimated its assets and debts at $50 million to $100 million as
of the Chapter 11 filing.  JNL also disclosed that its combined
general unsecured debts total $19,509,090, for total debts of
$50,677,195.

On June 8, 2010, the United States Trustee appointed an Official
Committee of Unsecured Creditors.

The Court approved the Joint Administration of JNL's case and
Joseph Forgione's case (Bankr. E.D.N.Y. Case No. 10-73726) on
October 27, 2010.  Mr. Forgione filed for bankruptcy on May 14,
2010.  On October 28, 2010, the U.S. Trustee appointed a creditors
committee in the jointly administered cases.


LANCER INSURANCE: S&P Raises Counterparty Credit Rating From BBpi
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
counterparty credit and financial strength ratings on Lancer
Insurance Co. to 'BBBpi' from 'BBpi'.

The ratings action primarily reflects the company's improved
underwriting results.  At year-end 2009, Lancer had underwriting
gains of $29.7 million, compared with $3.2 million, $10.1 million,
and $1 million at year-end 2008, 2007, and 2006, respectively.
The ratings on the company also reflect its strong capitalization,
which is partially offset by a history of volatile operating
performance and its very high product-line concentration.

Based in Long Beach, N.Y., and domiciled in Illinois, Lancer
mainly writes private passenger and commercial auto coverage,
including buses, limousines, private cars, long- and short-haul
trucks, and car rental agencies.  The company's products are
distributed primarily through independent agencies.  The company,
which began operations in 1945, is licensed to operate in all 50
states, the District of Columbia, and Puerto Rico.

The company is rated on a stand-alone basis.


LAWYERS MUTUAL: S&P Cuts Counterparty Credit Rating to 'Bpi'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty and financial strength ratings on Lawyers Mutual
Liability Insurance Co. of NC to 'Bpi' from 'BBBpi'.

The downgrade reflects Lawyers Mutual's deteriorating underwriting
performance.  Its combined ratio deteriorated to 164.6% in 2009
from 97.9% in 2006.  This decline is primarily attributable to an
increase in real estate litigation claims, as clients started to
sue lawyers as the North Carolina economy deteriorated.  Reported
claims increased to more than 400 in 2008 and 2009 from 300 in
2007, and pending claims at year-end jumped to 643 in 2009 from
468 in 2007.  The increased losses had reduced surplus to
$39 million at the end of 2009 from $47 million at Dec. 31, 2007.
However, S&P still consider the company's capital levels to be
very strong.

Lawyers Mutual is a North Carolina-domiciled mutual insurance
company that offers malpractice insurance to lawyers practicing in
North Carolina.  It was founded in 1977 by the North Carolina Bar
Association.

The company is rated on a stand-alone basis.


LEHMAN BROTHERS: Fed Considered Ousting Ex-CEO, E-Mail Shows
------------------------------------------------------------
"Does Fuld have to be replaced on Sunday? If so, do we exercise
influence over the choice of his successor?"

These are some of the questions contained in an e-mail memo dated
September 10, 2008, showing that the Federal Reserve officials
considered the termination of Lehman Brothers Holdings Inc.
Chairman Richard Fuld prior to its bankruptcy filing, according
to a January 27, 2011 report by Bloomberg News.

Marked "highly confidential" and titled "revised Liquidation
Consortium gameplan + questions," the e-mail memo was released by
the Financial Crisis Inquiry Commission when it delivered a
report on the causes of the financial crisis on January 27, 2011,
Bloomberg News reported.

The e-mail memo details how the New York Fed would encourage
banks to help liquidate Lehman and how it would help finance the
wind-down.  It also shows the New York Fed as a behind-the-scenes
operator in the financial crisis, weighing when to inform
Congress about the company and how to encourage Wall Street's
largest banks to join a controlled liquidation of the company,
according to the report.

                           FCIC Report

Mr. Fuld previously told the FCIC that regulators relied on
flawed information in denying Lehman aid that was extended to its
competitors.  Meanwhile, the commission was told by Federal
Reserve officials that the company did not have enough resources
to back a loan.

In its report on the causes of the financial crisis, the FCIC
said it was not given proof of Lehman's insufficient assets.

"To CEO Fuld and others, the Fed's emergency lending powers under
section 13(3) provided a permissible vehicle to obtain government
support," the FCIC report.

The FCIC further said that although the Fed officials discussed
and dismissed many ideas in the days leading up to the
bankruptcy, they did not furnish to the commission any written
analysis to illustrate that Lehman lacked sufficient collateral
to secure a loan under section 13(3), Bloomberg News reported.

                      About Lehman Brothers

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Fitts Says Swedbank Settlement Enhances Value
--------------------------------------------------------------
Jeffrey Fitts, managing director at Alvarez & Marsal Real Estate
Advisory Services, expressed support for the approval of the
settlement of Swedbank AB's claims against Lehman Brothers
Holdings Inc. and Lehman Commercial Paper Inc.

"The settlement agreement provides the best framework to resolve
the claims filed by Swedbank against LBHI and LCPI and to
consolidate LBHI's interests in certain real estate projects that
are currently divided between LBHI and Swedbank," Mr. Fitts says
in court papers.

Mr. Fitts says the exchange of loans pursuant to the agreement
will enhance the Lehman units' ability to realize value with
respect to their investments by enabling them to consolidate
their ownership in the various portions of the capitalization of
real estate projects.

Swedbank filed deficiency claims against the Lehman units each
asserting $565,870,087 on account of LCPI's failure to repurchase
commercial mortgage loans as required under a 2002 repurchase
agreement.   LBHI guaranteed LCPI's payment obligations to the
Swedbank under the agreement.

The settlement deal calls for the exchange of commercial real
estate loans between the Lehman units and Swedbank and to
revise the terms of some loans.  It also requires LBHI to pay
$10 million to the Swedish bank as well as provides for the
allowance of each of the deficiency claims in the sum of
$325 million.

Each of the loans subject to the exchange corresponds to a real
estate project in which Swedbank and the Lehman units have direct
or indirect debt or equity investments.  The properties are in
Manhattan, Los Angeles, Hawaii, and Austin, Texas.

                      About Lehman Brothers

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Has $6.6 Bil. Deal With LB Bankhaus Creditors
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and creditors of its second-largest
foreign affiliate, German-based Lehman Brothers Bankhaus AG, have
reached a $6.6 billion settlement, according to a February 4,
2011 report by The Wall Street Journal.

The agreement "settles all intercompany relationships" between
the two parties and must be approved by both U.S. Bankruptcy
Court in Manhattan and a German court.  LB Bankhaus also said it
will support Lehman's revised Chapter 11 plan, The Journal
reported.

A Lehman spokeswoman said LB Bankhaus filed a $25 billion
claim.  If both courts approve the settlement, the German
affiliate will have a claim for $6.6 billion, Bloomberg News
reported.

"This agreement is a milestone in the resolution of the Lehman
proceedings and is in line with our overall approach to favor
compromises with affiliates and avoid lengthy and costly
litigation," Lehman Chief Executive Bryan Marsal said in a
statement.

                      About Lehman Brothers

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Italian Court Orders Seizure of Unit's Assets
--------------------------------------------------------------
An Italian judge ordered the seizure of a combined EUR7.3 million
from Lehman Brothers International (Europe) and Credit Suisse
Securities (Europe) Ltd. over a EUR2.2 billion securitization
issue, according to a January 31, 2011 report by Reuters.

The court ruling is part of an investigation into the
securitization of health sector assets in 2007 by So.Re.Sa, a
company set up by the Campania region.  LBIE and Credit Suisse
are accused of evading taxes on the issue, Reuters reported.

Various international banks have been put under investigation in
Italy over local authority derivatives contracts which, in some
cases, led to seizure of assets by prosecutors, according to the
report.

                      About Lehman Brothers

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: LCPI Seeks Approval of Deal With Greenbrier
------------------------------------------------------------
Lehman Commercial Paper Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York of a
settlement agreement with Greenbrier Minerals Holdings LLC and
its affiliates.

The companies entered into the deal to settle a dispute over how
much is owed to LCPI under their 2007 credit agreement.  LCPI
asserts that it is owed $211,322,098 under the credit agreement.
Meanwhile, Greenbrier holds a claim against LCPI, which stemmed
from the company's failure to provide the $10 million funding in
violation of their credit agreement.

Under the deal, LCPI agreed to cap its claim under the credit
agreement at $200 million.  The company's claim, however, will be
increased by $1 million if the marketing for the joint sale of
the properties of Greenbrier, Midland Trail Resources LLC, and
Dolphin Mining LLC does not start before March 31, 2011.

Midland Trail and Dolphin Mining own and operate met coal mining
facilities in Greenbrier County, West Virginia.  Greenbrier's
president and chief executive, Joseph Turley III, owns a
controlling interest in Midland Trail and Dolphin Mining.

The settlement agreement requires Greenbrier to pay LCPI 50% of
all excess cash flow on hand which will be applied against the
amount owed under the credit agreement, and to withdraw its claim
against the company.

Eric Salzman, managing director for Lamco LLC's private equity
and principal investments, says the settlement was entered into
"in good faith, negotiated at arm's length and achieves a fair
and equitable result for [LCPI] and its estate."

A full-text copy of the settlement agreement is available for
free at http://bankrupt.com/misc/LBHI_SettlementGreenbrier.pdf

The Court will hold a hearing on February 16, 2011, to consider
approval of the settlement agreement.

                      About Lehman Brothers

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: To End Bankruptcy Case This Year
-------------------------------------------------
Lehman Brothers Holdings Inc.'s lawyer said the company plans to
end its bankruptcy case this year after creditors vote on its
liquidation proposals, according to a report by Bloomberg News.

Harvey Miller, Esq., at Weil Gotshal & Manges LLP, in New York,
spoke with Erik Schatzker on February 9, 2011, on Bloomberg
Television's "InsideTrack."

Discussing the financial plight of some U.S. cities, Mr. Miller
said bankruptcy would be a "last resort" for them because it
might drag on for years without any certainty of resolving issues
such as union contracts, Bloomberg reported.

LBHI, which filed the biggest bankruptcy in U.S. history in
September 2008, has said many illiquid assets may take years to
sell to pay creditors after the Chapter 11 plan is approved.

In a related development, two Lehman creditors have opposed the
approval of the rival restructuring plan proposed by an ad hoc
group of Lehman creditors.  The rival plan was filed by a group
of creditors led by Paulson & Co. Inc. in mid December 2010.

Jason Chapin and James Hawthorne, both Class 5 creditors of LBHI,
said they support the objection filed earlier by another Lehman
creditor Linda Neufeld and agree that the treatment of Class 5
subordinated noteholders is unfair and will breach their
contractual obligations to Class 3 senior noteholders.

Both creditors called for a review of how the subordinated
noteholders' indenture trustee, The Bank of New York Mellon, is
representing them is warranted.  They expressed doubt that they
are being adequately represented by the indenture trustee and
that the representation is being done in good faith.

                      About Lehman Brothers

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEVI STRAUSS: Reports $149.44 Million Net Income in Fiscal 2010
---------------------------------------------------------------
Levi Strauss & Co. filed its annual on Form 10-K for the fiscal
year ended Nov. 28, 2010.  The Company reported net income of
$149.44 million on $4.33 billion of net sales for the year ended
November 28, 2010, compared with net income of $150.71 million on
$4.02 billion of net sales for the year ended November 29, 2009.

The Company's balance sheet at Nov. 28, 2010 showed $3.14 billion
in total assets, $3.34 billion in total liabilities, and a
$208.80 million stockholders' deficit.

"We are pleased that we delivered top-line growth for 2010," said
Blake Jorgensen, chief financial officer of Levi Strauss & Co., in
a statement "We are committed to driving long-term sustainable
growth and we will continue to invest behind our strategies in
2011 as we did in 2010."

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?733b

                      About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

                           *     *     *

The Company carries a 'B+' corporate credit rating from Standard &
Poor's, a 'B1' corporate family rating from Moody's Investors
Service and a 'BB-' issuer default rating from Fitch Ratings.


LIBERTY AMERICAN: S&P Affirms 'BBpi' Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BBpi' counterparty credit and financial strength ratings on
Liberty American Select Insurance Co. (formerly named Mobile USA
Insurance Co. Inc.).  Standard & Poor's subsequently withdrew
these ratings.

The ratings on Liberty American Select reflected its extremely
high geographic and business concentration, volatile operating
performance, and high leverage.  Partly offsetting these
weaknesses is the company's strong capitalization.

Liberty American Select is a private company located in Pinellas
Park, Fla.  The company began operating in 1989, and the principal
state in which it operates is Florida.  Liberty American Insurance
Group Inc. operates as a subsidiary of Philadelphia Consolidated
Holding Corp.

The company is rated on a stand-alone basis.


LIFECARE HOLDINGS: Inks $287-Mil. Credit Pact with JPM, et al.
--------------------------------------------------------------
On Feb. 1, 2011, LifeCare Holdings, Inc. and its parent company,
LCI Holdco, LLC entered into a credit agreement and related
security and guaranty agreements for new senior secured credit
facilities with JPMorgan Chase Bank, N.A., as administrative agent
and collateral agent, J.P. Morgan Securities LLC, as joint lead
arranger and sole bookrunner, GE Capital Markets, Inc., as joint
lead arranger, General Electric Capital Corporation, as
syndication agent, and Bank of America, N.A. and Gleacher &
Company, as co-documentation agents.  The new senior secured
credit facilities consist of (a) an initial $257.5 million senior
secured term loan and (b) a senior secured revolving credit
facility providing for borrowings of up to $30 million.

The terms of the Credit Agreement also provide that the Company
has the right to request additional term loan commitments of up to
$50 million.  The lenders are not required to provide such
additional commitments, and any increase in commitments is subject
to several conditions precedent and limitations specified in the
Credit Agreement, including the consent of the lenders holding a
majority of outstanding loans and undrawn commitments.

                      Interest Rate and Fees

Borrowings under the Credit Agreement bear interest at a rate per
annum equal to an applicable margin plus, at the Company's option,
either (a) an alternate base rate determined by reference to the
highest of (1) the prime rate of JPMorgan Chase Bank, N.A., (2)
the federal funds rate in effect on such date plus 1/2 of 1% and
(3) the LIBOR rate for a one month interest period plus 1% or (b)
a LIBOR rate determined by reference to the cost of funds for U.S.
dollar deposits for the relevant interest period adjusted for
certain additional costs.

The applicable margin percentage is 12.25% for term loans that are
alternate base rate loans and 13.25% for term loans based on the
LIBOR rate.  For the term loans, the Company may, in its
discretion, elect for the relevant interest period (a) to pay the
entire amount of interest in cash or (b) to pay 5.50% of such
interest "in-kind" by adding such interest to the outstanding
principal of the term loans as of the applicable interest payment
date.  The applicable margin percentage is initially 6.75% for
revolving loans that are alternate base loans and 7.75% for
revolving loans that are based on the LIBOR rate, subject to
quarterly adjustment (commencing with delivery of financial
statements of the Company for the first quarter ending March 31,
2011) based on the Company's leverage ratio.  In addition to
paying interest on outstanding principal under the Credit
Agreement, the Company is required to pay in initial commitment
fee of 0.50% per annum in respect of the unutilized commitments
under the revolving credit facility, subject to quarterly
adjustment (commencing with delivery of financial statements of
the Company for the fiscal quarter ending March 31, 2011) based on
the Company's leverage ratio.  The Company is also required to pay
customary agency fees.

                       Mandatory Prepayments

The Company is required to prepay outstanding term loans under the
Credit Agreement with (x) 100% of the net cash proceeds of any
debt or equity issued by the Company or its restricted
subsidiaries (with exceptions for certain debt permitted to be
incurred or equity permitted to be issued under the Credit
Agreement), (y) commencing with the year ending Dec. 31, 2011, 75%
(which percentage will be reduced to 50% if the Company's senior
secured leverage ratio is less than 4:00 to 1:00) of the Company's
annual excess cash flow, and (z) 100% of the net cash proceeds of
certain asset sales or other dispositions of property by the
Company or its restricted subsidiaries, subject to reinvestment
rights and certain other exceptions specified in the Credit
Agreement. Mandatory prepayments of the term loans, subject to
certain exceptions, are subject to a prepayment fee of 3% if such
prepayment occurs on or prior to February 1, 2012, 2% if such
prepayment occurs after February 1, 2012 and on or prior to
February 1, 2013 and 1% if such prepayment occurs after February
1, 2013 and on or prior to February 1, 2014.

                       Voluntary Prepayments

The Company may voluntarily prepay outstanding loans under the
Company's senior secured term loan facility and reduce the
unutilized portion of the commitment amount in respect of the
senior secured revolving credit facility at any time.  Any such
voluntary prepayments are subject to a prepayment fee of 3% if
such prepayment occurs on or prior to February 1, 2012, 2% if such
prepayment occurs after February 1, 2012 and on or prior to
February 1, 2013 and 1% if such prepayment occurs after February
1, 2013 and on or prior to February 1, 2014.

Prepayments are not subject to any premium or penalty other than
customary "breakage" costs with respect to loans based on the
LIBOR rate.

                  Amortization and Final Maturity

Beginning in June 2011, the Company is required to make scheduled
quarterly payments under the senior secured term loan facility
equal to 0.25% of the original principal amount of the term loan,
with the balance payable on February 1, 2016, but if the Company's
outstanding senior subordinated notes are not refinanced, purchase
or defeased in full by May 15, 2013, then the term loan will be
due in full on May 15, 2013.  Borrowings under the senior secured
revolving credit facility will be due and payable in full on
February 1, 2015, provided that if the Company's outstanding
senior subordinated notes are not refinanced, purchase or defeased
in full by May 15, 2013, then the outstanding balance under the
revolving credit facility will be due in full on May 15, 2013.

                      Guarantees and Security

All obligations under the Company's new senior secured credit
facilities are unconditionally guaranteed by Parent and all of the
Company's existing wholly-owned restricted domestic subsidiaries,
and will be guaranteed by certain of the Company's future
restricted domestic subsidiaries whose voting or economic
interests are, directly or indirectly, at least 66-2/3% owned by
the Company.  Certain of the Company's subsidiaries are
unrestricted as of the Closing Date.  All obligations under the
Credit Agreement, and the guarantees of those obligations, are
secured, subject to certain exceptions, by substantially all of
the Company's assets and the assets of Parent and the subsidiary
guarantors, including:

     * a first-priority security interest in personal property
       consisting of accounts receivable, inventory, cash, certain
       deposit accounts, and certain related assets and proceeds
       of the foregoing;

     * a first-priority pledge of all of the Company's capital
       stock and all of the capital stock held by the Company and
       its subsidiary guarantors;

     * a first-priority security interest in, substantially all
       other tangible and intangible assets of the Company and
       each subsidiary guarantor; and

     * mortgages on material owned real property.

              Certain Covenants and Events of Default

The Credit Agreement contains a number of covenants that, among
other things and subject to certain exceptions, limit the ability
of the Parent, the Company and its restricted subsidiaries to:

     * incur, create, assume or permit to exist or otherwise
       guarantee certain debt or issue preferred stock;

     * pay dividends on, make distributions with respect to or
       redeem or repurchase the Company's capital stock;

     * make certain loans, advances, acquisitions or investments;

     * incur, assume or permit to exist certain liens;

     * enter into transactions with affiliates;

     * merge or consolidate with another company or liquidate or
       dissolve;

     * transfer, sell, lease or otherwise dispose of certain
       assets;

     * redeem, repurchase or prepay certain debt;

     * alter the business the Company conducts;

     * create or designate unrestricted subsidiaries;

     * incur obligations that restrict the ability of the
       Company's restricted subsidiaries to make dividends or
       other payments to the Company;

     * provided that there are outstanding loans under the
       revolving commitment, hold more than $10,000,000 in cash,
       subject to certain exceptions;

     * enter into sale-leasebacks;

     * entering into certain hedging transactions; and

     * amend material documents.

The Credit Agreement imposes the following financial covenants on
the Company and its restricted subsidiaries:

     * beginning on the last day of the fourth fiscal quarter of
       2011, a minimum ratio of consolidated EBITDA to
       consolidated cash interest expense, tested on the last day
       of each fiscal quarter;

     * beginning in the fourth fiscal quarter of 2011, a maximum
       ratio of total senior secured indebtedness to consolidated
       EBITDA, tested on the last day of each fiscal quarter;
     * beginning with the first fiscal quarter of 2011, a minimum
       consolidated EBITDA for the then ended fiscal quarter
       through the end of the third fiscal quarter of 2011; and

     * maximum capital expenditures.

The Credit Agreement also contains certain customary
representations and warranties, affirmative covenants and events
of default, including payment defaults, breach of representations
and warranties, covenant defaults, cross defaults to certain
material indebtedness, certain events of bankruptcy, certain
events under ERISA, change of control, material judgments, failure
of certain guaranty documents to be in full force and effect and
failure of a lien to have the priority or otherwise be valid and
perfected with respect to material collateral.  If any such event
of default occurs, the lenders under the Credit Agreement would be
entitled to take various actions, including the acceleration of
amounts due under the Credit Agreement and all actions permitted
to be taken by a secured creditor.

On February 1, 2011, in connection with the borrowings under the
Company's new senior secured term loan facility, the Company
repaid in full all outstanding amounts under the Credit Agreement
dated August 11, 2005 among the Company, LCI Holdco, LLC, JPMorgan
Chase Bank, N.A., as administrative agent and collateral agent,
J.P. Morgan Securities Inc., as joint lead arranger and joint
bookrunner, GECC Capital Markets Group, Inc., as joint lead
arranger and joint bookrunner, General Electric Capital
Corporation, as syndication agent, and Banc of America Securities
LLC, as documentation agent, and terminated the 2005 Credit
Agreement.  The amount repaid was $276,942,615.19, representing
all outstanding amounts under the 2005 Credit Agreement, together
with accrued and unpaid interest thereon through February 1, 2011
and all fees and expenses payable by the Company in connection
with the payoff.

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

              http://ResearchArchives.com/t/s?7353

A full-text copy of the Security Agreement is available for free
at http://ResearchArchives.com/t/s?7354

                      About LifeCare Holdings

Plano, Tex.-based LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- operates 19 hospitals
located in nine states, consisting of eight "hospital within a
hospital" facilities (27% of beds) and 11 freestanding facilities
(73% of beds).  Through these 19 long-term acute care hospitals,
the Company operates a total of 1,057 licensed beds and employ
approximately 3,200 people, the majority of whom are registered or
licensed nurses and respiratory therapists.  Additionally, the
Company holds a 50% investment in a joint venture for a 51-bed
LTAC hospital located in Muskegon, Michigan.

The Company's balance sheet at Sept. 30, 2010, showed
$472.5 million in total assets, $482.1 million in total
liabilities, and a stockholders' deficit of $9.6 million.

                           *     *     *

LifeCare Holdings carries "Caa1" corporate family and probability
of default ratings, with negative outlook, from Moody's Investors
Service and a 'CCC-' corporate credit rating, with negative
outlook from Standard & Poor's Ratings Services.

In November 2010, Standard & Poor's Ratings lowered its corporate
credit rating on LifeCare Holdings to 'CCC-' from 'CCC+'.  "The
downgrade reflects the imminent difficulty the company may
have in meeting its bank covenant requirements and the risk of it
successfully refinancing significant debt maturing in 2011 and
2012," said Standard & Poor's credit analyst David Peknay.  The
likelihood of a debt covenant violation is heightened by the
company's lack of appreciable operating improvement coupled with a
large upcoming tightening of is debt covenant in the first quarter
of 2011.  Additional equity by the company's financial sponsor may
be necessary to avoid a covenant violation.  Accordingly, S&P
believes the chances of bankruptcy have increased.


LJH ENTERPRISES: BofA Succeeds in Dismissing Chapter 11 Case
------------------------------------------------------------
Bankruptcy Judge Letitia Z. Paul granted Bank of America, N.A.'s
request to dismiss the Chapter 11 case of LJH Enterprises.  Judge
Paul noted that the Debtor's reorganization depends entirely on a
change in market conditions.  The Debtor is unable to refinance a
July 1999 promissory note -- in the original principal amount of
$1.4 million, payable to Mitchell Mortgage Co., LLC, the
predecessor in interest to CWCapital Asset Management LLC -- on
terms it finds acceptable, despite eight months of searching for a
lender to refinance the note.  The Debtor's only articulated
justification for extending the time to refinance for an
additional three years is that he believes lenders will change
their lending practices in the future.  The Debtor's only
employees are Horace Colbert, the Debtor's sole shareholder, and
his wife.  All of the Debtor's debts, except one owed to an
attorney who represented the Debtor in litigation against a
creditor, are now held by CWCAM.

BofA is the successor by merger to LaSalle Bank National
Association, as Trustee for the Registered Holders of Heller
Financial Commercial Mortgage Asset Corp., Commercial Mortgage
Pass-Through Certificates Series 2000 PH-1, through its special
servicer, CWCAM.

A copy of the Court's February 11, 2011 Memorandum Opinion is
available at http://is.gd/O68Oj7from Leagle.com.

Based in Missouri City, Texas, LJH Enterprises filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 10-34355) on May 27, 2010.  LJH is a single asset real
estate debtor.  It scheduled as its primary asset a 64 unit
apartment complex located in Houston, Texas.  John L Green, Esq. -
- jlgreen488@aol.com -- served as the Debtor's counsel.  In its
petition, the Debtor estimated both assets and debts between
$1 million to $10 million.


LODGIAN INC: Dimensional Fund Ceases to Own Shares of Common Stock
------------------------------------------------------------------
In a regulatory filing Friday, Dimensional Fund Advisors LP, an
investment adviser registered under Section 203 of the Investment
Advisors Act of 1940, discloses that as of Dec. 31, 2010, it has
ceased to be the beneficial owner of any shares of common stock of
Lodgian, Inc.

A full-text copy of the SC 13D/A is available for free at:

               http://researcharchives.com/t/s?7345

                       About Lodgian, Inc.

Atlanta, Ga.-based Lodgian, Inc. -- http://www.lodgian.com/-- is
one of the largest independent hotel owners and operators in the
United States.  The Company currently owns and manages a portfolio
of 27 hotels with 5,230 rooms located in 18 states.  Of Lodgian's
27-hotel portfolio, 13 are InterContinental Hotels Group brands
(Crowne Plaza and Holiday Inn), 8 are Marriott brands (Marriott,
Courtyard by Marriott, SpringHill Suites by Marriott and Residence
Inn by Marriott), two are Hilton brands, and four are affiliated
with other nationally recognized franchisors including Starwood,
Wyndham, and Carlson.

Lodgian Inc., and several affiliates filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 01-16345) on
December 20, 2001.  Judge Burton R. Lifland presided over the
case.  Adam C. Rogoff, Esq., at Cadwalader, Wickersham & Taft, in
New York, served as bankruptcy counsel.  In its petition, Lodgian
disclosed $1,073,232,000 in assets and $968,664,000 in debts.

Lodgian and majority of its subsidiaries emerged from bankruptcy
in November 2002.  Reorganized Lodgian emerged with 79 hotels that
operate under nationally recognized hospitality franchises such as
Holiday Inn, Marriott, Hilton and Crowne Plaza.

The Bankruptcy Court confirmed the Plan of Reorganization for 18
hotels owned by Lodgian subsidiaries Impac Hotels II, L.L.C. and
Impac Hotels III in April 2003.  These Debtors emerged from
bankruptcy in May 2003.

                           *     *    *

At Dec. 31, 2009, the Company's consolidated balance sheets showed
$453.0 million in total assets, $319.7 million in total
liabilities, and $133.3 million in total stockholders' equity.

As reported in the Troubled Company Reporter on March 18, 2010,
Deloitee & Touche LLP, in Atlanta, Ga., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's inability to
refinance roughly $101.2 million of its debt on a long-term
basis.

On April 19, 2010, Lodgian completed its merger with LSREF Lodging
Merger Co., Inc., a wholly owned subsidiary of LSREF Lodging
Investments, LLC.  As a result of the merger, Lodgian became a
wholly owned subsidiary of LSREF Lodging Investments, LLC, which
is controlled by an affiliate of Lone Star Real Estate Fund
(U.S.), L.P.  Lodgian stockholders received $2.50 per share in the
all-cash transaction.  The transaction was valued at $270 million,
including assumed debt.


LODGIAN INC: Donald Smith & Co. Ceases to Own Common Shares
-----------------------------------------------------------
In a regulatory filing Friday, Donald Smith & Co., Inc., discloses
that as of Dec. 31, 2010, it has ceased to be the beneficial owner
of any shares of common stock of Lodgian, Inc.

A full-text copy of the SC 13G is available for free at:

               http://researcharchives.com/t/s?7347

                       About Lodgian, Inc.

Atlanta, Ga.-based Lodgian, Inc. -- http://www.lodgian.com/-- is
one of the largest independent hotel owners and operators in the
United States.  The Company currently owns and manages a portfolio
of 27 hotels with 5,230 rooms located in 18 states.  Of Lodgian's
27-hotel portfolio, 13 are InterContinental Hotels Group brands
(Crowne Plaza and Holiday Inn), 8 are Marriott brands (Marriott,
Courtyard by Marriott, SpringHill Suites by Marriott and Residence
Inn by Marriott), two are Hilton brands, and four are affiliated
with other nationally recognized franchisors including Starwood,
Wyndham, and Carlson.

Lodgian Inc., and several affiliates filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 01-16345) on
December 20, 2001.  Judge Burton R. Lifland presided over the
case.  Adam C. Rogoff, Esq., at Cadwalader, Wickersham & Taft, in
New York, served as bankruptcy counsel.  In its petition, Lodgian
disclosed $1,073,232,000 in assets and $968,664,000 in debts.

Lodgian and majority of its subsidiaries emerged from bankruptcy
in November 2002.  Reorganized Lodgian emerged with 79 hotels that
operate under nationally recognized hospitality franchises such as
Holiday Inn, Marriott, Hilton and Crowne Plaza.

The Bankruptcy Court confirmed the Plan of Reorganization for 18
hotels owned by Lodgian subsidiaries Impac Hotels II, L.L.C. and
Impac Hotels III in April 2003.  These Debtors emerged from
bankruptcy in May 2003.

                           *     *    *

At Dec. 31, 2009, the Company's consolidated balance sheets showed
$453.0 million in total assets, $319.7 million in total
liabilities, and $133.3 million in total stockholders' equity.

As reported in the Troubled Company Reporter on March 18, 2010,
Deloitee & Touche LLP, in Atlanta, Ga., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that of the Company's inability to
refinance roughly $101.2 million of its debt on a long-term
basis.

On April 19, 2010, Lodgian completed its merger with LSREF Lodging
Merger Co., Inc., a wholly owned subsidiary of LSREF Lodging
Investments, LLC.  As a result of the merger, Lodgian became a
wholly owned subsidiary of LSREF Lodging Investments, LLC, which
is controlled by an affiliate of Lone Star Real Estate Fund
(U.S.), L.P.  Lodgian stockholders received $2.50 per share in the
all-cash transaction.  The transaction was valued at $270 million,
including assumed debt.


LOUISIANA FARM: S&P Affirms 'BBpi' Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BBpi' counterparty credit and financial strength ratings on
Louisiana Farm Bureau Mutual Insurance Co.

The ratings on Louisiana Farm Bureau Mutual Insurance Co. reflects
the company's extremely strong capitalization, which is partially
offset by its declining operating performance and high geographic
concentration.

Louisiana Farm Bureau Mutual Insurance Co. commenced operation in
1957 and writes business exclusively in Louisiana.  Its
significant lines of business include homeowners, private
passenger auto liability, auto physical damage, inland marine,
allied lines, fire, and commercial multi-peril.

The company is rated on a stand-alone basis.


LUMBERMENS UNDERWRITING: S&P Holds BBpi Counterparty Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BBpi'
counterparty credit and financial strength ratings on Lumbermens
Underwriting Alliance.

The ratings reflect LUA's very strong capitalization and diverse
underwriting markets (its top five states, including Canada,
account for 55% of total premium revenue).  However, this is
offset by its weak underwriting performance, as the combined ratio
increased to 129.7% in 2009 from 90.1% in 2005 and as the company
relied heavily on reserve releases in 2008 and 2009 to maintain
profitability.

Based in Boca Raton, Fla. (domiciled in Missouri), LUA is licensed
in all states, except Hawaii and Alaska, and all provinces of
Canada.  LUA, a reciprocal insurance exchange, was organized under
the laws of Missouri and commenced business operations in 1905.
Management is directed by U.S. Epperson Underwriting Co.,
attorney-in-fact.  All practices are in accordance with the
authority delegated to management under the Subscribers agreement.
This reciprocal company writes mainly workers' compensation, fire,
allied, inland marine, and commercial auto insurance, and it's a
specialty carrier providing insurance coverage to the forest
products industry and other preferred risks.  Its products are
distributed primarily by direct marketing.

The company is rated on a stand-alone basis.


LYONDELL CHEMICAL: Affiliate Seeks to Escape $74MM Glidden Claim
----------------------------------------------------------------
Bankruptcy Law360 reports that a Lyondell Chemical Co. affiliate
sought Monday to escape a bankruptcy court's order that may force
the company to pay $73.5 million in environmental and other
contractual obligations related to the decades-old sale of The
Glidden Co.

                      About Lyondell Chemical

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

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

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

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


M. SLAVIN & SONS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: M. Slavin & Sons, Ltd.
        800 Food Center Drive
        Bronx, NY 10474

Bankruptcy Case No.: 11-10589

Chapter 11 Petition Date: February 14, 2011

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

Debtor's Counsel: Gerard R. Luckman, Esq.
                  SILVERMANACAMPORA, LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Fax: (516) 479-6301
                  E-mail: filings@spallp.com

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

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

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

The petition was signed by Herbert Slavin, secretary.


MADISON NATIONAL: S&P Cuts Counterparty Credit Rating to 'BBpi'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has taken various
rating actions on 49 U.S. life insurers based on statutory data.

Of the 49 life companies with pi ratings, 28 (57%) were affirmed,
17 (35%) were downgraded, and four (8%) were upgraded.  S&P's
updated life pi ratings in part reflect the general downward shift
in the ratings distribution of the U.S. life insurance sector
during the economic downturn.  At the same time, with a large
majority of the ratings affirmed or upgraded, S&P's pi ratings for
the U.S. life market as a whole remain strong and in line with the
improvements in the U.S. life insurance sector in the latter part
of 2010.

The ratings distribution of life companies with pi ratings is:

* 19 (39%) are rated 'Api'; 11 (22%), 'BBBpi'; 7 (14%), 'BBpi';
  11, (23%) 'Bpi'; and one (2%), 'CCCpi'.

Because of insufficient market interest due to minimal business
activity, S&P subsequently withdrew the ratings on four companies
S&P downgraded and one that S&P affirmed.

                           Ratings List

                            Downgraded

   American Community Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        CCCpi              BBpi
Financial Strength Rating
  Local Currency                        CCCpi              BBpi

         Atlanta Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Bpi                BBpi
Financial Strength Rating
  Local Currency                        Bpi                BBpi

  Central States Health & Life Co. of Omaha (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

   Equitable Life & Casualty Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Bpi                BBpi
Financial Strength Rating
  Local Currency                        Bpi                BBpi

         Gerber Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api                AApi
Financial Strength Rating
  Local Currency                        Api                AApi

          Government Personnel Mutual Life Insurance Co.
                      (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

          Grange Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

  Madison National Life Insurance Co. Inc. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

        Motorists Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

         New Era Life Insurance Co. (Unsolicited Ratings)
  New Era Life Insurance Co. of the Midwest (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Bpi                BBpi
Financial Strength Rating
  Local Currency                        Bpi                BBpi

   Southern Farm Bureau Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api                AApi
Financial Strength Rating
  Local Currency                        Api                AApi

         VantisLife Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

                     Downgraded Then Withdrawn

    Country Investors Life Assurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBBpi              Api
Financial Strength Rating
  Local Currency                        BBBpi              Api

    Country Investors Life Assurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

         Doctors Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Bpi                BBpi
Financial Strength Rating
  Local Currency                        Bpi                BBpi

         Doctors Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Bpi
Financial Strength Rating
  Local Currency                        NR                 Bpi

         Eastern Life & Health Ins (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               BBBpi
Financial Strength Rating
  Local Currency                        BBpi               BBBpi

         Eastern Life & Health Ins (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

    Southern Life & Health Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Bpi                BBBpi
Financial Strength Rating
  Local Currency                        Bpi                BBBpi

    Southern Life & Health Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Bpi
Financial Strength Rating
  Local Currency                        NR                 Bpi

                             Upgraded

           AAA Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        BBpi               Bpi
Financial Strength Rating
  Local Currency                        BBpi               Bpi

          Trustmark Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api                BBBpi
Financial Strength Rating
  Local Currency                        Api                BBBpi

        Trustmark Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Api                BBBpi
Financial Strength Rating
  Local Currency                        Api                BBBpi

       Union Labor Life Insurance Co.  (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        Bpi                CCCpi
Financial Strength Rating
  Local Currency                        Bpi                CCCpi


                         Ratings Affirmed

       American Fidelity Assurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

     American Public Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Bpi
           Financial Strength Rating
            Local Currency                        Bpi

      American Republic Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

     Aurora National Life Assurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

        Auto Club Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

       Auto-Owners Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

         Country Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

        Deseret Mutual Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Bpi
           Financial Strength Rating
            Local Currency                        Bpi

       Erie Family Life Insurance Co. (Unsolicited Ratings)
           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

    Farm Bureau Life Insurance Co. of MI (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

        Federated Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

    Fidelity Security Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

     First Investors Life Insurance Co. (Unsolicited Ratings)

          Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

      Guarantee Trust Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Bpi
           Financial Strength Rating
            Local Currency                        Bpi

            Homesteaders Life Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

     Lincoln Heritage Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

    National Guardian Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

         Pekin Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

         Sentry Life Insurance Co. (Unsolicited Ratings)
      Sentry Life Insurance Co. of NY (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

        Settlers Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

         Shelter Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

Standard Security Life Insurance Co. of NY (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

    Tennessee Farmers Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

          Tower Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBBpi
           Financial Strength Rating
            Local Currency                        BBBpi

    United Farm Family Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Api
           Financial Strength Rating
            Local Currency                        Api

             WEA Insurance Corp. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi


                         Ratings Affirmed Then Withdrawn

Guarantee Security Life Insurance Co. of AZ (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        Bpi
           Financial Strength Rating
            Local Currency                        Bpi

Guarantee Security Life Insurance Co. of AZ (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Bpi
Financial Strength Rating
  Local Currency                        NR                 Bpi


MADISONNATIONAL LIFE: S&P Cuts Counterparty Credit Rating to BBpi
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty and financial strength ratings on MadisonNational
Life Insurance Co. Inc. to 'BBpi' from 'BBBpi'.

The downgrade primarily reflects the company's marginal liquidity
as measured by S&P's model.  In addition, the ratings are limited
by the company aggressively managed (relative to peers) investment
portfolio, which is has an allocation to equity securities of more
than 25%.  Offsetting these weaknesses is the company's strong
capitalization, based on S&P's model.

Madison National Life Insurance Co. Inc. is a wholly owned
subsidiary of Independence Capital Corp., which is ultimately
owned by Independence Holding Co. The company is licensed to
operate in 49 states, the District of Columbia, Guam, American
Samoa, and the U.S. Virgin Islands.

The company is rated on a stand-alone basis.


MAG MUTUAL: S&P Raises Counterparty Credit Rating From 'BBpi'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its counterparty
credit and financial strength ratings on MAG Mutual Insurance Co.
to 'BBBpi' from 'BBpi'.

The rating action reflects the company's improved operating
results and strong capitalization, offset by very high
geographical and product-line concentrations.

MAG Mutual Insurance Co. is an Atlanta, Ga.-domiciled
property/casualty insurance company.  It underwrites medical
professional liability, directors and officers' liability, and
errors and omissions insurance for physicians, physician networks,
and health care facilities on a claims-made basis.

The company is rated on a stand-alone basis.


MALIBU LOAN: Fitch Affirms 'CCC' Rating on $110.8-Mil. Notes
------------------------------------------------------------
Fitch Ratings has affirmed the $110,800,000 of notes issued by
Malibu Loan Fund, Ltd, at 'CCC'.

The affirmation reflects Fitch's analysis of both the market value
and the credit risk of the portfolio.  Given the exposure to both
risks, the tranches are generally rated to the lower of the two
indicative levels.

The market value risk was analyzed by comparing the distance-to-
trigger metric of 9.5% to advance rate ranges.  ARs are based on
Fitch's analysis of the market dislocation experienced in 2007-
2008, which represent a peak to trough decline.  The DTT metric
indicates the price decline stress that would occur before
triggering a liquidation event.

Fitch's analysis of market value risk starts with a categorization
of portfolio loan assets generally based on the seniority level of
the loan and their market price, which is then used to determine
the AR thresholds under various rating stresses.  For example, a
senior secured first lien loan would be classified as Category 2,
and the range of ARs applied to a Category 2 asset under a 'B'
stress would be 92%-96%.  This analysis is further supplemented in
Fitch's May 2008 commentary, 'Fitch Update: Application of Revised
Market Value Structure Criteria to TRR CLOs'.

Based on Fitch's classification of the portfolio assets, trustee
reporting, and discussion with the portfolio manager, the Malibu
Loan Fund, Ltd. portfolio is composed of:

  -- 85.8% Category 2 assets;
  -- 11.7% Category 3 assets;
  -- 2.5% Category 4 assets.

The average advance rate of the current portfolio (as of the Dec.
31, 2010 trustee report) is approximately 91% under a 'B' stress,
which corresponds to a market value decline of approximately 9%.
Based on Fitch's classification of the assets, the market value
trigger (DTT of 9.5%) is in line with Fitch's 'B' advance rates
for this structure.  However, there still remains a high level of
sensitivity to market value risk, and the management of this risk
will be dependent on the asset manager's continued support of the
transaction.  The manager had already injected over $165.2 million
in cash due to the weakened economy, and all the cash has been
released back to the manager as of January 2011 as market prices
improved.  In addition, the transaction remains in its
reinvestment period until November 2014.  Therefore, the ratings
for the notes have been affirmed at 'CCC'.

The reference portfolio is comprised of a diverse pool of senior
secured loans.  Therefore, the credit risk of the portfolio was
analyzed using the Portfolio Credit Model, as described in Fitch's
Corporate CDO criteria (this and the other aforementioned criteria
are cited at the end of this press release).  Based on Fitch's PCM
analysis, the par credit enhancement of the notes (approximately
17%) was in the range of an 'A' rating loss rate.  However, this
approach was not used to determine the notes' ratings, as the
market value trigger for the notes exposes them to additional risk
beyond pure credit risk.

Malibu Loan Fund, LLC, is a synthetic total rate of return
collateralized loan obligation with a market value termination
trigger.  The transaction closed on Sept. 30, 2005, and is managed
by Aegon USA Investment Management.  The notes began to experience
negative net asset value coverage in 2008, but subsequently
benefited from cash infusions which were designed to increase the
distance to the MV trigger.


MANHATTAN PHARMACEUTICALS: Noteholders to Forbear Until Dec. 31
---------------------------------------------------------------
On Feb. 9, 2011, Manhattan Pharmaceuticals Inc. entered into a
waiver and forbearance agreement with the requisite holders of the
Company's 12% senior secured notes whereby the holders of the
Notes agreed to forbear the exercise of their rights under the
Notes and waive the default thereof until Dec. 31, 2011.  The
Company issued a total of $1,725,000 principal amount of the Notes
in 2008 and 2009.  The $1,035,000 of the Notes matured on November
19, 2010, $280,000 of the Notes matured on Dec. 22, 2010 and
$410,000 of the Notes matured on Feb. 3, 2011.

As part of the Extension Agreement, the Company has agreed to take
prompt steps to seek to reduce its outstanding indebtedness by
permitting the Noteholders to convert the Notes into shares of the
Company's common stock at a conversion price of $0.01 per share,
which will require the Company to obtain stockholder approval to,
among other things, increase the number of the Company's
authorized common stock.

A full-text copy of the Waiver And Forbearance Agreement is
available for free at http://ResearchArchives.com/t/s?7352

Manhattan Pharmaceuticals Inc. -- http://www.manhattanpharma.com/
-- is a specialty healthcare product company focused on developing
and commercializing innovative treatments for underserved patients
populations.


MARMC TRANSPORTATION: U.S. Trustee Wants Ch. 7 Liquidation
----------------------------------------------------------
U.S. Trustee Daniel J. Morse asks the U.S. Bankruptcy Court for
the District of Wyoming to convert the Chapter 11 case of MarMc
Transportation Inc. to Chapter 7 liquidation proceeding, citing
the Debtor's:

   * failure to provide sufficient evidence of its receipt of
     $1.31 million in proceeds from a significant asset sale that
     the Debtor engaged in with Monster Heavy Haulers LLC;

   * failure to disclose to the Court that Monster was an
     "insider";

   * acknowledgement, through counsel, that some of the $1.31
     millions ales proceeds are being held in the "firm's trust
     account" rather than being place in the debtor-in-possession
     account;

   * gross underreporting of its disbursement, with the omission
     of the $1.31 million in sales proceeds, which causes a gross
     understatement of the quarterly fees owing to the U.S
     Trustee; and

   * failure to file a Chapter 11 plan and disclosure statement.

A hearing is set for Feb. 17, 2011, at 8:30 a.m., to consider
approval of the Trustee's conversion request.

Mills, Wyoming-based MarMc Transportation, Inc., filed for Chapter
11 bankruptcy protection (Bankr. D. Wyo. Case No. 10-20653) on
June 3, 2010.  Stephen R. Winship, Esq., at Winship & Winship, PC,
assists the Company in its restructuring effort.  The Company
estimated $10 million to $50 million in assets and up to
$10 million in debts in its Chapter 11 petition.


MASCO CORPORATION: $1.2 Bil. Charge Won't Move Moody's Ba2 Rating
-----------------------------------------------------------------
Moody's commented that charges approximating $1.2 billion have no
immediate impact on Masco Corporation's Ba2 Corporate Family
Rating, SGL-1 speculative grade liquidity rating, or stable
outlook.

The last rating action was on July 20, 2010, at which time Moody's
affirmed Masco's Ba2 Corporate Family Rating and changed its
speculative grade liquidity rating to SGL-1.

Masco Corporation, headquartered in Taylor, MI, is one of the
largest manufacturers in North America of a number of home
improvement and building products, including faucets, cabinets,
architectural coatings and windows and is one of the largest
installers of insulation for the new home construction market.
The Company generally distributes products through multiple
channels including home builders and wholesale and retail
channels.  Revenues for 2010 totaled approximately $7.6 billion.


MEDICAL INSURANCE: S&P Cuts Counterparty Credit Rating to 'BBpi'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit and financial strength ratings on Medical
Insurance Exchange of California and Claremont Liability Insurance
Co. to 'BBpi' from 'BBBpi'.

The ratings are based on the companies' historically volatile
underwriting performance, with combined ratios fluctuating between
77.3% to 112.8% over the past five years, and its concentration of
premiums of medical malpractice in five states.  The low combined
ratio in 2008 (77.3%) is partially attributable to its favorable
loss-reserve adjustment.  However, this is partially offset by its
very strong capital levels.

MIEC is a reciprocal company based in Oakland, Calif. and licensed
in Alaska, Arizona, California, Hawaii, Idaho, Montana, Nevada,
Oregon, and Washington.  It currently writes medical malpractice
on a claims-made basis to physicians, group practices, blood
banks, acupuncturists, and clinics for limits up to $10 million.
The company and its wholly owned subsidiary, Claremont, constitute
the Medical Insurance Exchange of California Group, a large
insurance group.

MIEC and Claremont are currently operating under a stop-loss
agreement, whereby net unfavorable development on Claremont's
losses incurred before Jan. 1, 2002, are assumed by MIEC, along
with losses in excess of a 110% loss ratio on insurance effective
Jan. 1, 2002, and thereafter.  This agreement is the successor of
a pooling arrangement between the two companies that was commuted
on Dec. 31, 2001.


MEDICAL PROFESSIONAL: S&P Ups Counterparty Credit Rating From BBpi
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
counterparty credit and financial strength ratings on Medical
Professional Mutual Insurance Co. and ProSelect Insurance Co. to
'BBBpi' from 'BBpi'.

Medical Professional, the ultimate parent of ProSelect, reinsures
100% of ProSelect's premiums after primary reinsurance.

The ratings reflect Medical Professional's strong capitalization
and strong operating performance.  Offsetting these positive
factors are the company's high geographic and product-line
concentrations, mainly as a medical malpractice insurance provider
in the Northeastern states, and potential reserve deficiency
attributed to high reserve releases over the last five years.

Based in Boston, Mass., Medical Professional writes professional
liability and ancillary general liability coverage for physicians,
dentists, and hospitals on both occurrence and claims-made bases.
It markets its products directly and through an independent agency
force.  The company, which began operations in 1975, is licensed
to operate only in Massachusetts.

ProSelect, which began operating in 1996, is licensed in the
Northeastern states of New Jersey, Connecticut, New Hampshire,
Rohde Island, and Vermont.  Based in Boston, Mass., ProSelect
offers medical malpractice coverage both on occurrence and claims-
made bases.  It markets its products directly and through an
independent agency force.


MESA AIR: Contrarian to Acquire More Claims
-------------------------------------------
Contrarian Funds, LLC, notified the Bankruptcy Court of its
intention to purchase, acquire or otherwise accumulate a claim or
claims against Mesa Air Group and its units.

Pursuant to the proposed transfer, Contrarian Funds proposes to
purchase, acquire or otherwise accumulate claims against Mesa
Airlines, Inc., in the aggregate principal amount of $98,049,984,
and claims against mesa Air Group, Inc., in the aggregate
principal amount of $5,448,601.

If the Proposed Transfer is permitted to occur, Contrarian Funds
will beneficially own claims against the Debtors in the aggregate
principal amount of $103,498,586.  Contrarian Funds does not
currently own any claims against the Debtors.

Contrarian will not (i) before the effective date under the
Debtors' Third Amended Joint Plan of Reorganization, acquire any
other claims against the Debtors without obtaining the Debtors'
consent and complying with the Trading Order, or (ii) after the
Effective Date, acquire any other claims against the Debtors or
New Common Stock in the Reorganized Debtors without obtaining the
Reorganized Debtors' consent and complying with the transfer
restrictions under the Plan.

Contrarian also represents that it will not dispose of the Claims
acquired in the Proposed Transfer before the Effective Date
absent express written consent of the Debtors.

In a separate filing, Contrarian Funds notifies the Court that it
has become a substantial claimholder with respect to the Debtors.
As of February 3, 2011, Contrarian Funds beneficially owns claims
in the aggregate principal amount of $103,498,586 against the
Debtors.

            Other Notices as Substantial Claimholder

In separate filings, Brigade Leveraged Capital Structures Fund
Ltd. and Kitty Hawk Master Fund II Ltd. notify the Court that
they have become substantial claimholders with respect to claims
against the Debtors.

As of January 25, 2011, these entities beneficially own claims
against the Debtors:

    Entity                    Aggregate Principal Amount
    ------                    --------------------------
    Brigade                           $36,893,236
    Kitty Hawk Master Fund II         $33,384,960
    Kitty Hawk Master Fund            $18,336,922
    Kitty Hawk Onshore Fund            $2,616,819

Kitty Hawk Master Fund Ltd. and Kitty Hawk Onshore Fund LP have
separately acquired claims against the Debtors and file the
Notices as a precautionary measure because it still unclear
whether they are substantial claimholders that is subject to the
Court's January 26, 2010 order establishing notification and
hearing procedures for trading in claims and equity securities.

                       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 Jan. 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: Jones Day, Special Counsel, Hikes Hourly Rates
--------------------------------------------------------
Jones Day, Mesa Air's special counsel with respect to certain
matters, notified the Court of its new hourly rates for 2011,
effective January 1, 2011:

Name                  Title              2010 Rate  2011 Rate
----                  -----              ---------  ---------
J. B. Ellman          Partner               $775       $800
G. L. Garrett, Jr.    Partner               $675       $725
R. A. Schmoll         Associate             $400       $450
K. G. Romig           Associate             $325       $375
D. J. Merrett         Associate             $350       $425
M. A. Taylor          Associate             $275       $325
M. B. Stone           Paraprofessional      $275       $275
D. H. Yi              Paraprofessional      $250       $250
J. W. Grogan          Paraprofessional      $150       $150

As previously reported in the Troubled Company Reporter, the
Debtors sought and obtained the Court's authority to employ, nunc
pro tunc to the Petition Date, Jones Day as their special counsel
with respect to the Prepetition Litigation and any related or
similar litigation.

Debtors Mesa Air Group, Inc., and Freedom Airlines, Inc., and
Delta Air Lines, Inc., are parties to the Delta Connection
Agreement dated May 3, 2005, as amended on March 13, 2007, and
March 10, 2009.  The ERJ Agreement provides for operation by
Freedom Airlines of up to 36 ERJ-145 50-seat regional jet
aircraft for Delta.  In addition, Mesa, Freedom Airlines and
Delta are parties to a certain Delta Connection Agreement dated
March 13, 2007.  The CRJ Agreement provides for operation by
Freedom Airlines of 14 CRJ-900 76-seat regional jet aircraft for
Delta.

Mesa and Freedom Airlines initiated a lawsuit against Delta on
April 7, 2008, in the United States District Court for the
Northern District of Georgia to enjoin Delta's alleged
termination of the ERJ Agreement.  The case is captioned "Mesa
Air Group, Inc. and Freedom Airlines, Inc. v. Delta Air Lines,
Inc.," Case No. 1:08-CV-1334-CC.

Delta appealed the Georgia District Court's issuance of the
preliminary injunction in favor of Mesa and Freedom Airlines.  In
July 2009, the U.S. Court of Appeals for the Eleventh Circuit
affirmed the Georgia District Court's decision in the ERJ
Litigation.  A trial date has not yet been set by the Georgia
District Court.

On March 20, 2009, Mesa and Freedom Airlines filed a complaint in
the Georgia District Court against Delta for the relief from the
termination of the CRJ Agreement.  The case is captioned "Mesa
Air Group, Inc. and Freedom Airlines, Inc. v. Delta Air Lines,
Inc.," Case No. 1:09-CV-0772-ODE.

By the CRJ Litigation, Mesa and Freedom Airlines are seeking
money damages resulting from Delta's wrongful termination of the
CRJ Agreement.  In the original complaint initiating the CRJ
Litigation, Mesa and Freedom Airlines asserted damages in the
total amount of between $8,000,000 and $15,000,000; however, as a
result of updated damages calculations, the Debtors currently
believe the damages could be as high as $40,000,000.  The CRJ
Litigation remains pending.

According to Michael J. Lotz, the Debtors' president, Mesa is
also involved in other pending litigation with Delta, including:

  (a) On August 6, 2008, Mesa filed a complaint against Delta in
      the U.S District Court for the District of Arizona after
      Delta's unauthorized retention of seven aircraft engines,
      which case is captioned "Mesa Air Group, Inc. v. Delta Air
      Lines, Inc.," Case No. 2:08-CV -01449-DGC -- Engine
      Litigation; and

  (b) Delta initiated an action against Mesa and Freedom
      Airlines in the Georgia District Court on August 19, 2009,
      alleging that Mesa and Freedom Airlines breached the ERJ
      Agreement regarding a "most favored nation" provision,
      which case is captioned "Delta Air Lines, Inc. v. Mesa Air
      Group, Inc. and Freedom Airlines, Inc.," Case No.1 :09-CV-
      2267-CC -- Base Rate Litigation.

In addition, Mesa is a defendant in an action for declaratory
relief initiated by United Airlines, Inc. before the Petition
Date.  On November 23, 2009, United commenced a declaratory
judgment action in the U.S. District Court for the Northern
District of Illinois, which case is captioned "United Air Lines,
Inc. v. Mesa Air Group, Inc.," Case No. 1:09-CY -07352.

As Special Counsel, Jones Day has agreed to:

  (a) advise and counsel the Debtors on all aspects of the
      Prepetition Litigation;

  (b) represent the Debtors in any litigation or contested
      matter related to the Prepetition Litigation, and perform
      all other necessary legal services in furtherance of the
      firm's role as special counsel for the Debtors with
      respect to the Prepetition Litigation;

  (c) perform other specific litigation-related services, as
      requested by the Debtors; and

  (d) assist the Debtors' bankruptcy professiona1s from time to
      time in connection with any issues relating to the
      Prepetition Litigation or other similar or related
      matters.

                       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: Morrison, Committee Attys., Hikes Hourly Rates
--------------------------------------------------------
Morrison & Foerster LLP, attorneys to the Official Committee of
Unsecured Creditors in Mesa Air Group's Chapter 11 cases, notified
the Bankruptcy Court of its new hourly rates for 2011, effective
January 1, 2011.  A schedule of the professionals and their rates
is available at no charge at:

http://bankrupt.com/misc/Mesa_MorrisonFoerster2011Rates.pdf

As reported in the March 5, 2010 edition of the Troubled Company
Reporter, the Official Committee of Unsecured Creditors in Mesa
Air Group Inc.'s cases obtained the Court's authority to retain
Morrison & Foerster, LLP, as its counsel, nunc pro tunc to
January 13, 2010.

Morrison will provide a range of services to the Creditors'
Committee, including:

  (a) to assist and advise the Committee in its consultation
      with the Debtors relative to the administration of these
      bankruptcy cases;

  (b) to assist and advise the Committee in its examination and
      analysis of the conduct of the Debtors' affairs;

  (c) to assist the Committee in the review, analysis and
      negotiation of any plan of reorganization and disclosure
      statement accompanying the plan;

  (d) to take all necessary action to protect and preserve the
      interests of the Committee and general unsecured
      creditors; and

  (e) to perform all other necessary legal services in these
      cases.

                       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).


MGA INSURANCE: AM Best Upgrades Financial Strength Rating to 'B+'
-----------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Good) from B (Fair) and the issuer credit rating (ICR) to "bbb-"
from "bb+" of MGA Insurance Company, Inc. (MGA).  The outlook for
both ratings has been revised to stable from positive.

Concurrently, A.M. Best has withdrawn the ICR of "b" of MGA's
holding company, GAINSCO, INC. and assigned an "nr" to the ICR.
The ICR withdrawal is due to the delisting of the company's stock
from the AMEX exchange effective January 31, 2011.  Both companies
are domiciled in Dallas, TX.

These rating actions recognize MGA's favorable risk-adjusted
capitalization and generally profitable operating results during a
period of challenging economic conditions, particularly within its
niche of personal non-standard automobile.  The company has
adjusted rates and advanced its pricing sophistication, which have
led to improvement in underwriting performance in recent years.
In addition, MGA's loss reserve strengthening and recent favorable
loss trends have led to improved development in recent periods.

These positive rating factors are somewhat offset by MGA's
historically variable underwriting performance.  Furthermore,
though MGA's growth has been tempered the past two years, rapid
premium growth through 2008 led to elevated underwriting leverage
measures.  Moreover, the company maintains a somewhat modest
business profile with concentration in states with difficult
operating environments for the non-standard automobile segment.


MICHIGAN MILLERS: S&P Cuts Counterparty Credit Rating to 'BBpi'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Michigan Millers Mutual
Insurance Company to 'BBpi' from 'BBBpi'.

                            Rationale

The downgrade reflects Michigan Millers underwriting losses since
2007 (with combined ratios in excess of 120% since 2008), which
has been shrinking its surplus from $129 million in 2006 to
$84 million in 2009.  Furthermore, the company does not have a
well-diversified revenue base, as 64% of its premiums are derived
from Michigan.  However, this is partially offset by Michigan
Millers' capitalization and liquidity.

Based in Lansing, Michigan, Michigan Millers Mutual Insurance Co.
provides auto, homeowners, agribusiness insurance, and a full
range of property and casualty coverage for small and midsize
businesses through independent agents.   The company, which
commenced operations in 1881, is licensed in 20 states.

The company is rated on a stand-alone basis.


MIDWEST MEDICAL: S&P Ups Counterparty Credit Rating From 'BBpi'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
counterparty credit and financial strength ratings on Midwest
Medical Insurance Inc. to 'BBBpi' from 'BBpi'.

The ratings reflect the company's strong capitalization and strong
operating performance.  Offsetting these positive factors are the
company's high geographic and product-line concentrations, mainly
as a medical malpractice insurance provider in Minnesota and Iowa,
and a potential reserve deficiency attributed to reserve releases
over the last three years.

Based in Minneapolis, Minn., MMIC specializes in medical
professional liability insurance, with the vast majority of
policies issued on a claims-made basis.  Its products are
distributed primarily through direct marketing strategies, though
independent general agents place some business.  The company,
which began business in 1980, is licensed in 10 states.  It is a
wholly owned subsidiary of Midwest Medical Insurance Holding Co.
(MMIHC), an insurance holding company organized under the laws of
Minnesota.  The insured physicians of MMIC own 100% of MMIHC.

The company is rated on a stand-alone basis.


MOTORISTS LIFE: S&P Cuts Counterparty Credit Rating to 'BBpi'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Motorists Life Insurance Co. to
'BBpi' from 'BBBpi'.

                            Rationale

The ratings on Motorists Life Insurance Co. are based on the
company's poor operating performance, its pretax ROR and ROA, and
marginal liquidity.  Motorists Life offers a good mix of
individual life (2/3 of premiums) and annuity (1/3 premiums)
products, but its business profile is characterized by high
geographic concentration in primarily two states, Ohio and
Pennsylvania.  The company's investments in mortgage backed
securities, which has been a challenging asset class over the past
few years, is high compared with industry averages, at 38.5%.
Capitalization, as measured by S&P's capital model, is appropriate
for the ratings.

Motorists Life Insurance Co. is a regional life insurer licensed
in sixteen states.  Headquartered in Columbus, OH, it commenced
operations in 1965.  The company is 70% owned by Motorists Mutual
Insurance Co., a large multiple line property and casualty
insurer.  The remaining 30% of ownership rests with American
Hardware Mutual Insurance Co., a national property and casualty
insurer.  A common management agreement is in place between the
company and Motorists Mutual Insurance Co.

The company is rated on a stand-alone basis.


MPF HOLDINGS: Plan Trustee Has No Standing to Prosecute Suits
-------------------------------------------------------------
How much detail must a plan contain to enable a post-confirmation
trustee (or reorganized debtor) to prosecute claims against third-
parties that arose prior to confirmation?  Stated differently,
under 11 U.S.C. Sec. 1123b(3)(B), how precise must a plan's
"reservation and enforcement" provision be so that after a court
confirms the plan, the litigation trustee (or reorganized debtor)
will have standing to prosecute the claims that exist as of the
confirmation date?

In In re MPF Holdings US LLC, counsel for numerous parties heavily
negotiated the language in the confirmed plan, not the least of
which was counsel for the debtors and counsel for the unsecured
creditors' committee.  After confirmation, the litigation trustee
brought numerous suits against multiple defendants to recover
alleged preferential transfers.  Aker Pusnes AS, one of the
defendants, filed a motion to enforce the confirmed plan in the
main case, arguing that the plan's language forbids such suits;
Other defendants filed joinders supporting the Aker Motion:
Mustang Engineering Ltd., Worldwide Oilfield Machine, Inc., KCA
Deutag Drilling, Ltd., and InOcean AS.  Moreover, in the adversary
proceedings initiated by the litigation trustee, some of these
same defendants have filed motions to dismiss.  The Court held a
hearing on December 17, 2010 on all of these motions, at which
time parties introduced certain exhibits and engaged in oral
arguments; no parties adduced testimony.  The Court then issued an
oral ruling on January 6, 2011, concluding that: (1) the language
in the plan does not satisfy the standard established by the Fifth
Circuit for reserving causes of action; (2) therefore, the
litigation trustee has no standing to prosecute the suits; and (3)
accordingly, the Court has no subject matter jurisdiction over
these suits, and they must be dismissed.

A copy of Bankruptcy Judge Jeff Bohm's February 11, 2011
Memorandum Opinion is available at http://is.gd/tVJPW0from
Leagle.com.

                          About MPF Corp.

Bermuda-based MPF Corp. Ltd. -- http://www.mpf-corp.com/--
engaged in deep water oil and gas exploration.  The Company was
established on April 25, 2006.  The company and debtor-affiliate
MPF Holding US LLC filed separate petitions for Chapter 11 relief
on Sept. 24, 2008 (Bankr. S.D. Tex. Case Nos. 08-36086 and
08-36084).  MPF-01 followed on Sept. 25, 2008.

D. Bobbitt Noel, Jr., Esq. at Vinson & Elkins LLP, represented
the Debtors as counsel.  MPF estimated assets and debts of
$100 million to $500 million in its Chapter 11 petition.  The
Bermuda Proceedings and the Chapter 11 cases in the U.S. ran
as parallel proceedings.

On June 16, 2010, the Court entered an order approving the
Debtors' amended disclosure statement and confirming the Debtors'
amended joint plan of reorganization.  The Plan was declared
effective August 9, 2010.

The Plan provided for the sale of the acquired assets to Cosco
Dalian Shipyard Co. Ltd., MPF's largest vendor, pursuant to the
assignment and purchase agreement.  The essential terms of the
agreement includes: a) a cash payment of $104,000,000 to MPF and
MPF-01 on the closing date, in full; b) assumption of certain
liabilities; and c) release MPF-01 from its obligation to pay the
cure amount under a contract with Cosco.

The Plan allows for the appointment of a litigation trustee to
oversee and administer a post-confirmation litigation trust.  The
purpose of the trust is to liquidate claims to pay allowed
unsecured claims pursuant to the Plan.


MPG OFFICE TRUST: Amends Directors' Incentive Plan
--------------------------------------------------
The Compensation Committee of the Board of Directors of MPG Office
Trust, Inc., approved a change in the type of equity awards
granted to MPG Office Trust's non-employee directors.  Effective
Feb. 2, 2011, each individual who first becomes an Independent
Director on or after Feb. 2, 2011, will be granted an award of
1,875 restricted stock units, with dividend equivalents, on the
date on which he or she initially becomes an Independent Director.
Independent Directors no longer receive awards of stock options
upon initial election or re-election to the Board.  The terms of
the Company's director compensation program otherwise remain
unchanged.

Effective Feb. 2, 2011, in connection with a revision to the
Company's director compensation program, the Compensation
Committee of the Board adopted the Second Amendment to the
Incentive Plan to reflect the changes to the grant of equity
awards to non-employee directors thereunder.

A full-text copy of the Second Amendment to the Incentive Plan is
available for free at http://ResearchArchives.com/t/s?733c

                       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.


MXENERGY HOLDINGS: RBS Sempra, 7.3% Owner, Names Kubicek to Board
-----------------------------------------------------------------
Sempra Energy Trading LLC is the sole holder of Class B common
stock, par value $0.01 per share of MXenergy Holdings, Inc.  Class
B Common Stock represents approximately 7.3% of the Company's
total outstanding common stock.  In connection with two master
supply and hedge agreements, RBS Sempra is also the Company's
primary liquidity and hedge provider.  Pursuant to the terms of
the Company's Certificate of Incorporation, RBS Sempra is entitled
to appoint one director to the Company's Board of Directors.  In
March 2010, RBS Sempra appointed Jacqueline Mitchell to serve as
the Class B Director.  Effective February 4, 2011, Ms. Mitchell
resigned from her role as the Class B Director due to her
resignation from her position at RBS Sempra.  During her tenure,
Ms. Mitchell served on the Executive, Compensation and Governance
Committee and the Risk Oversight Committee of the Company's Board
of Directors.

Also effective Feb. 4, 2011, RBS Sempra appointed Wayne Kubicek to
serve as the Class B Director and Mr. Kubicek accepted the
appointment.  Mr. Kubicek is a Managing Director and Deputy
General Counsel at RBS Sempra, where he provides legal advice and
assistance to RBS Sempra's senior management and its commodity
trading and marketing team.  As senior legal counsel, Mr. Kubicek
is responsible for the management and mitigation of legal and
other non-market risks.  With over 25 years of experience
providing counsel to major firms in the domestic and international
energy trading markets, Mr. Kubicek is expected to provide the
Company with the benefit of his risk management skills and
transactional expertise.  Mr. Kubicek will also serve on the
Executive, Compensation and Governance Committee and the Risk
Oversight Committee.

                       About MxEnergy Holdings

MxEnergy Holdings Inc. was founded in 1999 as a retail energy
marketer.  The two principal operating subsidiaries of Holdings
are MxEnergy Inc. and MxEnergy Electric Inc. which are engaged in
the marketing and supply of natural gas and electricity,
respectively.  Holdings and its subsidiaries operate in 39 market
areas located in 14 states in the United States and in two
Canadian provinces.

MxEnergy carries 'Caa3' long term corporate family and 'Ca/LD'
probability of default ratings from  Moody's Investors Service.

The Company's balance sheet at Sept. 30, 2010, showed
$178.29 million in total assets, $114.69 million in total
liabilities, and stockholders' equity of $63.60 million.


NATIONAL AMERICAN: S&P Affirms 'CCCpi' Counterparty Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its counterparty
credit and financial strength ratings of National American
Insurance Company of California and Danielson National Insurance
Company at 'CCCpi'.  Both companies are owned by the DHC Group and
NAICC participates in an intercompany pooling arrangement with
DNIC.

                            Rationale

The ratings reflect NAICC's very poor operating performance (5-
year historical average combined ratio of 206.7%) and low
capitalization.  However, this is partially offset by the
$4 million capital infusion from the Group's parent, Covanta
Holdings, Inc., on Feb. 12, 2010.

The Group is a wholly-owned entity of Covanta Holdings, Inc., a
publicly listed company that specializes in owning and operating
energy generation facilities.  NAICC and DNIC are California-based
insurance companies specializing in non-standard private passenger
automobile insurance and specialty contract and commercial surety
bonds.  Automobile insurance is produced by the independent broker
community in California and marketed, administered, and
underwritten by SCJ Insurance Services, Inc.  On March 5, 2010,
the operations of Danielson Insurance Company (rated 'CCCpi' prior
to the transaction) were merged into NAICC.  Subsequently, the
ratings of Danielson Insurance Company were withdrawn.


NATIONAL REFRACTORIES: Claims Must Be Served on RASi
----------------------------------------------------
A notice published in The Wall Street Journal this past week
reminds parties-in-interest that the Honorable Leslie Tchaikovsky
dismissed the Chapter 11 cases filed by National Refractories and
Minerals Corp., Chicago Fire Brick, Inc., Wellsvile Fire Brick
Company, National Affiliated Technologies, Inc. (nka NAT
Liquidation Corporation), and National Refractories and Minerals,
Inc., on Nov. 17, 2008, and in order for a claimant to obtain the
benefit of any insurance proceeds under any policy covering
alleged exposure to asbestos or silica, claims must be served on:

         Registered Agent Solutions, Inc.
         Attention: Sean Prewitt
         515 Congress Avenue, Suite 2300
         Austin, TX 78701

National Refractories and Minerals Corp., Chicago Fire Brick,
Inc., Wellsvile Fire Brick Company, National Affiliated
Technologies, Inc. (nka NAT Liquidation Corporation), and National
Refractories and Minerals, Inc. sought chapter 11 protection
(Bankr. N.D. Calif. Case Nos. 01-45482 through 01-45486) on
Oct. 10, 2001.  At the time of the filing, the Debtors estimated
their assets and debts at more than $50 million.


NCI BUILDING: S&P Affirms Corporate Credit Rating at 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings, including its 'B' corporate credit rating, on NCI
Building Systems Inc. All ratings were removed from CreditWatch,
where they were originally placed with negative implications on
Oct. 26, 2010.  The rating outlook is negative.

"The affirmation and CreditWatch removal reflect S&P's assessment
that total liquidity, which was about $150 million as of Oct. 31,
2010, will remain around this level and will continue to support
the ratings," said Standard & Poor's credit analyst Tom Nadramia.
"This is despite an anticipated modest increase in capital
expenditures and the high likelihood of operating losses
continuing over the next several quarters."

NCI's operating conditions are likely to remain weak in the near
term.  As a result, S&P expects the company's credit measures to
remain at a level S&P would consider to be weak for the 'B' rating
over the next several quarters.  The rating and outlook also take
into account S&P's expectation that nonresidential construction
will continue to decline in 2011, though at a lower rate.
Specifically, Standard & Poor's economists estimate a 7.8% drop
in nonresidential construction for all of 2011, before recovering
by 1.8% in 2012.  S&P note that in 2010, approximately 55% of
NCI's business was in engineered building systems, which is
largely correlated to construction of industrial buildings of
three stories or less, with metal components (38%) and metal
coating (7%) making up the remainder of its business.

S&P expects that rising steel prices could lead to a modest
improvement in the company's operating results in 2011 because the
company's profit margins generally improve when steel costs rise.
S&P's projection for fiscal 2011 anticipates an improvement in the
company's sales and adjusted EBITDA from fiscal 2010's levels of
$871 million and $16 million, respectively, based entirely on
better prices for the company products.  This should result in an
increase in revenues for the company, with EBITDA recovering from
2010 levels, potentially reaching a range of between $25 million
and $35 million depending on steel costs.  S&P considers the
potential for volatile steel pricing, given the impact Chinese
steel production and demand has on worldwide pricing, to be a key
risk to S&P's forecast.  Rapid movements in steel costs make it
difficult for NCI to maintain predictable operating margins.
Also, NCI's business has historically been tied to the annual
building cycle and, therefore, is very seasonal, with the majority
of profits and cash flow occurring in the second half of the year.

Should bookings and quoting activity fall off or fail to
materialize in the first six months of the year, as in 2010, the
likelihood that the company could meet S&P's forecast would be
diminished.  Still, even in the event 2011 revenues and EBITDA
fail to improve from 2010 levels, S&P project that NCI will still
maintain sufficient liquidity to meet its near term obligations.


NEW ERA: S&P Downgrades Counterparty Credit Rating to 'Bpi'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit and financial strength ratings on New Era Life
Insurance Co. and its subsidiary, New Era Life Insurance Co. of
the Midwest, to 'Bpi' from 'BBpi'.

The downgrade primarily reflects the group's weak and deteriorated
capital, as measured by S&P's capital model; marginal net earnings
as a result of lower earned premiums; heightened investment
losses; and an unfavorable tax position.  In 2009, New Era entered
into a modco reinsurance agreement with Provident American
Insurance Co., whereby New Era ceded 80% of all Medicare
supplement earned premium to Provident American.  The ratings are
further limited by the company's marginal liquidity, very high
geographic concentration, and aggressive investment profile.

New Era is headquartered in Houston and is a wholly owned
subsidiary of New Era Enterprises Inc., a privately owned holding
company.  In addition to New Era Midwest, New Era is the parent of
another wholly owned life insurance company, Philadelphia American
Life Insurance Co. New Era and its insurance subsidiaries are
collectively licensed in 48 states, the District of Columbia, and
the Virgin Islands.  The group primarily focuses on supplemental
health insurance -- mostly Medicare supplement and cancer--and
individual life and annuity products.


NEWPORT BONDING: A.M. Best Cuts Financial Strength Rating to 'C++'
------------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C++
(Marginal) from B- (Fair) and issuer credit rating to "b" from
"bb-" of Newport Bonding and Surety Company (Newport) (Hato Rey,
PR).  The ratings have been placed under review with negative
implications.

The rating actions reflect Newport's weak overall capitalization
reflective of its poor operating performance, unrealized capital
losses, stockholder dividends and recent downward accounting
adjustments, which have collectively reduced policyholder surplus
over the latest five-year period.  The accounting adjustments
relate to the restatement of certain balance sheet items from the
company's 2007 annual statement.  These adjustments were then
carried through to the 2009 annual statement, which was required
to be restated by the Commissioner of Insurance (Commissioner),
without an adjustment for the passage of time.

Partially offsetting these negative rating factors are the
corrective actions implemented by management intended to improve
operating results.  Such actions include expense reduction
initiatives, the non-renewal of unprofitable business, as well as
utilizing Newport's subrogation rights to recover losses stemming
from prior year policies.  As a result of the aforementioned
accounting adjustments, which served to significantly lower the
company's surplus, the ownership of Newport infused additional
capital prior to year-end 2010 to recapitalize it in accordance
with statutory minimum surplus requirements.  While the
contribution increases policyholder surplus to statutory minimum
levels, the amount of the contribution only partially offsets the
impact of the downward accounting adjustments following the
conclusion of the review by the Commissioner.

The decision to place Newport's ratings under review reflects the
uncertainty surrounding the ultimate outcome of management's
appeal to the Commissioner regarding the valuation of some of
these adjustments.  In agreeing to the restated financial position
for year-end 2007, following the review by the Commissioner,
management did not anticipate that reserve and liability positions
established for 2007 would be carried forward unchanged through
2008 and 2009.  By bringing forward the full amount of the 2007
adjustments, management contends that the independent auditors did
not take into account subsequent loss payments and reserve
releases relative to bail bonds and co-op claims.  The ratings
will remain under review pending further clarity of these
accounting issues.


NORTHGATE PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Northgate Properties, Inc.
        18124 Wedge Parkway, #105
        Reno, NV 89511

Bankruptcy Case No.: 11-50451

Chapter 11 Petition Date: February 14, 2011

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Kevin A. Darby, Esq.
                  DARBY LAW PRACTICE, LTD.
                  4777 Caughlin Parkway
                  Reno, NV 89519
                  Tel: (775) 322-1237
                  Fax: (775) 996-7290
                  E-mail: kevin@darbylawpractice.com

Scheduled Assets: $12,053,476

Scheduled Debts: $5,811,393

The petition was signed by Mark Kubinski, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Mark Kubinski                         10-54172            10/22/10

Debtor's List of six Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Mark Kubinski                      Money Loaned           $800,000
2165 Canyon Mesa Court
Reno, NV 89521

Kurt Heinrichson                   Money Loaned           $200,000
2165 Canyon Mesa Court
Reno, NV 89521

KLS Planning and Design            Design Services        $150,000
9480 Double Diamond Parkway, Suite 299
Reno, NV 89521

Washoe County Assessor             --                       $7,017

Ward Young Architects              Architectural            $2,376
                                   Services

Reno Engineering Corp              Engineering              $2,000
                                   Services


NORTHWEST DENTISTS: S&P Affirms 'BBpi' Counterparty Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BBpi' counterparty credit and financial strength ratings on
Northwest Dentists Insurance Co.  Standard & Poor's also said that
it raised its counterparty credit and financial strength ratings
on Physicians Insurance A Mutual Co. to 'BBBpi' from 'BBpi'.

The ratings on NORDIC reflected the company's volatile five-year
underwriting performance (with combined ratios ranging from 93.0%
to 125.0%) and concentration of premiums to dentists in Washington
State.  the company's very strong capitalization partially offsets
these weaknesses.

ORDIC commenced operations in 1989 and provides professional
liability and business owners insurance to dentists throughout
Washington and Idaho.  NORDIC writes medical malpractice insurance
for dentists on a claims-made basis and serves 2,600 dentists,
with an 80% market share in Washington.  NORDIC is owned by ODS
Companies and the Washington State Dental Association.

The upgrade reflects Physicians's very strong capitalization and
five-year historical operating performance.  However, this is
offset by use of significant favorable reserve adjustments in 2008
and 2009 and a concentration on insuring doctors in Washington and
Oregon.

Physicians was originally formed in 1981 to provide comprehensive
professional liability insurance to physicians practicing
principally in the state of Washington.  In 1986, the company
began writing claims-made policies exclusively, replacing the
occurrence and report-occurrence policies written through 1985.
The company also writes provider excess and medical stop-loss
policies, which protect medical provider organizations and self-
insured employers from catastrophic losses.

The companies are rated on a stand-alone basis.


NUANCE COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Burlington, Mass.-based speech application provider Nuance
Communications Inc.  S&P raised the corporate credit rating to
'BB-' from 'B+'.  The outlook is positive.

At the same time, S&P revised the recovery rating on the company's
first-lien facility to '1' from '3'.  The '1' recovery rating
indicates prospects for very high (90%-100%) recovery in the event
of a payment default.  S&P raised the rating on the first-lien
facility to 'BB+' (two notches above the corporate credit rating)
from 'B+' and also raised the rating on the unsecured convertible
debt to 'BB-' (the same as the corporate credit rating) from 'B-'.
In addition, S&P revised the recovery rating on the unsecured debt
to '3' from '6'.  The '3' recovery rating indicates prospects for
meaningful (50%-70%) recovery in the event of a payment default.

"The upgrade reflects greater clarity regarding the company's
financial policy and a successful acquisition strategy that has
led to sustained deleveraging below 3.5x," said Standard & Poor's
credit analyst Jennifer Pepper.

S&P's rating on Nuance reflects its expectation that the company
will continue to grow EBITDA through its successful integration of
acquisitions and that this growth strategy will not be a detriment
to credit quality.  The market for speech recognition technology
is still rapidly evolving, and could open to much wider
competition.  S&P therefore view the company's leading presence in
this market, a significant level of recurring revenues, and a
diverse customer base as ratings support.

Nuance is a global provider of speech recognition software and
imaging solutions and related services.  The company benefits
from a diverse customer base serving the financial services,
telecommunications, health care, and automotive end markets.
Bolstered by acquisitions, GAAP revenues for the latest 12
months ended Dec. 31, 2010 were up 16% from December 2009 to
$1.2 billion.  A substantial base of recurring revenues enhances
the company's business position, which allows for a fair degree of
revenue visibility.


OAKSHORES PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Oakshores Properties, LLC
        P.O. Box 725
        725 12th Street
        Paso Robles, CA 93447

Bankruptcy Case No.: 11-10671

Chapter 11 Petition Date: February 13, 2011

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

Debtor's Counsel: Illyssa Fogel, Esq.
                  P.O. Box 437
                  McDermitt, NV 89421
                  Tel: (775) 532-8088
                  E-mail: ifogel@iiflaw.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 Jack Munari, managing member.


ON SEMICONDUCTOR: S&P Raises Corporate Credit Rating to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Phoenix-based ON Semiconductor Corp.
and its subsidiary Semiconductor Components Industries LLC to 'BB'
from 'BB-'.  The outlook is stable.

At the same time, S&P raised the issue-level rating on ON's senior
subordinated notes to 'BB' (the same as the corporate credit
rating) from 'B+' and revised the recovery rating on the notes to
'4' from '5'.  The '4' recovery rating indicates S&P's expectation
of average (30%-50%) recovery in the event of a payment default.

In addition, S&P removed all the ratings from CreditWatch with
positive implications, where they were placed on July 23, 2010.

"S&P expects ON's leverage to improve over the next four quarters,
after rising to the mid-2x range from the mid-1x range due to the
Sanyo acquisition," said Standard & Poor's credit analyst Joseph
Spence, "reflecting both healthy organic and acquired growth in
revenues and EBITDA levels, despite anticipated reduced margins as
the company works to integrate Sanyo and reduce its overall
manufacturing footprint."

ON is a global supplier of logic, power, and analog integrated
circuits, and discrete semiconductors, primarily to electronics
manufacturers.  The company operates through these four segments:
Automotive & Power Regulation, Computing & Consumer Products,
Digital and Mixed Signal Products, and Standard Products.  The
acquisition of Sanyo Semiconductor increases ON's scale and
continues the evolution of its business profile toward a primarily
proprietary analog semiconductor provider model with less emphasis
on typically lower margin standard products.  In addition, the
acquisition expands ON's access to the Japanese semiconductor
market, which represents about 18% of global semiconductor sales.


OSR HOLDING: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: OSR Holding Corp.
          fdba NexGen 2007, Inc.
        8905 Regents Park Drive, Suite 210
        Tampa, FL 33647

Bankruptcy Case No.: 11-02494

Chapter 11 Petition Date: February 14, 2011

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

Debtor's Counsel: Richard J. McIntyre, Esq.
                  MCINTYRE, PANZARELLA, THANASIDES & ELEFF
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  E-mail: rich@mcintyrefirm.com

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

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 Murty Azzarapu, president.


PALACE ENTERTAINMENT: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)B2
corporate family rating and probability-of-default rating to
Palace Entertainment Holdings, LLC.  Concurrently, Moody's has
assigned a provisional (P)B2 rating and Loss Given Default
Assessment of LGD4 to the company's proposed US$430 million worth
of senior secured bonds due in 2017.  The outlook for all the
ratings is stable.

This is the first time that Moody's has assigned ratings to
Palace.  Moody's issues provisional ratings in advance of the
final sale of securities and these ratings reflect the rating
agency's preliminary credit opinion regarding the transaction
only.  Upon a conclusive review of the final documentation,
Moody's will endeavor to assign a definitive rating to Palace's
proposed US$430 million senior secured notes.  The definitive
rating may differ from the provisional rating.

                        Ratings Rationale

"Palace's (P)B2 CFR reflects the company's strong EBITDA margins
and good operating cash flow generation from its sound portfolio
of regional amusement parks, which is diversified in terms of
geography and by type of park.  Nevertheless, there is a certain
degree of profitability concentration in the company's top three
parks," says Iv n Palacios, a Moody's Vice President-Senior
Analyst and lead analyst for Palace.

"The rating also reflects Palace's relatively small size and scale
compared with other rated peers as well as its high debt/EBITDA
leverage and exposure to event risk due to its acquisitive
strategy.  In addition, its revenues are vulnerable to economic
cycles and are highly seasonal," says Mr. Palacios.

"These concerns are mitigated by: (i) the lower risk profile and
higher resilience to economic cycles of regional parks compared
with destination parks; (ii) the company's track record of
improvements in profitability through the successful turnaround of
undermanaged parks; and (iii) its strong and experienced
management team," adds Mr. Palacios.

Palace is a wholly owned affiliate of Parques Reunidos, the third-
largest leisure park chain worldwide in terms of number of
visitors after Walt Disney and Merlin, and generates approximately
37% of Parques Reunidos's revenues and 33% of the group's EBITDA.
Ownership by Parques Reunidos leads to efficiencies in terms of
economies of scale, global sourcing and best-practice
benchmarking, but could also be detrimental to Palace's credit
profile if it had to provide financial assistance to the parent,
which also has a leveraged financial profile.  The (P)B2 CFR
assumes effective ring-fencing of the Palace restricted group from
Parques Reunidos and no material cash leakage to the parent.

Palace plans to issue the US$430 million six-year senior secured
bond and a US$100 million super senior RCF to refinance existing
debt.  Concurrently, the shareholder is to inject an additional
US$65 million into the business.  The provisional CFR, PDR and
instrument ratings are contingent on the successful completion of
the refinancing transaction.

The (P)B2 rating on Palace's US$430 million worth of senior
secured notes is at the same level as its CFR, as it is the
largest piece of debt in the company's capital structure.
However, the US$100 million RCF ranks ahead of the US$430 million
worth of notes by virtue of the intercreditor agreement, despite
sharing the same collateral package on a first-ranking basis.

Palace's capital structure is its primary ratings driver.  The
company faces high financial risk, including leverage (as per
Moody's standard adjustments, which include capitalized operating
leases) of 6.0x as of the year ended 26 September 2010.

The stable outlook incorporates Moody's expectation that Palace
will maintain leverage in the 5.5x-5.0x range over the rating
horizon.  This is based on an expected improvement in Palace's
operating performance and selective acquisition activity in line
with the company's strategy to turn around undermanaged parks.
Moody's notes, however, that the rating is relatively weakly
positioned within the rating category and there is limited
tolerance for deviation from Moody's forecast for the company's
operating performance.

Downward pressure on the rating could result from any of these
(all as per Moody's standard adjustments): (i) sustained negative
FCF generation; (ii) sustained leverage significantly above 6x;
and (iii) sustained EBITDA less capital expenditure coverage below
1x.  An increase in leverage to fund distributions to the parent
in the event of pressure at other group entities would also likely
have negative rating implications.  In addition, any concerns
developing over liquidity could exert downward pressure on the
rating.

Upward pressure on the rating could develop if Palace were to
sustain leverage below 5x debt/EBITDA and an FCF/debt ratio of
more than 5%, while maintaining a good liquidity position and a
track record of conservative bolt-on acquisitions.  Nevertheless,
Moody's notes that a change in CFR may result in the introduction
of notching for the senior secured notes rating.

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

Headquartered in California, Palace Entertainment Holdings, LLC is
an amusement parks operator in the US.  Palace owns and operates a
total of 40 parks including 21 family entertainment centres,
twelve water parks, six theme parks and one animal park.  Palace
is an affiliate of Parques Reunidos Servicios Centrales S.A.U., a
Spanish corporation, primarily controlled and indirectly majority
owned by funds managed by Candover Partners Limited, a UK-based
private equity firm.  In the year ended 26 September 2010, the
company reported sales of US$260 million and EBITDA (as reported
by the company) of US$79.4 million.


PALM HARBOR: Dimensional Equity Stake Down to 4.93%
---------------------------------------------------
In a regulatory filing, Dimensional Fund Advisors LP discloses
that as of Dec. 31, 2010, it may be deemed to beneficially own
1,132,547 shares representing 4.93% of Palm Harbor Homes, Inc.'s
Common Stock.

This statement is being filed to report the fact that the
reporting person has ceased to be the beneficial owner of more
than 5% the Issuer's Common Stock.

                     About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor filed for Chapter 11 bankruptcy protection on
November 29, 2010 (Bankr. D. Del. Case No. 10-13850).  It
disclosed $321,263,000 in total assets and $280,343,000 in total
debts.

Affiliates Palm Harbor Albemarle, LLC (Bankr. D. Del. Case No.
10-13849), Palm Harbor Real Estate, LLC (Bankr. D. Del. Case No.
10-13851), Palm Harbor GenPar, LLC (Bankr. D. Del. Case No.
10-13852), Palm Harbor Manufacturing, LP (Bankr. D. Del. Case No.
10-13853), and Nationwide Homes, Inc. (Bankr. D. Del. Case No.
10-13854) filed separate Chapter 11 petitions.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James And Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.


PALM HARBOR: T. Rowe Associates Equity Stake Down to 1.3%
---------------------------------------------------------
In a regulatory filing, T. Rowe Price Associates, Inc. disclose
that as of Dec. 31, 2010, it has ceased to be the beneficial owner
of more than 5% of Palm Harbor Homes, Inc.'s Common Stock.

Specifically, as of the date of the report, the reporting person
may be deemed to beneficially own 309,414 shares representing 1.3%
of Common Stock of the Issuer.

A full-text copy of the SC 13G/A is available for free at:

               http://researcharchives.com/t/s?7343

                     About Palm Harbor Homes

Addison, Texas-based Palm Harbor Homes, Inc. --
http://www.palmharbor.com/-- manufactures and markets factory-
built homes.  The Company markets nationwide through vertically
integrated operations, encompassing manufactured and modular
housing, financing and insurance.

Palm Harbor filed for Chapter 11 bankruptcy protection on
November 29, 2010 (Bankr. D. Del. Case No. 10-13850).  It
disclosed $321,263,000 in total assets and $280,343,000 in total
debts.

Affiliates Palm Harbor Albemarle, LLC (Bankr. D. Del. Case No.
10-13849), Palm Harbor Real Estate, LLC (Bankr. D. Del. Case No.
10-13851), Palm Harbor GenPar, LLC (Bankr. D. Del. Case No.
10-13852), Palm Harbor Manufacturing, LP (Bankr. D. Del. Case No.
10-13853), and Nationwide Homes, Inc. (Bankr. D. Del. Case No.
10-13854) filed separate Chapter 11 petitions.

Brian Cejka at Alvarez & Marsal is the Debtors' chief
restructuring officer.  Raymond James And Associates, Inc., is the
Debtors' investment banker.  Alvarez & Marshal North America, LLC,
is the Debtors' financial advisor.  BMC Group, Inc., is the
Debtors' claims agent.  Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Official Committee of Unsecured Creditors.


PARTNERS MUTUAL: S&P Affirms 'BBpi' Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BBpi' counterparty credit and financial strength ratings on
Partners Mutual Insurance Co.

The ratings on Partners Mutual Insurance Co. were based on the
company's volatile and weakening operating performance and very
high geographical concentration, which were partially offset by
its adequate capitalization.

Partners Mutual is a regional property/casualty insurer based in
Waukesha, Wis.  It mainly writes private passenger automobile,
commercial and homeowners' multiperil, and workers' compensation
insurance.  The company commenced operations in 1931.  The
company's geographical concentration is very high, with all of its
business in three states: Wisconsin, Michigan, and Iowa.  However,
the product profile of the company is well-diversified.

The company was rated on a stand-alone basis.


PEACHTREE CASUALTY: S&P Affirms 'BBpi' Counterparty Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BBpi' counterparty credit and financial strength ratings on
Peachtree Casualty Insurance Co.

The ratings reflect Peachtree's strong capitalization.  However,
the company's surplus declined by 4.2% to $6.2 million for 2009,
adding pressure to Peachtree's small capital base.  The rating is
also constrained by the company's weakening earnings profile and
high geographic and product-line concentrations.

Peachtree was incorporated on Nov. 29, 1983, as a Georgia domestic
company based in Atlanta, Ga.  It commenced operations on July 1,
1985.  In December 2001, Peachtree re-domesticated to Florida and
now maintains its home and principle business office in Longwood,
Fla.  Its geographic concentration is very high, as Florida
accounts for all of the company's business.

The company writes private passenger auto insurance with a
specialization in nonstandard auto.  First Insurance Network Inc.
is the managing general agency affiliate and has an exclusive
contract for underwriting, claims payment, claims adjustment,
binding authority, and premium collection of all coverage.

The company is rated on a stand-alone basis.


PENN TRAFFIC: King Street Capital Ceases to Own Equity Securities
-----------------------------------------------------------------
King Street Capital Management, L.P., et al., disclose that on
Nov. 1, 2010, they ceased to be the beneficial owner of any equity
securities of the The Penn Traffic Company.  Penn Traffic's
Chapter 11 plan became effective Nov. 1, 2010.

A full-text copy of the SC 13D/A is available for free at:

               http://researcharchives.com/t/s?7344

                        About Penn Traffic

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Del. Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory W.
Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist the
Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company disclosed $150,347,730 in
assets and $136,874,394 in liabilities as of May 4, 2009.

The Company's affiliates also filed separate Chapter 11 petitions
-- Sunrise Properties, Inc.; Pennway Express, Inc.; Penny Curtiss
Baking Company, Inc.; Big M Supermarkets, Inc.; Commander Foods
Inc.; P and C Food Markets, Inc. of Vermont; and P.T. Development,
LLC.

Following a bankruptcy court-sanctioned auction, Tops Markets LLC
purchased almost all of Penn Traffic's stores as a going concern
by paying $85 million cash.  The sale was structured so Penn
Traffic avoided a $72 million claim for pension plan termination
and a $27 million claim by the principal supplier.

On Oct. 29, 2010, the U.S. Bankruptcy Court for the District of
Delaware entered an order confirming the Company's Chapter 11 plan
of liquidation, which became effective on Nov. 1, 2010.  On the
effective date of the Plan, all existing equity interests in the
Company, including the Preferred Stock and the Common Stock, were
canceled and extinguished without consideration.


PHOENIX COS: AM Best Keeps 'B+' FSR, Hikes Outlook to Stable
------------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the financial strength rating (FSR) of B+ (Good) and
issuer credit ratings (ICR) of "bbb-" of the core life insurance
entities of The Phoenix Companies, Inc. (Phoenix) [NYSE: PNX],
which include Phoenix Life Insurance Company (Phoenix Life) and
PHL Variable Insurance Company.  In addition, A.M. Best has
revised the outlook to stable from negative and affirmed the ICR
of "bb-" of Phoenix, as well as all the debt ratings on the
outstanding securities issued by the group.

Concurrently, A.M. Best has revised the outlook to stable from
negative and affirmed the FSRs of B+ (Good) and the ICRs of "bbb-"
of Phoenix Life and Annuity Company and American Phoenix Life and
Reassurance Company.  These two Phoenix subsidiaries are
immaterial to the group and are not writing new business.  All
companies are headquartered in Hartford, CT.  (See below for a
detailed listing of the debt ratings.)

The rating actions reflect the improvement in Phoenix's investment
portfolio, which is in a net unrealized gain position, healthier
risk-adjusted capitalization at the operating subsidiaries and
reduced levels of surrenders, which have been elevated over the
last two years.  Liquidity remains adequate at both the holding
company and operating companies with manageable financial leverage
and a steady contribution of earnings from Phoenix Life's sizable
closed block.  A.M. Best notes that Phoenix currently has
sufficient holding company liquidity to meet its fixed charge
obligations even though A.M. Best's calculation of interest
coverage is below the guideline for its current rating category.

Additionally, A.M. Best views favorably the proactive measures
taken by management to retain existing policyholders, expand
distribution partnerships and facilitate sales of new fixed-
indexed annuity products.  A.M. Best notes that overall investment
liquidity at Phoenix Life remains sufficient to meet potential
surrender levels in the near to medium term.

The above rating factors are partially offset by the continued
limited financial flexibility at the holding company, elevated-
albeit moderating-surrender activity, uneven operating performance
and above-average exposure to below investment grade bonds.  A.M.
Best believes Phoenix's overall financial flexibility remains
somewhat constrained given the company's limited access to the
capital markets and third party liquidity sources.  Additionally,
Phoenix continues to report net annuity fund outflows despite some
early success in becoming a significant provider of fixed
annuities to the middle income marketplace.  Furthermore, Phoenix
continues to grow its consulting business through Saybrus Partners
LP.  As such, A.M. Best expects moderate growth in revenue and
operating earnings, which are likely to remain below historic
levels in the near term.  While credit impairments are trending
sequentially lower overall, A.M. Best notes the potential for
additional credit impairments within the group's below investment
grade bond portfolio.

These debt ratings have been affirmed:

The Phoenix Companies, Inc.:

  -- "bb-" on $300 million 7.45% senior unsecured notes, due 2032

Phoenix Life Insurance Company:

  -- "bb" on $175 million 7.15% surplus notes, due 2034


PHYSICIANS LIABILITY: S&P Holds 'CCCpi' Counterparty Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'CCCpi' counterparty credit and financial strength ratings on
Physicians Liability Insurance Co.

The company's capitalization and liquidity profiles have improved
considerably over the past few years.  However, the company
continues to remain vulnerable to significant earnings volatility,
which -- along with high geographic and product-line
concentrations -- constrained the rating at 'CCCpi'.

Based in Oklahoma City, Okla., Physicians Liability Insurance Co.
offers medical malpractice coverage on a claims-made basis.  The
company, which began operations in 1980, is licensed to operate
only in Oklahoma.


PIONEER GENERAL: S&P Affirms & Withdraws 'BBpi' Ratings
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed and
subsequently withdrew its pi counterparty credit and financial
strength ratings on various companies that are part of groups with
interactive ratings.

Standard & Poor's has taken these rating actions to eliminate
possible confusion concerning the assignment of pi ratings with
companies that are part of interactively rated groups.  Although
Standard & Poor's interactive ratings include a review of the
entire group, the companies had not specifically requested that
Standard & Poor's assign these pi ratings, and maintaining pi
ratings on these companies might wrongly imply that Standard &
Poor's has access only to public information on them.

In accordance with Standard & Poor's surveillance standards, the
ratings were affirmed before they were withdrawn.

                         Ratings Affirmed

     American Mining Insurance Co. Inc. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

       Capital City Insurance Co. Inc. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

       Pioneer General Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

     U.S. Financial Life Insurance Co. (Unsolicited Ratings)

           Counterparty Credit Rating
            Local Currency                        BBpi
           Financial Strength Rating
            Local Currency                        BBpi

                        Ratings Withdrawn

     American Mining Insurance Co. Inc. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

       Capital City Insurance Co. Inc. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

        Pioneer General Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

      U.S. Financial Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi


POINT BLANK: SEC Objects to Plan's $25-Mil. Rights Offering
-----------------------------------------------------------
The Securities and Exchange Commission filed with the U.S.
Bankruptcy Court an objection to disclosure statement with respect
to Point Blank Solutions' proposed Chapter 11 Plan of
Reorganization.

Dow Jones' DBR Small Cap relates that the SEC is taking aim at the
proposed rights offering from Point Blank, whose former managers
are the target of SEC allegations that they defrauded investors.

According to BankruptcyData, the SEC asserts, "PBSI filed
bankruptcy partly due in part to a massive fraud committed by its
former management.  Now the current management of PBSI through the
proposed rights offering is seeking to sell speculative, illiquid
and restricted stock to its public shareholders and general
unsecured creditors without compliance of Section 5 of the
Securities Act of 1993 which requires that every offering be
covered by a registration statement or quality for an exemption
from registration."

According to DBR Small Cap, the SEC is urging the U.S. Bankruptcy
Court in Wilmington, Del., to block Point Blank's exit from
Chapter 11 protection as long as its restructuring calls for a
rights offering of up to $25 million that fails to comply with
federal securities laws requiring the company to register its
securities.

                        Point Blank Plan

A hearing to consider the adequacy of the disclosure statement
explaining Point Blank's plan is scheduled for March 3, 2011.

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: S&P Assigns 'B+' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Attleboro, Mass.-based Precision
Engineered Products LLC.  The outlook is stable.

At the same time, S&P assigned a 'BB-' issue-level rating (one
notch higher than the corporate credit rating) to the company's
$190 million credit facility.  The recovery rating is '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
in a payment default scenario.  The facility includes a
$160 million term loan and $30 million revolver.

"The ratings on PEP reflect its weak business risk profile and
aggressive financial risk profile," said Standard & Poor's credit
analyst Sarah Wyeth.

The company holds a leading position in the niche engineered
products industry.  It manufactures stampings, electrical contacts
and assemblies, specialty and clad metals, and engineered plastic
components, and also provides surface finishing technologies to
its customers.  PEP's end market diversity is limited, primarily
serving the medical, energy management, transportation, and
electronics markets.  The company's presence in medical components
and energy control markets, both of which are modestly insulated
from economic downturns, somewhat offsets its exposure to the
highly cyclical light vehicle industry.

Customer concentration is high.  The vast majority of the
company's sales are in the U.S., but many customers have sales
globally, modestly offsetting the risk of minimal geographic
diversity.  The highly precise specifications of the products and
the small percentage of the customer's total product cost they
comprise enable the company to pass on raw material costs.  This
contributes to the company's stable operating margins.  Relatively
low capital expenditures support positive free cash flow.  S&P
expects the company to maintain its profitability and positive
free cash flow.

PEP has an aggressive financial risk profile.  Pro forma for the
transaction, total debt to EBITDA is about 3.4x (including
operating leases) and funds from operations to total debt is about
15%.  For the ratings, S&P expects total debt to EBITDA of 4x to
5x and FFO to total debt of 10% to 15%.  S&P note that the
members' capital as represented does not pay a dividend.  S&P
expects the company to fund bolt-on acquisitions using accumulated
cash.

The outlook is stable.  S&P could lower the ratings if a cyclical
downturn in PEP's end markets or adverse regulatory changes
resulted in increased competition and weak operating performance.
For example, if declining regulatory support for clean energy
resulted in utilities reducing investment in a smart grid and
lower earnings for PEP, leading to total debt to EBITDA of more
than 5x, S&P could lower the ratings.  S&P could also lower the
ratings if the company's financial policies become more aggressive
than S&P expect.  The company's weak business profile limits the
prospect of an upgrade.


PRIMUS TELECOMMUNICATIONS: S&P Puts 'B-' Rating on $240 Mil. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
issue-level rating and '4' recovery rating to McLean, Va.-based
Primus Telecommunications Holding Inc.'s $240 million senior
secured notes due 2019.  The '4' recovery indicates S&P's
expectation for average (30%-50%) recovery in the event of payment
default for holders of these first-lien secured notes.  The notes
will be sold under Rule 144A without registration rights.

Primus is offering to exchange the new notes for all of its $130
million 13% secured notes due 2016 and for most ($80 million) of
its $114 million 14.25% subordinated notes due 2013.  The
exchanges include premiums.  Primus would also use about $14
million of cash for accrued interest and transaction fees.

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

S&P is placing the 'B' issue-level rating on Primus' outstanding
$130 million senior secured notes due 2016 on CreditWatch with
negative implications.  The exchange offer requires holders of at
least two-thirds of those 13% senior secured notes to agree to the
exchange.  Those 13% noteholders must also consent to certain
amendments in the governing indenture, including an amendment
which would eliminate the collateral currently securing all of the
13% notes.  As a result of the loss of that collateral, S&P
expects to lower the rating on any 13% senior secured notes that
are not exchanged (if any) to 'CCC+' from 'B'.  S&P also
anticipate that the recovery rating on any 13% senior notes that
are not exchanged will be '5', indicating S&P's expectations for
modest (10%-30%) recovery in the event of payment default.

"In S&P's view, the proposed refinancing will modestly improve
Primus' overall financial risk profile by addressing a major
January 2013 refinancing event," said Standard & Poor's credit
analyst Richard Siderman.  Primus' secured 13% notes due 2016 must
be redeemed early, on Jan. 21, 2013, if the 14.25% subordinated
notes are still outstanding at that time.  While the current
exchange offer is for only $90 million of the currently
outstanding $114 million of 14.25% subordinated notes, Primus
indicates its goal to redeem any subordinated notes that remain
after the exchange.  S&P considers the magnitude of the
improvement in Primus' financial risk profile from the proposed
exchange offer to be limited and not sufficient to improve overall
credit quality given what S&P continue to view as a vulnerable
business risk profile.

S&P does not view the pending merger with Arbinet Corp. to be a
material rating consideration.


PRINCETON INSURANCE: S&P Raises Counterparty Rating to 'BBpi'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its counterparty
credit and financial strength ratings on Princeton Insurance Co.
to 'BBpi' from 'Bpi'.

The rating action reflects the company's improved operating
results and good capitalization, offset by very high geographical
and product-line concentrations.

Based in Princeton, N.J., Princeton Insurance is a stock
property/casualty insurance company and primarily underwrites
medical malpractice and workers' compensation coverages.
Princeton commenced operations in 1982 and is a wholly owned
subsidiary of MLMIC Holding Co. Inc., a downstream holding company
that is 100% owned by Medical Liability Mutual Insurance Co.

The company is rated on a stand-alone basis.


PRINT SERVICE: Tax Dept. Has Valid Lien on Sold Printing Press
--------------------------------------------------------------
Bryan F. Gill, the Chapter 7 trustee of Print Service, Inc., sold
a printing press for $60,000.  The Calcasieu Parish School Board,
Sales & Use Tax Department, filed a limited objection to the sale
motion claiming a statutory lien on the printing press arising
from unpaid sales and use taxes.  The Chapter 7 Trustee took the
position that the Tax Department's lien was not properly recorded
and, therefore, could be avoided under 11 U.S.C. Sec. 545.  The
parties agreed to allow the sale to proceed and to reserve the
question of the Tax Department's lien.  If valid, the Tax
Department's lien would attach to the proceeds from the sale.

In his February 11, 2011 Memorandum Ruling, available at
http://is.gd/nbTnSnfrom Leagle.com, Bankruptcy Judge Robert
Summerhays agreed with the Tax Department that its notice of tax
lien was properly filed under Louisiana Revised Statute 47:337.65,
and that this filing perfected its lien as to bona fide
purchasers.  Accordingly, the Chapter 7 Trustee has no grounds to
avoid the Tax Department's lien under 11 U.S.C. Sec. 545.  The
Court sustains the Tax Department's objection to the distribution
of sale proceeds that are subject to the Tax Department's lien.

Print Services, Inc., filed for Chapter 11 relief (Bankr. W.D. La.
Case No. 09-20861) on September 23, 2009.  The case was converted
to a case under Chapter 7 of the Bankruptcy Code.


PROLOGIS INC: S&P Affirms 'BB' Rating on Preferred Stock
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' corporate
credit rating on ProLogis, as well as its 'BBB-' and 'BB' ratings
on the company's senior notes and preferred stock, respectively.
At the same time, S&P removed the ratings from CreditWatch, where
they were placed with negative implications on Jan. 28, 2011. The
outlook is stable. S&P's ratings on AMB Property Corp. and its
operating subsidiary, AMB Property L.P., remain on CreditWatch
negative following the recently announced planned merger with
ProLogis.

"The rating affirmations on ProLogis and stable outlook reflect
S&P's view of the benefits of the proposed combination of the two
companies' business and financial risk profiles," said credit
analyst George Skoufis.  "S&P now sees diminished likelihood that
S&P would downgrade ProLogis if the transaction proceeds as
currently proposed.  S&P expects to resolve its CreditWatch
listings on AMB over the next several weeks as the merger
transaction progresses and additional information is available,
including legal structure and integration plans."

The stable outlook on ProLogis reflects S&P's view of the benefits
of the proposed combination.  S&P now sees diminished likelihood
that will downgrade ProLogis if the transaction proceeds as
currently proposed.  However, S&P would reassess its ratings on
ProLogis if the transaction terms change or if the merger is
terminated.


REDWINE RESOURCES: Taps BlackBriar to Advise on Wind-Down
---------------------------------------------------------
Redwine Resources Inc. asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to employ BlackBriar
Advisors LLC as its financial consultant, and terminate the
employment of BBK Ltd.

On Aug. 5, 2010, the Court authorized the Debtor to employment BBK
Ltd. as its financial consultants.

The Debtors said that the retention of BlackBriar, in replacement
of BBK, at this point in the Chapter 11 cases is necessary and
appropriate to the timely and expeditious wind down of the
Debtors' business and financial affairs, and the dismissal of
their cases.  Because the BlackBriar professionals include the
same professionals who have been serving as financial consultants
to the Debtors during their cases, the employment of BlackBriar
provides the Debtors is necessary to continue the administration
and finalization of the Debtors' cases and financial affairs
without unnecessary interruption.  Retaining new financial
consultants, including any BBK professional, would likely result
in the Debtors incurring more fees and expenses because any non-
BlackBriar professionals would need to spend significant time to
learn about the Debtors

BlackBriar will be compensated on an hourly basis for the services
provided.  The rates for services vary from:

   i) $495 per hour for Managing Directors;
  ii) $425 for Senior Directors;
iii) $375 per hour for Directors; and
   v) $320 per hour for Managers.

Pursuant to an engagement letter, Lyndon James, Partner of
BlackBriar, will charge at $200 per hour.

The Debtor assures the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                      About Redwine Resources

Based in Dallas, Texas, Redwine Resources, Inc., acquires and
invests in both producing and non-producing leasehold and mineral
interests across the United States, with a primary focus in
Colorado, Indiana, New Mexico, Oklahoma, Texas and Wyoming.
Redwine Resources acquires interests in target areas where the
geology is defined and productive, and in areas established
operators have targeted, or are reasonably anticipated to soon
target for development, based upon known drilling trends.  After
acquisition of the interests, the Company participates as working
interest owners in the drilling of wells on its leases or
repackages the leases for sale to operators and investors.

Redwine Resources and its affiliates filed for Chapter 11
protection on June 4, 2010 (Bankr. N.D. Tex. Case No. 10-34041).
Judge Barbara J. Houser presides over the cases.  Michael R.
Rochelle, Esq., at Rochelle McCullough LLP, in Dallas, serves as
the Debtors' counsel.  The Debtor estimated assets and debts at
$10 million and $50 million in both assets and debts.

Substantially all of the Debtors' assets are encumbered by a first
priority security interest in favor of Bank of America, N.A., and
Bank of America is significantly undersecured.


REGAL CINEMAS: Moody's Assigns 'Ba2' Rating to $1 Bil. Loan
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Regal Cinemas
Corporation's updated senior secured, approximately $1.0 billion,
term loan facility (Regal Cinemas is an operating/holding
subsidiary of publicly traded Regal Entertainment Group.  Since
the new term loan facility replaces an existing facility of the
same size, the transaction is neutral to Regal's consolidated
credit profile and its B1 Corporate Family Rating and B1
Probability of Default Rating remain unchanged.

The new facility has two positive features, reduced pricing and a
slightly extended term, but is otherwise unchanged from the
existing facility.  The refinance transaction follows last week's
add-on note issue that Moody's viewed as having positive
implications, extending weighted average term to maturity of the
company's debt and re-balancing Regal's consolidated credit
profile more evenly amongst senior secured, senior unsecured and
senior unsecured holdco funding sources.  These positive
developments follow a credit-negative event in which Regal paid a
$216 million special dividend and announced an increase in its
regular dividend.

This summarizes the rating actions and Moody's ratings for Regal
and related entities:

Ratings and Outlook Actions:

Issuer: Regal Cinemas Corporation

  -- Senior Secured Bank Credit Facility, Assigned Ba2 (LGD2, 22%)

  -- Senior Unsecured Regular Bond/Debenture, unchanged at B2
     (LGD4, 68%)

  -- Outlook, Unchanged at Stable

Issuer: Regal Entertainment Group

  -- 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
  -- Senior Unsecured Notes, unchanged at B3 (LGD6, 91%)

                        Ratings 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 approximately 15% of gross
unadjusted debt.  With $130 million of cash balances at
December 30, 2010 (pro forma for the pending redemption of
$75 million convertible notes in March 2011), 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.  However,
Moody's think the company's operating environment is gradually
becoming more challenging as theatric windows continue to shrink
and on-line distribution gains momentum.  While Moody's do not
want to read too much into one or two quarters of poor
performance, the second half of 2010 was disappointing.  If
Moody's abstract from attendance declines and look at longer term
issues, Moody's observe debt per unit of capacity (theater and
screen -- industry participants do not disclose per seat figures)
growing while equivalent EBITDAR figures deteriorate.  Should
these trends continue, it is unlikely that Regal will be able to
maintain its B1 CFR.

                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.

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.

                        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.


RMAA REAL ESTATE: Hearing on Conversion Continued to March 22
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern of District of Virginia
has continued until March 22, 2011, at 11:00 a.m., the hearing to
consider the request to dismiss -- or convert to Chapter 7 -- the
involuntary Chapter 11 case filed against RMAA Real Estate
Holdings, LLC.

As reported in the Troubled Company Reporter on Feb. 4, 2011,
W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, sought for
the dismissal or conversion and explained that the Debtor's only
assets appear to be causes of action relating to a single piece of
real estate, a house, located in Leesburg, Virginia, and that the
merits of these causes of action can best be evaluated and acted
upon by a disinterested trustee in Chapter 7.

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

                      About RMAA Real Estate

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

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


ROUND TABLE: Bankruptcy Judge Approves First Day Motions
--------------------------------------------------------
Steve Green at Las Vegas Sun reports that a federal bankruptcy
judge in Oakland approved the "first day" motions for Round Table
Pizza Inc. allowing it to use lenders' cash collateral for
operations, to pay employee wages and benefits and to honor gift
certificates and promotions, among other things.

                      About Round Table Pizza

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

The Company filed for Chapter 11 bankruptcy protection on Feb. 9,
2011 (Bankr. N.D. Calif. Case No. 11-41431).  Judge Roger L.
Efremsky presides the case.  Scott H. McNutt, Esq., at McNutt Law
Group represents the Debtor.  The Debtor estimated both assets and
debts of between $10 million and $50 million.


S&G ASSOCIATES: Silvias-Owned Entity in Chapter 11
--------------------------------------------------
Craig M. Douglas at the Boston Business Journal reports
Floyd and Ronald Silvia, the owners of a prominent custom-home and
commercial development firm in Osterville, have voluntarily sought
Chapter 11 bankruptcy protection for another of their real estate
businesses, S&G Associates of Duxbury.

According to the report, Floyd and Ronald Silvia, brothers and
business partners, own or are principals with a handful of
Massachusetts-chartered businesses along the South Shore and Cape
Cod.

S&G Associates was incorporated in 2006 to primarily engage in the
acquisition, development and management of real estate.

S&G Associates LLC filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 11-10868) on Feb. 4, 2011.  Gary W. Cruickshank, Esq., in
Boston, Massachusetts, serves as counsel to the Debtor.   The
Debtor estimated assets and debts of $1 million to $10 million as
of the Chapter 11 filing.


SALPARE BAY: Has Until March 11 to Submit Amended Plan and Outline
------------------------------------------------------------------
The Hon. Trish M. Brown of the U.S. Bankruptcy Court for the
District of Oregon extended until March 11, 2011, Salpare Bay,
LLC's deadline to file an Amended Plan of Reorganization and
Disclosure Statement.

The Debtor explained that it is negotiating the terms of the
Amended Plan and Disclosure Statement with its creditors.

The Debtor is represented by:

     Tara J. Schleicher, Esq.
     FARLEIGH WADA WITT
     121 SW Morrison Street, Suite 600
     Portland, OR 97204-3136
     Tel: (503) 228-6044
     Fax: (503) 228-1741
     E-mail: TSchleicher@fwwlaw.com

                        About Salpare Bay

Vancouver, Washington-based Salpare Bay LLC operates a
condominium.  Salpare Bay filed for Chapter 11 bankruptcy
protection on June 7, 2010 (Bankr. D. Ore. Case No. 10-35333).
Tara J. Schleicher, Esq., who has an office in Portland, Oregon,
represents the Debtor.  The Company estimated assets and debts at
$10 million to $50 million.

A creditors committee has not been appointed in this case.


SARABAY LLC: Files Management Summary of Real Estate
----------------------------------------------------
Michael Braga at the Herald-Tribune reports that Sarabay LLC, a
Sarasota company managed by dentist and real estate investor
Kenneth S. Liszewski, has not yet filed formal schedules of assets
and liabilities.  The Company's attorney, Bernard J. Morse,
however, submitted a management summary that lists real estate and
moneys owed to secured creditors.

List of the real estate and prices paid by Mr. Liszewski:

  1) 7442 N. Tamiami Trail, Sarasota

  2) 1880 Arlington St., Suite 204, Sarasota
     Description: 840-square-foot medical office
     Date Purchased: 11/13/08
     Price: $73,600

  3) 2477 Stickney Point Rd., Suite 109B, Sarasota
     Description: 588-square-foot medical office
     Date Purchased: 4/30/04
     Price: $87,000

  4) 1906 59th St W., Suite C, Bradenton
     Description: 1,350-square-foot medical office
     Date Purchased: 4/16/06
     Price: $300,000

List of the Company's secured creditors:

     Creditor              Amount Owed
     --------              -----------
     Stearns Bank          $232,759
     Northern Trust        $652,322
     Priority Tax Claims   $18,448

Sarabay, LLC, dba Sarabay Professional Building Partnership, filed
for Chapter 11 protection (Bankr. M.D. Fla. Case No. 11-01342) on
Jan. 27, 2011.  The Debtor estimated assets of $500,000 to
$1,000,000 and debts of up to $500,000 as of the Petition Date. A
copy of the petition is available for free at
http://bankrupt.com/misc/flmb11-01342.pdf


SANSWIRE CORP: Names Tijuana Flats Ex-Comptroller as New CFO
------------------------------------------------------------
On Feb. 8, 2011, Sanswire Corp. announced that it has hired
Jeffrey Sawyers as its Chief Financial Officer and Treasurer.
Mr. Sawyers, age 55, has over 30 years of diversified financial
management experience.  Most recently, from 2008 to 2010,
Mr. Sawyers served as the Corporate Controller for Tijuana Flats,
a restaurant chain with approximately 70 corporate, joint venture
and franchise restaurants, where he was responsible for all the
external financial accounting and reporting systems, audit and tax
management, and banking relationships.  Prior to that from 2004 to
2008, Mr. Sawyers served as Director of Finance and Special
Projects at Curascript, Inc. and before that was the Assistant
Controller at Priority Healthcare which was acquired by Express
Scripts and combined with their subsidiary Curascript, Inc.  In
these positions, Mr. Sawyers was responsible for among other
things preparation of all Securities and Exchange Commission
filings as well as financial reporting, corporate accounting and
treasury functions.  None of those companies is a parent,
subsidiary or other affiliate of the Company.

Mr. Sawyers is a certified public accountant and a certified
management accountant.  He earned a Bachelor of Arts in Accounting
from the University of South Florida in 1978 and then spent three
years as a senior accountant at KPMG Peat Marwick.

In connection with Mr. Sawyers' hiring as the Chief Financial
Officer and Treasurer of the Company, the Company and Mr. Sawyers
executed an Employment Agreement, dated as of February 8, 2011,
providing for certain compensation arrangements and benefits.  The
Employment Agreement provides for an annual salary of $100,000 per
year and six months severance on a termination without Cause by
the Company.  Mr. Sawyers is eligible for an annual bonus at the
discretion of the Board of Directors.  The Employment Agreement
also includes one year noncompetition and non-solicitation
provisions as well as confidentiality and inventions assignment
provisions.  Mr. Sawyers also entered into an Indemnification
Agreement with the Company.

On February 8, 2011, Mr. Sawyers also received an option to
purchase 1,500,000 shares of Common Stock at an exercise price of
$0.07 per share, which was the closing price of the Company's
Common Stock on the date the Company's Board of Directors approved
the issuance of the Sawyers Option, pursuant to an Option
Agreement.  The Sawyers Option is immediately vested as to 500,000
shares with the remainder vesting quarterly over the next eighteen
months and provides for acceleration in full on a Change of
Control of the Company.  The Sawyers Option is exercisable until
the earlier of three years from the effective date or 90 days
after the termination of Mr. Sawyers' employment with the Company.

There is no understanding or arrangement between Mr. Sawyers and
any other person pursuant to which Mr. Sawyers was appointed as
Chief Financial Officer and Treasurer.  Mr. Sawyers does not have
any family relationship with any director, executive officer or
person nominated or chosen by the Company to become a director or
an executive officer.  Mr. Sawyers has never had a direct or
indirect material interest in any transaction or proposed
transaction, in which the Company was or is a proposed participant
exceeding $120,000, other than the Employment Agreement and the
Sawyers Option described above which were entered into in
connection with his employment.

                        About Sanswire Corp.

Aventura, Fla.-based Sanswire Corp. develops, markets and sells
autonomous, lighter-than-air unmanned aerial vehicles capable of
carrying payloads that provide persistent security solutions at
low, mid and high altitudes.  The Company's airships are designed
for use by government-related and commercial entities that require
real-time intelligence, surveillance and reconnaissance support
for military, homeland defense, border and maritime missions.

The Company's balance sheet as of Sept. 30, 2010, showed
$1.6 million in total assets, $20.4 million in total liabilities,
and a stockholders' deficit of $18.8 million.  The Company had a
working capital deficit of $20.2 million and an accumulated
deficit of $142.4 million at Sept. 30, 2010.

As reported in the Troubled Company Reporter on April 14, 2010,
Rosen Seymour Shapss Martin & Company 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 has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.


SCANDIA FAMILY: Working Its Way Out of Chapter 11
-------------------------------------------------
Jennifer Huffman at the Napa Valley Register reports that Scandia
Family Fun Center in Fairfield is trying to work its way out of
Chapter 11 bankruptcy.

According to Finn Jensen, son of Scandia founder Gert Jensen, a
Napa family-owned Scandia was hurt by a tough economy, failed
expansion plans, increased competition from other entertainment
venues and a troubled bank loan.

The Napa Valley Register relates that since filing for bankruptcy
protection in September, the business has reorganized and is
recovering.  "We've made changes.  We've cut back on all
unnecessary expenditures and paid off a few things," Mr. Finn was
quoted stating.

The Debtor disclosed assets of $5.8 million and liabilities of
$4 million as of the Petition Date.  The Debtor owes Napa
Community Bank $5.3 million from a loan.

Scandia earned $2.6 million between June 2008 and May 2009, $2.4
million between June 2009 and May 2010, and $830,721 between June
2010 and Sept. 2, 2010.

According to the report, a person with knowledge of the filing
said the tipping point for the bankruptcy came when loan
negotiations with Napa Community Bank fell through after Rabobank
acquired the former community bank in early 2010.  "We were
working on a plan to settle everything and then Rabobank took over
Napa Community Bank and the conversation basically stopped from
their end.  We were tying to work with their people. We had a plan
and they decided they didn't want it.  We are still hoping for a
resolution with the bank," the person said.

Napa Valley Register, citing court documents, notes a breach of
contract lawsuit against the Fairfield fun center was filed in
Solano County Superior Court on behalf of Napa Community Bank.
That case is pending.


SCHUTT SPORTS: Wins Court Approval of Riddell Settlement
--------------------------------------------------------
Dow Jones' DBR Small Cap reports that Schutt Sports Inc.'s
bankruptcy estate won court approval of a wide-ranging settlement
with such creditors as rival Riddell Inc., which agreed to drop a
long-running court battle over football-helmet patents.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the settlement designed to pay off major creditors
immediately and permit confirmation of a liquidating Chapter 11
plan for everyone else.

The parties agreed on the allocation of the proceeds from the sale
of Schutt's assets to an affiliate of Platinum Equity LLC.
The settlement provides for these terms:

  -- $7.5 million of sale proceeds held in escrow for payment of
     critical suppliers will be distributed as follows:

     * Critical suppliers will be paid $5.3 million from the
       escrow;

     * General unsecured creditors will receive $400,000;

     * Creditors who supplied goods within 20 days of bankruptcy
       will split $800,000;

     * Windjammer Mezzanine & Equity Fund II LP, the holder of a
       $17.4 million subordinated mezzanine note, will be paid
       $1 million.

  -- Riddell's claim will be approved for $29 million.  In full
     satisfaction of the claim, it will be paid $1 million cash
     from Schutt's cash when the settlement is approved.  Riddell
     will also have an additional approved $70,000 administrative
     claim that likewise will be paid immediately, in full.

Schutt and the Official Committee of Unsecured Creditors are to
file a liquidating plan so remaining assets can be distributed to
creditors.

                        About Schutt Sports

Headquartered in Litchfield, Illinois, Schutt Sports, Inc. -- fka
Schutt Manufacturing Company, Schutt Sports Manufacturing Co.,
Schutt Sports Distribution Company, and Schutt Athletic Sales
Company -- and its affiliates manufactured team sporting
equipment, primarily for football, baseball and softball.

Schutt Sports filed for Chapter 11 bankruptcy protection on
September 6, 2010 (Bankr. D. Del. Case No. 10-12795).  The Company
was forced into Chapter 11 by a $29 million patent-infringement
judgment in favor of competitor Riddell Inc.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel.  Ernst & Young is the
Debtor's financial advisor.  Oppenheimer & Co., Inc., is the
Debtor's investment banker. The Official Committee of Unsecured
Creditors tapped Lowenstein Sandler PC as its counsel.

The Debtor estimated its assets and debts at $50 million to
$100 million as of the Petition Date.

Platinum Equity in December 2010 completed the acquisition of
substantially all the assets of Schutt Sports through a
transaction conducted under Section 363 of the U.S. Bankruptcy
Code, and Schutt Sports, Inc.'s Chapter 11 estate changed its
name to SSI Liquidating, Inc.


SEAHAWK DRILLING: Asks for Court's Okay to Use Cash Collateral
--------------------------------------------------------------
Seahawk Drilling, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of Texas to use the
cash collateral securing their obligation to their prepetition
lenders.

On Aug. 4, 2009, the Debtors entered into a revolving credit
facility with a group of lenders that matures Sept. 30, 2011.  The
Revolving Credit Facility had an initial facility amount of up to
$36.0 million subject to availability and a borrowing base, as
defined in the Revolving Credit Agreement.  Up to $27.0 million of
the Revolving Credit Facility is available to issue letters of
credit, and up to $36.0 million of the Revolving Credit Facility
is available for revolving credit loans.  Loans made under the
Revolving Credit Facility were permitted to be used by the Debtors
only to fund reactivation capital expenditures and related working
capital, and letters of credit issued under the Revolving Credit
Facility were permitted to be used by Seahawk for general
corporate purposes.  The facility is secured by 15 of the Debtors'
rigs and substantially all of the Debtors' other assets, including
accounts receivable, spare parts and certain cash and cash
equivalents.  The net book value of the assets that secure the
credit facility is approximately $405 million.  As of the Petition
Date, the Debtors were current on all required payments under the
Revolving Credit Facility.

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 Debtors believe that the Lenders are adequately protected in
these cases.  The Debtors intend to provide further adequate
protection to the Lenders for the use of cash collateral by
offering to maintain the going concern value of the Lenders'
alleged collateral by using the cash collateral to continue to
operate the Debtors' businesses.  The Debtors propose to provide
the Lenders with postpetition replacement liens -- to the extent
of any postpetition diminution in value of the pre-petition
collateral -- on (i) all of the Debtors' postpetition property of
the same kind or character as the pre-petition collateral, and
(ii) any proceeds or profits from the pre-petition collateral.

                     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 Kurtzman Carson as Claims & Balloting Agent
------------------------------------------------------------------
Seahawk Drilling, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Kurtzman Carson Consultants LLC as claims, balloting, and noticing
agent.

KCC will, among other things:

     a. prepare and serve required notices;

     b. receive, examine, and maintain copies of all proofs of
        claim and proofs of interest filed in the Chapter 11
        cases;

     c. docket all claims received, maintaining the Claims
        Register for the Debtors on behalf of the Clerk, and
        provide the Clerk with immediate Web access to the Claims
        Register upon request; and

     d. provide access to the public for examination of claims and
        the claims register at no charge.

Prior to the Petition Date, the Debtors paid $25,000 as a retainer
for case administration services to be rendered by KCC.  KCC will
charge and the Debtor for its services, expenses and supplies at
the rates or prices set by KCC and in effect as of the date of its
service agreement in accordance with the KCC Fee Structure.  A
copy of the Agreement is available for free at:

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

Albert Kass, Vice President of Corporate Restructuring Services of
KCC, assures the Court that the firm is a "disinterested person"
as that term defined in Section 101(14) of the Bankruptcy Code.

                     About 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.

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 Hire Jordan Hyden as Co-Counsel
----------------------------------------------------------
Seahawk Drilling, Inc., et al., ask for authorization from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Jordan, Hyden, Womble, Culbreth & Holzer, P.C., as co-counsel.

Jordan Hyden will, among other things:

     (a) prepare schedules and statements required by the
         U.S. Bankruptcy Code;

     (b) prepare applications, notices, answers, adversaries,
         orders, reports, and other legal papers related to the
         Debtors' obligations and operations under Chapter 11 of
         the Bankruptcy Code;

     (c) negotiate a Chapter 11 plan satisfactory to parties-in-
         interest, and to prepare a Disclosure Statement which
         will be submitted to parties-in-interest; and

     (d) perform all other legal services for Debtors as may be
         necessary and appropriate to advise, instruct, assist, or
         otherwise perform the Debtors' duties under Chapter 11 of
         the Bankruptcy Code.

Jordan Hyden will be paid based on the rates of its professionals:

            Attorneys                            Hourly Rate
            ---------                            -----------
         Shelby A. Jordan                            $525
         Harlin C. Womble, Jr.                       $475
         Nathanial Peter Holzer                      $425
         Kenneth Culbreth                            $375
         Susan M. Womble                             $250
         Antonio Ortiz                               $180

           Legal Assistants
           ----------------
         Barbara Smith                               $165
         Shaun Jones                                 $155
         Ron Richardson                               $95
         Melba Ramirez                                $95
         Linda Salyers                                $75

Nathaniel Peter Holzer, Esq., assures the Court that the firm is a
"disinterested person" as that term defined in Section 101(14) of
the Bankruptcy Code.

                     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.  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.


SEDONA DEVELOPMENT: Plan Outline Hearing Scheduled for March 9
--------------------------------------------------------------
The Hon. Judge Redfield T. Baum of the U.S. Bankruptcy Court for
the District of Arizona will convene a hearing on March 9, 2011,
at 10:00 a.m., to consider adequacy of the Disclosure Statement
explaining Sedona Development Partners, LLC, and The Club at Seven
Canyons, LLC's Plan of Reorganization.

The Debtors 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 will initially be
funded by a capital infusion in the amount of the new value by,
and for the benefit of, the Debtors' interest holders.  The new
value infusion will provide for the payment of all amounts
necessary to funded on the Effective Date of the Plan.  The
interest holders will place $250,000 in escrow in the trust
account of the Debtor's bankruptcy counsel on or before the
Confirmation Date.  These funds will become a part of the estate
and fund the obligations, including the reserve account, at
confirmation only in the event that the interest holders, under
the terms of a Confirmation Order that has become a Final Order,
are determined to have acquired the equity interests in the
Reorganized Debtor.

Claims will be treated as follows:

   -- Holders of secured claims will be paid in full with interest
      at the Plan Rate, over a period of seven to 10 years.

   -- With respect to club members holding unsecured claims
      aggregating $26,804,350, the Debtor intend assume the
      Membership Plan and each Membership Agreement and do not
      intend to alter the Members' rights under the Membership
      Plan or Membership Agreement, except that, the Debtors
      intend to allow limited public play at the Golf Course in
      order to increase operating revenue.

   -- Holders of general unsecured claims against Sedona
      Development Partners and The Club at Seven Canyons will
      share, pro rata, in a distribution of $2,000,000 in cash
      paid by the Reorganized Debtor from the "new value
      contribution."

   -- Unsecured claims of Villas Association and Road Association
      will be paid in full by the Reorganized Debtor from the new
      value contribution.

   -- Unsecured claims of Seven Canyons Lot Holdings will share,
      pro rata, in a distribution of $100,000 in cash paid by the
      Reorganized Debtor from the new value contribution.

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

                About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection on May 27, 2010 (Bankr. D. Ariz. Case No. 10-16711).
The Club At Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  Polsinelli Shughart PC
assists the Debtors in their restructuring efforts.  Lender
Specialty Trust is represented by Joseph E. Cotterman, Esq., and
Nathan W. Blackburn, Esq., at Gallagher & Kennedy, P.A.  Sedona
disclosed $29,171,168 in assets and $121,679,994 in liabilities.


SHUBH HOTELS PITTSBURGH: Owner Settles With BlackRock
-----------------------------------------------------
Mark Belko at the Pittsburgh Post-Gazette reports that attorneys
for Tampa-based cardiologist Kiran C. Patel stated that he and New
York lender BlackRock Financial Management Inc. had reached "an
oral settlement" in the case after a full day of mediation earlier
in the week.  The settlement could bring the city's largest hotel
out of bankruptcy and get a half-finished expansion project moving
again.  No terms of the apparent settlement were included in the
court document.

The Post-Gazette, citing court documents, notes the settlement
would require modifications to the cardiologist's Chapter 11 plan
of reorganization, suggesting that he would retain at least some
control over the Downtown landmark.

Dr. Patel became equity owner of Shubh Hotels Pittsburgh, the
former Hilton owner, last fall.  The hotel has been reflagged as
the Wyndham Grand Pittsburgh under Wyndham Hotel and Resorts since
he took control.

                  About Shubh Hotels Pittsburgh

Boca Raton, Florida-based Shubh Hotels Pittsburgh, LLC, owns and
operates the largest hotel in the City of Pittsburgh.  For roughly
50 years, the Hotel operated as a Hilton franchise.  Hilton
terminated the Hilton Franchise Agreement by letter dated
September 1, 2010.  The Debtor filed for Chapter 11 bankruptcy
protection on September 7, 2010 (Bankr. W.D. Pa. Case No.
10-26337).  Scott M. Hare, Esq., in Pittsburgh, Pennsylvania, and
attorneys at Rudov & Stein, P.C., serve as co-counsel.  The Debtor
estimated its assets at $10 million to $50 million and debts at
$50 million to $100 million.


SIGNAL HILL: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Signal Hill Crossroads, LLC
        9406 Regency Crest Drive
        Vienna, VA 22181

Bankruptcy Case No.: 11-60365

Chapter 11 Petition Date: February 14, 2011

Court: U.S. Bankruptcy Court
       Western District of Virginia (Lynchburg)

Judge: William E. Anderson

Debtor's Counsel: Douglas E. Little, Esq.
                  DOUGLAS E. LITTLE, ATTORNEY AT LAW
                  P.O. Box 254
                  Charlottesville, VA 22902
                  Tel: (434) 977-4500
                  E-mail: delittleesq@aol.com

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

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

The petition was signed by Stephen C. Vento, manager of BRS
Partners, LLC.

Debtor's List of 8 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Agpro, LLC                         --                     $300,000
11504 Cemetery Road
Bealeton, VA 22712

BRS Partners, LLC                  --                     $188,750
9406 Regency Crest Drive
Vienna, VA 22181

Weber Realty Research              --                      $18,750
6423 Laurel Valley Road
Dallas, TX 75248

Davies Barrell                     --                       $7,984

Tom Trumble, CPA                   --                       $1,800

James Ratliff                      --                       $1,300

Bernice Pullen                     --                         $500

Fleur de Lis, LLC                  --                         $325


SONRISA REALTY: Plan to Sell Assets to Tanger Hits Roadblock
------------------------------------------------------------
Hayley Kappes at The Daily News reports that Sonrisa Realty and
Sonrisa Properties filed reorganization plans include the sale of
35 acres to Tanger Factory Outlet Centers for $8.7 million.

Compass Bank, however, objected to Sonrisa's sale plan and instead
filed liquidation plans that include an auction sale of the
Sonrisa property.

Galveston County also objected to Sonrisa's plan to sell the acres
to Tanger Factory because the county holds a claim for delinquent
property taxes against Sonrisa totaling $33,684 for 2007 through
2010.

Sonrisa has objected to Compass' liquidation plan, according to
The Daily News.

A hearing regarding the plans and objections is scheduled Feb. 22,
2011, in bankruptcy court in Houston.

                About Sonrisa Realty Partners, Ltd.

League City, Texas-based Sonrisa Realty Partners, Ltd., was formed
to own, develop, and sell unimproved real property.  The Company
filed for Chapter 11 protection (Bankr. S.D. Texas Case No. 10-
30084) in Houston on January 4, 2010.  Karen R. Emmott, Esq., in
Houston, Texas, represents the Debtor.  The Company estimated
$10 million to $50 million in assets and $1 million
to $10 million in liabilities.  In February 2010, the case was
transferred to the Galveston Division.  The case was assigned a
new case number, Case No. 10-80026.


SOUTHERN LIFE: S&P Downgrades Counterparty Credit Rating to 'Bpi'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty and financial strength ratings on Southern Life &
Health Insurance Co. to 'Bpi' from 'BBBpi' and subsequently
withdrew the ratings, as a result of insufficient market interest
and the company's limited business activity.

The downgrade primarily reflects the company's weak capitalization
and liquidity as measured by S&P's model.  Although the company's
operating performance is generally good, its earnings have been
declining.  Also limiting to the ratings is the company's
geographical and product line concentration.  As of year-end 2009,
100% of Southern Life and Health's premiums were out of Texas, and
the company offers only individual annuity products.

Southern Life and Health Insurance was established in 1988 and is
incorporated in Alabama.  The company is licensed in seven states.

The company is rated on a stand-alone basis.


SPANISH POINT: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Spanish Point, LP, filed with the U.S. Bankruptcy Court for the
Northern District of Texas a list of its largest unsecured
creditors, disclosing:

        Entity                                    Claim Amount
        ------                                    ------------
1. GDF Suez Energy Resources                         $33,623
   NA
   P.O. Box 25237
   Lehigh Valley, PA 18002

2. City of Dallas                                     $16,113
   Dallas Water Utility
   City Hall, 1AN
   Dallas, TX 75277

3. City of Dallas                                     $10,800
   Special Collections Division
   1500 Marilla Street, Room 2/D/S
   Dallas, TX 75201

4. Gundle Holdings, Inc.                               $6,483

5. AZ Partsmaster                                      $1,292

6. McMahan's Flooring, Inc.                            $1,238

7. Stowe's Independent Service, LLC                      $950

8. Elena's Maid Service                                  $860

9. Sierra Utility Billing Services                       $779

10. Imperial Carpet Paint and Resurface                  $573

11. Birdsong Electric, Inc.                              $568

12. Trak-1 Technology                                    $470

13. Quill Corporation                                    $277

14. Lorraine's Office Products                           $157

15. Maintenance Supply Headquaters                       $112

16. Apartment Association of Greater Dallas              $109

17. Hico Distributing, a Division of Balloon
    Products of American, Inc.                            $77

18. Teter's Faucet Parts Corp.                            $30

Dallas, Texas-based Spanish Point, LP, owns 300 unit apartment
community located at 4121 Harvest Hill Road, Dallas, Texas 75244,
commonly referred to as Spanish Point Apartments.

Spanish Point filed for Chapter 11 bankruptcy protection on
November 1, 2010 (Bankr. N.D. Tex. Case No. 10-37791).  Vickie L.
Driver, Esq., at Coffin & Driver, PLLC, assists the Debtor in its
restructuring effort.  The Debtor disclosed $11,185,623
in assets and $11,109,385 in liabilities as of the Chapter 11
filing.


SPIRIT FINANCE: S&P Raises Corporate Credit Rating to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on real estate investment trust Spirit Finance Corp. to
'CCC+' from 'CCC-'.  S&P also raised its rating on the company's
term loan to 'CCC+' from 'D' and S&P revised its recovery rating
on this debt to '4' from '5', indicating its expectation of
average recovery (30%-50%) in the event of a payment default.  The
rating outlook is stable.

"S&P's ratings and outlook on Spirit Finance Corp. reflect the
company's high leverage and slightly improved [albeit still slim]
covenant cushion," said Standard & Poor's credit analyst Elizabeth
Campbell.  Spirit's credit ratios relative to its term note
covenants have improved, and S&P expects the company to maintain
its current covenant cushion during 2011 as portfolio occupancy
has performed better than S&P had expected.  In addition,
occupancy and rent in the retail sector overall has begun to
recover from cyclical lows in occupancy and rent.  S&P considers
the company's business profile to be vulnerable and its financial
profile highly leveraged.  S&P considers liquidity adequate for
2011.  However, the company's liquidity remains less than adequate
to meet its significant August 2013 debt maturity.

The prior 'D' rating on the term loan reflected Spirit's
repurchase last year of $51 million of its term loan at less than
par.  Following the Feb. 11, 2011, expiration of the company's
term loan repurchase authorization, S&P no longer expect the
company to pursue discounted repurchases.

Spirit is a privately held REIT that focuses on the ownership of
triple-net-leased retail properties under long-term leases.  The
company is a subsidiary of Redford Holdco LLC (unrated), which is
a private holding company owned by a consortium of foreign and
domestic investors.  Spirit's balance sheet included $3.71 billion
in gross investments in real estate at Sept. 30, 2010, and its
debt totaled $2.8 billion, including a rated term loan ($799
million outstanding).  The company owned or financed 1,155
properties in 45 states.

The outlook is stable.  The corporate credit rating reflects
Spirit's high leverage and longer-term recapitalization need.  S&P
would lower the rating if the recent improvements in debt coverage
and leverage covenants reverse course.  Alternatively, S&P would
reassess the rating, with upgrade consideration a possibility, if
the company materially deleverages its balance sheet (amid stable
portfolio operating performance) in advance of its 2013 debt
maturity.


STATE VOLUNTEER: S&P Raises Counterparty Credit Rating From 'BBpi'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
counterparty credit and financial strength ratings on State
Volunteer Mutual Insurance Co. to 'BBBpi' from 'BBpi'.

The ratings reflect the company's strong capitalization and strong
operating performance.  Offsetting these positive factors are the
company's high geographic and product-line concentrations, mainly
as a medical malpractice insurance provider in Tennessee, and
potential reserve deficiency attributed to high reserve releases
over the last three years.

Based in Brentwood, Tenn., SVMI writes medical malpractice
insurance.  The company, which commenced operations in 1976, is
100%-owned by its policyholders and operates principally in
Tennessee.

The company is rated on a stand-alone basis.


STL MANAGEMENT: Charleston KFCs Owner Files in Chapter 11
---------------------------------------------------------
Eric Sanderson at BankruptcyHome.com reports that reports that STL
Management, owner and operator of six KFC restaurants in the
Charleston, South Carolina, said it filed for Chapter 11
bankruptcy to have time to reorganize its finances.  Most of STL's
$480,000 is owed to KFC on account of advertising.

BankruptcyHome notes that many restaurants across the country have
filed for bankruptcy protection in recent months.  Most did so
because of declining revenues related to consumer spending.

STL Management, LLC, filed for Chapter 11 protection (Bankr. D.
S.C. Case No. 11-00756) in Charleston, South Carolina, on Feb. 7,
2011.  Felix B. Clayton, Esq., at Coastal Law, LLC, in Beaufort,
serves as counsel to the Debtor.  The Debtor estimated assets and
debts of $1,000,001 to $10,000,000 as of the Chapter 11 filing.


STONEWALL MINER: Planned Gay Retirement Community in Ch. 11
-----------------------------------------------------------
Eric Convey at Boston Business Journal reports that Stonewall
Miner LLC, which has sought bankruptcy protection, is the entity
formed to build what was to be Boston's first retirment community
catering to gay men and lesbians.  The Company's Fenway project
never broke ground, according to media reports last year.

Stonewall Miner LLC filed for Chapter 11 protection (Bankr. D.
Mass. Case No. 11-10937) on Feb. 8, 2011.  Todd B. Gordon, Esq.,
at The Gordon Law Firm LLP, in Boston, represents the Debtor.  The
Debtor estimated assets and debts of $1 million to $10 million as
of the Chapter 11 filing.  The petition was signed by James
McAuliffe, manager of Abbott Real Estate Development, LLC.


SUMMER REGIONAL: Plan Filing Exclusivity Extended Until March 5
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
further extended the exclusive periods of Summer Regional Health
Systems Inc. to file a Chapter 11 plan until March 5, 2011, and
solicit acceptances of that plan until May 4, 2011.

                       About Sumner Regional

Summer Regional Health Systems Inc. operates a hospital system
with four hospitals in north-central Tennessee and its flagship in
Gallatin.

Sumner Regional Health Systems, Inc. -- dba Sumner Regional
Medical Center, SRHS Professional Services, Sumner Station, Sumner
In-Patient Rehabilitation Unit, Westmoreland Pharmacy, Imaging for
Women at Sumner Station, Diagnostic Center at Sumner Station,
Outpatient Rehab Services at Sumner Station, The Fitness Center at
Sumner Station, Sumner Crossroads, and Executive House Apartments
-- filed for Chapter 11 bankruptcy protection on April 30, 2010
(Bankr. M.D. Tenn. Case No. 10-04766).  Robert A. Guy, Esq., at
Frost Brown Todd LLC, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at
$100,000,001 to $500,000,000.


SUMMIT BUSINESS: Taps Lincoln Partners as Financial Advisor
-----------------------------------------------------------
Summit Business Media Holding Company and its debtor affiliates
ask the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Lincoln Partners Advisors LLC as financial
advisor.

A hearing is set for March 1, 2011, at 11:00 a.m., to consider
approval of the request.  Objections, if any, are due Feb. 22,
2011.

Among other things, the firm is expected to:

   a) advise the Debtors with respect to a plan of reorganization
      and a valuation analyses of the Debtors and their assets;

   b) evaluate the Debtors' potential debt capacity in light of
      existing and prospective cash flows;

   c) assist with the formulation, evaluation, and implementation
      of a plan of reorganization of the Debtors' businesses;

   d) provide financial advisory services to the Debtors in
      connection with the structuring of any new securities to be
      issued under a plan of reorganization; and

   e) assist the Debtors in negotiations with creditors,
      shareholders and other appropriate parties in interest.

Debtors will pay the firm $125,000 per month.  Moreover, in
connection with a "restructuring transaction", the firm will earn
a transaction fee of $l million less (i) monthly credits earned
between January 2010 and January 2011 in the amount of $721,875,
which will be credited against the Restructuring Transaction Fee
pursuant to the Engagement Letter and (ii) 75% of all Monthly Fees
paid to Lincoln postpetition.

The Debtors assure the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                    About Summit Business Media

New York-based Summit Business Media Holding Company --
http://www.summitbusinessmedia.com/-- is a business-to-business
publisher and event organizer serving the insurance, investment
advisory, professional services and mining investment markets.
Summit employs nearly 400 employees in ten offices across the
United States.  The Company was formed through seven acquisitions
since 2006.

Summit Business is a Delaware corporation that wholly owns Summit
Business Media Intermediate Holding Company, LLC, a Delaware
limited liability company.  Summit Intermediate wholly owns The
National Underwriter Company, an Ohio corporation, which in turn
wholly owns six distinct subsidiary companies which comprise the
remaining Debtors.

Summit Business Media Holding Company and eight affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case No. 11-10231) on
Jan. 25, 2011.

Kimberly E. C. Lawson, Esq., and Kathleen Murphy, Esq. at Reed
Smith LLP, in Wilmington, Delaware; and J. Andrew Rahl, Jr., Esq.,
at Reed Smith LLP, in New York, serve as counsel to the Debtors.
Lincoln Partners Advisors LLC is the financial advisor.  Garden
City Group is the claims and notice agent.  Summit estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.


SUNSET VILLAGE: Court Sets March 14 as Claims Bar Date
------------------------------------------------------
The U.S. Bankruptcy Court the Northern District of Illinois set
March 14, 2011, as deadline for creditors of Sunset Village
Limited Partnership to file proofs of claim.  All claims must be
filed at:

   Clerk of the U.S. Bankruptcy Court
   219 South Dearborn Street, Room 13
   Chicago, Illinois 60604

Chicago, Illinois-based Sunset Village Limited Partnership is a
limited partnership that owns a manufactured home community,
consisting of approximately 404 sites, situated on approximately
30.0 acres located at 2450 Waukegan Road, Glenview, Illinois.  It
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case
No. 10-45772) on Oct. 13, 2010.  Eugene Crane, Esq., at
Crane Heyman Simon Welch & Clar, assists Sunset Village in its
restructuring effort.  Sunset Village estimated its assets and
debts at $10 million to $50 million.


SURETY CO.: S&P Withdraws 'Bpi' Counterparty Credit Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
public information (pi) counterparty credit and financial strength
ratings on various companies that are no longer in operations or
where S&P does not have sufficient publicly available financial
information to maintain adequate surveillance on these companies.

                    Property/Casualty Insurers

American Healthcare Specialty Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

       Beacon Insurance Co. of America (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Api
Financial Strength Rating
  Local Currency                        NR                 Api

          Danielson Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 CCCpi
Financial Strength Rating
  Local Currency                        NR                 CCCpi

        Farm and City Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

     Farmers Home Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Bpi
Financial Strength Rating
  Local Currency                        NR                 Bpi

      Hemar Insurance Corp. of America (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBpi
Financial Strength Rating
  Local Currency                        NR                 BBpi

        Republic Mutual Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

          Surety Co. of the Pacific (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Bpi
Financial Strength Rating
  Local Currency                        NR                 Bpi

                           Life Insurers

        Alabama Reassurance Co. Inc. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

    Farmers & Traders Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi

     Mutual Service Life Insurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 Api
Financial Strength Rating
  Local Currency                        NR                 Api

   Tennessee Farmers Life Reassurance Co. (Unsolicited Ratings)

                                        To                 From
                                        --                 ----
Counterparty Credit Rating
  Local Currency                        NR                 BBBpi
Financial Strength Rating
  Local Currency                        NR                 BBBpi


SYNTERRA 3020: Files Schedules of Assets And Liabilities
-------------------------------------------------------
Synterra 3020 Market LP filed with the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property
  B. Personal Property              $329,103
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $26,954,746
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $113,695
  F. Creditors Holding
     Unsecured Non-priority
     Claims
                                ------------     ------------
        TOTAL                       $329,103      $27,068,442

A full-text copy of the Schedules of Assets and Liabilities is
available for free at http://ResearchArchives.com/t/s?7356

                       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.


TERRAPIN INDUSTRIES: Court Grants TD Waterhouse Summary Judgment
----------------------------------------------------------------
Terrapin Industries, LLC, Colin Rath, Individually and on behalf
of his minor child Breana Rath, George Rath, and Barbara Rath, v.
BRT Realty Trust, TD Waterhouse Investor Services, Inc. a/k/a TD
Ameritrade, Inc., and Massachusetts Mutual Life Insurance Company,
No. 111557/07, (N.Y. Sup. Ct.), seeks injunctive and declaratory
relief to protect assets held by defendant TD Waterhouse Investor
Services, Inc. a/k/a TD Ameritrade, Inc., from collection by
defendant BRT Realty Trust.  TD seeks, by counterclaim and cross-
claim, to recover costs and attorneys' fees pursuant to
indemnification provisions, and now moves for summary judgment on
the counterclaim and cross-claim.  Plaintiffs also move, by cross-
motion, to amend their complaint to allege related causes of
action against TD.

Judge Paul Wooten granted summary judgment in TD's favor on both
the counterclaim and cross-claim, and denied plaintiffs' cross-
motion to amend their complaint.

A copy of the Court's 2011 NY Slip Opinion 30287(U), dated
February 8, 2011, is available at http://is.gd/hbDiIyfrom
Leagle.com.

New York-based Terrapin Industries, LLC, owns property at 123 West
15th Street in Manhattan intended for development into four
condominium units.  Terrapin Industries filed a Chapter 11
bankruptcy petition in an attempt to protect itself from the
foreclosure sale.  When the foreclosure sale took place anyway,
Colin Rath moved to dismiss the petition, which dismissal was
granted.

The Company filed for Chapter 11 bankruptcy protection on Sept. 2,
2008 (Bankr. S.D.N.Y. Case No. 08-13409).  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom Nash, LLP, represented the Debtor in
its restructuring efforts.  When it filed for bankruptcy, the
Debtor listed $6,294,267 in total assets and $12,264,616 in total
debts.


TH PROPERTIES: In Negotiations for Buyout Options Under Plan
------------------------------------------------------------
David Hare, staff writer at The Reporter, reports that TH
Properties will present its final plan of reorganization to its
creditors once it has concluded negotiations that include
exercising buyout options at certain housing developments.

At a recent Skippack Township meeting, solicitor Jill Zimmerman
said that THP had agreed in bankruptcy court last year to
deadlines to exercise buyout options for Biltmore Estates in
Skippack, and Northgate in Pennsburg.  The parties have agreed to
extend deadline to exercise buyout options until Feb. 18, 2011,
with sales no later than Feb. 25, 2011, if the options are not
timely exercised, notes Mr. Hare.  The deadline was extended two
times.

TH Properties says it's "in the final stages of negotiating its
plan of reorganization."

According to The Reporter, THP has entered into an agreement with
First Niagara Bank formerly Harleysville National Bank to finance
the construction of additional units at the Coddington View
Project in Pottsgrove; the approval of the agreement is scheduled
for a hearing before the bankruptcy court on Feb. 22, 2011.

                     About T.H. Properties

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Northgate
Development Company, LP (Bankr. E.D. Calif. Case No. 09-____) was
among the affiliates that filed. Barry E. Bressler, Esq., at
Schnader, Harrison, Segal & Lewis, LLP, and Natalie D. Ramsey,
Esq., at Montgomery McCracken Walker and Rhoads LLP represent the
Debtors in their restructuring efforts.  T.H. Properties estimated
assets between $100 million and $500,000,000, and debts between
$10 million and $50 million in its Chapter 11 petition.

Affiliate Wynstone Development Group, LP (Bankr. E.D. Calif. Case
No. 10-17863) filed for Chapter 11 protection on September 14,
2010.  It estimated assets and debts of $1,000,001 to $10,000,000
in its Chapter 11 petition.


TOWNSENDS INC: Committee Taps Womble Carlyle as Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors of Townsends Inc.
and its debtor-affiliates asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Womble Carlyle
Sandridge & Rice LLC as its counsel.

The firm will:

   a) provide legal advice as necessary with respect to the
      Committee's powers and duties;

   b) assist the Committee in investigating the acts, conduct,
      assets, liabilities, and financial condition of the Debtors,
      the operation of the Debtors' businesses, potential claims,
      and any other matters relevant to the case, to the sale of
      assets or to the formulation of a plan of reorganization

   c) participate in the formulation of a Plan:

   d) provide legal advice as necessary with respect to any
      disclosure statement and Plan filed in this case and with
      respect to the process for approving or disapproving
      disclosure statements and confirming or denying confirmation
      of a Plan: and

   c) prepare on behalf of the Committee, as necessary,
      applications, motions, complaints, answers, orders,
      agreements and other legal papers.

The firm will charge the Debtor's estates based on the hourly
rates of its professionals:

      Designation                    Hourly Rates
      -----------                    ------------
      Members of the Firm            $315-$650
      Of Counsel                     $300 - $500
      Associates                     $200 - $445
      Senior Counsel                 $350 - $375
      Counsel                        $250 - $430
      Paralegals                     $100 - $270

The Committee assures the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                       About Townsends Inc.

Founded in 1891, Townsends Inc. is a third-generation, family-
owned poultry company.  Headquartered in Georgetown, Delaware,
Townsends operates production and processing facilities in
Arkansas and North Carolina.  Townsends Inc. -- fka Townsend
Speciality Foods -- and several affiliates filed for Chapter 11
bankruptcy protection on December 19, 2010 (Bankr. D. Del. Lead
Case No. 10-14092).  As of December 5, 2010, the Debtors disclosed
$131 million in total assets and $127 million in total debts.

Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves
as the Debtors' bankruptcy counsel.  McKenna Long & Aldridge LLP
serves as special counsel.  Huron Consulting Group's Dalton T.
Edgecomb serves as the Debtors' chief restructuring officer.  SSG
Capital Advisors, LLC, serves as investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims, noticing and
balloting agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has tapped Lowenstein Sandler PC as its
counsel and J.H. Cohn LLP as its financial advisor.


TRIBUNE CO: PHONES Claims Temporarily Allowed for $1.2 Billion
--------------------------------------------------------------
Bankruptcy Judge Kevin Carey held a hearing on Wilmington Trust
Company's Motion on January 24, 2011, and made a ruling on the
record, after which the Court directed that counsel submit an
order reflecting the Court's ruling and acceptable to the parties-
in-interest.

By a certification of counsel, William D. Sullivan, Esq., at
Sullivan, Hazeltine, Allison LLC, in Wilmington, Delaware, filed
with the Court a proposed order granting the Motion to Estimate as
modified.  The proposed order also provided that the prepetition
PHONES claim, including the PHONES tendered for exchange but not
paid and excluding any amounts owed to Wilmington Trust for
incurred expenses and fees in connection with its duty as
indenture trustee is allowed solely for voting purposes for
$1,196,823,429.  All other issues raised in the Motion to Estimate
and related responses, including, without limitation, the proper
voting class for the PHONES Claim under the Bridge Plan,
Debtor/Committee/Lender Plan and Noteholder Plan will be
determined in connection with the joint hearing on the
confirmation of those plans on March 7, 2011.

Judge Kevin J. Carey signed the proposed order on February 3,
2011.

As previously reported in the Troubled Company Reporter,
Wilmington Trust Company, successor indenture trustee for the
Exchangeable Subordinated Debentures due 2029 in the aggregate
principal amount of $1.2 billion or the "PHONES", asked the Court
to determine (a) the amount of the PHONES claim; and (b) the
proper classification of the PHONES claim in the proposed plans of
reorganization in the bankruptcy case of Tribune Company and its
debtor affiliates.

Wilmington Trust relates that on the eve of the Petition Date,
certain creditors exercised their contractual rights as PHONES
holders.  Under their indenture, PHONES holders had the right to
tender their notes to Tribune Co. in exchange for the market value
of two shares of Time Warner stock.  According to Wilmington
Trust, the holders of approximately $417,536,319 in principal
amount of PHONES debt informed the prior indenture trustee,
Deutsche Bank Trust Company Americas, that they wished to tender
certain notes and expected to receive $56 million in cash in
return.  Tribune did not honor these requests and no payment was
ever made on account of them, Wilmington Trust maintains.

In its proof of claim, Wilmington Trust asserted that the full
amount of the PHONES claim remain outstanding, including the
PHONES Notes Exchange Claims.  Some parties-in-interest have
asserted that the tendered PHONES Exchange Claims are subordinated
securities claims that are subordinated to the balance of the
PHONES claims that did not tender.  Other parties-in-interest have
suggested that the tendered PHONES claims may even be general
unsecured claims of Tribune Company.

Wilmington Trust asserts that the allowed amount of the PHONES
Notes Exchange Claims should be resolved at this time because:

  (a) the gap between the Debtors' calculation of the total
      amount of PHONES Notes Exchange Claims and the amount
      calculated by Wilmington Trust is substantial -- greater
      than $400 million; and

  (b) the competing plans all require resolution of the claim in
      order for votes to be apportioned properly.

                       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: Wins Nod to Use Examiner Report at Plan Hearing
-----------------------------------------------------------
Tribune Company and its debtor affiliates won approval from Judge
Kevin J. Carey of the U.S. Bankruptcy Court for the District of a
stipulation regarding the use of the report of Kenneth Klee, the
Court-appointed Examiner, at the confirmation hearing scheduled on
March 7, 2011.

In connection with the Court's approval of the Discovery and
Scheduling Order for the Plan Confirmation, the issue of the use
of the Examiner's Report at the Confirmation Hearing was raised.
The proponents or co-proponents of the three plans of
reorganization that have been filed in connection with the
Debtors' cases sought additional time to consider the issue.

According to the Debtors, the parties have had an opportunity to
engage in discussions and each of the Parties agrees that the
Examiner's Report should be available for use at the Confirmation
Hearing.

In particular, the stipulation provides that:

(a) The opinions expressed by the Examiner regarding the law
     or the facts will be admissible for all purposes to the
     same extent as the opinions testified to by an expert
     witness under the Federal Rules.  The Examiner's Opinions
     will not be binding on the Court or other parties, nor
     will there be any presumption of correctness attributed to
     those opinions.

(b) "Statements of Historical Facts" contained in the
     Examiner's Report will be admissible for all purposes and
     will be presumed to be correct, unless disputed.  In
     general, the Stipulation provides that "Statements of
     Historical Facts" means facts which are capable of being
     verified by reference to documents or deposition or
     interview testimony cited by the Examiner.  The
     Stipulation specifies an orderly procedure whereby,
     between January 10 and January 21, the parties can jointly
     identify those portions of the Examiner's Report that
     constitute Statements of Historical Facts and any party
     may dispute those Statements.

(c) The documents and transcripts relied upon by the Examiner
     will be deemed authentic.  Subject to any further
     stipulations or orders of the Court, all other objections
     to the introduction into evidence or use of those
     documents and transcripts are preserved.

(d) The Stipulation will apply only to the Confirmation
     Hearing.  To the extent there are further proceedings with
     regard to the causes of action arising from Tribune's 2007
     leveraged buyout, all parties' rights regarding the
     admissibility of any part of the Examiner's Report are
     reserved.

                       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: Wins OK for Attorney-Client Privilege Protection
------------------------------------------------------------
Pursuant to Rule 502(d) of the Federal Rules of Evidence, Tribune
Co. and its units sought and obtained an order providing for
certain protections against waiver of the attorney-client
privilege and work product doctrine in connection with the
production of documents and information in connection with the
confirmation hearing.

A hearing on the possible confirmation of the plans of
reorganization proposed for the Debtors is scheduled to commence
on March 7, 2011.

In connection with the Court's consideration and approval of the
Discovery and Scheduling Order for the Plan Confirmation, the
issue of waiver of privilege and work product protection with
respect to the production of documents or other information in
connection with the Confirmation Hearing was raised by the
proponents or co-proponents of the plans of reorganization.

As the discovery process proceeds, parties will request certain
documents and information relating to confirmation of a plan, says
James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois.
The Debtors wish to retain the attorney-client privilege and work
product protection over those information in the event of
disclosure, he tells the Court.

Pursuant to Rule 502, a federal court may order that disclosure of
attorney-client privileged or product protected information does
not waive the privilege or protection.

In light of the size and magnitude of the pending cases and the
volume of disclosure that can therefore reasonably be expected,
the Debtors believe that it would be prudent and beneficial to the
administration of their estates to obtain an order affording
parties the protection of Rule 502(d).

The proposed order submitted by the Debtors provides, among other
things, that:

  (a) If, in response to a document request, deposition notice,
      or document or deposition subpoena served in connection
      with the Confirmation Hearing, any person produces
      documents or other information to any other person and the
      Responding Party thereafter concludes that those documents
      or other information were subject to a claim of privilege
      or work product protection prior to being produced to the
      Requesting Party, pursuant to Rule 502(d) the
      disclosure of those documents or information to the
      Requesting Party will not constitute or be deemed to be a
      waiver or forfeiture of any claim of attorney-client
      privilege or work-product protection that the Responding
      Party would otherwise be entitled to assert with respect
      to the documents or other information in question, either
      in connection with the Confirmation Hearing or in any
      other Federal or State proceeding; and

  (b) If the Responding Party notifies the Requesting Party in
      writing that the Responding Party is asserting privilege
      or work product protection for documents previously
      provided to the Requesting Party, the Requesting Party
      will, within five business days of receipt of that
      writing, at the Responding Party's election, either return
      to the Responding Party or destroy all copies of documents
      covered by that claim of privilege or work product, and
      will advise the Responding Party in writing that it has
      done so.

                       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: Dimensional Fund Advisors Owns 5.51% of Common Stock
------------------------------------------------------------------
In a regulatory filing Friday, Dimensional Fund Advisors LP
discloses that as of Dec. 31, 2010, it may be deemed to
beneficially own 1,070,903 representing 5.51% of the Common Stock
of Trico Marines Services, Inc.

A full-text copy of the SC 13G/A is available for free at:

               http://researcharchives.com/t/s?734f

                         About Trico Marine

Headquartered in Texas, Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed US$30,562,681 in assets and US$353,606,467 in
liabilities as of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No.
10-12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.

Aside from the Cayman Islands holding company, Trico's foreign
subsidiaries were not included in the filing and will not be
subject to the requirements of the U.S. Bankruptcy Code.

The Official Committee of Unsecured Creditors tapped Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang,
Ziehl & Jones LLP, in Wilmington, Delaware, and Andrew K. Glenn,
Esq., David J. Mark, Esq., and Daniel A. Fliman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, in New York, as counsel.


TRICO MARINE: Whitebox Advis