TCR_Public/110218.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, February 18, 2011, Vol. 15, No. 48

                            Headlines

ACOSTA INC: S&P Assigns Corporate Credit Rating at 'B+'
ADAM AIRCRAFT: Suit Blames Morgan Stanley for Default
AFFIRMATIVE INSURANCE: Moody's Gives 'Ba3' Fin'l Strength Rating
AFY INC: Dist. Ct. Questions Sears' Standing to Appeal Conversion
AHERN RENTALS: S&P Cuts Rating to 'D' on Missed Payment

AIRPARK VILLAGE: Case Summary & 18 Largest Unsecured Creditors
AL MUEHLBERGER: Subcontract Dispute vs. Rieke Goes to Trial
ALABAMA AIRCRAFT: Files for Ch. 11 to End Pension Plan
ALABAMA AIRCRAFT: Case Summary & 30 Largest Unsecured Creditors
ALABAMA AIRCRAFT: Organizational Meeting to Form Panel on March 3

ALLEGIANT TRAVEL: Moody's Assigns 'Ba3' Corporate Family Rating
AMERICAN AXLE: Files Form 10-K; 2010 Profit at $114.50 Million
AMERICAN AXLE: GM Exercises Warrants to Purchase 1.66MM Shares
AMERICA'S SUPPLIERS: L. Schafran Resigns from Board of Directors
AMR CORP: BlackRock Reports 5.44% Equity Stake

ANCHOR BLUE: Court Approves Liquidation Plan
APPLESEED'S INTERMEDIATE: Files Schedules of Assets & Liabilities
APPLESEED'S INTERMEDIATE: Taps A&M as Restructuring Advisor
APPLESEED'S INTERMEDIATE: Wants to Hire PwC as Auditor
APPLESEED'S INTERMEDIATE: Wants Moelis & Co. as Financial Advisor

APPLESEED'S INTERMEDIATE: Proposes Rules for Potential Sale
AQUILEX HOLDINGS: Moody's Gives Pos. Outlook on Financial Relief
ARROW TRUCKING: Wants 2 Principals to Return $12.5 Million
AXCAN INTERMEDIATE: Moody's Affirms 'B2' Corporate Family Rating
BEALE STREET: Case Summary & 20 Largest Unsecured Creditors

BERNARD L MADOFF: Picard Disputes NY Times Report on Meeting
BERNARD L MADOFF: Baker & Hostetler Got $128MM in Fees So Far
BEST ENERGY: Has $20.7-Mil. in Assets at Sept. 30
BLACK CROW: Lease Decision Period Extended Until April 8
BORDERS GROUP: To Close 200+ Stores Under Bankruptcy

BORDERS GROUP: Wants Until April 5 to File Schedules & Statements
BORDERS GROUP: Winners & Losers in the Borders Bankruptcy
BRIGHAM EXPLORATION: BlackRock Reports 7.26% Equity Stake
BRIGHAM EXPLORATION: Moody's Upgrades Corp. Family Rating to 'B3'
BRUNSCHWIG & FILS: BDO Capital Soliciting Bids for Assets

BURLINGTON COAT: Moody's Assigns 'B3' Rating to $1 Bil. Loan
BWAY HOLDING: Moody's Assigns 'Ba3' Rating to Senior Facilities
CABLEVISION SYSTEMS: Marathon et al. Report 7.42% Stake
CABLEVISION SYSTEMS: Net Income Rose to $113.965MM in Q4 2010
CAPITAL AUTOMOTIVE: Moody's Assigns 'Ba3' Rating to New Loan

CARESTREAM HEALTH: Moody's Affirms 'B1' Corporate Family Rating
CARESTREAM HEALTH: S&P Assigns 'BB-' Rating to $2 Bil. Senior Loan
CB RICHARD: Moody's Affirms 'Ba1' Rating on Senior Unsec. Loan
CHAMPION ENTERPRISES: Seeks to Convert Chapter 11 Case
CHESAPEAKE CORPORATION: Files Second Amended Chapter 11 Plan

CINCINNATI BELL: BlackRock Holds 9.17% of Common Stock
CINCINNATI BELL: Marathon et al. Report 6.32% Stake
CITADEL BROADCASTING: Considers $2.4BB Merger With Cumulus Media
CLAIRE'S STORES: Moody's Assigns 'Caa3' Rating to $400 Mil. Notes
CLAIRE'S STORES: S&P Assigns 'CCC' Rating to $400MM Secured Notes

CLEARWATER INSURANCE: Moody's Downgrades Insurance Rating to 'Ba1'
COGENT COMMUNICATIONS: S&P Assigns 'B-' Corp. Credit Rating
COMPOSITE TECHNOLOGY: Hosts Call for Dec. 31 Qtr. Results
CONSPIRACY ENTERTAINMENT: Sells $25,000 Notes to Subscribers
CRYSTAL CATHEDRAL: Taps Singer Lewak as Accountant

CRYSTAL CATHEDRAL: Taps Palmieri Tyler as Corporate Counsel
CRYSTAL CATHEDRAL: Plan Filing Exclusivity Extended Until April 17
CUMULUS MEDIA: In Exclusive Talks for $2.4BB Citadel Merger
DA-LITE SCREEN: Moody's Affirms 'B1' Corporate Family Rating
DAVE & BUSTER'S: Moody's Reviews 'B2' Corporate for Downgrade

DAVE & BUSTER'S: S&P Downgrades Corporate Credit Rating to 'B-'
DAVIE YARDS: Obtains March 10 Extension of CCAA Stay Order
DIAMONDBACK CAPITAL: Investors to Pull Out Nearly 23% of Funds
DUNKIN' BRANDS: S&P Downgrades Rating on Senior Debt to 'B'
E-DEBIT GLOBAL: Launches National and Int'l Marketing Program

EMPIRE LLC: S&P Assigns Corporate Credit Rating at 'B'
EQUIPMENT MANAGEMENT: Asks for Okay to Use FCC's Cash Collateral
EQUIPMENT MANAGEMENT: Sec. 341(a) Meeting Scheduled for March 17
EQUIPMENT MANAGEMENT: Wants Until April 25 to File Schedules
EVANS OIL: Asks for March 1 Extension for Schedules

EVANS OIL: Creditors Have Until April 15 to File Proofs of Claim
FANNIE MAE: Gov't Could Have Nixed Pacts to Avoid Legal Fees
FLOWER FACTORY: Files for Chapter 11 to Close Some Stores
FLOWER FACTORY: Case Summary & 20 Largest Unsecured Creditors
FORD MOTOR: To Redeem 6.50% Securities for Cash on March 15

FREDDIE MAC: Former CFO Piszel Faces SEC Suit
FREESCALE SEMICONDUCTOR: Fitch Keeps 'CCC' IDR as IPO Announced
FRISIA WEST: Voluntary Chapter 11 Case Summary
GAMETECH INTERNATIONAL: Term Loan Default Cues Going Concern Doubt
GARRISON INT'L: Receives Default Notice from Debenture Holders

GENERAL MARITIME: Completes Sale of 3rd Tanker for $21 Million
GIORDANO'S ENTERPRISES: Files for Chapter 11 in Illinois
GIORDANO'S ENTERPRISES: Case Summary & Creditors List
GOE LIMA: Judge Approves Fees for Panel's Lawyers
GRAHAM PACKAGING: Names Former Smurfit-Stone CFO to Board

GRAHAM PACKAGING: Reports $52.85MM Net Income for 4th Quarter
GREAT ATLANTIC & PACIFIC: Proposes to Close 32 Stores in 6 States
GREAT ATLANTIC & PACIFIC: FTI Hiring Approved on Interim
GREAT ATLANTIC & PACIFIC: Wins Injunction of OfficeMax Lawsuit
GREAT ATLANTIC & PACIFIC: Wins OK to Reject GHI Agreement

GULFSTREAM CRANE: Wants Until Feb. 25 to Decide on Policies
HARRISBURG PA: Consultant Says Firm Will Face Cash Crunch in March
HAYES AVENUE: Case Summary & 2 Largest Unsecured Creditors
HCA HOLDINGS: Reclassifies $114 Million to Financing Activities
HDT WORLDWIDE: Moody's Withdraws Ratings as Offering Scrapped

HH-SCA, LLC: Voluntary Chapter 11 Case Summary
HK STORAGE: Case Summary & 6 Largest Unsecured Creditors
HOVNANIAN ENTERPRISES: Inks Underwriting Pact for $155MM Offering
HUGHES NETWORK: EchoStar Deal Won't Affect Moody's 'B1' Ratings
INFINITY ENERGY: Enters Into Forbearance Deal With Amegy Bank

INTELLIGRATED INC: S&P Raises Rating to $155 Mil. Loan to 'B+'
INTERCONTINENTAL BOSTON: Seen to Default on Mezzanine Loan
INTERSTATE BAKERIES: Dist. Ct. Affirms Ruling on Deckard Claim
ISABELA BEACH: Case Summary & 4 Largest Unsecured Creditors
JERSEY ISLAND: Court Dismisses Chapter 11 Bankruptcy Case

JEWISH HOME: Still Finalizing Deal with Buyer
JOSEPH P HAYES: Case Summary & 20 Largest Unsecured Creditors
JUNIPER GROUP: Has No Plan to Effectuate a Reverse Stock Split
KEYSTONE AUTOMOTIVE: Launches Exchange Offer; Ch. 11 Not Ruled Out
KH FUNDING: U.S. Trustee Forms Seven-Member Creditors Committee

LAS VEGAS MONORAIL: Taps Kafoury Armstrong as Auditor
LEHMAN BROTHERS: Brooklyn Hospital Sues Aurora Bank
LEHMAN BROTHERS: Claims Totaling $2 Bil. Change Hands in January
LEHMAN BROTHERS: Claims Transfers in 2010 Total $28 Billion
LEHMAN BROTHERS: Seeks Dismissal of JPM Counter-Suit

LEHMAN BROTHERS: Tempe Life Sues LBSF for Swap Deals
LIBERTY COS: Loan Servicer Agrees to Forbear Until March 9
LIONS GATE: Third Quarter Net Loss Down to $6.02 Million
LIBBEY INC: Reports $2.76 Million Net Income in 4th Quarter
M-WISE INC: Chairman Broudo Steps Down Amid Accord With SEC

MANCONIX, INC: Case Summary & 20 Largest Unsecured Creditors
MICHAEL FOODS: S&P Puts 'B+' Rating on CreditWatch Negative
MIG INC: Paul Weiss, MIG Spar Over Limitations in 2nd Circuit
MORGANS HOTEL: JPMorgan Reports 5.7% Equity Stake
NEXEO SOLUTIONS: Moody's Assigns 'B1' Corporate Family Rating

NEXEO SOLUTIONS: S&P Assigns 'B+' Corporate Credit Rating
NORBERT CAREY: Faces Foreclosure Auction on Feb. 24
OCEAN PLACE: Resort Files for Chapter 11 in New Jersey
OCEAN PLACE: Case Summary & 20 Largest Unsecured Creditors
ORLEANS HOMEBUILDERS: S&P Raises Corp. Credit Rating to 'B-'

PITTSBURGH CORNING: Loses Appeal Bid in Century Insurance Dispute
PLY GEM HOLDINGS: Sells $800MM of 8.25% Secured Notes Due 2018
QUALITY DISTRIBUTION: Public Offering Won't Affect Moody's Rating
RADIATION THERAPY: S&P Gives Stable Outlook, Affirms 'B' Rating
RADIENT PHARMACEUTICALS: Closes Notes & Warrants Sale

RED ROCKET: Court Resets Hearing on Chapter 11 Plan to March 9
REGAL ENTERTAINMENT: Reports $13.60-Million Profit in Q4
RENOVATED METALS: Voluntary Chapter 11 Case Summary
REOSTAR ENERGY: Notices Late Filing of Form 10-Q for Dec. 31 Qtr.
RESOURCE RENTAL: Case Summary & 12 Largest Unsecured Creditors

REVEILLE RESOURCES: Files for Chapter 11 in Houston
REVEILLE RESOURCES: Case Summary & 20 Largest Unsecured Creditors
ROCK-TENN COMPANY: Moody's Confirms 'Ba1' Corp. Family Rating
ROUND TABLE: Court OKs Rejection of Contract With Rabo Capital
ROUND TABLE: Section 341(a) Meeting Scheduled for March 14

ROUND TABLE: Has Access to Cash Collateral Until May 8
SABRA DEFENCE: Files for Bankruptcy Following Criminal Charges
SAVVIS INC: S&P Assigns Corporate Credit Rating at 'B'
SEAHAWK DRILLING: Can Use $28.5 Million Portion of DIP Loan
SG RESOURCES: Moody's Withdraws 'B1' Corporate Family Rating

SGS INTERNATIONAL: Moody's Upgrades Corp. Family Rating to 'B1'
SHIVAM BEACH: Owes $7.7MM on GECC First Mortgage Loan
SIENICA TRAIL: Case Summary & 18 Largest Unsecured Creditors
SINCLAIR BROADCAST: Reports $32.96-Mil. Profit in 4th Quarter
STARR INVESTMENT: Files for Chapter 7 in New York

SUMMIT BUSINESS: Gets $2.5-Mil. of Financing on Interim
TAE OH: Case Summary & 20 Largest Unsecured Creditors
TC GLOBAL: Incurs $1.03-Mil. Net Loss in 13 Weeks Ended Dec. 26
TERRESTAR CORP: Files for Chapter 11 Protection
TERRESTAR CORP: Case Summary & 8 Largest Unsecured Creditors

TERRESTAR NETWORKS: Drops Ch. 11 Plan; Parent Opens Separate Case
TERRESTAR NETWORKS: Updated Chapter 11 Case Summary
TERRESTAR NETWORKS: Proposes Key Employee Incentive Plan
TEKOIL & GAS: Hague Convention Covers Service on Creitzman
TEKOIL & GAS: Suit vs. Ex-Shareholders Goes to District Court

TOWN SPORTS: CIO Barron Discloses Stock Options
TRIBUNE CO: Noteholders Ask for Docs. to Probe Fraudulent Transfer
TRIBUNE CO: Various Parties Object to Two Plans
TRIBUNE CO: Wins Nod for Campbell as Litigation Counsel
UNITED ENERGY: CEO Wilen Discloses 24% Equity Stake

US TELEPACIFIC: Moody's Assigns 'B3' Rating to New Senior Loan
VERMILLION, INC.: To Sell 4MM Shares in Highly Dilutive Offering
VRAJ BRIG: Case Summary & 3 Largest Unsecured Creditors
WASHINGTON MUTUAL: U.S. Trustee Amends Equity Committee
WEGENER CORP: Shareholders Approve 2 New Directors

WELLPOINT SYSTEMS INC. Alberta Court Approves Sales Process
WESFORT, CORPORATION: Case Summary & Creditors List
WESTMORELAND COAL: Board Seats of Stern and Vicino Terminated
WESTMORELAND COAL: Designates Assignments for 3 New Directors
WESTMORELAND COAL: Issues $150MM of Sr. Secured Notes Due 2018

WILMINGTON TRUST: S&P Lowers Counterparty Credit Rating to 'CCC+'
WINDY ACQUISITION: Files for Chapter 11 Bankruptcy in Chicago
WINDY ACQUISITION: Case Summary & 20 Largest Unsecured Creditors

* New Experian Report Finds Smaller Firms Struggling to Pay Bills
* Mintz Levin Establishes Distressed Debt and Claims Trading
* Oaktree Returns Money in Distressed Investment Fund

* Paul Hastings Bankruptcy Pro Joins Latham

* BOOK REVIEW: THE OUTLAW BANK - A Wild Ride Into the Secret Heart
               of BCCI

                            *********

ACOSTA INC: S&P Assigns Corporate Credit Rating at 'B+'
-------------------------------------------------------
In this media release, published earlier, the amount of the
unsecured notes was listed incorrectly in the text.  A corrected
version is:

Standard & Poor's Ratings Services said that it assigned
Jacksonville, Fla.-based Acosta Inc. its preliminary 'B+'
corporate credit rating.  The rating outlook is stable.

At the same time, S&P assigned the company's proposed
$1,075 million senior secured first-lien credit facility an
issue-level rating of preliminary 'B+' (at the same level as
the preliminary 'B+' corporate credit rating).  S&P also assigned
this debt a recovery rating of preliminary '3', indicating S&P's
expectation of meaningful (50%-70%) recovery for lenders in the
event of a payment default.  The facility consists of a
$985 million term loan and a $90 million revolving credit
facility.

Proceeds from the term loan, $525 million unsecured notes
(unrated), and an equity investment will finance the purchase of
the company, including the retirement of its current credit
facility.

"The ratings reflect S&P's belief that Acosta will grow sales and
profits in the near term, as consumer packaged good producers will
increase outsourcing of sales and marketing functions," said
Standard & Poor's credit analyst Charles Pinson-Rose.  As a result
of favorable industry dynamics, S&P views Acosta's business risk
profile as fair.  After the transaction, the company, in S&P's
view, will have a highly leveraged financial risk profile, and S&P
also anticipate that it will remain highly leveraged despite
expected better performance.


ADAM AIRCRAFT: Suit Blames Morgan Stanley for Default
-----------------------------------------------------
According to The Distressed Debt Report, the bankruptcy trustee
for Adam Aircraft Industries claims that Morgan Stanley & Co. and
Morgan Stanley Senior Funding improperly maneuvered the aircraft
maker into default on an $80 million loan.

Denver, Colorado-based Adam Aircraft Inc., aka Adam Aircraft
Industries -- http://www.adamaircraft.com/-- designs and
manufactures advanced aircraft for civil and government markets.
The A500 twin-engine piston aircraft has been Type Certified by
the FAA, and the A700, which is currently undergoing flight test
and development.

The Debtor filed for Chapter 7 bankruptcy (Bankr. D. Colo. Case
No. 08-11751) on Feb. 15, 2008, after failing to secure fresh
financing.  The Debtor laid off 800 workers when it sought
bankruptcy protection.  The Debtor estimated its had less than
$10 million in assets and more than $50 million in debts at the
time of the filing.  Jeffrey A. Weinman serves as the Chapter 7
Trustee.


AFFIRMATIVE INSURANCE: Moody's Gives 'Ba3' Fin'l Strength Rating
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned Ba3
insurance financial strength ratings to Affirmative Insurance
Company and Insura Property and Casualty Insurance Company, both
subsidiaries of Affirmative Insurance Holdings, Inc.  In the same
rating action, Moody's assigned a Caa1 corporate family rating to
Affirmative and a Caa1 senior secured rating to its bank credit
facility.  The outlook for the ratings is stable.

                         Ratings Rationale

According to Moody's, Affirmative's ratings reflect the company's
focus on a niche segment of the non-standard auto market, moderate
cash flows from unregulated subsidiaries, and its conservative
investment portfolio.  The ratings also reflect Affirmative's poor
underwriting and financial results in recent years, weak capital
adequacy, and significant financial leverage (61% at 9/30/10),
including heightened potential to breach covenants within its bank
credit agreement.

Moody's views the company's ability to fund its debt service
obligations as challenged, reflecting limitations on the insurance
subsidiaries to fund dividends without prior regulatory approval
in 2011 given negative unassigned surplus positions.  In addition,
Affirmative Insurance Company, lead carrier of the group, reported
negative operating cash flows of $42 million and a net loss of
$30 million through 9/30/10 and statutory surplus of $110 million
at September 30, 2010.  A significant portion of debt service is
supported by unregulated cash flows from agents' commissions and
premium finance fees both derived from premium revenues of the
insurance operations.  A deterioration in the health of the
insurance subsidiaries could adversely impact the magnitude of
unregulated cash flow to the company.

The stable outlook reflects Moody's view that the company has
taken steps to improve operating results by exiting unprofitable
geographic areas, raising rates, working to enhance internal
controls, and hiring a new CEO and Chief Actuary.

These ratings have been assigned with a stable outlook:

* Affirmative Insurance Holdings, Inc. -- senior secured bank
  credit facility at Caa1; corporate family rating at Caa1;

* Affirmative Insurance Company -- insurance financial strength at
  Ba3;

* Insura Property & Casualty Company -- insurance financial
  strength at Ba3.

Affirmative, based in Addison, TX is a producer and provider
of non-standard personal automobile insurance to consumers in
highly targeted geographic markets.  The company offers products
in 13 states, including Texas, Illinois, California, and Florida.
For the first nine months of 2009, Affirmative reported total
revenues of $350 million and a net loss of $39 million.  As of
September 30, 2010, Affirmative's shareholder's equity was
$145 million.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to punctually pay senior
policyholder claims and obligations.


AFY INC: Dist. Ct. Questions Sears' Standing to Appeal Conversion
-----------------------------------------------------------------
District Judge Richard G. Kopf questions whether Robert Sears and
Korley Sears have standing to appeal from orders entered by the
Bankruptcy Court in AFY, Inc.'s bankruptcy case (i) authorizing
payment of sale proceeds and (ii) converting the bankruptcy case
to a Chapter 7 proceeding.  However, Judge Knopf held that because
the Chapter 11 trustee did not raise the issue of whether the
Sears have standing to appeal, he will allow both sides to address
the issue now.

In the first notice of appeal, the Sears, individually and on
behalf of Sears Cattle Co., of which they are the sole directors,
officers, and shareholders, appeal from the Order granting the
motion by Joseph H. Badami, AFY's Chapter 11 Trustee, to pay
secured creditor Farm Credit Services of America the entire net
proceeds from the sale of a tract of land which was jointly owned
by Sears Cattle and AFY.  Judge Kopf noted that the Sears did not
have direct ownership interests in the sold property.  It must be
questioned, therefore, whether they have standing to appeal the
bankruptcy court's order.

The Sears' second notice of appeal concerns the bankruptcy court's
order converting AFY's Chapter 11 reorganization into a Chapter 7
liquidation at the Chapter 11 Trutee's behest.  The Sears contend
that only AFY could move for conversion because it was engaged in
farming operations and 11 U.S.C. Sec. 1112(c) provides that "[t]he
court may not convert a case under this chapter to a case under
chapter 7 of this title if the debtor is a farmer . . ., unless
the debtor requests such conversion."  But Judge Kopf found no
evidence that the Sears were aggrieved by the bankruptcy court's
order.

The Sears are directed to show cause, on or before March 4, 2011,
why their appeals should not be dismissed for lack of
jurisdiction.  The Trustee's response is due March 21, 2011.  The
Sears may reply by March 31, 2011.

The case is Robert A. Sears and Korley B. Sears, v. Joseph H.
Badami, Chapter 11 Trustee, Case No. 10-40875 (D. Neb.).  A copy
of Judge Kopf's Feb. 14, 2011 memorandum and order is available at
http://is.gd/5GQI3Wfrom Leagle.com.

                          About AFY Inc.

Ainsworth, Nebraska-based AFY, Inc., doing business as Ainsworth
Feed Yards Company, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Neb. Case No. 10-40875) on March 25, 2010/
Jerrold L. Strasheim, Esq., in Omaha, served as the Debtor's
counsel.  AFY estimated its assets and debts at $10 million to
$50 million as of the bankruptcy filing.

Affiliates Robert A. Sears and Korley B. Sears filed Chapter 11
petitions (Bankr. D. Neb. Case Nos. 10-40275 and 10-40277) on
Feb. 12, 2010.  Mr. Strasheim also represented the Sears Debtors.

Disputes arose in the three cases as to who actually owned or
controlled the voting rights of the shares of stock in AFY.  The
disputes were between Robert and Korley Sears on the one hand and
members of the Sears family on the other hand.  Partly due to this
dispute over the ownership and control of AFY, on April 29, 2010,
the Bankruptcy Court granted a motion to appoint a Chapter 11
trustee.  Joseph H. Badami was subsequently appointed as the
Chapter 11 trustee.  Mr. Strasheim withdrew as attorney for AFY in
June 2010.


AHERN RENTALS: S&P Cuts Rating to 'D' on Missed Payment
-------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
ratings, including the corporate credit rating, on Las Vegas-based
Ahern Rentals Inc. to 'D' from 'B-'.  S&P also lowered the rating
on the company's second-lien secured notes to 'D' from 'CCC'.

"The 'D' rating reflects the nonpayment of interest on Ahern's
senior secured notes due 2013," said Standard & Poor's credit
analyst John Sico.  "Ahern has elected not to make its scheduled
Feb. 15, 2011 interest payment on its notes.  The company decided
on this course of action despite the apparent improvement in its
business and availability under its revolving credit facility."

Ahern has entered into a forbearance agreement with a majority of
lenders under its credit agreement.  The company is seeking
financing alternatives related to its upcoming maturities.  Ahern
has suspended filing reports with the SEC.


AIRPARK VILLAGE: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Airpark Village, LLC
        1593 S. Jamaica Street
        Aurora, CO 80012

Bankruptcy Case No.: 11-12790

Chapter 11 Petition Date: February 16, 2011

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Kenneth J. Buechler, Esq.
                  BUECHLER LAW OFFICE LLC
                  1828 Clarkson Street, Suite 200
                  Denver, CO 80218
                  Tel: (720) 381-0045
                  Fax: (720) 381-0392
                  E-mail: ken@kjblawoffice.com

Scheduled Assets: $15,112,195

Scheduled Debts: $8,564,158

The petition was signed by Lloyd Goff of Airpark Golf, LLC,
manager.

Debtor's List of 18 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Larimer County Treasurer           --                      $68,000
P.O. Box 2336
200 W. Oak, Suite 200
Fort Collins, CO 80521

Larimer County Treasurer           --                      $46,053
P.O. Box 2336
200 W. Oak, Suite 200
Fort Collins, CO 80521

Dick Hussman                       --                      $32,000
12245 E. 14th Avenue, Suite 204
Aurora, CO 80011

Schlueter, Mahoney & Ross, P.C.    --                      $31,200

Jamie Morrell                      --                      $20,850

John Snyder                        --                      $11,972

Larimer County Treasurer           --                      $11,181

George Hickinbotham                --                      $10,000

Capital One                        --                       $7,226

Connie Ellefson                    --                       $6,950

Colorado Farm Bureau Mutual Ins.   --                       $4,782
Co.

Engrav & Associates, P.C.          --                       $3,297

Lloyd Goff                         --                       $2,000

Xcel Energy                        --                         $363

Qwest                              --                         $276

City Of Fort Collins               --                         $190

J. Rutz                            --                          $63

East Larimer County Water District --                          $34


AL MUEHLBERGER: Subcontract Dispute vs. Rieke Goes to Trial
-----------------------------------------------------------
Al Muehlberger Concrete Construction, Inc., v. Max Rieke &
Brothers, Inc., Adv. Pro. No. 10-6048 (Bankr. D. Kans.), arises
out of a 2004 construction contract between the Debtor, as
subcontractor, and Max Rieke & Brothers, Inc., as prime
contractor, for the construction of Coon Creek Lake, Dam, and
Spillway Project for the City of Lenexa.  AMCCI contends that it
has not been paid in full under the subcontract and seeks turnover
of the amounts alleged to be due under 11 U.S.C. Sec. 542.  AMCCI
has moved for summary judgment on Count I for turnover of $15,000
retainage allegedly being wrongfully withheld by Rieke.
Bankruptcy Judge Dale L. Somers, however, finds there are material
facts in controversy and denies the motion.  A copy of the Court's
Feb. 15, 2011 memorandum opinion and order is available at
http://is.gd/8GmTxKfrom Leagle.com.

Al Muehlberger Concrete Construction, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Kans. Case No. 09-24206) on Dec. 18, 2009.

AMCC previously filed for Chapter 11 (Bankr. D. Kans. Case No.
04-20212) on Jan. 23, 2004.  Judge Robert D. Berger presided over
the 2004 case.  Thomas M. Mullinix, Esq., at Evans & Mullinix,
P.A., served as counsel. In its 2004 petition, the Debtor listed
$1 million to $10 million in both assets and debts.


ALABAMA AIRCRAFT: Files for Ch. 11 to End Pension Plan
------------------------------------------------------
Alabama Aircraft Industries Inc. and two subsidiaries filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in Wilmington, Delaware.

Ron Aramini, President and Chief Executive Officer, stated, "The
primary goal of AAII is to address long-term indebtedness and, in
particular, long-term pension obligations under the terms of its
pension plan.  AAII expects to expeditiously move before the
Bankruptcy Court to modify its collective bargaining agreement
with the UAW to allow for termination of the pension plan as well
as for certain other cost savings.  AAII expects to solicit and
obtain additional liquidity through a debtor in possession
financing facility as well as through exit financing, and intends
upon moving the case forward as quickly as possible, with a view
to exiting bankruptcy by the summer of 2011."

In a court filing in support of the "first day" motions, Randall
C. Sheally, senior vice president and chief financial officer of
the Debtors, relates that the Debtors have a collective bargaining
agreement with The International Union, United Automobile,
Aerospace and Agricultural Implement Workers of America Local No.
1155.  Pursuant to the CBA, the Debtor is required to make
contributions in excess of $5.7 million per year for 3,000
participants under a pension plan.  Due to decreased revenues, the
Debtors have been, and continue to be unable to fund all their
pension plan obligations.

The Debtors began discussions in January 2010 for the modification
of the CBA.  The Debtors proposed an extension until March 21,
2013, provided that, among other things, current employees would
receive no wage increases during the extension.  The UAW agreed to
the terms of the extension.

The Debtors commenced discussions with UAW for the modification or
termination of the pension plan in June 2010 due to the Debtors'
inability to fund their pension plan obligations.  The parties,
however, failed to reach an agreement on the termination of the
pension plan.  In January, the Debtors' request for talks on
modifying the CBA was rejected by the UAW despite the Debtors'
letter saying that they were "considering options that could
result in the closing of our facility in the very near future"

On Feb. 11, 2011, the Debtors' management sent a letter to the
head of UAW Local 1155 notifying of the likely cessation of the
Debtors' operations by April 15, 2011, absent the elimination of
the Debtor's obligations under the pension plan, and providing the
requisite notice in satisfaction of the Worker Adjustment and
Retraining Notification Act. The Debtors participated in
discussions with the UAW on Feb. 14, seeking to persuade the union
to begin bargaining over the pension plan immediately.  The union,
however, again rejected the proposed bargaining.

"The necessary modifications of the CBA and termination of the
Pension Plan, and the UAW's unwillingness to bargain over or agree
to those changes, the primary driving force behind the Debtors'
Chapter 11 filings.  In the near term, the Debtors intend to seek
to modify the CBA to allow for the termination of the Pension
Plan, and other necessary modifications, pursuant to applicable
federal bankruptcy law," Mr. Sheally relates.

                           *     *     *

The Birmingham Business Journal, citing papers filed with the
court, reports that:

   * The Company owes $68.5 million to the Pension Benefit
     Guaranty Corp.

   * Ronald Aramini, CEO of the Company, is also one of the
     Company's largest creditors.  The Company owes Mr. Aramini
     nearly $770,000 in deferred compensation.

   * The Company's other largest creditor is Virginia-based
     Defense Logistics Agency, which is owed more than $305,000.

   * Three Birmingham entities are also named as large creditors
     in the filing -- Alabama Aircraft said it owes $283,083 to
     Alagasco, $169,327 to Alabama Power Co. and $71,421 to the
     Birmingham Airport Authority.

                      About Alabama Aircraft

Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provides aircraft maintenance
and modification services for the U.S. government and military
customers.  Its 190-acre facility, including its corporate
offices, is located at the Birmingham International Airport in
Birmingham, Alabama.  The Company currently has 92 salaried
employees and 234 hourly employees.  About 251 hourly employees
were furloughed since January 1, 2010.

Alabama Aircraft Industries, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.
Two subsidiaries also filed -- Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).


ALABAMA AIRCRAFT: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Alabama Aircraft Industries, Inc.
          aka Pemco Aviation Group, Inc.
              Alabama Aircraft Industries, Inc. - Birmingham
        1943 North 50th Street
        Birmingham, AL 35212

Bankruptcy Case No.: 11-10452

Chapter 11 Petition Date: February 15, 2011

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Joel A. Waite, Esq.
                  Kenneth J. Enos, Esq,
                  YOUNG, CONAWAY, STARGATT & TAYLOR
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-0453
                  E-mail: bankfilings@ycst.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 30 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/deb11-10452.pdf

The petition was signed by Randall C. Shealy, authorized officer,
senior vice president and chief financial officer.

Debtor-affiliates filing separate Chapter 11 petitions on Feb. 15,
2011:

        Entity                                     Case No.
        ------                                     --------
Alabama Aircraft Industries, Inc. - Birmingham     11-10453
Pemco Aircraft Engineering Services, Inc.          11-10454


ALABAMA AIRCRAFT: Organizational Meeting to Form Panel on March 3
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 3, 2010, at 9:30 a.m. in
the bankruptcy case of Alabama Aircraft Industries, Inc., et al.
The meeting will be held at J. Caleb Boggs Federal Building, 844
King Street, Room 5209, Wilmington, Delaware 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                      About Alabama Aircraft

Alabama Aircraft Industries Inc. --
http://www.alabamaaircraft.com/-- provides aircraft maintenance
and modification services for the U. S. government and military
customers.

Alabama Aircraft Industries, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011.
Two subsidiaries also filed -- Alabama Aircraft Industries, Inc.-
Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering
Services, Inc. (Case No. 11-10454).


ALLEGIANT TRAVEL: Moody's Assigns 'Ba3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned debt ratings to Allegiant
Travel Company: Corporate Family and Probability of Default each
of Ba3 and a Speculative Grade Liquidity rating of SGL-2.  The
outlook is stable.  Moody's also assigned a Ba3 rating to the
planned $125 million first lien senior secured bank credit
facility due 2017 for which Allegiant has scheduled a public bank
meeting for February 17, 2011.  Moody's expects Allegiant to apply
the Credit Facility proceeds to the repayment of mortgages on some
of its existing MD-80 aircraft.  The remainder will be used for
general corporate purposes including for the announced refit to
standardize the interiors of the MD 80 fleet and induction costs
of the Boeing 757 aircraft that Allegiant is committed to
purchase.

Assignments:

Issuer: Allegiant Travel Company

  -- Corporate Family Rating, Assigned Ba3
  -- Probability of Default Rating, Assigned Ba3
  -- Speculative Grade Liquidity Rating, Assigned SGL-2
  -- Senior Secured Bank Credit Facility, Assigned Ba3, 50 - LGD4
  -- Outlook, Stable

                         Ratings Rationale

"The Ba3 Corporate Family Rating anticipates that Allegiant will
sustain the profitability of its differentiated scheduled airline
model as it continues to grow," said Moody's Airline Analyst,
Jonathan Root.  The low capital intensity of the company's MD-80
aircraft, the significant labor cost advantage of the current
workforce, and the established business model providing service
between small cities and certain leisure destinations with limited
direct competition provide the foundation for Allegiant to achieve
relatively strong profit margins and good positive free cash flow
generation for an airline, notwithstanding its low fare pricing
model.  The demonstrated financial results since 2008, good
liquidity and the expectation that Allegiant will not change its
business model significantly mitigate the downwards pull of the
factors that typically strain an airline's credit profile
including high capital intensity, fuel price volatility, intense
price competition, low barriers to entry and economic cycles.
"The company's historical financial results, industry leading unit
costs (ex-fuel) and credit metrics that are generally stronger
than the Ba rating category provide sufficient cushion for
maintaining the Ba credit profile should actual results trail the
company's projections," continued Root.  These factors also help
mitigate ratings pressure of Allegiant's relatively small size,
limited operating history and lower yields that are a function of
its price-driven business model that targets leisure travelers.
The Ba3 rating also considers the execution risk inherent in the
company's current growth plan, including the introduction of B-757
aircraft service to Hawaii, now unlikely to commence before the
second half of 2012, as well as expansion of the number of cities
served in the continental U.S. and the lack of a fuel hedging
program.

The SGL-2 rating reflects good liquidity, characterized by a
sufficient cash balance relative to revenues and anticipated free
cash flow generation, tempered by a lack of external liquidity and
no unencumbered assets.  Unrestricted cash exceeds debt and
Moody's anticipates that it will continue to do so, even after the
closing of the Credit Facility.  Moody's expects that Allegiant's
current cash commitments will be covered by the Credit Facility
proceeds, operating cash flows and cash on hand.

The stable outlook reflects Moody's belief that the resiliency of
the company's business model will allow it to maintain its credit
profile as it executes its growth plan and in the face of the
current pressure on jet fuel prices.  The outlook could be changed
to positive if Allegiant was to sustain a strong credit metrics
profile while expanding its footprint in the continental U.S. and
introducing service to Hawaii.  Sustaining Funds from operations +
Interest to Interest above 7.0 times and Debt to EBITDA below 2.0
times for an extended period would place positive pressure on the
ratings.  The outlook could be changed to negative or the ratings
downgraded if the execution of its growth plan, particularly
Hawaii service, leads to meaningfully weaker credit metrics, such
as Funds from operations + Interest to Interest of below 4.5 times
or Debt to EBITDA of above 3.0 times.  Sustained higher fuel
prices that cause Allegiant, which hedges the exposure to higher
fuel costs by reducing capacity rather than with financial
derivatives, to significantly reduce its capacity could also
pressure the ratings as could a change in financial policy that
results in larger returns to shareholders in exchange for higher
leverage.

The last rating action was the June 4, 2010 withdrawal of the
previously assigned ratings.

Allegiant Travel Company, headquartered in Las Vegas, Nevada,
operates a low-cost passenger airline marketed to leisure
travelers in small cities, selling air travel both on a stand-
alone basis and bundled with hotel rooms, rental cars and other
travel related services.


AMERICAN AXLE: Files Form 10-K; 2010 Profit at $114.50 Million
--------------------------------------------------------------
On Feb. 9, 2011, American Axle & Manufacturing Holdings, Inc.,
filed with the U.S. Securities and Exchange Commission its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2010.
The Company reported net income of $114.50 million on
$2.28 billion of net sales for the year 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 $468.10
million in total stockholders' deficit.

A full-text copy of the annual report on Form 10-K is available
for free at http://ResearchArchives.com/t/s?7360

                        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 AXLE: GM Exercises Warrants to Purchase 1.66MM Shares
--------------------------------------------------------------
On Feb. 9, 2011, American Axle & Manufacturing Holdings, Inc.
received from General Motors LLC a notice of exercise of the
remaining 2,046,865 warrants to purchase AAM common stock pursuant
to the cashless exercise option under Section 7.6 of the Warrant
Agreement by and between AAM and GM dated as of Sep. 16, 2009.
Accordingly, AAM will issue 1,657,121 shares of its common stock
to GM.

                       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
$468.10 million in total 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.


AMERICA'S SUPPLIERS: L. Schafran Resigns from Board of Directors
----------------------------------------------------------------
On Feb. 4, 2011, Larry Schafran submitted his resignation from the
Board of Directors of America's Suppliers, Inc., effective
immediately.  Mr. Schafran resigned from our Board to pursue other
professional opportunities and not because of any disagreement
with the company relating to its operations, policies or
practices.

Replacing Mr. Schafran as Audit Committee Chair will be current
Board member Vincent Pino.

                     About America's Suppliers

Scottsdale, Ariz.-based America's Suppliers, Inc. develops
software programs that allow the Company to provide general
merchandise for resale to businesses.  DollarDays International,
Inc., the Company's wholly owned subsidiary, is an Internet based
wholesaler of general merchandise to small independent resellers
through its Web site http://www.DollarDays.com/. Orders are
placed by customers through the Web site where, upon successful
payment, the merchandise is shipped directly from the vendors'
warehouses.

At Sept. 30, 2010, the Company had total assets of $2,003,445,
including total current assets of $1,504,154; total liabilities,
all current, of $2,110,541; and total deficit of $107,096.

As reported in the Troubled Company Reporter on March 26, 2010,
MaloneBailey, LLP, 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
Company has suffered an accumulated deficit of $6,949,006 as of
December 31, 2009.


AMR CORP: BlackRock Reports 5.44% Equity Stake
----------------------------------------------
BlackRock, Inc., disclosed that it held 18,144,196 shares or
roughly 5.44% of the common shares of AMR Corp. as of Dec. 31,
2010.

                          About AMR Corp.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

The Company's balance sheet at Sept. 30, 2010, showed
$25.36 billion in total assets, $8.94 billion in total
liabilities, $9.01 in billion of long-term debts, $503.0 million
in obligations under capital lease, $7.41 billion pension and
post-retirement benefits, $3.14 billion in other liabilities, and
a stockholders' deficit of $3.64 billion.

For all of 2010, AMR recorded a net loss of $471 million compared
to a loss of $1.5 billion in 2009.

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating from Standard &
Poor's.

In November 2010, Standard & Poor's Ratings Services revised its
outlook on AMR Corp. and its major operating subsidiary, American
Airlines Inc., to stable from negative, based on AMR's improved
operating performance, which has bolstered credit quality.  S&P
also affirmed its 'B-' corporate credit rating and most issue
ratings on the two companies and lowered selected ratings on
American's enhanced equipment trust certificates.


ANCHOR BLUE: Court Approves Liquidation Plan
--------------------------------------------
Bankruptcy Law360 reports that Anchor Blue Inc. received
bankruptcy court approval Wednesday for its Chapter 11 liquidation
plan, which provides nominal recovery for unsecured creditors.

Judge Peter J. Walsh of the U.S. Bankrutpcy Court for the District
of Delaware signed off on the plan, which will wind down the
beleaguered company, according to Law360.

                         About Anchor Blue

Anchor Blue is a specialty retailer of casual apparel and
accessories for the teenage market.  Founded in 1972, the Company
has 117 stores located in nine western and southwestern states:
Arizona, California, Colorado, New Mexico, Oregon, Texas, Utah and
Washington.  The Company employs 1,400 full and part-time
employees in their stores and their corporate headquarters in
Corona, California.  Anchor Blue is an indirect affiliate of Sun
Capital Partners, a Florida-based investment firm.

Anchor Blue Holding Corp., together with Anchor Blue Inc., filed
for Chapter 11 bankruptcy protection on Jan. 11, 2011 (Bankr.
D. Del. Lead Case No. 11-10110).  As of Jan. 1, 2011, the Debtors'
books and records reflected total combined assets of roughly $24.7
million (book value) and total combined liabilities of roughly
$38.5 million.

Neil Herman, Esq., and Rachel Mauceri, Esq., at Morgan Lewis, in
Philadelphia, Pennsylvania, serves as counsel to the Debtors.
Epiq Bankruptcy Solutions, LLC, is the claims and notice agent.
An Official Committee of Unsecured Creditors has been formed in
the Chapter 11 cases.


APPLESEED'S INTERMEDIATE: Files Schedules of Assets & Liabilities
-----------------------------------------------------------------
Appleseed's Intermediate Holdings LLC and Appleseed's Acquisition
Inc. filed separate schedules of assets and liabilities, and
statement of financial affairs to the U.S. Bankruptcy Court for
the District of Delaware, disclosing:

                                        Total      Total
Company Name                           Assets     Liabilities
------------                           --------   ------------
Appleseed's Acquisition Inc.           $0         $663,800,000
Appleseed's Intermediate Holdings LLC  $892,974   $737,919,488

A full-text copy of the Appleseed's Acquisition's Schedules of
Assets and Liabilities is available for free at:

               http://ResearchArchives.com/t/s?736b

A full-text copy of the Appleseed's Intermediate's Schedules of
Assets and Liabilities is available for free at:

               http://ResearchArchives.com/t/s?736c

                  About Appleseed's Intermediate

Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings
LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard
Brands sells clothing to people 55 and older.  Orchard Brands has
17 brands including Appleseed's, Draper's & Damon's, Gold Violin,
Haband and Norm Thompson.  It publishes catalogs and has stores
under its Appleseed's and Draper's & Damon's brands.  It has
annual sales of about $1 billion and earnings before interest,
taxes, depreciation and amortization are about $50 million,
sources said told Bloomberg.

Appleseed's is owned by Golden Gate Capital Corp., which also
holds stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-10160) on
Jan. 19, 2011.  Richard M. Cieri, Esq., Joshua A. Sussberg, Esq.,
at Brian E. Schartz, at Kirkland & Ellis LLP, serve as the
Debtors' bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP, serves as local counsel to the
Debtors.  Moelis & Company LLC is the Debtors' investment banker
and financial advisor.  Alvarez & Marshal North America, LLC, is
the Debtors' restructuring advisor.  Pricewaterhousecoopers LLP is
the Debtors' independent auditor.  Kurtzman Carson Consultants LLC
is the notice, claims and balloting agent.  Appleseed's
Intermediate estimated assets at $100 million to $500 million and
debts at $500 million to $1 billion in its Chapter 11 petition.


APPLESEED'S INTERMEDIATE: Taps A&M as Restructuring Advisor
-----------------------------------------------------------
Appleseed's Intermediate Holdings LLC, et al., ask for
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Alvarez & Marsal North America, LLC, as
restructuring advisor, nunc pro tunc to the Petition Date.

A&M will, among other things:

     a. assist in the evaluation of the Debtors' current business
        plan and cash flow forecast and presentation of such plan
        and forecast;

     b. assist in the identification of cost reduction and
        operations improvement opportunities;

     c. assist in the development and management of a 13-week
        cash flow forecast; and

     d. assist in financing issues including assistance in
        preparation of reports and liaison with creditors.

A&M will be paid based on the rates of its professionals:

        Managing Directors                 $650-850
        Directors                          $450-650
        Associates                         $350-450
        Analysts                           $250-350

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

A hearing on the Debtors' request to hire A&M has been rescheduled
to February 18, 2011, at 2:00 p.m. (ET).  The hearing was
initially set for February 11, 2011.

                  About Appleseed's Intermediate

Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings
LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard
Brands sells clothing to people 55 and older.  Orchard Brands has
17 brands including Appleseed's, Draper's & Damon's, Gold Violin,
Haband and Norm Thompson.  It publishes catalogs and has stores
under its Appleseed's and Draper's & Damon's brands.  It has
annual sales of about $1 billion and earnings before interest,
taxes, depreciation and amortization are about $50 million,
sources said told Bloomberg.

Appleseed's is owned by Golden Gate Capital Corp., which also
holds stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection on January 19, 2011 (Bankr. D. Del. Lead
Case No. 11-10160).  Richard M. Cieri, Esq., Joshua A. Sussberg,
Esq., at Brian E. Schartz, at Kirkland & Ellis LLP, serve as the
Debtors' bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP, serves as local counsel to the
Debtors.  Moelis & Company LLC is the Debtors' investment banker
and financial advisor.  Pricewaterhousecoopers LLP is the Debtors'
independent auditor.  Kurtzman Carson Consultants LLC is the
notice, claims and balloting agent.  Appleseed's Intermediate
estimated assets at $100 million to $500 million and debts at
$500 million to $1 billion in its Chapter 11 petition.


APPLESEED'S INTERMEDIATE: Wants to Hire PwC as Auditor
------------------------------------------------------
Appleseed's Intermediate Holdings LLC, et al., ask for
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ PricewaterhouseCoopers LLP as auditor and tax
advisor, nunc pro tunc to the Petition Date.

PwC will, among other things:

     a. provide general accounting and tax advice regarding the
        bankruptcy process, the Debtors' adoption of fresh start
        accounting and other related matters;

     b. advise on the industry standard practices regarding
        booking fresh start accounting journal entries and
        methodologies employed in fair value measurements; and

     c. advise on general policies and procedures with respect to
        selecting new accounting policies for the Debtors upon
        emergence from Chapter 11.

PwC will be compensated:

     a. for audit services pursuant to the Debtors' engagement
        letter in accordance with the estimated fixed fee of
        $982,400; and

     b. for all tax and accounting services rendered pursuant to
        the engagement letter on an hourly basis:

        Partner                        $585
        Senior Manager                 $350
        Manager                        $260
        Senior Associate               $190
        Associate                      $135
        Administrative Support         $100

Daniel R. Hutchins III, partner at PwC, assures the Court that the
firm is a "disinterested person" as that term defined in Section
101(14) of the Bankruptcy Code.

                  About Appleseed's Intermediate

Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings
LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard
Brands sells clothing to people 55 and older.  Orchard Brands has
17 brands including Appleseed's, Draper's & Damon's, Gold Violin,
Haband and Norm Thompson.  It publishes catalogs and has stores
under its Appleseed's and Draper's & Damon's brands.  It has
annual sales of about $1 billion and earnings before interest,
taxes, depreciation and amortization are about $50 million,
sources said told Bloomberg.

Appleseed's is owned by Golden Gate Capital Corp., which also
holds stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection on January 19, 2011 (Bankr. D. Del. Lead
Case No. 11-10160).  Richard M. Cieri, Esq., Joshua A. Sussberg,
Esq., at Brian E. Schartz, at Kirkland & Ellis LLP, serve as the
Debtors' bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP, serves as local counsel to the
Debtors.  Moelis & Company LLC is the Debtors' investment banker
and financial advisor.  Alvarez & Marshal North America, LLC, is
the Debtors' restructuring advisor.  Kurtzman Carson Consultants
LLC is the notice, claims and balloting agent.  Appleseed's
Intermediate estimated assets at $100 million to $500 million and
debts at $500 million to $1 billion in its Chapter 11 petition.


APPLESEED'S INTERMEDIATE: Wants Moelis & Co. as Financial Advisor
-----------------------------------------------------------------
Appleseed's Intermediate Holdings LLC, et al., ask for
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Moelis & Company LLC as financial and capital
markets advisor, nunc pro tunc to the Petition Date.

Moelis will, among other things:

     a. undertake, in consultation with members of management, a
        customary business and financial analysis of the Debtors;

     b. identify, review and evaluate, as deemed desirable by the
        Debtors, any sale transaction, restructuring transaction
        and capital transaction and, if directed, develop and
        evaluate alternatives for a sale transaction,
        restructuring transaction and capital transaction;

     c. assist the Debtors in developing a strategy to effectuate
        a potential sale transaction, restructuring transaction
        and capital transaction; and

     d. assist the Debtors' preparation of a marketing plan and an
        information memorandum describing the Debtors, which may
        be distributed to parties in interest.

Moelis will be paid:

     a. a nonrefundable cash retainer fee of $150,000, which was
        paid concurrently with the execution of the Debtors'
        engagement letter with Moelis, with 100% of the retainer
        to be credited against any sale transaction fee,
        restructuring fee or capital transaction fee that may
        become payable;

     b. a monthly fee of $150,000;

     c. a sale transaction fee payable at the closing of a sale
        transaction of 1.0% of the transaction value;

     d. a restructuring fee of $2.85 million in cash upon
        consummation of a restructuring transaction;

     e. a capital transaction fee in cash upon consummation of
        each capital transaction equal to (i) 0.5% of the
        aggregate amount of new debt obligations funded in cash
        raised in a capital transaction in the form of secured
        debt or debtor in possession financing and (ii) an amount
        to be agreed upon between the Debtors and Moelis prior to
        any offering or negotiation of any other capital
        transaction.

Jared J. Dermont, managing director in the Recapitalization and
Restructuring Group at Moelis, assures the Court that the firm is
a "disinterested person" as that term defined in Sec. 101(14) of
the Bankruptcy Code.

                  About Appleseed's Intermediate

Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings
LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard
Brands sells clothing to people 55 and older.  Orchard Brands has
17 brands including Appleseed's, Draper's & Damon's, Gold Violin,
Haband and Norm Thompson.  It publishes catalogs and has stores
under its Appleseed's and Draper's & Damon's brands.  It has
annual sales of about $1 billion and earnings before interest,
taxes, depreciation and amortization are about $50 million,
sources said told Bloomberg.

Appleseed's is owned by Golden Gate Capital Corp., which also
holds stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection on January 19, 2011 (Bankr. D. Del. Lead
Case No. 11-10160).  Richard M. Cieri, Esq., Joshua A. Sussberg,
Esq., at Brian E. Schartz, at Kirkland & Ellis LLP, serve as the
Debtors' bankruptcy counsel.  Domenic E. Pacitti, Esq., at Klehr
Harrison Harvey Branzburg LLP, serves as local counsel to the
Debtors.  Alvarez & Marshal North America, LLC, is the Debtors'
restructuring advisor.  Pricewaterhousecoopers LLP is the Debtors'
independent auditor.  Kurtzman Carson Consultants LLC is the
notice, claims and balloting agent.  Appleseed's Intermediate
estimated assets at $100 million to $500 million and debts at
$500 million to $1 billion in its Chapter 11 petition.


APPLESEED'S INTERMEDIATE: Proposes Rules for Potential Sale
-----------------------------------------------------------
Appleseed's Intermediate Holdings LLC, et al., ask the U.S.
Bankruptcy Court for the District of Delaware to approve bidding
procedures in connection with a potential sale of substantially
all of their assets.

The Debtors propose a hearing on the auction rules on March 8,
2011, at 11:30 a.m. (ET).  Objections, if any, are due Feb. 22, at
4:00 p.m.

On the Petition Date, the Debtors entered into the Restructuring
Support Agreement, an agreement with over 80% of its first lien
secured lenders and 100% of its second lien secured lenders on the
terms of a reorganization plan that will eliminate approximately
$420 million of indebtedness.  The Support Agreement, however,
also provides the "backstop" that a sale will be triggered if
certain deadlines are not met.

As reflected in the Support Agreement, the sale would likely
include a credit bid from the Consenting Lenders.  The
administrative agents will submit credit bids on behalf of the
respective Secured Lenders pursuant to Section 363(k) of the
Bankruptcy Code.

Failure to meet any one of these milestone deadlines could trigger
initiation of the Sale process:

  a. objections to the Disclosure Statement are due 28 days after
     the Petition Date (or a later date agreed to by the Debtors
     and a third party, in consultation with the parties specified
     in the DIP Credit Agreement and the Plan Support Agreement);

  b. a hearing on the Disclosure Statement is to be held seven
     days after the deadline to object to the Disclosure Statement
     (subject to the Court's availability);

  c. the solicitation period with respect to votes to accept or
     reject the Plan is to begin within five days after the order
     approving the Disclosure Statement is entered;

  d. the deadlines to object to the Plan and vote on the Plan are
     to be no later than 35 days after the commencement of the
     solicitation period;

  e. the Confirmation Hearing is to be held 14 days after the
     deadline to vote on the Plan (subject to the Court's
     availability);

  f. the Confirmation Order is to be entered no later than 90 days
     after the Petition Date; and

  g. the Effective Date of the Plan must occur within 15 days
     after the entry of the confirmation order.

A hearing to consider the adequacy of the information in the
disclosure statement explaining the pre-negotiated Chapter 11 plan
is scheduled for March 1.

In the event of a "triggering event" under the agreement providing
for DIP financing for the Debtors, the Debtors will proceed with
approval of the Sale in accordance with the proposed Bidding
Procedures.  The Debtors will begin marketing the assets
immediately after approval of the Bidding Procedures.

The Debtors seek approval of Bidding Procedures that are based on
the sale milestones agreed to in the Plan Support Agreement:

   a. objections to entry of the Bidding Procedures Order are due
      28 days after the date on which the Debtors file the Sale
      Motion (or a later date agreed to by the Debtors and a third
      party, in consultation with the parties specified in the DIP
      Credit Agreement and the Support Agreement). The Debtors
      have set the deadline by which parties must object to entry
      of the Bidding Procedures Order as February 22, 2011, at
      4:00 p.m.;

   b. the hearing to approve the Bidding Procedures is to be held
      seven days after the deadline set forth above for the
      Disclosure Statement Hearing (or the first available date
      thereafter);

   c. the Bidding Procedures Order is to be entered within five
      days after the Bidding Procedures Hearing (or such later
      date agreed to by the Debtors and the parties specified in
      the DIP Credit Agreement and the Support Agreement);

   d. the Debtors are to proceed with at least a 30-day marketing
      process, followed by an auction on notice in accordance with
      the Auction Notice; and

   e. the hearing to approve the Sale is to occur within five days
      after the Auction.

                   About Appleseed's Intermediate

Based in Beverly, Massachusetts, Appleseed's Intermediate Holdings
LLC, aka Appleseed's Intermediate Holdings, Inc., aka Orchard
Brands sells clothing to people 55 and older.  Orchard Brands has
17 brands including Appleseed's, Draper's & Damon's, Gold Violin,
Haband and Norm Thompson.  It publishes catalogs and has stores
under its Appleseed's and Draper's & Damon's brands.  It has
annual sales of about $1 billion and earnings before interest,
taxes, depreciation and amortization are about $50 million,
sources said told Bloomberg.

Appleseed's is owned by Golden Gate Capital Corp., which also
holds stakes in retailers Express Inc., Eddie Bauer Holdings Inc.
and Zale Corp.

Appleseed's Intermediate and its affiliates filed for Chapter 11
bankruptcy protection on January 19, 2011 (Bankr. D. Del. Lead
Case No. 11-10160).  Kirkland & Ellis LLP, and Klehr Harrison
Harvey Branzbur LLP represent the Debtors.  Moelis & Company LLC
is the Debtors' investment banker and financial advisor.  Alvarez
& Marshal North America, LLC, is the Debtors' restructuring
advisor.  Pricewaterhousecoopers LLP is the Debtors' independent
auditor.  Kurtzman Carson Consultants LLC is the notice, claims
and balloting agent.  Appleseed's Intermediate disclosed $892,974
in assets and $737,919,488 in liabilities as of the Chapter 11
filing.

An Official Committee of Unsecured Creditors was appointed in
these cases.


AQUILEX HOLDINGS: Moody's Gives Pos. Outlook on Financial Relief
----------------------------------------------------------------
Moody's Investors Service said that Aquilex Holdings LLC's plan to
obtain financial covenant relief under its first lien credit
facility could be a credit positive.  Moody's currently consider
the liquidity profile to be weak due to risk of a financial ratio
covenant breach in 2011; looser covenant test thresholds would add
confidence of sustained revolver access and would help the credit
profile.  Without revised covenant maintenance thresholds, the
ratings will probably soon decline because of the covenant breach
potential.  Assuming the covenant amendment effort succeeds,
continuation of the recent revenue trend could eventually help
stabilize the negative rating outlook (B3 corporate family rating)
but earnings would also need to grow.

Aquilex Holdings, LLC, headquartered in Atlanta, Georgia, is a
provider of service, repair and overhaul services, and industrial
cleaning services to the energy and power generation sectors.
Revenues for the last twelve months ended September 30, 2010 were
approximately $446 million.


ARROW TRUCKING: Wants 2 Principals to Return $12.5 Million
----------------------------------------------------------
The Distressed Debt Report reports that the trustee in Arrow
Trucking's bankruptcy is seeking to compel two principals to
return $12.5 million they allegedly took out of the company when
it was insolvent.

Tulsa-based Arrow Trucking was a 61-year-old trucking business
that suspended operations Dec. 22, 2009.  Arrow Trucking filed a
Chapter 7 bankruptcy petition Jan. 8, 2010 in U.S. Bankruptcy
Court in Tulsa, Oklahoma.  Arrow bankruptcy trustee Patrick J.
Malloy III estimates Arrow Trucking's assets at $8.55 million and
liabilities at $98.97 million.


AXCAN INTERMEDIATE: Moody's Affirms 'B2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service Moody's affirmed the B2 Corporate Family
Rating of Axcan Intermediate Holdings Inc., the parent of Axcan
Pharma Inc. and Axcan Pharma US, Inc., based on Axcan's recently
completed financing arrangements.  Additionally, Moody's affirmed
Axcan's B1 senior secured rating, Caa1 senior unsecured rating and
SGL-2 Speculative Grade Liquidity Rating.  The rating outlook
remains stable.

Final terms of Axcan's financing include a senior secured term
loan of $750 million and senior secured revolving credit
commitments totaling $147 milling.  The revolving commitments are
comprised of $115 million of extended commitments maturing in 2016
and $32 million of existing, unextended commitments maturing in
2014.  The revolving credit commitments are currently undrawn.
The proposed new senior secured notes of $225 million rated on
January 26, 2011 have been cancelled, and Moody's is withdrawing
the rating on this instrument.

Proceeds of the financing are being used to fund the acquisition
of Eurand N.V., and to repay Axcan's existing 9.25% senior secured
notes of $228 million due 2015.  Upon repayment of the senior
secured notes, Moody's will withdraw the rating on this
instrument.

In addition, proceeds have been used to repay Axcan's existing
Term Loan A borrowings, and the rating on this instrument is being
withdrawn.

The LGD point estimate on the new $115 million revolver and the
$750 million Term Loan is being revised to B1(LGD3, 39%) from
B1(LGD3, 38%).

Moody's is lowering the rating on Axcan's existing revolver due
2014 to B1 (LGD3, 39%) from Ba3 (LGD2, 27%).  This rating is
consistent with the rating on the new revolver commitments and the
$750 million senior secured term loan.

                        Ratings Rationale

Axcan's B2 rating reflects the benefits of the acquisition of
Eurand N.V. including improvements in scale, product diversity and
market share in the PEP category driven by Eurand's approved PEP
product, Zenpep.  The acquisition also provides the opportunity to
realize significant transaction-related synergies.  The ratings
are constrained by high financial leverage resulting from the
Eurand transaction as well as continued delay in FDA approval for
Axcan's Ultrase and Viokase PEP products.

The ratings could be upgraded if Axcan substantially increases its
size, scale and product diversity while improving its credit
metrics to levels that appear sustainable at the high-end of
Moody's "B" ranges (e.g. Debt/EBITDA of 4.0x).  Downward rating
pressure could result from a sustained decline in CFO/Debt below
5% or if Debt/EBITDA does not appear sustainable below 6.0 times
over the intermediate-term.  Such a scenario appears unlikely in
the ordinary course of business but could result from a
significant debt-financed acquisition.

Ratings affirmed (some with LGD point estimate revisions)

  -- B2 Corporate Family Rating
  -- B2 Probability of Default Rating
  -- Caa1 (LGD6, 90%) senior unsecured notes due
  -- SGL-2 Speculative Grade Liquidity Rating

Ratings affirmed with LGD point estimate revisions:

  -- Senior secured term loan at Ba3 (LGD3, 39%) from Ba3 (LGD3,
     38%), upsized to $750 million

  -- Senior secured revolving credit agreement of $115 million due
     2016 at Ba3 (LGD3, 39%) from Ba3 (LGD3, 38%)

Rating lowered:

  -- Senior secured revolving credit facility of $115 million due
     2014 to B1 (LGD3, 39%) from Ba3 (LGD2, 27%), with commitment
     amount reduced to $32 million

Ratings withdrawn:

  -- B1 (LGD3, 38%) $225 senior secured notes
  -- Ba3 (LGD2, 27%) senior secured Term Loan A due 2014


BEALE STREET: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Beale Street Blues Company Las Vegas, LLC
        149 Monroe Avenue
        Memphis, TN 38103

Bankruptcy Case No.: 11-21619

Chapter 11 Petition Date: February 16, 2011

Court: U.S. Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Paulette J. Delk

Debtor's Counsel: Jonathan E. Scharff, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  E-mail: jscharff@harrisshelton.com

Scheduled Assets: $2,527,894

Scheduled Debts: $3,764,170

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/tnwb11-21619.pdf

The petition was signed by S. Thomas Peters, manager.


BERNARD L MADOFF: Picard Disputes NY Times Report on Meeting
------------------------------------------------------------
The Associated Press reports that Irving H. Picard, the trustee
seeking to recover money for victims of Bernard Madoff's Ponzi
scheme, disputes a report in which Mr. Madoff claims the two met.

According to the AP, David J. Sheehan, chief counsel for
Mr. Picard, said in a statement Wednesday that Mr. Picard never
met with Mr. Madoff.  Mr. Sheehan says "there has been no direct
communication between them."

The New York Times' Diana B. Henriques reported on Feb. 15 that
Mr. Madoff indicated in a private two-hour interview in a visitor
room in a Butner, North Carolina prison, and in earlier e-mail
exchanges, that unidentified banks and hedge funds were somehow
"complicit" in his elaborate fraud, an about-face from earlier
claims that he was the only person involved.  Mr. Madoff is
serving a 150-year sentence.  However, Mr. Madoff maintained
family members knew nothing about his crimes.

"They had to know," Mr. Madoff said in the interview.  "But the
attitude was sort of, `If you're doing something wrong, we don't
want to know.' "

Mr. Madoff, however, said Fred Wilpon and Saul Katz, Mr. Wilpon's
brother-in-law and business partner, "knew nothing" of the fraud.

In the interview and e-mails, Mr. Madoff said he had given SIPA
Trustee Irving H. Picard's legal team "information I knew would be
instrumental in recovering assets from those people complicit in
the mess I put myself into."

             Prof. Henning Weighs on Complicity Claims

Meanwhile, Peter J. Henning, a Professor at Wayne State University
Law School, writing for White Collar Watch for The New York Times'
DealBook, weighs on Mr. Madoff's claims during the interview that
some of the bankers and fund investors "had to know" about the
fraud.  "[S]hould we believe the orchestrator of a decades-long
deceit when he points the finger at others, while making sure to
exonerate those closest to him?," Prof. Henning asks, in this
article http://is.gd/cN1JYXfrom The New York Times.

Prof. Henning also says Mr. Madoff's statements to Mr. Picard will
be subject to discovery in any related cases.  Prof. Henning says
it is questionable how helpful Mr. Madoff's assertions will be.
The defendants in Mr. Picard's suits may also seek to depose Mr.
Madoff to learn what he told the trustee, putting Mr. Picard in
the uncomfortable position of defending Mr. Madoff's veracity as a
source of information, if in fact he was.

Prof. Henning also wonders whether one of the defendants being
pursued by Mr. Picard might call Mr. Madoff as a witness in the
case.  "Far-fetched as that might seem, a bank or investor
claiming to have been misled by Mr. Madoff might consider calling
the man responsible for the fraud to testify. Is there really a
better way to show the true extent of the fraud?" according to
Prof. Henning.

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


BERNARD L MADOFF: Baker & Hostetler Got $128MM in Fees So Far
-------------------------------------------------------------
Aaron Smith, staff writer for CNNMoney, reports that the
Securities Investor Protection Corp., an industry-sponsored
organization that provides financial protection to investors, has
paid more than $290 million to law firms and consultants since
Bernard Madoff's scheme fell apart in 2008.  The lawyers and
consultants are tasked with tracking down and recovering Mr.
Madoff's stolen assets so they can be distributed back to the
victims of his scam.

According to CNNMoney, the payment includes fees of nearly $128
million for Baker & Hostetler, the law firm that is spearheading
the recovery of stolen property.  The firm's Irving Picard, who
was appointed to serve as trustee by the federal bankruptcy court
overseeing the case, is being paid an additional $3.2 million.

CNNMoney also reports SIPC said it has paid another $10 million to
additional law firms "around the world."

SIPC also has paid nearly $150 million to consultants, including:

     -- $84 million to FTI Consulting,
     -- $48 million to AlixPartners,
     -- $2.5 million to Renaissance Associates, and
     -- $10 million to others.

According to CNNMoney, the $290 million in legal and consultant
fees is in addition to the $790 million that SIPC is paying to
victims of Mr. Madoff's fraud.  The organization covers up to
$500,000 in losses for individual investors with legitimate
claims.

CNNMoney notes that, of the 16,266 Madoff investors who filed
claims with the trustee, only 2,402 are considered legitimate.
These investors have received payments of up to $500,000, or are
in the process of receiving those payments.  The majority of
rejected claims are from "third parties" who invested through
feeder funds. In cases like that, only the direct investors -- the
feeder funds themselves -- are protected by SIPC.

CNNMoney relates the fees do not come from the $10 billion in
assets already recovered from the $20 billion estimated lost in
Madoff's scheme.  Instead, the money comes from Wall Street
brokerage firms, which SIPC's president says are required to pay
0.25% of their net revenue into a insurance fund.

"In the Madoff case, SIPC has shouldered all the administrative
expenses," said Stephen Harbeck, president and CEO of SIPC,
according to CNNMoney. "Any money that Picard and his firm has
recovered goes 100% into the customer property pool. Customer
property is never used to pay legal fees."

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


BEST ENERGY: Has $20.7-Mil. in Assets at Sept. 30
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Best Energy Services Inc., which is under Chapter 11
protection, listed assets of $20.7 million and total liabilities
of $30.6 million on a Sept. 30 balance sheet.  Revenue in the
first three quarters of 2010 was $4.8 million, resulting in a
$2 million operating loss and a $3.5 million net loss.

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

Best Energy Services filed for Chapter 11 bankruptcy protection
(Bankr. D. Kan. Case No. 11-10286) in Wichita, Kansas.  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


BLACK CROW: Lease Decision Period Extended Until April 8
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
further extended Black Crow Media Group LLC and its debtor-
affiliates' time to assume or reject certain unexpired leases of
non-residential real property until April 8, 2011.

Global Tower LLC consented to the request for an extension but
reserved the right to withdraw if the Debtors fail to make lease
payments during the additional time.  The Debtors and Global Tower
are parties to certain nonresidential real property leases through
which the Debtors lease space on radio towers owned by Global
Tower in order to broadcast their radio signals.  The Debtors pay
rent to Global Tower in the approximate amount of $142,000 per
quarter.

                         About Black Crow

Daytona Beach, Florida-based Black Crow Media Group, LLC, owns and
operates 17 FM and 5 AM radio stations in Daytona Beach, Live Oak,
Valdosta, Huntsville, Alabama, and Jackson, Tennessee.

Black Crow filed for Chapter 11 protection in January, two days
before a hearing in U.S. district court where GECC was seeking
appointment of a receiver following default on term loans and a
revolving credit.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. M.D. Fla. Case No. 10-00172).  The
Company's affiliates -- Black Crow Media, LLC, et al. -- also
filed separate Chapter 11 petitions.  Mariane L. Dorris, Esq., and
R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP,
assist the Company in its restructuring effort.  The Company
estimated assets of $10 million to $50 million and debts of
$50 million to $100 million in its Chapter 11 petition.


BORDERS GROUP: To Close 200+ Stores Under Bankruptcy
----------------------------------------------------
Borders Group Inc. and its debtor affiliates sought authority from
the U.S. Bankruptcy Court for the Southern District of New York
to sell certain assets, consisting of merchandise and owned
furniture, fixtures and equipment located at about 200 of their
stores, through store closing sales, free and clear of liens,
claims and encumbrances.  The Debtors also seek permission to
close, at their option, up to 75 of 136 potential other stores.

The Debtors assert that closing at least 200 of their 642 stories
is absolutely critical to any reorganization process, especially
since they are losing approximately $2 million per week at those
stores.  To the extent the Debtors cannot negotiate favorable
lease concessions from landlords, closing up to 75 more stores
may also be necessary, David M. Friedman, Esq., at Kasowitz,
Benson, Torres & Friedman LLP, in New York, relates.

                    Hilco Stalking Horse Bid

Before the Petition Date, the Debtors contacted potential
liquidators to solicit interest in bidding on the right to
conduct the Store Closing Sales or SCSs.  The process resulted in
a higher and better bid offered by Hilco Merchant Resources, LLC,
SB Capital Group, LLC, and Tiger Capital Group, LLC, which would
pay the Debtors:

  (1)  a guaranteed amount of 73% of the cost value of all
       Merchandise located at the Closing Stores and which the
       Debtors estimate will bring at least $131 million and as
       much as $148 million into the estates, plus

  (ii) a 50% share of any proceeds received during the SCSs
       after a 5% fee and recovery of expenses.

Moreover, during the SCSs, the Hilco Group, as the Stalking Horse
Bidder, would fund store level expenses as well as overhead
expenses allocable to Closing Stores relieving the Debtors of
such burdens.

The Hilco Group has agreed to subject its Stalking Horse Bid to
an auction, conditioned on certain customary stalking horse
protections including, without limitation, a minimal break-up fee
of $1,000,000 payable if the Stalking Horse Bidder is not the
successful bidder at the Auction.

In exchange for the break-up fee, the Debtors were able to
negotiate certain other valuable provisions including the sale of
the periodicals inventory, cost to retail factors and a broader
merchandise threshold.

The Debtors worked with the Hilco Group to finalize an agency
agreement executed by the parties on February 15, 2011.  The
Hilco Agency Agreement, including explicitly the break-up fee,
has been approved by the Debtors' key constituencies including
the Debtors' two proposed DIP Facility Agents, according to Mr.
Friedman.

                  Expedited Auction is Necessary

The Debtors believe it is critical that the winner of the Auction
commence the SCSs by no later than Saturday, February 19, 2011.
The Debtors contend that delaying the sales until after the
Presidents' Day long weekend will only lower the sale price by as
much as 1-2% off the guaranty percentage paid by the liquidators,
equal to approximately $2 million to $4 million of value.

Against this backdrop, the Debtors maintained that they needed to
proceed quickly and aimed to conduct a final auction for a
liquidator by February 16, 2011.

                     Terms of Agency Agreement

The successful bidder at the Auction will be deemed the
Liquidating Agent.  The Debtors aver that the need to retain a
professional liquidator will enable them to maximize sale
proceeds while minimizing distraction from their restructuring
efforts.

In line with the need to conduct an expedited auction process,
the Debtors seek the Court's authority to enter into the Agency
Agreement with the Stalking Horse Bidder or enter into a similar
agreement with the Successful Bidder at the Auction.

Regardless of who the Liquidating Agent will be, the terms of the
Agency Agreement will not change, other than possible economic
improvements, says Mr. Friedman.  Under the Agency Agreement,
assets to be sold are all merchandise at the Closing Stores,
which initially consist of 200 stores, a list of which is
available for free at:

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

As a guarantee of its performance, the Liquidating Agent will
ensure the Debtors' receipt of a certain percentage of the cost
value of the Merchandise.

The Liquidating Agent will sell the FF&E at the Closing Stores,
in exchange for a certain fee calculated as a percentage of the
net proceeds from the sales.  The Stalking Horse Bidder has
agreed to a fee of 20%.

The Liquidating Agent will be responsible for all expenses
incurred in conducting the Sale.  These include occupancy
expenses, payroll, onsite supervision costs, and promotional
costs.

The Liquidating Agent will have the right to use the Debtors'
store level employees, and will reimburse the Debtors for
payroll.

The SCSs may be conducted upon the entry of the Court's consent,
and will continue through April 30, 2011.

A full-text copy of the Agency Agreement and its accompanying
exhibits are available for free at:

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

Furthermore, the Debtors seek the Court's authority to abandon
any unsold property following the SCSs.  They contend that
retaining the unsold property will be burdensome to their
estates.

The Debtors and the Liquidating Agent assure the Court they will
utilize all commercially reasonable efforts to remove or cause to
be removed any confidential or personal identifying information
in any of the Debtors' hardware, software, computer or cash
registers or similar equipment that are to be sold or abandoned.

                  Hilco Consulting Agreements

The Debtors entered into agreements with Hilco before filing for
bankruptcy to obtain Hilco's consulting services with respect to
store closing sales run by the Debtors at 19 locations, relates
Mr. Friedman.  Each agreement entitles Hilco to reimbursement of
its expenses for conducting those sales.  With respect to
Waldenbooks locations, that is Hilco's only compensation,
explains Mr. Friedman.  At Borders SuperStore locations, Hilco
also receives a commission of 1.25% of gross proceeds.  The
Debtors assert that as of the Petition Date, they have paid all
obligations due to Hilco with respect to the agreements.

The Debtors maintain that they need Hilco's continued consulting
services postpetition.  They, thus, seek the Court's permission
to assume the Hilco Consulting Agreements.

                Necessary Waivers and Exemptions

The Debtors also seek certain related relief to obviate any
contractual or state or local laws that could inhibit the SCSs.

The Debtors specifically ask the Court to authorize them to
conduct the SCS without the necessity of, and the delay
associated with, obtaining various state licenses or permits,
observing state and local waiting periods or time limits, and
satisfying additional requirements, with respect to advertising,
conducting the SCSs or transferring merchandise from the
distribution centers to the Closing Stores.

The Debtors further seek to be exempted from state "fast pay"
laws and regulations that require an employer to pay its employee
contemporaneously with his or her termination.  The Debtors note
that the process could take them several days given the
termination scale necessitated by the SCSs, but nevertheless
maintain that they intend to pay their terminated employees as
expeditiously as possible.

Holly Felder Etlin of AP Services LLP, the Debtors' restructuring
advisors, filed a declaration with the Court supporting the
Debtors' contention that commencement of the SCSs as soon as
possible is warranted.  She assured the Court that proceeding
with the SCSs in an expedited basis will in no way impair
recoveries as the solicitation process used is mostly customary
and the Debtors' proposed postpetition financing facility agent
had direct input in the process.

                           *     *     *

Borders Group disclosed that the U.S. Bankruptcy Court for the
Southern District of New York has approved its previously-
disclosed strategic Store Reduction Program to facilitate its
reorganization and repositioning.  Borders said that it has
entered into agreements with experienced liquidators to conduct an
orderly wind down of the 200 underperforming stores that are part
of the program.  Borders expects these stores to be closed by the
end of April.

In addition, Borders announced that, as part of this Program, the
affected stores could begin promotional sales as soon as this
coming weekend.

                        About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.

As of Feb. 11, 2011, Borders employed a total of 6,100 full-time
employees, 11,400 part-time employees, and approximately 600
contingent employees (who are required to work one shift per
month, and usually do so at special events), all of whom are
located in the United States and Puerto Rico.  Borders' employees
are not subject to any collective bargaining agreements.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.  Borders Group said it was forced to
filed for bankruptcy protection in light of the environment of
curtailed customer spending and its lack of liquidity.

Borders has received commitments for $505 million in debtor-in-
possession financing led by GE Capital, Restructuring Finance.

Borders said at the time of the Chapter 11 filing that it has
identified 200 underperforming stores -- equivalent to
approximately 30% of its national store network -- that are
expected to close "in the next several weeks."  Borders has sought
the bankruptcy court's approval to tap a liquidator for 200 stores
and up to 75 of 136 potential other stores.

Borders had total assets of $1.28 billion and total debts of
$1.29 billion as of Dec. 25, 2010.

David M. Friedman, Esq., David S. Rosner. Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as bankruptcy counsel to the
Debtors.  Jefferies & Company's Inc. is the Debtors' financial
advisor.  DJM Property Management is the lease and real estate
services provider.  AP Services LLC is the interim management and
restructuring services provider.  The Garden City Group, Inc., is
the claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: Wants Until April 5 to File Schedules & Statements
-----------------------------------------------------------------
Borders Group Inc. and its units ask the Bankruptcy Court to grant
them additional time to file their (i) schedules of assets and
liabilities, (ii) schedules of executory contracts and unexpired
leases and (iii) statements of financial affairs.

David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, asserts that due to the complexity and
diversity of their operations, the Debtors anticipate that
they will be unable to complete their Schedules and Statements in
the 15-day period provided under Rule 1007(c) of the Federal
Rules of Bankruptcy Procedure.  He points out that while the
Debtors' books and records are maintained at their corporate
headquarters, the Debtors currently have about 642 retail stores
operating within the United States and Puerto Rico.  To prepare
their Schedules and Statements, the Debtors must necessarily
compile information relating to, among other things, sales,
returns, exchanges, gift cards and other customer programs,
employee wages, business interruptions, litigations, locations
and values of the Debtors' leased property, and lists of all of
the Debtors' personal property, he stresses.

The Debtors maintain that while they have began the task of
collecting the necessary information for the preparation and
finalization of their Schedules and Statements before the
Petition Date, with the assistance of their professionals,
substantial work remains to be done.  Given the facts and the
competing demands on the Debtors' employees and professionals to
assist in efforts to stabilize business operations during the
initial postpetition period, the Debtors will not be able to
properly and accurately complete the Schedules and Statements
within the required 15-day time period, Mr. Friedman says.  The
Debtors thus anticipate that they will require 45 days to
complete their Schedules and Statements.

At the Debtors' behest, the Court extended the 15-day period to
file their Schedules and Statements for another 30 days, through
and including April 5, 2011.

In light of certain schedules attached to the First Day
Declaration submitted to the Court by Scott Henry, Borders
Group's chief financial officer, the Debtors believe that the
Court, their creditors and other parties-in-interest have
substantial information regarding the Debtors' estates so as to
minimize any prejudice caused to those parties by a delay in the
submission of the Schedules and Statements.

                      About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.

As of Feb. 11, 2011, Borders employed a total of 6,100 full-time
employees, 11,400 part-time employees, and approximately 600
contingent employees (who are required to work one shift per
month, and usually do so at special events), all of whom are
located in the United States and Puerto Rico.  Borders' employees
are not subject to any collective bargaining agreements.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.  Borders Group said it was forced to
filed for bankruptcy protection in light of the environment of
curtailed customer spending and its lack of liquidity.

Borders has received commitments for $505 million in debtor-in-
possession financing led by GE Capital, Restructuring Finance.

Borders said at the time of the Chapter 11 filing that it has
identified 200 underperforming stores -- equivalent to
approximately 30% of its national store network -- that are
expected to close "in the next several weeks."  Borders has sought
the bankruptcy court's approval to tap a liquidator for 200 stores
and up to 75 of 136 potential other stores.

Borders had total assets of $1.28 billion and total debts of
$1.29 billion as of Dec. 25, 2010.

David M. Friedman, Esq., David S. Rosner. Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as bankruptcy counsel to the
Debtors.  Jefferies & Company's Inc. is the Debtors' financial
advisor.  DJM Property Management is the lease and real estate
services provider.  AP Services LLC is the interim management and
restructuring services provider.  The Garden City Group, Inc., is
the claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BORDERS GROUP: Winners & Losers in the Borders Bankruptcy
---------------------------------------------------------
Borders Group' bankruptcy filing comes a month after the Company
revealed that it was exploring the possibility of a restructuring
process under Chapter 11.

Mae Anderson of The Associated Press relates that entities that
stand to gain from the Borders bankruptcy are Barnes & Noble,
Amazon.com, and Books-A-Million.

AP notes that Credit Suisse analyst Gary Balter said the
announced Borders store closings could tip up Barnes & Noble's
sales by 6%, and if Borders goes out of business entirely, that
can translate to a 26% increase in Barnes & Noble sales.
Consumers who don't head to Barnes & Noble will likely head to
Amazon.com, Forrester Research analyst Sucharita Mulpuru said,
according to AP.  Alabama-based Books-A-Million, the third
largest U.S. bookstore chain, might also get its share of the
market as a result of Borders' tumble into Chapter 11.

Among those who stand to lose in the Borders bankruptcy are the
Company's employees, stockholders and publishers, AP points out.

The report relays that 6,000 Borders workers are expected to lose
their jobs while the Company strives to restructure.  AP adds
that investor William Ackman and Borders CEO Bennett Lebow, each
with about a 15% stake in the Company, also stand to see their
investments vanish.  Publishers already felt the crunch when
Borders ceased vendor payments in December.  Earlier, publisher
John Wiley & Sons Inc. disclosed it recorded $9 million in bad
debt because of non-payment by Borders, AP cites.  With Borders
set to close 200+ stores, publishers will lose more retail space
to feature their products.

                    Big Blow to Ackman and LeBow

Shira Ovide, writing for WSJ Blog's Deal Journal, says Borders
Group's bankruptcy is a blow to William Ackman and Bennett LeBow.

Messrs. Ackman and LeBow "are respected financiers with lengthy
track records of investment success.  But with Borders Group now
tipping into bankruptcy protection, the bookseller will stand out
at an unfortunate flub for Ackman and LeBow," Ms. Ovide wrote.

Mr. Ackman owned 10.6 million shares of Borders stock as of
Dec. 31, according to a recent regulatory filing.  He owns stakes
in Target Stores, J.C. Penney and Fortune Brands.

Ms. Ovide relates that four years ago, around the time Mr. Ackman
first started buying Borders stock, those shares would have been
worth $233 million.   Ms. Ovide relates that today, his stake has
lost 99% of its value, down to $2.4 million.

"It wasn't a good investment," Mr. Ackman told Deal Journal,
according to Ms. Ovide.

In December, in what now looks like a last-ditch effort to
rescue his equity investment, Mr. Ackman offered to finance a
$960 million combination of Borders and Barnes & Noble.

Ms. Ovide also relates that financier and tobacco magnate Mr.
LeBow in May made a $25 million investment on Borders in return
for a big slug of stock and warrants that pay off if Borders stock
climbs above $2.25 a share.  Mr. LeBow also appointed himself as
CEO last summer.

"It would premature for Borders to speculate as to the outcome of
the Chapter 11 process for equity holders," Borders has said.

                      About Borders Group

Borders Group is a leading operator of book, music and movie
superstores and mall-based bookstores.  At Jan. 29, 2011, the
Debtors operated 642 stores, under the Borders, Waldenbooks,
Borders Express and Borders Outlet names, as well as Borders-
branded airport stores in the United States, of which 639 stores
are located in the United States and 3 in Puerto Rico.  Two of
Borders' flagship stores (along with other less prominent stores)
are located in Manhattan.  In addition, the Debtors operate a
proprietary e-commerce Web site, http://www.Borders.com/,
launched in May 2008, which includes both in-store and online e-
commerce components.

As of Feb. 11, 2011, Borders employed a total of 6,100 full-time
employees, 11,400 part-time employees, and approximately 600
contingent employees (who are required to work one shift per
month, and usually do so at special events), all of whom are
located in the United States and Puerto Rico.  Borders' employees
are not subject to any collective bargaining agreements.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.  Borders Group said it was forced to
filed for bankruptcy protection in light of the environment of
curtailed customer spending and its lack of liquidity.

Borders has received commitments for $505 million in debtor-in-
possession financing led by GE Capital, Restructuring Finance.

Borders said at the time of the Chapter 11 filing that it has
identified 200 underperforming stores -- equivalent to
approximately 30% of its national store network -- that are
expected to close "in the next several weeks."  Borders has sought
the bankruptcy court's approval to tap a liquidator for 200 stores
and up to 75 of 136 potential other stores.

Borders had total assets of $1.28 billion and total debts of
$1.29 billion as of Dec. 25, 2010.

David M. Friedman, Esq., David S. Rosner. Esq., Andrew K. Glenn,
Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres &
Friedman LLP, in New York, serve as bankruptcy counsel to the
Debtors.  Jefferies & Company's Inc. is the Debtors' financial
advisor.  DJM Property Management is the lease and real estate
services provider.  AP Services LLC is the interim management and
restructuring services provider.  The Garden City Group, Inc., is
the claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes BORDERS GROUP
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by Borders Group Inc., the United States' second
largest bookstore chain.  (http://bankrupt.com/newsstand/or
215/945-7000)


BRIGHAM EXPLORATION: BlackRock Reports 7.26% Equity Stake
---------------------------------------------------------
BlackRock Inc., disclosed that it may be deemed to beneficially
own 8,491,189 shares or roughly 7.26% of the common stock of
Brigham Exploration Company as of Dec. 31, 2010.

Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves.  In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.

The Company's balance sheet at Sept. 30, 2010, showed
$1.02 billion in total assets, $447.84 million in total
liabilities, and stockholders' equity of $574.68 million.

                          *     *     *

Brigham carries 'Caa1' corporate family and probability of default
ratings, with 'positive' outlook, from Moody's Investors Service.
It has a 'B' corporate credit rating, with 'stable' outlook from
Standard & Poor's Ratings Services.  Moody's noted in September
2010 that while Brigham's recent results and 2010-11 drilling
program are positive and provide strong cash flow visibility, the
Company remains very small measured by production and proven
reserves.


BRIGHAM EXPLORATION: Moody's Upgrades Corp. Family Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service upgraded Brigham Exploration Company's
Corporate Family Rating to B3 from Caa1 and the Probability of
Default Rating to B3 from Caa1.  Moody's also upgraded Brigham's
$300 million senior unsecured notes due 2018 to Caa1 from Caa2 and
lower its Speculative Grade Liquidity rating to SGL-3 from SGL-1.
The rating outlook is stable.

"The primary driver for the upgrade is Brigham's strong reserve
and production growth and significant financial flexibility," said
Francis J.  Messina, Moody's Vice President.  "The B3 Corporate
Family Rating is prospective and it incorporates Moody's
expectation that the company will significantly increase proved
developed reserves and production rates over the next two years."

                         Ratings Rationale

The rating upgrade and stable outlook reflects Brigham's property
portfolio transformation, strong expected production trends,
strong liquidity and financial flexibility after issuing a
cumulative $576 million in equity since May 2009 to fund
accelerated drilling of the firm's promising properties in the
Williston Basin of North Dakota and Montana where it holds 368,400
net acres in the Bakken/Three Forks oil shale play.  Moody's
estimates 2010 production volumes have increased over 64% from the
previous year's level.

While Brigham's recent results and 2010-11 drilling program are
positive and provide cash flow visibility, the rating also
reflects Brigham's small size and scale of production and proven
reserves, its undiversified future growth and full-cycle
reinvestment costs, which are reliant on Bakken/Three Forks.  The
company's estimated year-end 2010 proven developed reserves have
dramatically increased from its 2009 level.  However, large proven
undeveloped reserve bookings, which require heavy capital spending
and face execution risk, did help reduce finding and development
costs.  At year-end 2010, production rates relative to capital
invested and finding and development costs have illustrated better
capital intensity of reserve replacement and production growth.

In April 2010, Brigham completed a $290 million equity offering
and announced the acceleration of its 2010 and 2011 drilling
programs.  The company will double its rig count in the Williston
Basin from four to eight rigs by early 2011 (7 rigs running
currently), and anticipates its annual drilling rate when at the 8
rig level to be approximately 80 gross wells a year.  The expanded
drilling program, while concentrated in the Williston Basin,
significantly reduces individual new well risk and well sequencing
in Brigham's efforts to grow production and replace reserves.  For
calendar 2010, Moody's estimates that Brigham has increased it PD
reserves 131% from its 2009 total.

Leverage levels, as measured by its reserve base and production
levels, has declined significantly over the past two years.
Nevertheless, while benefiting from Brigham's debt reduction and a
rising production trend, leverage remains elevated.  Moody's
estimates that at year-end 2010 debt to average daily production
has declined to $38,000 per boe while debt to proven developed
reserves declined to $14 per boe and debt plus future development
costs to total proven reserve will track to approximately $15 per
boe.  While all three leverage metrics remain in the Caa range,
rapid production growth this year will reduce leverage on
production and leverage on reserves which should continue the
company's improved leverage metric.

Brigham's SGL rating has been downgraded to SGL-3 from SGL-1 due
to Moody's expectation that the company will outspend its cash
flow through 2013.  Nevertheless, Moody's estimates that Brigham
has strong liquidity through the next 18 month horizon.  At
December 31, 2010, Brigham had $250 million of cash and an undrawn
$110 million borrowing base revolver.  Brigham plans to outspend
cash flow during the next three year period, concurrent with a
significant increase to its borrowing base revolver.  Covenants
under the revolver include: a maximum leverage ratio of 4.5x
reducing to 4x; minimum interest coverage of 2.5x; and a minimum
current ratio of 1.0x.  As of December 31, 2010, Brigham had full
availability of its revolver and was in compliance with the
covenants.  Other then its bank revolver there are no debt
maturities until 2018.

The Caa1 rating on the $300 million senior notes due 2018 reflects
both Brigham's overall probability of default, to which Moody's
assigns a PDR of B3, and a loss given default of LGD 5, 75%
(changed from LGD 4, 66%).  The senior unsecured notes are notched
one rating category lower than the B3 CFR to Caa1.  The notching
reflects the priority of claim that the senior secured revolving
credit facility would be entitled to in a liquidation or
bankruptcy.

The stable outlook reflects: (i) Brigham's liquidity profile;
(ii) its increasing proportion of liquids production, comprising
74% of total 2010 production versus 46% for 2009 (4Q 2010 was 80%
versus 57% for 4Q 2009]; and, (iii) the expectation that Brigham's
accelerated drilling program results will translate into
sustainable production and reserve growth.

In the near-term, a positive rating action is unlikely due to
Brigham's limited scale.  To be considered for a positive rating
action, the company should have increased average daily production
to at least 20 mboepd with debt to average daily production less
than $30,000/boe.  A negative rating action could occur if
sequential quarterly production trends significantly deteriorate,
if the company's liquidity diminishes, if leverage on production
increases, or if the company does not meet its production guidance
while achieving favorable F&D costs.

The last rating action on Brigham was September 13, 2010 at which
time Moody's assigned a Caa2 rating to Brigham's unsecured note
offering.

Brigham Exploration Company is headquartered in Austin, Texas.


BRUNSCHWIG & FILS: BDO Capital Soliciting Bids for Assets
---------------------------------------------------------
BDO Capital Advisors, the investment banker for the official
Unsecured Creditor Committee, is supplementing the Section 363
sales process of Brunschwig & Fils, Inc.

Jeffrey R. Manning, Managing Director of BDO Capital, said, "There
may be several well known strategic players that have interest in
acquiring these assets, but they lack the financing and bankruptcy
experience to move quickly on the opportunity.  BDO Capital would
be pleased to make introductions to these parties, as well as
provide information so you may consider an independent bid."

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

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


BURLINGTON COAT: Moody's Assigns 'B3' Rating to $1 Bil. Loan
------------------------------------------------------------
Moody's Investor Service assigned a B3 rating to Burlington
Coat Factory Warehouse Corp.'s proposed $1 billion term loan due
2017, and a Caa1 rating to the company's proposed $400 million
senior unsecured notes due 2019.  All other ratings including
Burlington's B3 Corporate Family Rating and SGL-3 Speculative
Grade Liquidity rating were affirmed.  The rating outlook is
stable.

Net proceeds from the proposed offerings will be used to repay the
company's $777.6 million term loan due 2013, $305 million senior
unsecured notes due 2014, $99 million 14.5% holdco notes, and to
finance a $250 million dividend to Burlington's equity owners.

                         Ratings Rationale

The affirmation of Burlington's B3 CFR reflects that its credit
metrics will remain weak despite the improvement in operating
performance made during the past year.  The proposed debt financed
dividend will offset most of the positive momentum in credit
metrics.  Pro forma for the proposed debt issuance, credit metrics
will modestly weaken from expected year end levels.  Pro forma
debt/EBITDA is about 6.2 times and EBITA/interest is about 1.4
times

The B3 CFR also incorporates Moody's view that the planned
dividend is significant in size when compared to the owners'
original $470 million equity investment and to the company's free
cash flow generation.  Additionally, the dividend comes at a time
when the management team is in midst of executing ongoing
strategic initiatives to further improve Burlington's operating
performance.

The stable outlook reflects that the improved inventory management
and cost reductions have led to improvements in Burlington's
operating performance that Moody's believes are sustainable.  The
outlook also considers Burlington's adequate liquidity and the
fact that the proposed refinancing will eliminate scheduled debt
maturities from now until the expiration of the $600 million asset
based revolving credit facility in 2014.  At the same time, the
outlook reflects Moody's opinion that Burlington's operating
performance will only modestly improve given the company's second
tier competitive position.  And as a result, the company's, credit
metrics will remain weak over the next twelve months.

Ratings could be downgraded if Burlington's liquidity weakens,
profitability deteriorates, or comparable store sales remain
negative.  Specifically, ratings could be downgraded if EBITDA
less capital expenditures to interest expense approaches 1.0 time.
An upgrade would require stability in comparable store sales and
further improvements in operating margins.  In addition,
Burlington Coat would need to demonstrate sufficient cushion
around its financial covenants and maintain adequate liquidity.
Specifically, ratings could be upgraded if debt to EBITDA is
sustained below 6.0 times and EBITA to interest expense be
sustained above 1.3 times.

Ratings assigned and subject to the review of final documentation:

* $1 billion senior secured term loan due 2017 at B3 (LGD 3, 47%)

* $400 million senior unsecured notes due 2019 at Caa1 (LGD 4,
  69%)

Ratings affirmed:

* Corporate Family Rating at B3
* Probability of Default Rating at B3
* Speculative Grade Liquidity rating at SGL-3

Ratings affirmed and to be withdrawn upon their repayment:

* $872 million senior secured term loan due 2013 at B3 (LGD 3,
  45%)

* 11.125% senior unsecured notes due 2014 at Caa1 (LGD 4, 68%)

The last rating action for Burlington was on November 10, 2010
when the company's $500 million senior unsecured notes were rated
Caa1 and its B3 CFR and stable outlook were affirmed.

Burlington Coat Factory Warehouse Corp., headquartered in
Burlington, NJ, is a an off-price apparel retailer that operates
459 stores in 44 states and Puerto Rico.  Annual revenues are
about $3.6 billion.


BWAY HOLDING: Moody's Assigns 'Ba3' Rating to Senior Facilities
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the amended
$587.5 million senior secured credit facilities of BWAY Holding
Company and affirmed the B2 corporate family rating of BWAY Parent
Company, Inc. and SGL-2 speculative grade liquidity rating.  The
rating outlook is stable.

The amended $587.5 million senior secured credit facilities
include a $75 million revolving credit facility, a $470.7 million
Term B Loan at BWAY Holding and a $41.79 million Term Loan C at
BWAY's Canadian subsidiary, ICL Industrial Containers ULC/I CL.
The revolver matures in 2016 and term loans are due in 2018.  The
transaction is largely credit neutral given that leverage will not
change, but is expected to lower interest expense slightly.  The
amendment also extends BWAY's maturity profile, resets certain
baskets and removes the minimum net interest coverage covenant
among other things.

Moody's took these rating actions for BWAY Holding Company, Inc.

-- Assigned $75 million senior secured revolving credit facility
    due 2016, Ba3 (LGD 2, 29%)

-- Affirmed $75 million senior secured revolving credit facility
    due June 16, 2016, Ba3 (LGD 2, 28%) (To be withdrawn after the
    transaction closes)

-- Assigned $470.7 million Term Loan B due 2018, Ba3 (LGD 2, 29%)

-- Affirmed $490 million senior secured term loan due June 16,
    2017, Ba3 (LGD 2, 28%) (To be withdrawn after the transaction
    closes)

-- Affirmed $205 million 10% notes due June 15, 2018, B3 (LGD 5,
    76%)

Moody's took these rating actions for ICL Industrial Containers
ULC/ICL

-- Assigned $41.79 million Term Loan C Ba3, (LGD 2, 29%)

Moody's took these rating actions for BWAY Parent Company, Inc.:

-- Affirmed Corporate Family Rating, B2

-- Affirmed Probability of Default Rating, B2

-- Affirmed Speculative Grade Liquidity Rating, SGL-2

-- Affirmed $150 million Senior Unsecured PIK Toggle Notes due
    2015, Caa1 (LGD 6, 93%)

The ratings outlook is stable.

                        Ratings Rationale

BWAY's B2 corporate family rating reflects credit risks resulting
from the high concentration of sales, cyclical nature of the
primary end market and acquisition strategy.  The company derives
approximately 40% of its revenues from housing-related products
(including paint and other building products) and 19% stem from
one customer.  While most of the targets for the company's
acquisitiveness are smaller, the potential for a larger debt-
financed acquisition exists and integration risk remains.  The
company has long-term contracts with customers that contain cost
pass-through provisions, but other costs are excluded and there is
the potential for significant lags.

The ratings are supported by the company's dominant share in its
markets, the limited number of alternate suppliers with scale and
breadth of product line, and barriers to entry in the industry.
BWAY also benefits from strong liquidity and long-standing
customer relationships.  The ratings are also supported by
anticipated benefits from the integration of recent acquisitions
and ongoing cost-cutting.  Accretive acquisitions with free cash
flow and an eventual stabilization of volumes are anticipated to
further support credit metrics long term.

                What Could Change the Rating -- Up

The rating could be upgraded if BWAY improves credit metrics and
maintains strong liquidity within the context of a stable
operating and competitive environment.  Specifically, the ratings
could be upgraded, if debt to EBITDA declines below 5.5 times,
free cash flow to debt improves to above 5.5%, the EBIT margin
remains above 8.0%, and EBIT to gross interest improves to 1.5
times or better on a sustained basis.

                What Could Change the Rating -- Down

The rating could be downgraded if there is a deterioration in
credit statistics, liquidity or the operating and competitive
environment.  Significant debt-financed acquisitions could also
pressure the rating.  Specifically, the rating could be downgraded
if total debt to EBITDA increases above 5.7 times, free cash flow
to debt declines below the mid-single digits, the EBIT margin
declines below 7.0%, and EBIT to gross interest declines below 1.3
times.


CABLEVISION SYSTEMS: Marathon et al. Report 7.42% Stake
-------------------------------------------------------
M.A.M. Investments Ltd., a Jersey corporation, Marathon Asset
Management (Services) Ltd., a UK Corporation, Marathon Asset
Management LLP, a limited liability partnership incorporated under
the laws of England and Wales, William James Arah, Jeremy John
Hosking and Neil Mark Ostrer disclosed holding in the aggregate
18,218,472 shares or roughly 7.42% of the class A shares of
Cablevision Systems Corp. as of Dec. 31, 2010.

                     About Cablevision Systems

Headquartered in Bethpage, New York, Cablevision Systems
Corporation is predominantly a domestic cable TV multiple system
operator serving around 3.1 million subscribers in and around the
New York metropolitan area.  Among other entertainment-and media-
related business ventures, the company also owns and distributes
programming to cable television and direct broadcast satellite
providers throughout the United States through its Rainbow
National Services subsidiary.

Cablevision said cash and cash equivalents totaled
$393.951 million at Dec. 31, 2010.  Debt totaled $12.827 billion,
including credit facility debt of $6.231 billion, senior notes and
debentures of $5.867 billion, and senior subordinated notes of
$324.071 million.

The Company's balance sheet at Sept. 30, 2010, showed
$7.50 billion in total assets, $13.72 billion in total
liabilities, and a stockholder's deficit of $6.24 billion.

Cablevision carries a 'Ba2' long term corporate family rating from
Moody's and 'BB' issuer credit ratings from Standard & Poor's.

Moody's Investors Service said in November 2010 that Cablevision's
Ba2 Corporate Family Rating and SGL1 rating, along with ratings of
company's subsidiaries including CSC Holdings, LLC and Newsday,
LLC, will not be affected by the potential leveraged spin-off of
Rainbow Media Holdings, LLC to the firm's shareholders.  At this
time the impact to Rainbow National Services, LLC's (Rainbow) Ba2
CFR and SGL1 ratings are uncertain, pending the proposed structure
of the debt financing and impact on leverage.


CABLEVISION SYSTEMS: Net Income Rose to $113.965MM in Q4 2010
-------------------------------------------------------------
Cablevision Systems Corporation on Wednesday reported financial
results for the fourth quarter and full year ended December 31,
2010.  Cablevision said net income rose to $113.965 million for
the 2010 fourth quarter from $78.623 million for the 2009 fourt
quarter.  Net income rose $361.597 million for the full year 2010
from $285.299 million for the full year 2009.

Fourth quarter consolidated net revenues grew 5.7% to $1.869
billion compared to the prior year period, reflecting solid
revenue growth in Telecommunications Services and Rainbow
divisions.  Consolidated adjusted operating cash flow grew 2.3% to
$631.7 million and consolidated operating income grew 1.6% to
$355.9 million, both compared to the prior year period.  Fourth
quarter 2010 results reflect the newly acquired Bresnan properties
from the date of acquisition on December 14, 2010 including a
$14.4 million contract termination charge.  Revenue, AOCF and
operating income growth compared to the prior year period would
have been 4.5%, 3.4% and 5.6%, respectively, if Bresnan results
were excluded.

For full year 2010, consolidated net revenues increased 5.6% to
$7.231 billion, reflecting revenue growth in Telecommunications
Services and Rainbow.  Consolidated AOCF grew 5.6% to $2.581
billion and consolidated operating income grew 13.1% to $1.529
billion for full year 2010.  Excluding the impact of Bresnan
discussed above, net revenue, consolidated AOCF and operating
income would have grown 5.3%, 5.9% and 14.2%, respectively,
compared to the prior full year period.

Cablevision said cash and cash equivalents totaled
$393.951 million at Dec. 31, 2010.  Debt totaled $12.827 billion,
including credit facility debt of $6.231 billion, senior notes and
debentures of $5.867 billion, and senior subordinated notes of
$324.071 million.

The Company's balance sheet at Sept. 30, 2010, showed
$7.50 billion in total assets, $13.72 billion in total
liabilities, and a stockholder's deficit of $6.24 billion.

Cablevision President and CEO James L. Dolan commented:
"Cablevision's growth continued in the fourth quarter and
contributed to solid full-year increases in revenue and AOCF. In
2010, Cablevision generated more than $855 million in free cash
flow, a 13 percent increase compared to 2009.  In addition to our
solid operations, we took a number of steps last year to create
value for our shareholders, including increasing our quarterly
dividend by 25 percent, initiating a stock repurchase program,
completing the historic spin-off of Madison Square Garden and, of
course, the Bresnan acquisition. Separately, for 2011, we are
moving forward with the spin-off of our Rainbow business and
believe we are on track to complete that transaction by mid-year,"
concluded Mr. Dolan.

On February 15, 2011, the Board of Directors of Cablevision
declared a quarterly dividend of $0.125 per share on each
outstanding share of both its Cablevision NY Group Class A Stock
and its Cablevision NY Group Class B Stock.  This quarterly
dividend is payable on March 21, 2011 to shareholders of record at
the close of business on February 28, 2011.

Separately, Cablevision's Board of Directors authorized the
repurchase of up to an additional $500 million of its Cablevision
NY Group Class A Stock.

A copy of Cablevision's report is available at http://is.gd/bdWfkU

                     About Cablevision Systems

Headquartered in Bethpage, New York, Cablevision Systems
Corporation is predominantly a domestic cable TV multiple system
operator serving around 3.1 million subscribers in and around the
New York metropolitan area.  Among other entertainment-and media-
related business ventures, the company also owns and distributes
programming to cable television and direct broadcast satellite
providers throughout the United States through its Rainbow
National Services subsidiary.

Cablevision carries a 'Ba2' long term corporate family rating from
Moody's and 'BB' issuer credit ratings from Standard & Poor's.

Moody's Investors Service said in November 2010 that Cablevision's
Ba2 Corporate Family Rating and SGL1 rating, along with ratings of
company's subsidiaries including CSC Holdings, LLC and Newsday,
LLC, will not be affected by the potential leveraged spin-off of
Rainbow Media Holdings, LLC to the firm's shareholders.  At this
time the impact to Rainbow National Services, LLC's (Rainbow) Ba2
CFR and SGL1 ratings are uncertain, pending the proposed structure
of the debt financing and impact on leverage.


CAPITAL AUTOMOTIVE: Moody's Assigns 'Ba3' Rating to New Loan
------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba3 senior secured rating
to Capital Automotive, LLC's proposed new credit facility.  The
company's rating outlook is stable.  The new facility will replace
Capital Automotive's existing facility.

                        Ratings Rationale

According to Moody's, Capital Automotive's new credit facility, a
$1.5 billion term loan combined with a $200 million revolver,
improves the firm's liquidity profile in two ways.  First, the new
tenor, 2016 for the revolver and 2017 for the term loan, moves the
maturities out five years and removes near term refinancing risk.
Second, the increased and undrawn revolver affords Capital
Automotive the ability to opportunistically fund development and
redevelopment efforts, which Moody's expects will strengthen cash
flows and asset quality as the auto markets improve.

Capital Automotive's high leverage (about 9.6x net debt/EBITDA as
of September 30, 2010), consisting almost entirely of secured
debt, and the commensurate lack of unencumbered assets remain
substantial credit concerns.  Moody's is also concerned that the
issuer has very limited financial flexibility and limited access
to public equity and senior unsecured debt.  In addition, the
portfolio is concentrated in speculative-grade tenants in an
industry -- automotive -- which while improving, remains
susceptible to a weak economy.  Finally, in contrast to other
types of commercial real estate, there exists little demonstrated
alternative use for properties if they go dark.

Capital Automotive, however, retains a number of important
strengths in Moody's view, including consistently high occupancy
(99% to 100%) and solid rent coverage (2x or better).  The
portfolio exhibits good diversity, in terms of brands, franchises
and locations.  The top tenants on Capital Automotive's roster
consist of the largest dealer groups in the country, which are the
most likely to benefit from industry consolidation.  These dealers
are more focused in foreign manufacturers which have experienced
less turmoil than their domestic equivalents.  They furthermore
benefit from multiple income streams, divided between new and used
sales, and repairs and maintenance.  The issuer's pure triple-net
model, with little capex and long-term leases is a strength, in
Moody's view.  Lastly, state franchise and zoning laws create
monopolies for store sites and use.

The stable rating outlook reflects the company's consistently high
occupancy, even through the most challenging times for the auto
industry.  Recently improving trends for the auto dealerships bode
well that the company will continue to generate steady and
predictable cash flows to support its debt service.

In conjunction with the adoption of the new credit facility,
Moody's expects that the B3-rated subordinate debt will be
retired.

Moody's signaled that the rating could be revisited with a
positive bias should Capital Automotive achieve fixed charge
coverage ratios approaching 1.5x (including amortization) and
lower leverage including net debt/EBITDA closer to 9x.  As a
corollary, the firm would also need to maintain liquidity to meet
obligations for at least 12 months.

Moody's also indicated that lower ratings might be warranted
should Capital Automotive encounter sustained deterioration in
fixed charge coverage below 1.2x or portfolio rent coverages below
2x.  A decline in leadership causing a 15% decline in EBITDA would
also create negative ratings pressure.

This rating was assigned with a stable outlook:

* Capital Automotive LLC -- (P)Ba3 senior secured.

These ratings were affirmed with a stable outlook:

* Capital Automotive LLC -- Ba3 corporate family; Ba3 senior
  secured; B3 subordinate.

Moody's last rating action with respect to Capital Automotive took
place in June 2010 when the company's corporate family and senior
secured ratings were affirmed at Ba3, and the ratings outlook was
revised to stable from negative.

Capital Automotive LLC is headquartered in McLean, Virginia and is
solely focused on providing sale-leaseback capital to the
automotive retail industry.  The company has nearly $3.7 billion
invested in over 500 automotive franchise facilities, and
approximately 17.5 million square feet of buildings over
approximately 3,000 acres in 36 states and Canada.


CARESTREAM HEALTH: Moody's Affirms 'B1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
of Carestream Health, Inc.  Concurrently, Moody's assigned a B1 to
the proposed $2 billion credit facility including a $150 million
first lien senior secured revolver and a $1.85 billion first lien
term loan.  Proceeds of the proposed credit facility will be used
to retire the existing first and second lien credit agreements and
pay a $200 million dividend to equity sponsor, Onex.  The outlook
for the ratings is stable.

Moody's took these rating actions:

* Affirmed the corporate family rating of B1;

Revised the probability of default rating to B2 from B1
(consistent with the application of the loss given default
framework);

* Assigned a B1, LGD3, 33% to the proposed $150 million revolver
  due 2016

* Assigned a B1, LGD3, 33% to the proposed $1,850 million term
  loan due 2017

The ratings outlook is stable.

Ratings to be withdrawn upon repayment and termination:

* $150 million first lien revolver due 2012 rating of Ba2 (LGD2,
  29%);

* $1,218 million first lien term loan due 2013 rating of Ba2
  (LGD2, 29%); and

* $440 million second lien term loan rating of B3 (LGD5, 86%).

                         Ratings Rationale

The B1 corporate family rating is supported by the company's
leading market position, large revenue base and diversified global
operations.  Carestream's ratings also benefit from solid
demonstrated free cash flow generation and leverage which is in-
line with the B1 rating.  Moody's estimate that pro forma for the
transaction, adjusted debt to EBITDA will increase to
approximately 4.0 times, which is in-line with leverage that was
incurred in 2007 at the time of the leveraged buy-out.

The ratings are constrained by adverse secular trends in the
company's traditional film business, which accounts for nearly
half of total revenues, as customers in developed markets continue
to transition towards digital imaging solutions.  The growing
digital imaging equipment and information systems businesses are
highly competitive and suppliers include substantially larger and
better capitalized players (e.g., GE Healthcare, Danaher,
Phillips, Siemens).

While Carestream's digital business (just over half of total
revenues) will benefit from these trends, the EBITDA margins and
cash flow generated on the digital business are substantially
lower due to greater necessary R&D and SG&A investment.  However,
Moody's believe as the digital business gains more scale, EBITDA
margins and cash flow will improve.  The ratings are also
constrained by the company's sensitivity to commodity prices,
namely silver, as well as the company's history of making
dividends to the financial sponsor.

The ratings outlook could improve if the company is able to more
than offset the decline in the film business with growth in its
other businesses such that the company demonstrates sustained
revenue and profitability growth.  Further, adjusted leverage
would need to be sustained below 4.0 times and free cash flow to
debt (after deducting dividend payments) would need to be
sustained above 10%.  The ratings or outlook could face downward
pressure if declines in revenue and profit in the traditional film
business are not sufficiently offset by growth in the digital,
dental and other businesses.  If adjusted debt to EBITDA were
trending towards 5.0 times or trailing twelve month operating cash
flow to debt was below 10%, Moody's could change the outlook to
negative or downgrade the ratings.  Additionally, ratings could
come under pressure if the company was to pursue acquisitions or
dividends that lead to a material increase in leverage.

Carestream Health, Inc., headquartered in Rochester, New York is a
supplier of imaging and IT systems to the medical and dental
communities and, also, to other markets.  Formerly operating as
the Health Group division of Eastman Kodak, the company was
acquired by Toronto-based Onex Corporation and Onex Partners II LP
in early 2007.  For the twelve months ended September 30, 2010,
Carestream had revenues of $2.3 billion.


CARESTREAM HEALTH: S&P Assigns 'BB-' Rating to $2 Bil. Senior Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
issue-level rating (one notch above the company's corporate credit
rating) to Rochester, N.Y.-based Carestream Health Inc.'s proposed
new $2 billion senior secured credit facility.  The recovery
rating is '2', indicating S&P's expectation of substantial (70%-
90%) recovery in the event of a default scenario.  S&P expects the
company to use the proceeds to refinance existing debt and pay a
$200 million dividend to sponsor Onex Corp.  The proposed facility
includes a $150 million revolver.

At the same time S&P affirmed Carestream's 'B+' corporate credit
rating.  The outlook is stable.

"The ratings on Carestream reflect S&P's expectation that the
company is likely to maintain its operating margin of around 20%
despite the challenging long-term outlook for the analog medical
imaging industry," said Standard & Poor's credit analyst Sarah
Wyeth.  S&P believes modest capital expenditures will enable the
company to continue to generate good free cash flow and gradually
pay down debt.

"The ratings on Carestream reflect the firm's weak business risk
profile and aggressive financial risk profile.  Carestream
manufactures and sells traditional film and digital imaging
products in the rapidly changing and challenging diagnostic
imaging industry," added Ms. Wyeth.  Products include analog film,
laser imagers, digital print film, computed and digital
radiography systems, digital dental imaging systems, dental
practice management software, advanced picture-archiving and
communications systems, and health care information systems for
medical and dental applications.


CB RICHARD: Moody's Affirms 'Ba1' Rating on Senior Unsec. Loan
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 senior unsecured
rating, Ba1 senior bank credit facility rating and Ba2 senior
subordinated rating of CB Richard Ellis Services, Inc., following
the company's announcement that it has reached a definitive
agreement to acquire the European and Asian operations of ING Real
Estate Investment Management, as well as ING REIM's global real
estate securities business based in the United States.  CBRE will
also acquire approximately $55 million of co-investments from ING.
The transaction is valued at $940 million.  CBRE is expected to
fund the acquisition with a combination of cash on hand, debt as
well as a potential equity issuance through its recent board-
approved at the market equity program.  The company's rating
outlook remains stable.

These ratings were affirmed with a stable outlook:

Issuer: CB Richard Ellis Services, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Ba1
  -- Senior Secured Bank Credit Facility, Ba1
  -- Senior Subordinated Regular Bond/Debenture, Ba2

                        Ratings Rationale

This transaction will create the largest global real estate
investment management company, with almost $100 billion of assets
under management.  CBRE will benefit from broader geographic
diversity.  The European and Asian investment management platforms
will provide a sound base from which CBRE can expand its other
product offerings, specifically its capital markets, leasing and
property management/facilities management businesses in those
regions.  In addition, the companies' product offerings and client
base complement one another, with minimal overlap.  ING REIM's
businesses are high margin and largely annuity-like, which should
result in improved EBITDA margins for CBRE.

These positive factors are offset by the levered nature of the
transaction.  Integration risk is also a concern given CBRE's
inexperience in core/core plus real estate products.  Moody's also
believes there is a level of retention risk of ING REIM's
employees and clients given business cultural differences.
Finally, although this transaction will broaden CBRE's global foot
hold, the Americas will still represent a material percentage of
total revenues and EBITDA.

The stable outlook reflects Moody's expectation that operating
performance and cash flow leverage (net debt to EBITDA) will
improve with the recovery in the commercial property market
fundamentals and the addition of the high-margin investment
management business.  Moody's expects Debt to EBITDA to decline
closer to 3.0X by the close of the ING REIM transaction in the
second half of 2011 and to remain between 2.0x and 3.0x in the
intermediate term.  Fixed charge coverage is expected to rise
materially following the close of ING REIM.

A rating upgrade would be predicated upon a permanent reduction in
leverage as defined by Debt/EBITDA below to 2X (accounting for
CBRE's proportionate share of notes payable), fixed charge
coverage on a sustained basis above 4.5X as well as broader global
diversification.  Negative ratings pressure would be warranted
should Debt/EBITDA increase above 3X and fixed charge coverage
fall below 3X, both on a sustained basis.  In addition, erosion in
market leadership as well as another large leveraged acquisition
would likely result in negative ratings actions.

Moody's last rating action with respect to CB Richard Ellis was on
October 5, 2010 when Moody's assigned a (P)Ba1 rating to CBRE's
proposed $350 million senior unsecured debt issuance and a (P)Ba1
to the company's proposed $1.35 billion senior bank credit
facility and, simultaneously, placed the senior subordinated
rating (at Ba3) on review for upgrade.  The ratings outlook was
revised to stable from negative.

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

CB Richard Ellis Group, Inc., a direct parent of CB Richard Ellis
Services, Inc., is the largest global provider of commercial real
estate services in terms of revenue.  Services it provides include
property sales/leasing brokerage, property management, corporate
services and facilities management, capital markets advice and
execution, appraisal/valuation services, research and consulting.
CB Richard Ellis is headquartered in Los Angeles, California, USA,
and has approximately 31,000 employees and over 300 offices across
more than 50 countries.


CHAMPION ENTERPRISES: Seeks to Convert Chapter 11 Case
------------------------------------------------------
BankruptcyData.com reports that Champion Enterprises filed with
the U.S. Bankruptcy Court a motion seeking to convert its
Chapter 11 case to a Chapter 7.  The Debtor said that given the
administrative insolvency, the continued diminution of the
estates, and in light of the absence of any funding for the
creditor trust, the cases should be converted.  A hearing on the
request is scheduled for March 7.

                     About Champion Enterprises

Troy, Michigan-based Champion Enterprises, Inc., and its
subsidiaries are international manufacturers of factory-built
homes and steel-framed modular buildings, with operations in the
United States, Canada and the United Kingdom.  Buildings
constructed by Champion and its subsidiaries consist of both
single and multi-module units designed for either commercial or
residential purposes.  Champion products range from single-module
HUD-Code homes to sophisticated commercial structures such as
hotels.

The Company filed for Chapter 11 protection on November 15, 2009
(Bankr. D. Del. Case No. 09-14019).  The Company's affiliates also
filed separate bankruptcy petitions.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., Mark M. Billion, Esq., Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, assist Champion in its
restructuring effort.  The Company disclosed $576,527,000 in asset
and $521,337,000 in liabilities as of October 3, 2009.


CHESAPEAKE CORPORATION: Files Second Amended Chapter 11 Plan
------------------------------------------------------------
BankruptcyData.com reports that Chesapeake Corporation filed with
the U.S. Bankruptcy Court a Second Amended Joint Chapter 11 Plan
of Liquidation and related Second Amended Disclosure Statement.

"The Plan contemplates, and is predicated upon, the entry of an
order substantively consolidating the Estates and the Cases.
Accordingly, on the Effective Date: (i) all Intercompany Claims
shall be deemed eliminated, (ii) all assets and liabilities of the
Plan Debtors shall be merged or treated as if they were merged
with the assets and liabilities of Canal Corporation, (iii) any
obligation of a Plan Debtor and all guarantees thereof by one or
more of the other Plan Debtors shall be deemed to be one
obligation of Canal Corporation, (iv) the Interests shall be
cancelled and (v) each Claim filed or to be filed against any Plan
Debtor shall be deemed filed only against the consolidated Canal
Corporation and shall be deemed a single Claim against and a
single obligation of the consolidated Canal Corporation. On the
Effective Date, in accordance with the terms of the Plan, all
Claims based upon guarantees of collection, payment, or
performance made by the Plan Debtors as to the obligations of
another Plan Debtor shall be released and of no further force and
effect," according to the Disclosure Statement obtained by BData.

The Court scheduled a March 29, 2011, confirmation hearing.

                     About Chesapeake Corporation

Headquartered in Richmond, Virginia, Chesapeake Corporation (NYSE:
CSK) -- http://www.cskcorp.com/-- supplies specialty paperboard
packaging products in Europe and an international supplier of
plastic packaging products to niche end-use markets.  The Company
has 44 locations in Europe, North America, Africa and Asia and
employs approximately 5,400 people worldwide.

As of Dec. 31, 2007, Dimensional Fund Advisors LLP owned 7.98% of
the Company; T. Rowe Price Associates Inc., 8.4%; and Wells Fargo
& Company, 14.71%.  Edelmann GmbH & Co. KG and Joachim W. Dziallas
owned 13.5% of the company as of Sept. 19, 2008.

The New York Stock Exchange suspended the listing of the Company's
common stock effective Oct. 8, 2008, due to its inability to meet
the global market capitalization requirements for continued
listing on the exchange.  Subsequently, the Company's stock began
to be quoted on the over-the-counter bulletin board under the
trading symbol "CSKE.PK."

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

As of Sept. 30, 2008, Chesapeake's consolidated balance sheets
showed $936.4 million in total assets, including $340.7 million in
current assets; and $937.1 million in total liabilities, including
$469.2 million in current liabilities, resulting in $500,000 in
stockholders' deficit.


CINCINNATI BELL: BlackRock Holds 9.17% of Common Stock
------------------------------------------------------
BlackRock Inc. disclosed that it held 18,506,542 shares or roughly
9.17% of the common stock of Cincinnati Bell Inc. as of Dec. 31,
2010.

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

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

                         *     *     *

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

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

In November 2010, Moody's Investors Service affirmed the Company's
B1 Corporate Family Rating and Probability of Default Rating.  The
stable outlook is based on Moody's expectations that CBB will be
able to maintain stable EBITDA levels by offsetting access line
losses through increased efficiencies in its incumbent wireline
operations and by growing data and broadband revenues in its
wireless segment.


CINCINNATI BELL: Marathon et al. Report 6.32% Stake
---------------------------------------------------
M.A.M. Investments Ltd., a Jersey corporation, Marathon Asset
Management (Services) Ltd., a UK Corporation, Marathon Asset
Management LLP, a limited liability partnership incorporated under
the laws of England and Wales, William James Arah, Jeremy John
Hosking and Neil Mark Ostrer disclosed holding in the aggregate
12,748,464 shares or roughly 6.32% of the common stock of
Cincinnati Bell Inc. as of Dec. 31, 2010.

                       About Cincinnati Bell

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

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

                         *     *     *

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

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

In November 2010, Moody's Investors Service affirmed the Company's
B1 Corporate Family Rating and Probability of Default Rating.  The
stable outlook is based on Moody's expectations that CBB will be
able to maintain stable EBITDA levels by offsetting access line
losses through increased efficiencies in its incumbent wireline
operations and by growing data and broadband revenues in its
wireless segment.


CITADEL BROADCASTING: Considers $2.4BB Merger With Cumulus Media
----------------------------------------------------------------
Citadel Broadcasting Corporation has entered into an agreement
providing for exclusive negotiations for a potential merger with
Cumulus Media Inc.

Cumulus is the second largest radio broadcaster in the United
States based on station count, controlling 347 radio stations in
67 US media markets.  Citadel is third, with a national footprint
reaching more than 50 markets.  Citadel is comprised of 166 FM
stations and 59 AM stations.

Under the terms of its non-binding proposal, Cumulus would pay
$37.00, in a combination of cash and Cumulus stock, for each
Citadel share and warrant. Based upon the proposed cash and stock
election formula, the $37.00 per share consideration would on
average be capped at $30.00 per share in cash and at $14.00 per
share in Cumulus stock at a fixed exchange ratio.  Based on actual
elections made by Citadel shareholders and subject to proration,
each Citadel shareholder could individually receive more or less
cash or Cumulus stock than these amounts, up to the $37.00 per
share total.

Dow Jones Newswires' Nat Worden says the deal is valued at more
than $2.4 billion.  Mr. Worden notes the the portion of cash and
stock may vary but would not exceed $30 in cash or $14 in stock.
Cumulus didn't respond to requests for comment.

As part of the Cumulus proposal, Cumulus has indicated that
Crestview Partners and Macquarie Capital are expected to provide
up to $500 million in equity financing. Cumulus expects to obtain
the remainder of the cash necessary to fund the transaction
through debt financing to be led by UBS Investment Bank, together
with Macquarie Capital.

Execution of a definitive agreement is subject, among other
things, to completion of due diligence and financing arrangements.
There can be no assurance the parties will reach a definitive
agreement or, if an agreement is reached, that a transaction will
be completed or on what terms. Any transaction would be subject to
the approval of the two companies' boards, regulatory and
shareholder approvals, and other customary conditions.

J.P. Morgan and Lazard are acting as financial advisors and Weil,
Gotshal & Manges LLP is acting as legal advisor to Citadel.  UBS
Investment Bank is acting as financial advisor and Jones Day is
acting as legal advisor to Cumulus.

As reported by the Troubled Company Reporter on December 7, 2010,
Citadel disclosed that it received an unsolicited proposal from a
third party to enter into a merger transaction in early November
2010.  Citadel did not identify that entity.  This proposal was
rejected by the Company's board of directors after it determined
that the proposal was not in the best interests of the Company's
shareholders.

According to Citadel, on November 29, 2010, it received a second
unsolicited letter from the same third party that improved the
terms of its prior proposal, and after consultation with its
financial and legal advisors, the board of directors of the
Company also rejected this proposal as not being in the best
interests of the Company's shareholders.

Peter Lattman and Adrienne Carter, writing for The New York Times'
DealBook, reported that two people familiar with the offer -- who
were not authorized to talk -- said that third party was Cumulus
Media, the second largest radio station operator.

                           About Citadel

Citadel Broadcasting Corporation --
http:///www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets.  Citadel is comprised of 166 FM stations and
59 AM stations in the nation's leading markets, in addition to
owning and operating the Citadel Media business, which is among
the largest radio networks in the U.S.

Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company disclosed assets of $1.4 billion and debts of
$2.5 billion in its Chapter 11 filing.  Kirkland & Ellis LLP
served as legal counsel and Lazard Freres & Co. LLC as financial
advisor for the restructuring.  Kurtzman Carson Consultants served
as claims and notice agent.

On May 19, 2010, the Court entered an order confirming the
Debtors' Second Modified Joint Plan of Reorganization.  On June 3,
2010, the Debtors consummated their reorganization and the Plan
became effective.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 30, 2010,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Citadel.  The rating outlook is stable.  "The
'BB-' rating and stable outlook reflect Standard & Poor's Ratings
Services' opinion of Citadel's improved financial flexibility
following its bankruptcy," said Standard & Poor's credit analyst
Michael Altberg.  "The elimination of roughly 65% of its debt load
should allow the company to generate healthy discretionary cash
flow and maintain adequate liquidity despite the potential for
longer-term secular declines in radio."

Citadel carries 'Ba2' Corporate Family Rating from Moody's
Investors Service.

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

The Company's balance sheet at Sept. 30, 2010, showed
$324.06 million in total assets, $673.31 million in total
liabilities, and a stockholders' deficit of $349.25 million.

                           *     *     *

Cumulus Media carries a 'Caa1' corporate family rating, and 'Caa2'
probability-of-default rating from Moody's Investors Service.
Standard & Poor's Ratings Services early in February revised its
rating outlook on Cumulus Media to positive from stable.  All
ratings on the company, including the 'B-' corporate credit
rating, were affirmed.


CLAIRE'S STORES: Moody's Assigns 'Caa3' Rating to $400 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa3 rating to Claire's
Stores, Inc. proposed $400 million senior secured second lien
notes.  The company's, Caa2 Corporate Family Rating, Caa1 bank
credit facilities, Caa3 senior unsecured notes, Ca senior
subordinated note , and SGL-3 Speculative Grade Liquidity rating
were affirmed.  The rating outlook is positive.

                        Ratings Rationale

Proceeds from the proposed senior secured second lien notes will
be used to repay in full the $194 million drawn under Claire's
$200 million revolving credit facility expiring in May 2013 and to
refinance $196 million of the company's $1.4 billion term loan B
due in May 2014.

Claire's Caa2 CFR considers Moody's view that that despite the
company's adequate liquidity and ability to self fund growth
capital expenditures, unless earnings significantly improve it's
leverage could hover at between 8 and 9 times during the next
twelve to eighteen months.  This could make it difficult for the
company to refinance it remaining $1.2 billion term loan that
matures in May 2014, or refinance on favorable terms.
Additionally, any refinancing could result in higher annual
interest costs and more restrictive financial covenants.  Claire's
low cost of debt capital is currently an important component of
the company's ability to fully cover its interest expense and to
generate modestly positive free cash flow.  The company is not
currently subjected to any restrictive financial covenants.

The ratings are supported by Claire's strong qualitative factors
including its value positioned price points, international
geographic presence, well known brand name, and high margins
relative to specialty retail peers.  Additionally, the proposed
transaction -- assuming it closes as planned -- will eliminate all
of Claire's outstanding debt maturities through 2013 and reduce
the amount of debt maturing in 2014 to $1.2 billion.  In addition,
Claire's liquidity will be bolstered by having a fully available
and undrawn revolving credit facility.

If the transaction is completed as planned, Moody's expects that
Claire's bank facilities will be upgraded to B3 to reflect the
reduced amount of senior secured first lien bank debt in the
capital structure and the additional support provided by the new
senior secured second lien notes.  Additionally, Moody's expects
that Claire's Speculative Grade Liquidity rating will also be
raised, to SGL-2.  This would reflect the full pay down of the
company's revolving credit facility along Moody's expectation that
the company would maintain significant availability under its
revolver during the next 12 to 18 months.  The successful
completion of the transaction, however, would not change in
Claire's CFR, PDR, senior unsecured and subordinated note ratings.

The proposed $400 million senior secured second lien notes will be
initially offered by a wholly-owned escrow corporation subsidiary
called Claire's Escrow Corporation that will merge into Claire's
upon the delivery of Claire's year-end financial statements.  The
year-end financial statements are required so that Claire's can
meet the debt incurrence covenant in its bank credit agreement, a
condition that has to be met for the company to move ahead with
the proposed transaction.

The positive outlook reflects Moody's view that Claire's sales and
earnings will improve, which could lead to a higher rating over
time.  Claire's can self fund new store openings which will drive
earnings growth as will its value price points which continue to
resonate with consumers.  The positive outlook also reflects
Moody's view that Claire's current expense discipline will
continue.

Claire's CFR could be upgraded if Claire's operating performance
improves to levels such that a refinancing of its debt maturities
is likely and the company could fully cover its interest expense
even if interest expense were to increase.  Quantitatively, EBITA
to interest expense would need to remain meaningfully above 1.0
time.  Claire's CFR could be downgraded should operating
performance or liquidity deteriorate, interest coverage weaken, or
if for any reason the overall probability of default were to
increase.

Rating assigned and subject to review of final documentation:

  -- $400 million senior secured second lien notes due 2019 at
     Caa3 (LGD 4, 63%)

Ratings affirmed:

  -- Corporate Family Rating at Caa2
  -- Probability of Default Rating at Caa2
  -- Senior secured revolver expiring 2013 at Caa1 (LGD 3, 34%)
  -- Senior secured term loan B due 2014 at Caa1 (LGD 3, 34%)
  -- Senior unsecured notes due 2015 at Caa3 (LGD 4, 67%)
  -- Senior subordinated notes due 2017 at Ca (LGD 6, 94%)
  -- Speculative Grade Liquidity rating at SGL-3

The last rating action on Claire's Stores, Inc. was on December
16, 2010 when its Corporate Family Rating and Probability of
Default Rating were upgraded to Caa2 from Caa3 with a positive
outlook.

Claire's Stores, Inc., headquartered in Hoffman Estates, IL is the
leading specialty retailer of value-priced jewelry and fashion
accessories for pre-teens, teenagers, and young adults.  It
operates 2,981 stores and franchises 395 stores in North America
and Europe.  Annual revenues are about $1.4 billion.


CLAIRE'S STORES: S&P Assigns 'CCC' Rating to $400MM Secured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a
'CCC' issue-level rating to Chicago-based Claire Stores Inc.'s
$400 million second-lien secured notes due 2019 with a recovery
rating of '6', indicating S&P's expectation for negligible (0%-
10%) recovery in the event of a payment default.  The company
intends to use the proceeds to pay down outstandings under its
revolving credit facility and repay a portion of the term loan.

Concurrently, S&P affirmed its 'B-' corporate credit rating on the
company.  The outlook is stable.

At the same time, S&P raised the issue-level rating on the
company's revolving credit facility and secured term loan to 'B'
from 'B-' and revised the recovery rating on the debt to '2' from
'4'.  The '2' recovery rating indicates S&P's expectation for
substantial (70%-90%) recovery in the event of a payment default.
The repayment of a portion of the term loan results in a higher
recovery for this issue.

Furthermore, S&P lowered the rating on the $350 million variable-
rate paid-in-kind toggle notes and $250 million unsecured notes to
'CCC' from 'CCC+' and revised the recovery rating on the notes to
'6' from '5'.  The issue-level rating on the $335 million
subordinated notes remains at 'CCC' with a recovery rating of '6'.
The '6' recovery rating indicates S&P's expectation for negligible
(0%-10%) recovery in the event of a payment default.

The ratings on Claire's, a specialty retailer of value-priced
jewelry and fashion accessories for preteens, teenagers, and young
adults, reflect improving performance trends over the past year as
well as Standard & Poor's expectations for continued growth over
the near term.

"Although the company has demonstrated enhanced credit protection
metrics year over year, it remains highly leveraged with thin cash
flow protection measures," said Standard & Poor's credit analyst
David Kuntz.

The company's weak business profile reflects its participation in
the competitive, fragmented, and cyclical fashion accessory
industry.  Claire's faces competition from a number of different
retailers, including other jewelry and fashion accessory specialty
retailers, apparel retailers with comparable offerings, department
stores, and mass merchandisers.

"Performance continued its positive trend in the fourth quarter,"
added Mr. Kuntz.  Consolidated same-store sales increased 3.2% for
the period, with North America increasing by 4.7% and Europe by
0.6%.  S&P expects that the company will continue to benefit from
trend-right merchandising, which is likely to result in same-store
sales in the mid-single digits over the near term.

"Additionally," said Mr. Kuntz, "S&P anticipates that the company
is likely to maintain its margins in line with recent levels at
about 30% as increased labor and supply costs partially offset
benefits from operating leverage."


CLEARWATER INSURANCE: Moody's Downgrades Insurance Rating to 'Ba1'
------------------------------------------------------------------
Moody's Investors Service has lowered the insurance financial
strength rating of Clearwater Insurance Company to Ba1 from A3,
reflecting an internal restructuring that has resulted in the
transfer of ownership of the entity from Odyssey Re Holdings Corp.
(senior debt at Baa3, positive outlook) to TIG Insurance Group
Inc. (not rated).  Both Odyssey Re and TIG are indirect
subsidiaries of Fairfax Inc. (unrated), an intermediate holding
company that is an indirect, wholly-owned subsidiary of Fairfax
Financial Holdings Limited (senior debt at Ba1, on review for
possible upgrade).  The ratings of Odyssey Re and FFHL are
unaffected by the rating action.  The outlook for Clearwater's
rating is stable.

                         Ratings Rationale

Moody's noted that TIG assumed ownership of Clearwater from
Odyssey Re effective January 1, 2011.  Prior to the transfer,
Clearwater was a wholly-owned subsidiary of Odyssey America
Reinsurance Corporation (insurance financial strength at A3,
positive outlook).  As part of the internal restructuring, OARC
will retain ownership of the Hudson Insurance Group subsidiaries
and Clearwater Select Insurance Company, which had previously been
owned by Clearwater.

According to Moody's, Clearwater's Ba1 insurance financial
strength rating reflects the company's formalized placement into
run-off and the risks associated with the ultimate development of
policyholder claims at the company, which include a significant
amount of asbestos & environmental exposures.  In Moody's opinion,
these risks are mitigated by explicit support provided to
Clearwater by Fairfax Inc., which is likely to provide for an
orderly run-off of Clearwater's liabilities over the long-term.

This rating was downgraded, with a stable outlook:

* Clearwater Insurance Company -- insurance financial strength to
  Ba1 from A3.

The last rating action on Clearwater occurred on December 13,
2010, when Moody's affirmed the company's A3 insurance financial
strength rating with a stable outlook.

Odyssey Re Holdings Corp., an indirect wholly-owned subsidiary of
Fairfax Financial Holdings Limited, primarily writes property and
casualty reinsurance worldwide through Odyssey America Reinsurance
Corporation.  The company writes primary insurance business in the
United States through its Hudson Insurance Group subsidiaries and
internationally through its wholly-owned Lloyd's Syndicate 1218
and London-based Newline Insurance Company Ltd.  For the first
nine months of 2010, Odyssey Re Holdings Corp. reported gross
written premiums of $1.7 billion and net income of $323 million.
At September 30, 2010, shareholder's equity was approximately
$3.8 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


COGENT COMMUNICATIONS: S&P Assigns 'B-' Corp. Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
corporate credit rating to Washington, D.C.-based Internet service
provider Cogent Communications Group Inc.  The outlook is stable.

Additionally, S&P assigned a 'B-' issue-level rating and a '4'
recovery rating to the company's $175 million senior secured notes
due 2018.  The '4' recovery rating indicates S&P's expectation for
average (30%-50%) recovery in the event of payment default.  The
ratings being assigned are final and follow the completion of the
notes offering.

"The ratings on Cogent reflect what S&P considers its highly
leveraged financial risk profile after the company's recent note
offering," said Standard & Poor's credit analyst Gregg Lemos-
Stein, "including S&P's expectation for a high debt burden and
only marginally positive free operating cash flow for the next few
years."  S&P considers the business risk profile vulnerable,
reflecting elevated churn and intense competition from multiple
industry players.  The ratings also incorporate S&P's assumption
that growing demand for Internet connectivity by businesses will
result in high-single-digit to low-double-digit revenue growth
over the next two years, allowing for leverage reduction to the
low-5x range from the approximately 5.9x pro forma level S&P
calculate as of the end of 2010, including S&P's adjustments for
operating leases.

Cogent provides Internet service to small and midsized businesses
and communications companies in North America and Europe.  It
divides its business into two customer segments: "net-centric"
customers, who include other ISPs, telecom and cable companies,
Web content companies, and universities; and small-to-midsize
corporate customers in multitenant office buildings.


COMPOSITE TECHNOLOGY: Hosts Call for Dec. 31 Qtr. Results
---------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 15, 2011,
Composite Technology Corp. filed its quarterly report on Form
10-Q, reporting a net loss of $3.2 million on $5.2 million of
revenue for the three months ended December 31, 2010, compared
with a net loss of $7.7 million on $2.7 million of revenue for the
same period in 2009.

In a regulatory filing Monday, the Company discloses that members
of the Company's management team hosted a conference call and
simultaneous audio webcast on Feb. 9, 2010, to discuss the
Company's financial results of the fiscal quarter ending Dec. 31,
2010.  The transcript of the conference call is available for free
at http://researcharchives.com/t/s?7368

                    About Composite Technology

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

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

                          *     *     *

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


CONSPIRACY ENTERTAINMENT: Sells $25,000 Notes to Subscribers
------------------------------------------------------------
On Feb. 3, 2011, Conspiracy Entertainment Holdings, Inc. entered
into a subscription agreement with certain subscribers.  The
Company sold the subscribers to $25,000 principal amount of
promissory notes and issued the Subscribers 625,000 Class A
Warrants, which equals one Class A Warrant for each two shares
which would be issued upon the full conversion of the Promissory
Notes assuming the full conversion of the Promissory Notes.
Immediately following the closing, there were 31,288,019
outstanding shares of the Company's common stock.

The Notes mature two years from the date of issuance and will
accrue interest at the rate of 14%.  Upon a default in the payment
of any amounts due under the Notes, the interest rate will be
increased to 18%.  Upon the occurrence of an Event of Default, all
principal and interest then remaining unpaid shall be immediately
due and payable.  Events of Default include but are not limited to
(i) the Company's failure to make payments when due, (ii) breaches
by the Company of its representations or warranties (iii)
delisting of the Company's common stock from the OTC Bulletin
Board.

Pursuant to the terms of the Notes, the Subscribers have the
right, so long as the Notes are not fully repaid, to convert the
Notes into shares of the Company's common stock at a conversion
price per share that is equal to the lesser of $.02, or $70% of
the average of the five lowest closing bid prices for the
Company's Common Stock as reported by Bloomberg L.P. for the
Principal Market for the ten trading days preceding the date the
Subscriber gives the Company notice of conversion, as may be
adjusted.  The Notes contain anti-dilution provisions, including
but not limited to if the Company issues shares of its common
stock at less than the then existing conversion price, the
conversion price of the Notes will automatically be reduced to
such lower price.  The Notes and Warrants contain limitations on
conversion, including the limitation that the holder may not
convert its Note to the extent that upon conversion the holder,
together with its affiliates, would own in excess of 4.99% of the
Company's outstanding shares of common stock.

The Notes are secured by a security interest in certain assets of
the Company.

The Warrants issued to the Subscribers terminate five years from
the Closing Date.  The subscribers may Exercise Price of the
Warrants may be paid by cash or if the Fair Market Value of the
Company's Common Stock is greater than the Exercise Price, the
Subscriber may elect to receive shares equal to the value of the
Warrant and the Company shall issue the Subscriber a number of
shares of Common Stock computed using this formula:

X= Y (A-B)
       A

Where  X= the number of shares of Common Stock to be issued to the
          holder

      Y= the number of shares of Common Stock purchasable under
          the Warrant or, if only a portion of the Warrant is
          being exercised, the portion of the Warrant being
          exercised

      A= Fair Market Value

      B= Purchase Price

The Company claims an exemption from the registration requirements
of the Act for the private placement of these securities pursuant
to Section 4(2) of the Securities Act of 1933 or Regulation D
promulgated thereunder since, among other things, the transaction
did not involve a public offering, the investor was an accredited
investor or qualified institutional buyers, the investor had
access to information about the Company and their investment, the
investor took the securities for investment and not resale, and we
took appropriate measures to restrict the transfer of the
securities.

                  About Conspiracy Entertainment

Conspiracy Entertainment Holdings, Inc. (OTC BB: CPYE), through
its wholly owned subsidiary, Conspiracy Entertainment Corporation,
is a developer, publisher and marketer of entertainment software
in North America and Western Europe.  Conspiracy Entertainment was
founded in 1997 and is based in Santa Monica, California.

The Company's balance sheet at Sept. 30, 2010, showed $5,256,462
in assets, $10,216,852 in liabilities and a $4,960,390
stockholders' deficit.

Conspiracy Entertainment reported a net loss of $979,968 for 2009
from net income of $265,603,000 for 2008.  Net sales were
$9,600,592 for 2009 from $10,905,490 for 2008.


CRYSTAL CATHEDRAL: Taps Singer Lewak as Accountant
--------------------------------------------------
Crystal Cathedral Ministries asks the U.S. Bankruptcy Court for
the Central District of California for permission to employ Singer
Lewak LLP as its accountant.

The firm will:

  1) prepare consolidated federal and certain state income tax
     returns for the Debtor for the year ended Dec. 31, 2010;

  2) prepare business property tax returns, annual review and
     identification of filing positions to identity possible
     reductions for personal property tax liabilities and
     identification of applicable inventory exemptions;

  3) file change assessment appeals for property taxes and
     inventory exemptions, if required; and

  4) assist the Debtor with any other tax accounting services as
     the Debtor may require of the Firm in connection with its
     Chapter 11 case.

The firm will render services to the Debtor at hourly rates with a
cap of $6,500 for its fees plus out of pocket costs.  The firm's
professionals charge between $300 and $400 per hour.

The Debtor assures the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

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

The U.S. Trustee for Region 16 appointed seven members to the
official committee of unsecured creditors in the Chapter 11 case
of Crystal Cathedral Ministries.


CRYSTAL CATHEDRAL: Taps Palmieri Tyler as Corporate Counsel
-----------------------------------------------------------
Crystal Cathedral Ministries asks the U.S. Bankruptcy Court for
the Central District of California for permission to employ
Palmieri, Tyler, Wiener, Wilhelm & Waldron, LLP, as its special
corporate counsel.

The firm agrees to:

  a) advise the Debtor with respect to matters of corporate law;

  b) consult with the Debtor and its general insolvency counsel
     with respect to matters related to the sale of the Debtor's
     assets, if any; and

  c) perform other corporate services as the Debtor may require of
     the firm in connection with its Chapter 11 case.

Richard A. Salus, Esq., and Ryan M. Prager, Esq., charge $550 and
$310 per hour for services rendered, respectively.

The Debtor assures the Court that the firm does not hold any
interest adverse to the Debtor's estate and creditors, and is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                      About Crystal Cathedral

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

The U.S. Trustee for Region 16 appointed seven members to the
official committee of unsecured creditors in the Chapter 11 case
of Crystal Cathedral Ministries.


CRYSTAL CATHEDRAL: Plan Filing Exclusivity Extended Until April 17
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved an agreement between Crystal Cathedral Ministries and the
Official Committee of Unsecured Creditors to extend the Debtor's
exclusive periods to file a Chapter 11 plan until April 17, 2011,
and solicit acceptances to a plan until June 17, 2011.

                      About Crystal Cathedral

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

The U.S. Trustee for Region 16 appointed seven members to the
official committee of unsecured creditors in the Chapter 11 case
of Crystal Cathedral Ministries.


CUMULUS MEDIA: In Exclusive Talks for $2.4BB Citadel Merger
-----------------------------------------------------------
Citadel Broadcasting Corporation has entered into an agreement
providing for exclusive negotiations for a potential merger with
Cumulus Media Inc.

Cumulus is the second largest radio broadcaster in the United
States based on station count, controlling 347 radio stations in
67 US media markets.  Citadel is third, with a national footprint
reaching more than 50 markets.  Citadel is comprised of 166 FM
stations and 59 AM stations.

Under the terms of its non-binding proposal, Cumulus would pay
$37.00, in a combination of cash and Cumulus stock, for each
Citadel share and warrant. Based upon the proposed cash and stock
election formula, the $37.00 per share consideration would on
average be capped at $30.00 per share in cash and at $14.00 per
share in Cumulus stock at a fixed exchange ratio.  Based on actual
elections made by Citadel shareholders and subject to proration,
each Citadel shareholder could individually receive more or less
cash or Cumulus stock than these amounts, up to the $37.00 per
share total.

Dow Jones Newswires' Nat Worden says the deal is valued at more
than $2.4 billion.  Mr. Worden notes the the portion of cash and
stock may vary but would not exceed $30 in cash or $14 in stock.
Cumulus didn't respond to requests for comment.

As part of the Cumulus proposal, Cumulus has indicated that
Crestview Partners and Macquarie Capital are expected to provide
up to $500 million in equity financing. Cumulus expects to obtain
the remainder of the cash necessary to fund the transaction
through debt financing to be led by UBS Investment Bank, together
with Macquarie Capital.

Execution of a definitive agreement is subject, among other
things, to completion of due diligence and financing arrangements.
There can be no assurance the parties will reach a definitive
agreement or, if an agreement is reached, that a transaction will
be completed or on what terms. Any transaction would be subject to
the approval of the two companies' boards, regulatory and
shareholder approvals, and other customary conditions.

J.P. Morgan and Lazard are acting as financial advisors and Weil,
Gotshal & Manges LLP is acting as legal advisor to Citadel.  UBS
Investment Bank is acting as financial advisor and Jones Day is
acting as legal advisor to Cumulus.

As reported by the Troubled Company Reporter on December 7, 2010,
Citadel disclosed that it received an unsolicited proposal from a
third party to enter into a merger transaction in early November
2010.  Citadel did not identify that entity.  This proposal was
rejected by the Company's board of directors after it determined
that the proposal was not in the best interests of the Company's
shareholders.

According to Citadel, on November 29, 2010, it received a second
unsolicited letter from the same third party that improved the
terms of its prior proposal, and after consultation with its
financial and legal advisors, the board of directors of the
Company also rejected this proposal as not being in the best
interests of the Company's shareholders.

Peter Lattman and Adrienne Carter, writing for The New York Times'
DealBook, reported that two people familiar with the offer -- who
were not authorized to talk -- said that third party was Cumulus
Media, the second largest radio station operator.

                           About Citadel

Citadel Broadcasting Corporation --
http:///www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets.  Citadel is comprised of 166 FM stations and
59 AM stations in the nation's leading markets, in addition to
owning and operating the Citadel Media business, which is among
the largest radio networks in the U.S.

Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company disclosed assets of $1.4 billion and debts of
$2.5 billion in its Chapter 11 filing.  Kirkland & Ellis LLP
served as legal counsel and Lazard Freres & Co. LLC as financial
advisor for the restructuring.  Kurtzman Carson Consultants served
as claims and notice agent.

On May 19, 2010, the Court entered an order confirming the
Debtors' Second Modified Joint Plan of Reorganization.  On June 3,
2010, the Debtors consummated their reorganization and the Plan
became effective.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 30, 2010,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Citadel.  The rating outlook is stable.  "The
'BB-' rating and stable outlook reflect Standard & Poor's Ratings
Services' opinion of Citadel's improved financial flexibility
following its bankruptcy," said Standard & Poor's credit analyst
Michael Altberg.  "The elimination of roughly 65% of its debt load
should allow the company to generate healthy discretionary cash
flow and maintain adequate liquidity despite the potential for
longer-term secular declines in radio."

Citadel carries 'Ba2' Corporate Family Rating from Moody's
Investors Service.

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

The Company's balance sheet at Sept. 30, 2010, showed
$324.06 million in total assets, $673.31 million in total
liabilities, and a stockholders' deficit of $349.25 million.

                           *     *     *

Cumulus Media carries a 'Caa1' corporate family rating, and 'Caa2'
probability-of-default rating from Moody's Investors Service.
Standard & Poor's Ratings Services early in February revised its
rating outlook on Cumulus Media to positive from stable.  All
ratings on the company, including the 'B-' corporate credit
rating, were affirmed.


DA-LITE SCREEN: Moody's Affirms 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family and B1
Probability of Default ratings for Da-Lite Screen Company, Inc.,
as well as the B1 rating on its senior unsecured notes.  Moody's
also downgraded Da-Lite's Speculative Grade Liquidity rating to
SGL- 3 from SGL -- 2 based on the near term maturity of the
company's $19.5 million unsecured revolver (unrated).  Moody's
expects Da-Lite to refinance the revolver closer to expiration,
but the May 1, 2012, maturity and bilateral nature of the facility
remain a concern.  Nevertheless, expectations for stable, positive
free cash flow support an adequate liquidity profile for Da-Lite.
Operational cash flow remains sufficient to cover cash interest
payments on the company's 12.5% notes and nominal working capital
and capital expenditure investments.

The outlook remains negative, and a summary of the action follows.

Da-Lite Screen Company, Inc.

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-2

  -- Affirmed B1 Corporate Family Rating

  -- Affirmed B1 Probability of Default Rating

  -- Affirmed B1 rating on Senior Unsecured Notes, B1 / LGD4 --
     51%

  -- Outlook, Negative

Da-Lite's small scale and single product focus position it weakly
for its B1 Corporate Family Rating.  However, low financial
leverage (mid 2 times debt-to-EBITDA range) and the company's well
recognized brand name, evidenced in its strong EBIT margins,
somewhat mitigate these concerns.  Notwithstanding limited growth
prospects, Moody's anticipate continued positive free cash flow,
which also supports the rating, along with Da-Lite's proven
ability to generate consistent positive free cash flow throughout
the downturn.  The company suspended discretionary distributions
to owners during the weak economic conditions to preserve its
credit profile; Moody's anticipate discretionary distributions
will resume at some level, and the company's commitment to a
strong credit profile will be critical to sustaining its B1
corporate family rating .

The negative outlook continues to reflect Moody's concern over Da-
Lite's sales and profitability, which have recovered at a weaker
than expected pace given recent trends in corporate spending on
equipment and renovations, as well as the near term maturity of
its revolver.  Lack of meaningful revenue growth, or material
erosion in profitability margins or liquidity could negatively
impact the rating.

Moody's would consider a stable outlook based on a continuation of
revenue growth, stable margins, and an extension of maturity on
the revolver.  A stable outlook would also require expectations
for continued positive free cash flow after all owner
distributions.  An upgrade or positive outlook is highly unlikely
absent a transformative transaction that materially improved both
scale and credit metrics.

Headquartered in Warsaw, Indiana, Da-Lite is a major manufacturer
of projection screens primarily for business and home theater use.
Founded in the early 1900's, the company distributes its screens
in over 100 countries and generated revenues of about $130 million
for the latest twelve month period ended October 1, 2010.

The most recent rating action on Da-Lite occurred on March 18,
2010.  At that time Moody's assigned a B1 rating to its senior
unsecured notes and affirmed its B1 corporate family rating.


DAVE & BUSTER'S: Moody's Reviews 'B2' Corporate for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed all ratings of Dave & Buster's
Inc., including its B2 Corporate Family Rating and Probability of
Default Rating for possible downgrade, following the company's
announcement of a proposed offering of senior discount notes at
Dave & Buster's Parent, Inc. -- a Dave & Buster's indirect parent
holding company.  The expected proceeds of approximately
$100 million from the offering will be used for a return of cash
dividend to shareholders (Oak Hill Capital Partners and
management) or for repurchase a portion of Parent Co.'s common
stock and for transaction fees and expenses.  The new notes will
not be rated by Moody's.

These ratings were placed under review for possible downgrade:

* Corporate Family Rating - B2

* Probability of Default Rating - B2

* $50 million senior secured revolving credit facility due 2015 -
  Ba2

* $150 million senior secured term loan due 2016 -- Ba2

* $200 million senior unsecured notes due 2018 -- B3

The review for possible downgrade reflects the expected material
increase in enterprise-wide financial leverage -- from high five
times to high six times (incorporating Moody's analytical
adjustments) if the proposed offering closes.  The rating action
incorporates the heightened risk profile due to the increased
leverage as well as management's shift to a more aggressive
financial strategy at a time when the business recovery has not
yet gained full traction and may still be somewhat fragile.
Additionally, Moody's notes the issuance would result in
unfavorable debt maturity profile for existing debt holders of
senior unsecured notes due 2018, as the new Parent Co. debt will
mature approximately two years ahead of the 2018 notes.

"If the company completes the transaction as it is currently
proposed, it is likely that the CFR would be downgraded to B3 as
Moody's expect the leverage would remain elevated given the slower
than anticipated recovery of the company's operating performance,"
commented Moody's analyst John Zhao.  However, final ratings will
be determined based on full and complete information about the
transaction.  Moody's review will assess the terms of the new debt
and future capital structure and liquidity position.

Moody's last rating action on Dave & Buster's occurred on May 6,
2010, when a B2 CFR was assigned with a negative rating outlook.

Headquartered in Dallas, Texas, Dave & Buster's, Inc., is a
leading operator of large format, high volume specialty
restaurant-entertainment complexes.  The company operates under
the Dave & Buster's and Dave & Buster's Grand Sports Cafe, and
owns 57 units in the United States and Canada and franchises one
unit in Canada.  Revenues for the last twelve months ended
Oct. 30, 2010, were approximately $520 million.


DAVE & BUSTER'S: S&P Downgrades Corporate Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Dallas-based Dave & Buster's Inc. to
'B-' from 'B'.  The outlook is stable.

S&P also lowered the issue-level rating on the company's secured
credit facility to 'B+' from 'BB-'.  The '1' recovery rating on
the debt remains unchanged.  At the same time, S&P lowered the
issue-level rating on the senior unsecured notes to 'CCC+' from
'B-'.  The '5' recovery rating on these notes is unchanged.

S&P will not rate the new notes, which the company plans to issue
under Rule 144A (without registration rights).  It intends to use
the proceeds to pay a dividend to its shareholders.

"The ratings on Dave & Buster's reflect its highly leveraged
financial risk profile," said Standard & Poor's credit analyst
David Sookram.  This incorporates the company's elevated debt
levels due to the acquisition of the company by Oak Hill Partners
as well as the proposed dividends, thin cash flow protection
measures, and S&P's expectation that excess cash flows will be
used for store expansion initiatives instead of debt reduction.

"S&P expects operating performance to improve modestly in the next
several quarters as S&P thinks the company will likely benefit
from customer promotion initiatives and sales price increases,"
added Mr. Sookram.


DAVIE YARDS: Obtains March 10 Extension of CCAA Stay Order
----------------------------------------------------------
Davie Yards has obtained an order from the Quebec Superior Court
extending the stay of proceedings ordered by the Court to March
10, 2011, the whole pursuant to the Companies' Creditors
Arrangement Act ("CCAA").

Davie still requires additional clarifications in respect of the
proposals it received from four potential investor groups prior to
moving forward on an exclusive basis with one of them.  The new
extension will also allow Davie to continue working on a response
to the request for proposal to become one of the two selected
shipyards under the National Shipbuilding Procurement Strategy,
and to develop and eventually submit a plan of arrangement to its
creditors under CCAA.

                          About Davie Yards

Davie Yards Inc. owns and operates the Davie yard in Quebec.  With
over 185 years of operating experience, the shipyard is the
largest in Canada and among the largest and most sophisticated in
North America.  The Corporation has a focus on building large and
complex offshore service vessels and rigs, and other sophisticated
vessels for commercial and governmental use.


DIAMONDBACK CAPITAL: Investors to Pull Out Nearly 23% of Funds
--------------------------------------------------------------
Azam Ahmed, writing for The New York Times' DealBook, reports that
investors, spooked by the broad insider trading investigation,
have asked to pull more than $1.3 billion from Diamondback Capital
Partners -- amounting to nearly 23% of the hedge fund firm's total
assets, according to a letter sent to investors Thursday.

Diamondback was one of four hedge funds raided in November 2010 by
the Federal Bureau of Investigation as part of a widespread
insider trading investigation on Wall Street.  The firm has not
been accused of any wrongdoing.

According to the report, a number of investors piled out of the
fund at the last minute, with withdrawals totaling roughly $300
million on Tuesday, the deadline for redemption requests.  Since
Friday, investors asked to pull more than $500 million, the
figures show.

In an earlier report, Mr. Ahmed said that even before the deadline
for redemptions requests passed Tuesday, Diamondback investors had
asked to pull out more than $1 billion, according to people who
work with the fund who were not authorized to speak publicly.
DealBook says the $1 billion is almost 20% of the firm's
$5.5 billion in assets under management.

The deadline for requests at Diamondback was 5 p.m. Tuesday.
Mr. Ahmed noted that the bulk of the redemption requests came in
the last two weeks.  Sources told DealBook that as of Feb. 10,
investors had asked for $722 million back, compared with
$534 million at the beginning of February, these people said.

Late last week, Level Global Partners, another hedge fund searched
by the FBI, decided to wind down its $4 billion fund, citing the
"significant challenge" posed by the government's investigation.
DealBook notes that by the time the firm announced the closing,
redemption requests had reached about 20% of Level Global's
assets.

One of the sources told DealBook that unlike Level Global,
Diamondback has some modest protection from redemptions.  Roughly
29% of the firm's money is locked up for the next two years.  At
Diamondback, which employs more than 200 people, trading is
largely decentralized, in that the assets are spread across many
managers who make independent decisions, according to investors in
the firm who were not authorized to speak publicly.  By
comparison, Level Global's top management is much closer to the
trading activity.


DUNKIN' BRANDS: S&P Downgrades Rating on Senior Debt to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its senior
secured debt rating on Dunkin' Brands Inc. to 'B' from 'B+' and
revised the secured recovery rating to '3' from '2'.  The '3'
recovery rating indicates S&P's expectation for a meaningful
recovery (albeit at the high end of the 50%-70% range) in the
event of a payment default.  The lower ratings reflect a decline
in recovery estimates for term loan lenders because of the
upsizing.  The company intends to use the proceeds of the
incremental term loan to repay a portion of its 9.9% senior
unsecured notes.

At the same time, S&P affirmed all other ratings on the company,
including the 'B' corporate credit rating.  The outlook is stable.

"The ratings on Dunkin' Brands reflect S&P's assessment of its
business risk profile as fair," said Standard & Poor's credit
analyst Andy Sookram, "characterized by its significant recurring
revenues due to its highly franchised business model and good
market position, which S&P thinks will contribute to modest growth
in revenues and cash flows in the near term." The ratings also
incorporate S&P's view that while the company's financial risk
profile is highly leveraged, the refinancing has helped improve
financial flexibility in the medium term by making debt maturities
more manageable.


E-DEBIT GLOBAL: Launches National and Int'l Marketing Program
-------------------------------------------------------------
E-Debit Global Corporation announced that it has launched a major
National and International Marketing and Advertisement Program.

Management's Commentary:

"Over the past 12 years, E-Debit Global Corporation has
established an unparalleled "end-to-end" payment delivery and
processing solution built on the foundation of its ATM and POS
networks experience.  In partnership with the Canadian Interac
Association and ACI Worldwide Solutions Inc's. BASE24(R) "On
DemandTM hosted Switching Platform, E-Debit's payment and
processing services and capabilities are best of breed and second
to none in this business segment not only in North America but
world-wide.

Now is the appropriate time for the Company to ensure that we get
our message out and make the public aware of our capabilities and
our move into the Prepaid, Debit and Credit marketplace, stated
Doug Mac Donald, E-Debit's President and CEO.

"With the competitive advantage of 10 years of Personal
Identification Number ("PIN") based card transactions and with
full implementation of our Interac EMV chip card security
throughout its transaction processing and equipment placements, E-
Debit is launching its card product entry into the prepaid, debit
and credit business space originating in North America and
expanding worldwide.  With the state of Visa, MasterCard and AMEX
brand fatigue and the destruction of the conventional credit card
business E-Debit intends to establish its presence into both the
Debit and Credit space commencing with E-Debits current ATM and
POS estates and rolling out through ISO partnership North American
wide.

In order to announce our move into the marketplace, we will be
utilizing all of the new information dissemination vehicles
available to us, through a social media presence, electronic media
and conventional advertising the Company is initiating its product
roll out through all channels.  We are quite excited about our
opportunities and look forward to the competition of the
marketplace which will result from our E-Debit brand roll out."
Mr. Mac Donald further stated.

                     About E-Debit Global Corp.

E-Debit Global Corporation is a financial holding company in
Canada.  The Company's primary business is the sale and operation
of cash vending (ATM) and point of sale (POS) machines in Canada.

The Company's balance sheet at Sept. 30, 2010, showed
US$1.79 million in total assets, US$1.96 million in total
liabilities, and a stockholders' deficit of US$165,000.  As of
Sept. 30, 2010, the Company had a working capital deficit of
US$770,000 and an accumulated deficit of US$4.08 million.

Cordovano and Honeck LLP, in Englewood, Colorado, expressed
substantial doubt about E-Debit Global Corporation's ability to
continue as a going concern, following the Company's 2009 results.
The independent auditors noted that the Company has suffered
recurring losses, has a working capital deficit, and has an
accumulated deficit of US$760,509 as of December 31, 2009.


EMPIRE LLC: S&P Assigns Corporate Credit Rating at 'B'
------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Chicago-based Empire LLC.  The outlook
is stable.

At the same time, S&P assigned its 'B' issue rating to the
company's $150 million senior secured notes due 2017.  The
recovery rating is '4', indicating S&P's expectation for average
(30%-50%) recovery in the event of a payment default.  The company
used the net proceeds to repay existing indebtedness, pay a
dividend, and pay various corporate expenses.  S&P estimate Empire
has about $150 million in debt outstanding.

"The ratings on Empire reflect the risks S&P see in that the
company relies on discretionary consumer spending for major home
improvement projects," said Standard & Poor's credit analyst Brian
Milligan, "and requires effective TV advertising to generate
customer leads, while offering a narrow product selection
primarily in residential replacement flooring." The ratings also
reflect a financial policy which S&P views as aggressive.  S&P
bases its view on the substantial dividend activity that occurred
prior to the company encountering credit metric deterioration and
operational restructuring events.  As such, S&P views the
company's business risk profile as vulnerable and the financial
risk profile as highly leveraged.

The company's business risk profile is vulnerable based on its
participation in the highly competitive and fragmented residential
replacement flooring industry.  While Empire is one of the largest
independent flooring providers in the U.S., S&P believes the
company controls less than 2% of this market.  With no retail
store locations, its business model is based on in-home sales,
next-day installation, and distribution centers serving a 50- to
75-mile market radius in 40 metropolitan markets.

"The housing crisis has resulted in lower discretionary consumer
spending on major home improvement projects," said Mr. Milligan.
S&P believes residential replacement flooring partially depends on
housing turnover, and, to some extent, replacement flooring is
more discretionary than other major home improvement projects
related to HVAC, plumbing, and roofing.  S&P believes these
factors have contributed to a significantly lower revenue base
compared with 2007.


EQUIPMENT MANAGEMENT: Asks for Okay to Use FCC's Cash Collateral
----------------------------------------------------------------
Equipment Management Technology seeks authority from the U.S.
Bankruptcy Court for the District of Nevada to use the cash
collateral of FCC, LLC, until April 2011.

On Aug. 25, 2008, FCC, LLC, a Florida limited liability company,
doing business as First Capital Western Region, LLC, made a loan
to the Debtor in the amount of up to $22 million, which is
evidenced by a note and is purportedly secured by liens on
substantially all of the Debtor's assets.  Pursuant to the Loan
Documents, the proceeds collected, in part, allegedly constitute
the Prepetition Lender's cash collateral.  On Nov. 9, 2010, an
order was entered by the District Court, Clark County, Nevada,
appointing a receiver with respect to the Debtor's assets, in
favor of FCC.  At the time of the appointment, FCC alleged it was
owed $13,474,161.  Since the appointment of the receiver, it is
unknown how much money was paid to FCC, and the exact amount of
its debt today.

Samuel A. Schwartz, Esq., at The Schwartz Law Firm, Inc., explains
that the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.  The Debtors will use the collateral
pursuant to a budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtors propose to
grant the Prepetition Lender a superpriority claim and a valid and
perfected replacement security interests in and liens upon all of
the Debtor's assets and properties, and proceeds thereof.

The Debtor will deposit all excess cash collateral not used to
maintain and operate the Debtor's property or for the
administration of the Debtor's Chapter 11 case into a segregated
account for 90 days after the Petition Date which may not be used
for any other purpose.  The Debtor will continue to provide the
Prepetition Lender with financial and other reporting
substantially in accordance with the Prepetition Loan Documents.

Las Vegas, Nevada-based Equipment Management Technology filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
11816) on Feb. 9, 2011.  Samuel A. Schwartz, Esq., at The Schwartz
Law Firm, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


EQUIPMENT MANAGEMENT: Sec. 341(a) Meeting Scheduled for March 17
----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Equipment
Management Technology's creditors on March 17, 2011, at 1:00 p.m.
The meeting will be held at 300 Las Vegas Boulevard, South, Room
1500, Las Vegas, NV 89101.

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

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

Las Vegas, Nevada-based Equipment Management Technology filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
11816) on Feb. 9, 2011.  Samuel A. Schwartz, Esq., at The Schwartz
Law Firm, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


EQUIPMENT MANAGEMENT: Wants Until April 25 to File Schedules
------------------------------------------------------------
Equipment Management Technology asks the U.S. Bankruptcy Court for
the District of Nevada to grant it additional time within which to
file schedules of assets and liabilities and statements of
financial affairs until April 25, 2011, or 60 additional days.

The Debtor has a pending lawsuit in the Eighth Judicial District
Court for the District of Nevada, Case No. A-10-628045-B involving
itself and Vito Longo, the Debtor's president, whereby FCC alleged
several claims in regards to the parties' loan agreement and seeks
to obtain client funds and liquidate certain assets, all of which
necessitated this emergency bankruptcy filing.  The Debtor says
that as a result, it has not been afforded the opportunity to
properly prepare a Chapter 11 filing.  Moreover, as a receiver was
appointed in the Lawsuit on November 9, 2010, the Debtor has not
been able to access those pertinent documents and financial
information necessary to complete the Schedules and Statements,
the Debtor says.  The Debtor states that due to the number of
creditors, the complexity of Debtor's business, the non-bankruptcy
related Lawsuit, and the appointment of the receiver, the 15-day
automatic extension of time to file the Schedules, won't be
sufficient to permit completion of the Schedules.

Las Vegas, Nevada-based Equipment Management Technology filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-
11816) on Feb. 9, 2011.  Samuel A. Schwartz, Esq., at The Schwartz
Law Firm, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


EVANS OIL: Asks for March 1 Extension for Schedules
---------------------------------------------------
Evans Oil Company LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
extend the deadline, until March 1, 2011, to file their schedules
of assets and liabilities, and statements of financial affairs.

The Debtors tell the Court, given the size and scope of their
cases, and all of the other demands that have been placed on them
and their employees in the Chapter 11 cases, they expect that they
will not be in a position to timely and accurately complete and
file their schedules and statements within the 14-day period
provided by the Bankruptcy Rules.  The Debtors say an extension
will provide them sufficient time to complete and file the
schedules and statements.

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  It
filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case
No. 11-01515) on Jan. 30, 2011.  John S. Sarrett, Esq., Lawrence
E. Oscar, Esq., Daniel A. DeMarco, Esq., Christopher B. Wick,
Esq., and Emily W. Ladky, Esq., at Hahn Loeser & Parks LLP,
servers as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Affiliates KCWL, LLC (Bankr. M.D. Fla. Case No. 11-01519), Long
Equipment Finance, LLC (Bankr. M.D. Fla. Case No. 11-01520), Long
Petroleum Products (Bankr. M.D. Fla. Case No. 11-01521), Long Run,
LLC (Bankr. M.D. Fla. Case No. 11-01522), Octane, LLC (Bankr. M.D.
Fla. Case No. 11-01523), and RML, LLC (Bankr. M.D. Fla. Case No.
11-01524) filed separate Chapter 11 petitions on January 30, 2011.

The cases are jointly administered.  Evans Oil is the lead case.

The Debtors hired The Garden City Group, Inc., as claims, noticing
and balloting agent.


EVANS OIL: Creditors Have Until April 15 to File Proofs of Claim
----------------------------------------------------------------
Dayna Harpster at News-Press.Com notes that creditors of Evans Oil
Company in Naples have until April 15, 2011, to file claims with
the federal court.

News-Press.Com, citing a report from Bloomberg, says the Company
owes a total of $44.2 million, with $34 million in debt to Fifth
Third Bank, against its assets of $32.4 million.  Chevron Products
Co. holds the largest bill at $2.45 million.  Collier County also
claims to be owed $44,744 in property taxes.

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  It
filed for Chapter 11 bankruptcy protection on January 30, 2011
(Bankr. M.D. Fla. Case No. 11-01515).  John S. Sarrett, Esq.,
Lawrence E. Oscar, Esq., Daniel A. DeMarco, Esq., Christopher B.
Wick, Esq., and Emily W. Ladky, Esq., at Hahn Loeser & Parks LLP,
servers as the Debtor's bankruptcy counsel.  The Debtor estimated
its assets and debts at $10 million to $50 million.

Affiliates KCWL, LLC (Bankr. M.D. Fla. Case No. 11-01519), Long
Equipment Finance, LLC (Bankr. M.D. Fla. Case No. 11-01520), Long
Petroleum Products (Bankr. M.D. Fla. Case No. 11-01521), Long Run,
LLC (Bankr. M.D. Fla. Case No. 11-01522), Octane, LLC (Bankr. M.D.
Fla. Case No. 11-01523), and RML, LLC (Bankr. M.D. Fla. Case No.
11-01524) filed separate Chapter 11 petitions on January 30, 2011.

The cases are jointly administered.  Evans Oil is the lead case.

The Debtors hired The Garden City Group, Inc., as claims, noticing
and balloting agent.


FANNIE MAE: Gov't Could Have Nixed Pacts to Avoid Legal Fees
------------------------------------------------------------
The New York Times' DealBook reports that according to statements
at a Congressional hearing on Tuesday, when the government took
over Fannie Mae, it could have voided the contracts that have
since left taxpayers liable for more than $100 million in legal
bills defending the mortgage company and its former executives.

DealBook relates the legal opinion, cited by Representative Randy
Neugebauer, Republican of Texas, runs counter to the assertions of
officials at the Federal Housing Finance Agency, created to
oversee Fannie Mae.  Overturning the contracts, agency officials
said, would have been inappropriate and possibly unconstitutional,
Gretchen Morgenson writes in The New York Times.

According to DealBook, Edward J. DeMarco, acting director of the
federal housing agency, and Alfred M. Pollard, its general
counsel, reiterated that view before the House oversight and
investigations subcommittee of the Financial Services Committee.
Mr. DeMarco added that canceling the executives' employment
contracts would make it difficult to attract skilled professionals
to work at the company.

DealBook says the amount advanced by the government to pay legal
bills for Fannie Mae and its former executives accused of
accounting improprieties was a well-kept secret for more than two
years.  But the bills add up quickly. In the main lawsuit, 35 to
40 lawyers representing Fannie Mae defendants attend monthly
conferences by the judge.

                          About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.


FLOWER FACTORY: Files for Chapter 11 to Close Some Stores
---------------------------------------------------------
Flower Factory, Inc., along with affiliates, filed for Chapter 11
protection (Bankr. N.D. Ohio Lead Case No. 11-60406) in Canton,
Ohio, on Feb. 15, 2011.

FFI operates retail stores under the trade name "Flower Factory"
in North Canton, Columbus, Dayton, Bainbridge Township, Brooklyn,
and Ontario, Ohio; and Indianapolis, Indiana.  FFI, headquartered
in North Canton, Ohio, operates the corporate office and is the
central buyer and distributor for retail stores operated by the
affiliates.  Collectively, the Debtors employ 320 hourly and
salaried employees.

The Debtors owe $3.19 million in principal under a revolver
provided by Wells Fargo Bank, N.A., prepetition.  Certain of the
Debtors also owe $2.29 million in principal under a term note
provided by Huntington National Bank prepetition.  Certain of the
Debtors also delivered promissory notes to American Investment
Life Insurance company, of which $6.5 million is owing on the
notes.  A Debtor also owes $9 million to Sun Life Insurance
Company of Canada pursuant to a promissory note.

"The Debtors have faced a series of unanticipated operational and
market challenges that have adversely affected their operations
and cash flows.  These challenges have impaired both the Debtors'
suppliers and customers, which in turn have severely affected the
Debtors' operations and businesses.  Furthermore, the general
instability of the retail industry has directly harmed the
Debtors' liquidity," says Marc Merklin, Esq., at Brouse McDowell,
LPA, in Akron, Ohio, counsel to the Debtors.

"As a result of the most recent economic downturn in the retail
industry, the Debtors cut any unnecessary costs in order to remain
competitive within the industry, including reducing their number
of employees and closing certain of their Retail Stores."

Mr. Merklin says that the Debtors have begun the liquidation
process of FF Aurora, Inc. (with retail store in Bridge Township),
FF Cleveland, Inc. (store in Brooklyn) and FF Mansfield, Inc.
(store in Ontario).  The Debtors anticipate that the
aforementioned retail stores will be completely liquidated and
shut down within 60 to 90 days.

"However, even with considerable cost cutting efforts, due to the
weak national economy and the weak retail industry, the Debtors
cannot continue to operate without the protections of the
bankruptcy court," Mr. Merklin said.


FLOWER FACTORY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Flower Factory, Inc.
        5655 Whipple Avenue
        North Canton, OH 44720

Bankruptcy Case No.: 11-60406

Chapter 11 Petition Date: February 15, 2011

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Marc Merklin, Esq.
                  BROUSE MCDOWELL, LPA
                  388 S. Main Street, Suite 500
                  Akron, OH 44311
                  Tel: (330) 535-5711
                  Fax: (330) 253-8601
                  E-mail: mmerklin@brouse.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/ohnb11-60406.pdf

The petition was signed by Christopher Mulqueen, vice president.

Debtor affiliates of Flower Factory Inc that also filed on
Feb. 15, 2011:

  Debtor                          Case No.
  ------                          --------
Flower Factory Online, Inc.       11-60408
ALEMIT Properties, LLC            11-60411
Denbar, Inc.                      11-60412
FF North Canton, Inc.             11-60414
F.F. Aurora, Inc.                 11-60415
F.F./Cleveland, Inc.              11-60417
FF Greenwood, Inc.                11-60419
F. F. Mansfield, Inc.             11-60420
Mulqueen Importers, LLC           11-60421
Mulqueen & Sons, LLC              11-60423
Mulden, Inc.                      11-60424
Mulqueen Holdings, Inc.           11-60425
RAM Trucking, LLC                 11-60426


FORD MOTOR: To Redeem 6.50% Securities for Cash on March 15
-----------------------------------------------------------
Ford Motor Company announced that on March 15, 2011 all of the
outstanding 6.50% Cumulative Convertible Trust Preferred
Securities of its subsidiary trust, Ford Motor Company Capital
Trust II, will be redeemed for cash at a redemption price of
$50.33 per trust preferred security, plus accrued and unpaid
distributions of $0.5416667 per trust preferred security.

The redemption of the trust preferred securities will result from
Ford redeeming for cash all of the $2.98 billion aggregate
principal amount outstanding of its 6.50% Junior Subordinated
Convertible Debentures held by Ford Motor Company Capital Trust
II, as Ford continues to aggressively strengthen its balance
sheet.

Instead of having trust preferred securities redeemed for cash,
holders may convert their trust preferred securities at any time
until 5 p.m. EDT, March 14, 2011, into shares of Ford common stock
at a rate of 2.8769 shares per trust preferred security converted.

Redemption or conversion of these securities will result in a
reduction of about $3 billion in Automotive debt and lower
annualized interest costs of about $190 million.  Redemption of
these securities will also result in a 2011 first quarter charge
of up to about $60 million.

"We remain focused on reducing our Automotive debt as the core
automotive business continues to strengthen," said Lewis Booth,
Ford executive vice president and chief financial officer.  "We
are pleased with the progress we have made, and we are committed
to continuing to improve our balance sheet to lay a solid
foundation for a strong and profitably growing business in years
to come."

The actions announced are in addition to the $14.5 billion total
reduction of net Automotive debt Ford achieved in 2010.

Key 2010 debt-reduction actions included:

   * Full prepayment of VEBA debt obligations of $7 billion

   * Repayment of $6.7 billion of the 2013 revolving credit
     facility

   * Conversion offers for senior convertible notes leading to
     $1.9 billion of debt reduction

   * Term Loan B payments of $1.2 billion

              Details of Trust Preferred Redemption

As specified by their terms, the cash redemption price for the
trust preferred securities is $50.33 per $50 liquidation amount,
plus accrued and unpaid distributions to the redemption date of
$0.5416667 per security.

Consistent with the terms of the Amended and Restated Declaration
of Trust of Ford Motor Company Capital Trust II, no record date
will be established with respect to the March 15, 2011 redemption.
The redemption price and accrued distributions will be payable to
the holder of the trust preferred securities upon presentation and
surrender of the securities on or after the redemption date at the
offices of the redemption and paying agent.  Distributions will no
longer accrue after the March 15, 2011 redemption date.

The New York Stock Exchange has indicated the last day of trading
in the trust preferred securities on the exchange will be March 8,
2011, in order that all trades settle prior to the termination of
holders' conversion rights.

To exercise the conversion right, a holder of the trust preferred
securities must surrender the securities together with an
irrevocable conversion notice to Computershare Trust Company,
N.A., in its capacity as the conversion agent, before 5 p.m. EDT
on March 14, 2011 at one of these addresses:

  By Mail:

    Computershare Trust Company N.A.
    Corporate Actions
    P.O. Box 43014
    Providence, RI 02940-3014

  By Overnight Mail:

    Computershare Trust Company N.A.
    Corporate Actions
    250 Royall Street
    Canton, MA 02021

Computershare Trust Company, N.A. is the transfer agent for the
trust preferred securities and will act as the redemption and
paying agent for this transaction.  Computershare's address is 250
Royall Street, Canton, MA, 02021.

Holders of trust preferred securities with questions regarding the
details of the redemption may call Computershare at 1-800-541-
5141.

                          About Ford Motor

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

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

                           *     *     *

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

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


FREDDIE MAC: Former CFO Piszel Faces SEC Suit
---------------------------------------------
Santa Ana, California-based CoreLogic said on Feb. 10 that Anthony
"Buddy" Piszel, its chief financial officer, has resigned as CFO
effective immediately.  Mr. Piszel, who joined CoreLogic in
January 2009, will stay on in a non-executive capacity through
June 1, 2011 to assist in a smooth transition of his
responsibilities.

Mr. Piszel has informed the company that he received a Wells
notice from the U.S. Securities and Exchange Commission staff in
connection with certain disclosure matters during his tenure at
his previous employer Freddie Mac.  Mr. Piszel served as chief
financial officer of Freddie Mac from November 2006 to September
2008.

The SEC's inquiry relates to a period that predates Mr. Piszel's
employment with CoreLogic and is not directed at the company or
any other CoreLogic employees.

The Wells notice indicates that the SEC staff is considering
recommending a civil enforcement action against Mr. Piszel.  Under
the SEC's procedures, recipients of a Wells notice have the
opportunity to respond in the form of a "Wells submission" in
which they seek to persuade the SEC that no action should be
commenced.  Mr. Piszel has informed CoreLogic that he intends to
make such a submission.

"While we appreciate Buddy's contributions during his tenure at
CoreLogic, after careful consideration of these developments, our
Board of Directors, Buddy and I decided it would be in the best
interest of the company for Buddy to leave CoreLogic to focus on
his response to these issues," said Anand Nallathambi, president
and chief executive officer.

A search for a successor CFO is underway. In the interim, Senior
Vice President of Finance and Accounting, Michael A. Rasic, will
serve as principal financial officer reporting directly to Mr.
Nallathambi. The Company has also engaged former Standard Pacific
Corp. CFO Andrew H. Parnes as a consultant to assist Messrs.
Nallathambi and Rasic during the transition to a new CFO.

CoreLogic (NYSE: CLGX) -- http://www.corelogic.com/-- provides
consumer, financial and property information, analytics and
services to business and government. The company combines public,
contributory and proprietary data to develop predictive decision
analytics and provide business services that bring dynamic insight
and transparency to the markets it serves.  CoreLogic claims to
have built the largest U.S. real estate, mortgage application,
fraud, and loan performance databases and is a recognized leading
provider of mortgage and automotive credit reporting, property
tax, valuation, flood determination, and geospatial analytics and
services.  The company has more than 10,000 employees globally
with 2009 revenues of $2 billion.

                         About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FREESCALE SEMICONDUCTOR: Fitch Keeps 'CCC' IDR as IPO Announced
---------------------------------------------------------------
Fitch Ratings believes the ratings for Freescale Semiconductor
Holdings I, Ltd. to be unaffected by the company's recently
proposed initial public offering.  Fitch rates Freescale:

  -- Issuer Default Rating at 'CCC';
  -- Senior secured bank revolving credit facility at 'B-/RR3';
  -- Senior secured term loans at 'B-/RR3';
  -- Senior secured notes at 'B-/RR3';
  -- Senior unsecured notes at 'C/RR6';
  -- Senior subordinated notes at 'C/RR6'.

The Rating Outlook is Positive.

While a successful IPO would provide up to $1.15 billion of gross
proceeds and enable the company to further chip away at
significant debt maturities, Fitch continues to believe Freescale
will be challenged to generate free cash flow sufficient to
organically meet remaining intermediate-term debt maturities.  As
a result, positive rating actions continue to hinge on Freescale
achieving meaningful revenue growth and free cash flow over the
next few years that will reduce debt levels further and result in
a capital structure with capital markets access through the
business cycle.

Freescale's proposed IPO comes on the heels of a robust upturn in
the semiconductor market and Fitch estimates Freescale's total
leverage (total debt to operating EBITDA) was approximately 7.6
times times for 2010, versus more than 30x at the trough of the
most recent recession.  Given Fitch's expectations for moderating
end-market demand beyond the near term, Fitch believes Freescale's
proposed IPO could be consummated at the cyclical peak.  As a
result, Fitch believes incremental access to capital markets could
be under less favorable terms.  At the same time, the Positive
Outlook recognizes Freescale's lower fixed costs from
restructuring and solid design wins across a number of secular
growth markets, which have positioned the company to potentially
outperform the broader semiconductor market and achieve the
aforementioned meaningful revenue growth and free cash flow.

Negative rating action could result from the company's inability
to grow revenues and benefit from meaningful operating leverage,
most likely from diminished competitiveness or a double-dip
recession.  In either case, Fitch believes this would meaningfully
lessen Freescale's ability to refinance intermediate-term debt
maturities.

On Feb. 11, 2011, Freescale announced plans to issue up to
$1.15 billion of equity in an IPO.  Net proceeds would be used
to repay a portion of the borrowings under the senior secured
revolving credit facility due in 2012 and senior notes.
Nonetheless, the senior secured credit agreement provides holders
the right to accelerate the maturity of the senior secured term
loans if, as of Sept. 1, 2014, more than $500 million of the
approximately $1.2 billion of senior unsecured debt due on Dec. 1,
2014, is outstanding and total leverage exceeds 4x.

The ratings consider Freescale's: i) high debt levels and
significant interest expense; ii) revenue growth challenges, in
part due to increased focus on end-markets with meaningful
incumbent supplier advantages; and iii) structurally lower
absolute operating EBITDA levels, driven by the combination of the
recent downturn and loss of Motorola as a significant wireless
handset customer.  The ratings continue to reflect Freescale's:
i) leading positions with a diversified customer base in the
automotive and standard product markets, which are characterized
by longer product lifecycles; ii) increasing customer, end-market,
and product diversification from analog business growth; and
iii) lower capital intensity from the company's 'asset-light'
manufacturing strategy and lower than industry-average R&D
investment requirements.

Fitch believes Freescale's liquidity was sufficient as of Dec. 31,
2010, and consisted of approximately $1 billion of cash and
equivalents, and approximately $27 million of remaining
availability under the senior secured RCF due Dec. 1, 2012.
Fitch's anticipation of modestly positive free cash flow over the
next couple of years, driven by higher profitability, also
supports liquidity.  Other than modest amortization under the
extended term loans, Freescale's nearest debt maturity consists of
the portion of the RCF expiring on Dec. 1 2012 that is not reduced
with net IPO proceeds.

Total debt was approximately $7.6 billion as of Dec. 31, 2010, and
consisted of:

  -- $532 million of borrowings under the senior secured revolving
     credit facility due Dec. 1, 2012;

  -- Approximately $2.2 billion of senior secured term loans due
     Dec. 1, 2016;

  -- Approximately $2.1 billion of senior secured notes due 2018;

  -- Approximately $1.2 billion of senior unsecured notes due
     2014;

  -- $764 million of senior subordinated notes due 2016;

  -- $750 million of senior unsecured notes due 2020.

The Recovery Ratings for Freescale reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
belief that Freescale's enterprise value, and hence recovery rates
for its creditors, will be maximized as a going concern rather
than liquidation scenario.  In deriving a distressed enterprise
value, Fitch applies a 30% discount to its estimate of Freescale's
operating EBITDA for the fiscal year ended Dec. 31, 2010 of
approximately $1 billion.  Fitch applies a 5x distressed EBITDA
multiple to reach a reorganization enterprise value of
approximately $3.5 billion.  As is standard with Fitch's recovery
analysis, the revolver is assumed to be fully drawn and cash
balances fully depleted to reflect a stress event.  After reducing
the amount available in reorganization for administrative claims
by 10%, Fitch estimates the senior secured debt would recover 51%-
70%, equating to an 'RR3'.  The senior unsecured and senior
subordinated debt tranches would recover 0%-10%, equating to an
'RR6' and reflecting Fitch's belief that minimal if any value
would be available for unsecured noteholders.


FRISIA WEST: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Frisia West, LLC
        7469 CR 209
        Hico, TX 76457

Bankruptcy Case No.: 11-40900

Chapter 11 Petition Date: February 16, 2011

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

Judge: D. Michael Lynn

Debtor's Counsel: St. Clair Newbern, III, Esq.
                  LAW OFFICES OF ST. CLAIR NEWBERN III, P.C.
                  1701 River Run, Suite 1000
                  Fort Worth, TX 76107
                  Tel: (817) 870-2647
                  E-mail: filing@newbernlawoffice.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 Klaas Talsma, managing member.

Debtor-affiliate that previously filed a Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Klaas Talsma                          10-43790            06/01/10


GAMETECH INTERNATIONAL: Term Loan Default Cues Going Concern Doubt
------------------------------------------------------------------
GameTech International, Inc., filed on Feb. 15, 2011, its annual
report on Form 10-K for the fiscal year ended October 31, 2010.

Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed
substantial doubt about GameTech International, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered reoccurring losses from operations and
has been unable to extend the maturity of its debt, or raise
additional capital necessary to execute its business plan.

"Management does not believe cash from operations and existing
cash balances will be sufficient to meet its anticipated cash
requirements for the next 12 months," the Company said in the
filing.

The Company's current loan agreement with U.S. Bank N.A. and Bank
of the West provided for a senior secured revolving credit
facility of $2.0 million and a senior secured term loan of
$38.0 million.  Subsequent amendments reduced the amount of the
Revolver to $750,000 and allowed Bank of the West to provide a
line of credit or letters of credit up to $1.8 million in the
aggregate, secured by funds on deposit in the control account.

The Credit Facility requires the Company to comply with various
financial and non-financial covenants.  During fiscal 2010, the
Company failed to meet the financial covenants.  The Company also
defaulted on repayment of principal and interest amounts due on
the Term Loan on July 31, 2010, and thereafter, and principal and
interest amounts due on the Revolver on October 31, 2010, and
thereafter.  The Company and the lenders have entered into various
successive forbearances and amendments to the loan agreement,
wherein the Lenders conditionally waived their remedies under the
Credit Facility and imposed certain new terms.

On February 1, 2011, the Company received written notice that the
forbearance period under the Company's credit facility expired on
January 31, 2011.  The letter further stated that the lender has
the immediate right to commence action against the Company,
enforce the payment of the notes under the credit facility,
commence foreclosure proceedings under certain loan documents, and
otherwise enforce their rights and remedies against the Company.

While the Company is optimistic that a resolution with the lenders
can be reached, there can be no assurance that the Company will be
able to further extend the forbearance period, obtain waivers or
reach a satisfactory agreement with the lenders in a timely
manner.  As of February 10, 2011, the outstanding balance under
the Term Loan was approximately $24.8 million.

The Company reported a net loss of $20.4 million on $35.2 million
of revenue for the 52 weeks ended October 31, 2010, compared with
a net loss of $10.5 million on $47.8 million of revenue for the
52 weeks ended November 1, 2009.

The Company's balance sheet at October 31, 2010, showed
$46.7 million in total assets, $37.2 million in total liabilities,
and stockholders' equity of $9.5 million.

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

               http://researcharchives.com/t/s?737f

GameTech International, Inc. (NasdaqCM: GMTC) is in the business
of designing, developing, manufacturing, and marketing interactive
computerized bingo equipment and systems, video lottery terminals,
slot machine gaming devices, and related software.  The Company


GARRISON INT'L: Receives Default Notice from Debenture Holders
--------------------------------------------------------------
Garrison International Ltd. has received notices from holders of
debentures having a principal amount outstanding of $1,475,000
that they consider Garrison to have defaulted on its obligations
on those debentures.  These debenture-holders have demanded
repayment of all principal and interest due under the debentures.

The debentures were originally issued as part of a secured debt
financing in December 2009 and February 2010.  Debentures having a
principal amount of $3,000,000 were issued in the financing, all
bearing interest at 10% per annum, with interest payable semi-
annually (on June 30 and December 31).

Garrison failed to make the most recent interest payment of
$150,000, and has now received default notices from holders of
approximately half of the secured debt.

Garrison continues to work towards making the interest payment
that is now past due and otherwise returning these debentures to
good standing.  Management is currently negotiating with
representatives of certain of the debenture-holders who have
delivered default notices, and is optimistic that it will soon
reach an acceptable solution to resolve this matter.  In addition,
management continues to pursue other corporate financing
transactions to ensure that future interest and principal payments
are made when due, or that would otherwise result in the
debentures being retired.

                        About Garrison

Garrison International Ltd. -- http://www.sedar.com/-- is a
junior mineral exploration company focused on acquiring and
developing advanced stage gold properties in Mongolia.


GENERAL MARITIME: Completes Sale of 3rd Tanker for $21 Million
--------------------------------------------------------------
On Feb. 7, 2011, the General Maritime Corporation completed the
previously announced disposition of the last of three product
tankers, the 2005-built Stena Concept, to affiliates of Northern
Shipping Fund Management Bermuda, Ltd., generating net proceeds of
$21.0 million.  The Company received total net proceeds of $61.7
million from the sale and leaseback of all three product tankers,
the Stena Concept, the Stena Contest and the Genmar Concord, a
portion of which was used to repay the Company's $22.8 million
bridge loan, plus $0.1 million in fees and accrued and unpaid
interest, on February 8, 2011.  As a result of the repayment of
the bridge loan, the Genmar Vision, a 2001-built VLCC, was
released from its mortgage.

In connection with the sale of the Stena Concept, the vessel has
been leased back to a subsidiary of the Company under a bareboat
charter entered into with the purchasers for a period of seven
years at a rate of $6,500 per day for the first two years of the
charter period and $10,000 per day for the remainder of the
charter period.  The Stena Concept will continue to be employed on
a time charter as previously disclosed by the Company at an
adjusted rate of $15,000 per day until July 4, 2011.  The
obligations of the subsidiary are guaranteed by the Company.  As
part of these agreements, the subsidiaries to which each of the
Stena Concept, Stena Contest and Genmar Concord were leased back
to will have options to repurchase the three product tankers for
$24 million per vessel at the end of year two of the charter
period, $21 million per vessel at the end of year three of the
charter period, $19.5 million per vessel at the end of year four
of the charter period, $18 million per vessel at the end of year
five of the charter period, $16.5 million per vessel at the end of
year six of the charter period, and $15 million per vessel at the
end of year seven of the charter period.

                    About General Maritime Corp.

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

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

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


GIORDANO'S ENTERPRISES: Files for Chapter 11 in Illinois
--------------------------------------------------------
Giordano's Enterprises, Inc., known for the "Chicago's World
Famous Stuffed Pizza," along with 26 affiliates, filed for
Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 11-06098).

Giordano's said in court papers that 32 affiliates filed for
Chapter 11 protection.  However, only 26 filed.

The Debtors filed customary "first day" motions, including
requests to maintain existing bank accounts, pay administrative
claims, pay prepetition wages, pay prepetition taxes, pay key
vendors, use cash collateral and access DIP financing.

                   Administrative & PACA Claims

The Debtors are seeking approval to pay $40,000 owed to parties
who supply perishable agricultural commodities necessary to the
Debtors' operations (PACA Claimants).

The Debtors also want to pay $700,000 owed to parties who supply
goods necessary to the Debtors' operations and entitled to
administrative expense priority under 11 U.S.C. Sec. 503(b)(9).

The non-payment of these amounts would affect the flow of
essential supplies and food inventory to the Debtors postpetition,
says Michael L. Gesas, Esq., at Arnstein & Lehr LLP, in Chicago,
Illinois, counsel to the Debtors.

                          DIP Financing

The Debtors seek an order from the Bankruptcy Court (A) allowing
the use of the cash collateral in which Fifth Third Bank holds an
interest, and (B) authorizing them to obtain debtor-in-possession
financing from Fifth Third.

Mr. Gesas says that the DIP financing is "critical to preserve the
going concern value of the Debtors' assets, thereby maximizing the
returns to all creditors and stakeholders that will be obtained
from the contemplated sale of the Debtors' assets."

The DIP financing will be used to finance their postpetition
operations and pay administrative expenses.

The terms agreed by the Debtors and the DIP Lender include:

   * Maximum Principal Amount.  The maximum principal amount of
     Postpetition Debt outstanding will not at any time exceed
     $35,983,563; provided, however that pending the final
     hearing on the DIP financing, the maximum principal amount of
     Postpetition Debt outstanding will not at any time exceed
     $2,500,000.

   * Roll-Up.  Proceeds of prepetition collateral will be received
     and applied to reduce the prepetition debt to Fifth Third.
     Fifth Third is owed not less than $13,560,662 by GEI on
     account of loans and certain financial accommodations
     and $31,927,997 by certain of the Debtors -- the General
     Debtors.

   * Interest Rate. LIBOR plus 8.00%; adjusted every thirty (30)
     days.

   * Closing Fee. $50,000; 50% of which shall be fully earned, due
     and payable immediately upon the closing of the DIP Loan
     Agreement, and 50% of which shall be fully earned, due and
     payable upon entry of the Final Cash Collateral/DIP
     Financing Order.

Fifth Third has allowed the use of cash collateral only for the
payment of prepetition debt owed to it.  In exchange for the use
of cash collateral, as adequate protection, the Debtors will grant
replacement liens and an allowed 11 U.S.C. Sec. 507(b) claim.

                   About Giordano's Enterprises

Giordano's was founded in 1974 in Chicago, Illinois, by two
Argentinean immigrants, Efren and Joseph Boglio.  In 1988, John
and Eva Apostolou purchased control of Giordano's.  Although this
casual dining eatery offers a broad array of fine Italian cuisine,
it is primarily know for its "Chicago's World Famous Stuffed
Pizza".

Beginning in 2005, Giordano's expanded its operations outside
Illinois for the first time, with six stores opening in northern
and central Florida.  Today, Giordano's operates six company owned
stores in Chicagoland, four joint venture stores, and thirty-five
franchisee locations.  In addition, Giordano's operates Americana
Foods, Inc., located in Mount Prospect, Illinois, that serves as
the commissary for the majority of food products purchased by the
Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.


GIORDANO'S ENTERPRISES: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Giordano's Enterprises, Inc.
        740 North Rush Street, Suite 400
        Chicago, IL 60611

Bankruptcy Case No.: 11-06098

Affiliates that simultaneously filed Chapter 11 petitions:

  Debtor                                           Case No.
  ------                                           --------
ILLINOIS MANAGEMENT COMPANY, INC.                  11-06118
GIORDANOS FRANCHISE, INC.                          11-06126
JBA EQUIPMENT FINANCE, INC.                        11-06138
GIORDANOS OF FLORIDA, INC.                         11-06139
GIORDANOS RESTAURANTS, INC.                        11-06140
GIORDANOS FAMOUS STUFFED PIZZA, INC.               11-06143
AMERICANA FOODS, INC.                              11-06144
PIZZA PIZAZZE, INC.                                11-06145
GIORDANOS, LLC                                     11-06146
RANDOLPH PARTNERS, LLC                             11-06147
RANDOLPH PARTNERS, LLC - LAKE STREET SERIES        11-06149
RANDOLPH PARTNERS, LLC - FORMOSA SERIES            11-06150
RANDOLPH PARTNERS, LLC - MINOOKA SERIES            11-06151
RANDOLPH PARTNERS, LP                              11-06152
RANDOLPH PARTNERS, LLC - 740 SERIES                11-06153
RANDOLPH PARTNERS, LLC - OGDEN OSWEGO SERIES       11-06155
RANDOLPH PARTNERS, LLC - 1425 SERIES               11-06156
RANDOLPH PARTNERS, LLC - MOUNT PROSPECT SERIES     11-06157
BELMONT PIZZA, INC.                                11-06158
RUSH PIZZA, INC.                                   11-06159
GREEKTOWN PIZZA, INC.                              11-06160
ROSEMONT PIZZA, INC.                               11-06161
WILLOWBROOK PIZZA, INC.                            11-06162
RANDOLPH PARTNERS, LLC - OAKBROOK PARTNERS SERIES  11-06163
RANDOLPH PARTNERS, LLC - COTTON LANE SERIES        11-06164
RANDOLPH PARTNERS, LLC - RANDALL ORCHARD SERIES    11-06165

Chapter 11 Petition Date: February 16, 2011

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

Judge: Eugene R. Wedoff

Debtor's Counsel: Kevin H Morse, Esq.
                  Michael L. Gesas, Esq.
                  ARNSTEIN & LEHR, LLP
                  120 South Riverside Plaza, Suite 1200
                  Chicago, IL 60606-3910
                  Tel: (312) 876-7122
                       (312) 876-7125
                  Fax: (312) 876-6260
                  E-mail: khmorse@arnstein.com
                          mlgesas@arnstein.com

Total Assets:  Not Stated*

Total Debts: Not Stated*

* Giordano Enterprises estimated assets and debts of $0 to $50,000
in its Chapter 11 petition.

The petitions were signed by John Apostolou, president.

Debtors' List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Saputo Cheese USA, Inc.            --                     $426,678
2515 Collection Center Drive
Chicago, IL 60693

Greco & Sons, Inc.                 --                     $213,694
1550 Hecht Road
Bartlett, IL 60103

Giordano's Adverstising Fund       --                     $150,777
740 Rush Street, Suite 4100
Chicago, IL 60611

Heinz North America                --                     $131,801

Tardella Foods, Inc.               --                      $29,963

Columbus Foods Company             --                      $22,091

Glenn P. Doeing                    --                      $19,268

Chicago International Trucks       --                      $16,373

Fintech.net                        --                      $13,919

Black Jacks                        --                      $13,476

Panapesca USA Corporation          --                      $12,600

Foodtec Solutions, Inc.            --                       $9,562

Periship                           --                       $8,271

SVA Consulting, Inc.               --                       $8,009

Coca Cola Bottling Company         --                       $7,026

Ecolab                             --                       $6,911

Best Bargains, Inc.                --                       $6,556

O.K. Foods, Inc.                   --                       $6,000

Garden-Fresh Foods, Inc.           --                       $5,803

American Express                   --                       $5,442

Orestis Construction Co.           --                       $5,300

Olympic Store Fixtures, Inc.       --                       $4,864

Turano Baking Company              --                       $4,637

Michigan Turkey Producers          --                       $4,086

Supreme Lobster & Seafood Co.      --                       $4,048

Stratos Foods, Inc.                --                       $3,845

Patti Blair Court Reporters        --                       $3,751

Runge Paper Company, Inc.          --                       $3,517

Mundo Development Co.              --                       $3,045

Dualtemp of Illinois, Inc.         --                       $2,998


GOE LIMA: Judge Approves Fees for Panel's Lawyers
-------------------------------------------------
Bankruptcy Judge Mary Ann Whipple directed the liquidating trustee
for GOE Lima, LLC, to pay the fees and expenses of Frost Brown
Todd LLC, the bankruptcy counsel for the Official Committee of
Unsecured Creditors, for the period from May 1, 2009, through
Sept. 15, 2010, over the objections of Jack and Cora Ann Chapman.

Judge Whipple said the Chapmans' objection is familiar and
understandable to the court.  They now have no prospect of
recovery through this case and have lost their money, yet at the
same time they see lawyers and other professionals getting paid,
quite literally, hundreds of thousands dollars with the approval
of the court.

Judge Whipple explained that, while the Court sympathizes with the
Chapmans, and is always concerned about preventing exactly that
outcome, "the issue they raise is addressed and resolved by the
statutory payment priorities that Congress has established in the
Bankruptcy Code. The Bankruptcy Code expressly allows the
sometimes considerable expenses of administering a bankruptcy
case, 11 U.S.C. Sec. 503(b), like and including lawyers' fees,
financial advisers' fees, and accountants' fees, 11 U.S.C. Sec.
330, to be paid ahead of unsecured pre-bankruptcy creditors and
investors, see 11 U.S.C. Sec. 1129(a)(9), and on an interim basis
while the case goes on, 11 U.S.C. Sec. 331, before creditors get
paid, if at all."

The policy purpose of this statutory priority for payment of fees
and expenses ahead of creditors is to encourage qualified
professionals to work on bankruptcy matters to preserve assets for
the benefit of and at a least a meaningful possibility of recovery
for creditors and investors.  Without such a priority,
realistically there would be no commercial bankruptcy system and
the real legal possibilities it offers to various dueling
constituencies at the outset of every bankruptcy case.

"After presiding over this case since its inception, the court
obviously cannot say that it ultimately helped the Chapmans. But
it can say that it is also extremely unlikely that they would have
received any recovery had there not been a bankruptcy case and its
attendant fees in the first place. So while they have not been
made better off by those fees, they likely have not been made
worse off either," Judge Whipple said.

The Final Application requests (1) allowance of attorneys' fees
($164,145.75) and reimbursement of expenses ($6,038.79) for
services rendered during the time period from May 1, 2009 though
September 15, 2010, in the total aggregate amount of $170,184.54;
(2) final approval and allowance of all fees ($317,159.00) and
expenses ($9,797.40) for all services rendered and expenses
incurred on behalf of the Committee in the total aggregate amount
of $326,956.40; and (3) authorization for payment of that portion
of the fees approved that have not already been paid on an interim
basis.

The Liquidating Trustee is authorized to pay immediately from the
Trust Administration Funds the aggregate amount of $74,290.90,
representing $68,252.11 in fees and $6,038.79 in expenses from the
Second Fee Application Period, and to pay the remaining unpaid
fees from the Second Fee Application period in the amount of
$26,000 at the discretion of the Liquidating Trustee in accordance
with the terms of the Joint Plan along with other administrative
expenses.

A copy of Judge Whipple's Feb. 15, 2011 order is available at
http://is.gd/kuM8Fmfrom Leagle.com.

                        About GOE Lima

Headquartered in Lima, Ohio, GOE Lima LLC --
http://www.go-ethanol.com/-- operated an ethanol production
facility.  The company filed for protection on Oct. 14, 2008
(Bankr. N.D. Ohio Case No. 08-35508).  Taft Stettinius & Hollister
LLP served as the Debtor's proposed bankruptcy counsel.  In its
Chapter 11 petition, the Debtor estimated assets and debts between
$100 million to $500 million.


GRAHAM PACKAGING: Names Former Smurfit-Stone CFO to Board
---------------------------------------------------------
On Feb. 7, 2011, the Board of Directors of Graham Packaging
Company Inc., the parent company of Graham Packaging Holdings
Company, elected John R. Murphy as a member of the Company's Board
of Directors and the Audit Committee effective February 7, 2011.

Mr. Murphy has served on the Board of Directors, Audit Committee
and Governance Committee of O'Reilly Automotive, Inc. since 2003.
In addition, Mr. Murphy served as Senior Vice President and Chief
Financial Officer of Smurfit-Stone Container Corporation, a
leading manufacturer of paperboard and paper-based packaging
products, from 2009 to 2010; served as President and Chief
Executive Officer of Accuride Corporation and a member of its
Board of Directors until 2008; served as Accuride's President and
Chief Operating Officer during 2007; served as President and Chief
Financial Officer during 2006, and as Executive Vice
President/Finance and Chief Financial Officer of Accuride from
1998 to 2006.  Mr. Murphy holds a Bachelor of Science in
Accounting from Pennsylvania State University and Master of
Business Administration from University of Colorado, and is a
Certified Public Accountant.

Mr. Murphy will receive compensation as a director of the Company
as described in the section "Director Compensation - Director
Compensation" of the Company's Definitive Proxy Statement on
Schedule 14A, which was filed with the Securities and Exchange
Commission on April 30, 2010.  In addition, in connection with his
election, Mr. Murphy was granted options to purchase 13,050 shares
of common stock of the Company at an exercise price equal to
$16.72 per share (the closing market price of the Company's common
stock on the New York Stock Exchange on the date of his election).

                      About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

The Company's balance sheet at Dec. 31, 2010 showed $2.81 billion
in total assets, $3.34 billion in total liabilities and
$530.72 million in deficit.

Graham Packaging carries 'B' issuer credit ratings from Standard &
Poor's.


GRAHAM PACKAGING: Reports $52.85MM Net Income for 4th Quarter
-------------------------------------------------------------
On Feb. 10, 2011, Graham Packaging Company Inc. announced results
for the quarter and full year ended Dec. 31, 2010.  The Company
reported net income of $52.85 million on $643.89 million of net
sales for the three months ended Dec. 31, 2010, compared with a
net loss of $46.65 million on $534.67 million of net sales for the
same period a year ago.

The Company also reported net income of $61.79 million on
$2.51 billion of net sales for the year ended Dec. 31, 2010,
compared with net income of $14.25 million on $2.27 billion of net
sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.81 billion
in total assets, $3.34 billion in total liabilities and
$530.72 million in deficit.

"Our fourth quarter profitability exceeded our expectations," said
CEO Mark Burgess.  "Our legacy business delivered a 6.4%
improvement in adjusted EBITDA over the prior year as a result of
operational improvements and our focus on productivity.  This
improvement occurred despite slightly lower volumes in our legacy
business, a volume decline which was anticipated due to
challenging market conditions and inventory destocking.
Additionally, we are very pleased with the great progress we have
made integrating Liquid Container, and expect to maximize our cost
synergies."

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

              http://ResearchArchives.com/t/s?7372

                      About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

Graham Packaging carries 'B' issuer credit ratings from Standard &
Poor's.


GREAT ATLANTIC & PACIFIC: Proposes to Close 32 Stores in 6 States
-----------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors seek approval from the U.S. Bankruptcy Court for the
Southern District of New York to close 32 of their stores in six
states.

The closings include 17 stores in New Jersey, nine in New York,
three in Pennsylvania and one each in Delaware, Maryland and
Connecticut.  The Debtors intend to close the stores by April 15,
2011, and vacate them by April 30, 2011.

A list of these 32 stores is available without charge
at http://bankrupt.com/misc/A&P_32ClosedStores.pdf

"To mitigate the ongoing negative EBITDA and cash flow impact of
these stores, the Debtors intend to close their irreversibly
unprofitable stores as soon as possible," says the Debtors'
lawyer, Paul Basta, Esq., at Kirkland & Ellis LLP, in New York.

The closure of the 32 stores will generate about $24 million in
annual EBITDA improvement, according to Mr. Basta.

A&P President and Chief Executive Officer Sam Martin says the
closures are part of the Debtors' restructuring and ongoing
review of their store footprint.

"While this was a very difficult decision that will unfortunately
impact some of our customers, partners, communities and
employees, these actions are absolutely necessary as we work to
strengthen A&P's operating foundation and improve our
performance," Mr. Martin says in an official statement.

The number of A&P's stores will be down to about 360 after the
closings, according to a report by Bloomberg News.

In connection with the closures, the Debtors will implement what
they call "store rationalization procedures," under which they
will have the authority to liquidate the stores' remaining
inventory, furniture and fixtures.  A copy of the document
detailing the proposed procedures is available without charge
at http://bankrupt.com/misc/A&P_StoreRationalizationProcess.pdf

                Lease Assumption and Rejection

With assistance from Hilco Real Estate Advisor LLC, the Debtors
will evaluate their unexpired leases to determine whether to
market them to potential buyers or to reject them.

In connection with this, the Debtors seek court approval to
implement a process for the expedited rejection or assumption and
assignment of unexpired leases associated with the stores to be
closed.

The proposed process for lease rejection requires the Debtors to
file a notice, which identifies the leases to be rejected, the
proposed effective date of the rejection, and the deadlines and
procedures for filing objections to the notice.

Any person opposing the rejection is given at least 10 days after
service of the notice to file and serve a written objection.  In
case there is no objection, the Debtors may submit a proposed
order, together with a statement confirming the absence of any
timely objections.

If an objection is timely filed and not withdrawn or resolved,
the Debtors will file a notice for a hearing on the objection at
the next scheduled omnibus hearing at least 10 days after the
objection deadline, unless they agree to an earlier hearing.  The
lease will be deemed rejected if the objection is overruled or
withdrawn.

Meanwhile, under the proposed process for the assumption and
assignment of leases which the Debtors receive bids on, the
Debtors are required to file and serve a notice which identifies
the purchased leases to be assumed and assigned, the proposed
effective date, and the proposed cure amount, among other things.

Any person opposing the lease assumption and assignment,
including the proposed cure amount is given at least 10 days
after service of the notice to file and serve a written
objection.

If an objection is not timely filed, the proposed cure amount
will be binding upon the non-debtor party to the purchased lease
and will constitute a final determination of the assumption; and
the effective date of the assumption will be as set forth in the
notice or such other date to which the Debtors and the
counterparty to the purchased lease have agreed.  The Debtors
will be required to submit a proposed order to the Court granting
the unopposed requested relief, together with a statement that
there are no timely objections filed.

If an objection is timely filed and not withdrawn or resolved,
the Debtors will file a notice for a hearing on the objection at
the next scheduled omnibus hearing, which is at least 10 days
after the objection deadline unless the Debtors agree to an
earlier hearing.  The lease will be assumed if the objection is
overruled or withdrawn.

                     Liquidation Consultant

In connection with the store closures, the Debtors also seek
court approval to enter into an agreement with a liquidation
consultant, which will assist them with the store closures.

The Debtors have already begun a "request-for-proposal process"
to select a liquidation consultant.  They have already
distributed a term sheet upon which proposals would be submitted
to three liquidation firms.

In general, the term sheet provides that the liquidation
consultant will advise the Debtors with respect to the sale of
their inventory as well as furniture, fixtures and equipment at
the 32 stores.

Specifically, the liquidation consultant will, among other
things, provide the Debtors with qualified supervisors as
independent contractors to oversee the management of the stores
to be closed; determine the appropriate pricing of the assets,
staffing levels for the stores and advertising of the store
closures; coordinate accounting functions for those stores; and
dispose of any unsold assets.

The liquidation consultant may also sell the furniture, fixtures
and equipment at the direction of the Debtors, and will receive a
commission equal to a percentage of the gross receipts from all
sales or other dispositions of the FF&E.  The liquidation
consultant will not directly sell the inventory but rather will
earn a fee equal to a percentage of the gross sale proceeds
related to the inventory.

In addition, the Debtors will reimburse the liquidation
consultant for any expenses incurred in connection with the sale
or disposition of the assets.

The Court will hold a hearing on March 8, 2011, to consider
approval of the Debtors' request.  The deadline for filing
objections is March 1, 2011.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White
Plains.

As of September 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREAT ATLANTIC & PACIFIC: FTI Hiring Approved on Interim
--------------------------------------------------------
The Bankruptcy Court issued an interim order authorizing the
Official Committee of Unsecured Creditors for The Great Atlantic &
Pacific Tea Company Inc. to retain FTI Consulting Inc. as its
financial advisor.

The order approved FTI Consulting's monthly fixed fee and
$2.5 million completion fee, and reimbursement of its expenses.
FTI Consulting's monthly fixed fee, however, will be reduced
to $112,500 for the 19th month of its employment and for the
succeeding months.  Meanwhile, the completion fee will be payable
only in connection with the confirmation of the Debtors' Chapter
11 plan.

The Court will hold a hearing on March 8, 2011, to consider final
approval of FTI's employment.  The deadline for filing objections
is March 3, 2011.

In further support of its application to employ FTI, the
Creditors Committee filed an affidavit disclosing the names of
recent and former clients of FTI.

Samuel Star, FTI Consulting's senior managing director, says that
the firm has not provided consulting services to those clients
adverse to the rights of the Creditors Committee and that FTI's
involvement in the Debtors' bankruptcy cases does not compromise
its ability to continue those services.  He assures the Court
that FTI remains a "disinterested person" as that term is defined
under Section 101(14) of the Bankruptcy Code.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White
Plains.

As of September 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREAT ATLANTIC & PACIFIC: Wins Injunction of OfficeMax Lawsuit
--------------------------------------------------------------
Judge Robert Drain granted a motion by The Great Atlantic &
Pacific Tea Company Inc. to halt a pending lawsuit filed by
OfficeMax Incorporated against the company and three senior
executives.

In an order dated February 9, 2011, Judge Drain enjoined parties
to the OfficeMax lawsuit from prosecuting, defending or otherwise
litigating the lawsuit until the earlier of August 2, 2011, or
entry of an order confirming A&P's Chapter 11 plan of
reorganization or liquidation.

During the initial injunction period, A&P and its senior
executives are prohibited from recruiting any OfficeMax employee
who holds a top position to serve or work for the company and its
affiliated debtors.

All claims and defenses in the OfficeMax lawsuit are preserved
and retained including OfficeMax's claim for damages and the
rights of A&P and its senior executives to file counterclaims,
according to the February 9 order.

A&P's complaint against OfficeMax is continued for status to
June 14, 2011.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White
Plains.

As of September 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GREAT ATLANTIC & PACIFIC: Wins OK to Reject GHI Agreement
---------------------------------------------------------
The Bankruptcy Court issued an order approving The Great Atlantic
& Pacific Tea Company Inc. and its debtor-affiliates' rejection of
its trucking agreement with Grocery Haulers Inc., effective
Feb. 6, 2011.

In an order dated Feb. 4, 2011, Judge Robert Drain required
the Debtors to consult with the Official Committee of Unsecured
Creditors in connection with the rejection of the contract.

Judge Drain also ordered the Debtors to provide the Creditors
Committee's professionals with the proposals they will receive
from potential suppliers as well as advance notice of the
rejection before they execute a new contract to replace the
trucking agreement or make a determination to not to reject the
agreement.

GHI filed an appeal from the order as well as a motion to grant a
stay pending determination of its appeal.  The stay motion was
denied by the Court on February 7, 2011.

GHI argued in its motion that it has a "substantial possibility
of success" on its appeal, pointing out that it was denied the
right to present its own evidence challenging the Debtors'
business decision to reject the trucking agreement.

In response, the Debtors argued that the motion merely rehashes
the arguments that GHI made at the hearing on the proposed
rejection of the trucking agreement, which were not accepted by
the Court.  The Debtors also argued that a stay on the February 4
order would harm their supply chain and business operations.

                    GHI Takes Appeal from Order

Grocery Haulers Inc. notified the U.S. Bankruptcy Court for the
Southern District of New York that it will take an appeal from
Judge Robert Drain's February 4, 2011 order allowing the Debtors
to reject their trucking agreement with Grocery Haulers.

                            About A&P

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific (A&P) is a leading supermarket retailer, operating under a
variety of well-known trade names, or "banners" across the mid-
Atlantic and Northeastern United States.  It operates 395
supermarkets, combination food and drug stores, beer, wine, and
liquor stores, and limited assortment food stores in Connecticut,
Delaware, Massachusetts, Maryland, New Jersey, New York,
Pennsylvania, Virginia, and the District of Columbia.  "Banners"
include A&P (101 stores), Food Basics (12 stores), Pathmark (128
stores), Super Fresh (57 stores), The Food Emporium (16 stores),
and Waldbaum's (59 stores).

A&P employs roughly 41,000 employees, including roughly 28,000
part-time employees.  Roughly 95% of the workforce are covered by
collective bargaining agreements.

The Great Atlantic & Pacific Tea Company, Inc., and its affiliates
filed petitions under Chapter 11 of the U.S. Bankruptcy Code on
December 12, 2010 (Bankr. S.D.N.Y. Case No. 10-24549) in White
Plains.

As of Sept. 11, 2010, the Debtors reported total assets of
$2.5 billion and liabilities of $3.2 billion.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

Bankruptcy Creditors' Service, Inc., publishes ATLANTIC & PACIFIC
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by A&P and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


GULFSTREAM CRANE: Wants Until Feb. 25 to Decide on Policies
-----------------------------------------------------------
Gulfstream Crane LLC asks the U.S. Bankruptcy Court for the
Southern District of Florida to extend the time to assume or
reject executory contracts relating to insurance policies until
Feb. 25, 2011.

The Debtor maintains insurance policies, which include insurance
to protect the collateral of the secured lenders, worker's
compensation insurance, and other related policies that were
necessary in the ordinary course of the Debtor's operations.

While the plan filed by the Debtor does not contemplate continued
operations for the Debtor, it believes a brief extension of time
of ten days to assume or reject executory contracts relating to
the insurance policies is appropriate under the circumstances
while the transition of business from the Debtor to Allegiance
Crane & Equipment, LLC is completed.

                      About Gulfstream Crane

Pompano Beach, Florida-based Gulfstream Crane, LLC -- dba General
Crane -- is engaged primarily in the business of supplying and
renting crane, hoist and rigging equipment.  The Company operates
and maintains facilities in Florida, Georgia and Texas.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Fla. Case No. 09-37091) on Dec. 8, 2009.  Michael D. Seese,
Esq., who has an office in Fort Lauderdale, Florida, assists the
Debtor in its restructuring effort.  The Company estimated its
assets and debts at $50 million to $100 million.


HARRISBURG PA: Consultant Says Firm Will Face Cash Crunch in March
------------------------------------------------------------------
Dow Jones' DBR Small Cap reports that spending in Harrisburg, the
cash-strapped capital of Pennsylvania, will outpace revenue as
early as March, just as the city faces $5.325 million in general
obligation debt payments, according to a consultant hired by state
officials to help the city with its fiscal crisis.

According to DBR, the city nearly missed a $3.3 million payment on
the same debt in September but ultimately made it thanks to the
state officials expediting funds slated for later in the year.
The report relates that in a letter emailed to city officials
Tuesday, Julia Novak of the Novak Consulting Group recommended the
city freeze hiring and discretionary spending, restrict overtime,
limit capital spending and review grants in order to conserve
cash.

"Only expenditures that are essential to the health, safety and
welfare of city residents should be approved," Novak wrote, the
report relates.  A spokeswoman for Mayor Linda Thompson said she
may release a statement later Wednesday about the matter.  For the
last few months of 2010, city officials struggled to make payroll,
DBR discloses.

                 About Harrisburg, Pennsylvania

The city of Harrisburg is coping with debt related to a failed
revamp of an incinerator.  The outstanding principal on the
Incinerator debt is $288 million.  Total principal and interest on
this debt would amount to approximately $458 million.  Debt
service payments on the total incinerator debt are $20 million per
year.  Of this total, Dauphin County, Pennsylvania, is responsible
for roughly $10 million and Harrisburg is responsible for the
other $10 million.   The city is guarantor on 100% of the
$288 million Incinerator debt.

The City Council of Harrisburg, Pennsylvania, voted 5-2 on
September 28, 2010, to seek professional advice on bankruptcy or
State oversight.  Harrisburg needed state aid to avoid default on
$3.3 million of bond payments this month.

The city has missed about $8 million in debt-service payments this
year on bonds issued in connection with a trash-to-energy
incinerator.  The city owes another $40 million by the end of the
year, and was sued by its home county Dauphin County; bond insurer
Assured Guaranty Municipal Corp., a unit of Assured Guaranty Ltd.;
and bond trustees TD Bank and M&T Bank Corp. over $19 million in
skipped bond payments.

In November 2010, the city council tapped Cravath, Swaine and
Moore LLP as debt restructuring advisors.  Cravath is working on
"pro bono" basis.


HAYES AVENUE: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hayes Avenue Development Company, LLC
        P.O. Box 2255
        Sandusky, OH 44871

Bankruptcy Case No.: 11-30615

Chapter 11 Petition Date: February 15, 2011

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Jonathan P Blakely, Esq.
                  WESTON HURD, LLP
                  The Tower at Erieview
                  1301 East 9th Street, Suite 1900
                  Cleveland, OH 44114-1862
                  Tel: (216) 687-3311
                  Fax: (216) 621-8369
                  E-mail: jblakely@westonhurd.com

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

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

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ohnb11-30615.pdf

The petition was signed by Joseph F. Yost, III, managing member.


HCA HOLDINGS: Reclassifies $114 Million to Financing Activities
---------------------------------------------------------------
On Feb. 3, 2011, HCA Holdings, Inc. issued a press release
announcing, among other things, its financial results for the
quarter and year ended December 31, 2010, which was filed on Form
8-K on Feb. 3.  The press release included HCA Holdings, Inc.'s
Condensed Consolidated Statements of Cash Flows for the years
ended Dec. 31, 2010 and 2009.

The Company has amended the Form 8-K to reflect a reclassification
of a $114 million income tax benefit amount from a component of
cash flows from operating activities to a component of cash flows
from financing activities in the Condensed Consolidated Statements
of Cash Flows for the year ended Dec. 31, 2010.  The $114 million
income tax benefit amount relates primarily to distributions to
holders of the Company's stock options that were deductible
expenses for tax purposes, but were recognized as adjustments to
stockholders' deficit for financial reporting purposes.  After
this reclassification, the Company's net cash provided by
operating activities for the fourth quarter of 2010 totaled
$534 million compared to $432 million in the fourth quarter for
2009 and for the year ended Dec. 31, 2010 totaled $3.085 billion
compared to $2.747 billion for the year ended Dec. 31, 2009.

A copy of the Corrected Press Release is available for free at:

              http://ResearchArchives.com/t/s?7375

                           About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of September 30, 2010.  For the twelve months
ended September 30, 2010, the company recognized revenue in excess
of $30 billion.

The Company's balance sheet at Dec. 31, 2010, showed
$23.85 billion in total assets, $34.50 billion in total
liabilities and $10.79 billion in total deficit.

                           *     *     *

In November 2010, Moody's Investors Service confirmed the existing
ratings of HCA, including the 'B2' Corporate Family and
Probability of Default Ratings.  Moody's assigned a Caa1 (LGD6,
96%) rating to HCA, Inc.'s proposed offering of $1,525 million of
senior unsecured notes due 2021 to be issued at a parent holding
company.

HCA's 'B2' Corporate Family Rating anticipates that the company
will continue to operate with significant leverage.  Pro forma for
the proposed debt financed distribution Moody's estimate that
adjusted leverage would have been 5.2 times at September 30, 2010.
Furthermore, the company has large maturities in 2012 and 2013
that will likely need to be refinanced in the capital markets.
However, the rating acknowledges the company's progress in
systematically extending its maturity profile.  Finally, the
rating reflects HCA's solid EBITDA growth, which has benefited the
credit metrics and demonstrated the company's ability to weather
industry pressures.


HDT WORLDWIDE: Moody's Withdraws Ratings as Offering Scrapped
-------------------------------------------------------------
Moody's Investors Service has withdrawn HDT Worldwide, LLC's B3
Corporate Family Rating and Probability of Default Ratings as well
as the B1 rating that had been assigned to the previously proposed
$325 million senior secured bank facilities and the Caa2 rating
that had been assigned to the previously proposed $225 million
senior unsecured notes issue.

The withdrawal is due to HDT's decision to cancel the previously
proposed debt offering at this time.  As a result, Moody's will
maintain the B2 CFR, B2 PDR, B1 first lien debt and Caa1 second
lien debt ratings at Hunter Defense Technologies, Inc., the
wholly-owned subsidiary of HDT.

These ratings were withdrawn:

HDT Worldwide, LLC

* Corporate Family Rating, B3

* Probability of Default Rating, B3

* B1 (LGD-2, 27%) to the previously proposed $ 50 million
  revolving credit facility due 2015,

* B1 (LGD-2, 27%) to the previously proposed $ 275 million term
  loan due 2016, and

* Caa2 (LGD-5, 81%) to the previously proposed $225 million senior
  unsecured notes due 2017.

The last rating action for HDT Worldwide,LLC was on December 10,
2010, when Moody's assigned ratings to HDT and the previously
proposed debt offering.

HDT Worldwide, LLC, headquartered in Solon, OH, is a global
manufacturing and technology company providing mobile military
solutions.  HDT's Surface Mobility Systems segment provides
tactical shelters, chemical, biological, radiological, nuclear
filters and collective protective systems, and mobile power and
temperature control equipment for the U.S. and international
militaries and government agencies.  HDT's Aerial Systems segment
provides parachutes and aerial delivery systems.  The company is
largely owned by affiliates of Metalmark Capital LLC.  Annual pro
forma revenues approximate $486 million.


HH-SCA, LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: HH-SCA, LLC
        1606 Juanita Lane, Suite A
        Belvedere, CA 94920

Bankruptcy Case No.: 11-10516

Chapter 11 Petition Date: February 15, 2011

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

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael H. Lewis, Esq.
                  LAW OFFICES OF MICHAEL H. LEWIS
                  25 Kearny Street, #302
                  San Francisco, CA 94108
                  Tel: (415) 296-1460
                  E-mail: mh_lewis@pacbell.net

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 Charlie Oewel, member and secretary.


HK STORAGE: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: HK Storage, LLC
          dba Allsafe Mini Storage
        4529 San Lorenzo Boulevard
        Jacksonville, FL 32224

Bankruptcy Case No.: 11-00912

Chapter 11 Petition Date: February 15, 2011

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

Judge: Jerry A. Funk

Debtor's Counsel: Jason A. Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  2350 Park Street
                  Jacksonville, FL 32204
                  Tel: (904) 521-9868
                  E-mail: jason@jasonaburgess.com

Scheduled Assets: $908,594

Scheduled Debts: $1,336,762

A list of the Company's six largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb11-00912.pdf

The petition was signed by Robert Hetsler, MGRM.


HOVNANIAN ENTERPRISES: Inks Underwriting Pact for $155MM Offering
-----------------------------------------------------------------
On Feb. 3, 2011, Hovnanian Enterprises, Inc., K. Hovnanian
Enterprises, Inc., the Company's wholly-owned subsidiary, and the
subsidiary guarantors named therein entered into an underwriting
agreement with Credit Suisse Securities (USA) LLC, Citigroup
Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan
Securities LLC, related to a public offering of $155,000,000
aggregate principal amount of 11 7/8% Senior Notes due 2015 which
are guaranteed by the Company and substantially all of its
subsidiaries.

On Feb. 3, 2011, the Company also entered into an underwriting
agreement with J.P. Morgan Securities LLC, Credit Suisse
Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Citigroup Global Markets Inc., and the other
several underwriters named therein, related to a public offering
of 11,750,000 shares of Class A Common Stock, par value $0.01 per
share, of the Company at a price of $4.30 per share.  Pursuant to
the terms of the Common Stock Underwriting Agreement, the Company
granted the underwriters an option to purchase up to 1,762,500
additional shares to cover over-allotments, if any.

Additionally, on Feb. 3, 2011, the Company, K. Hovnanian and the
subsidiary guarantors named therein entered into an underwriting
agreement with Credit Suisse Securities (USA) LLC, Citigroup
Global Markets Inc. and J.P. Morgan Securities LLC, and the other
several underwriters named therein related to a public offering of
3,000,000 7.25% Tangible Equity Units, each with a stated amount
of $25.  Pursuant to the terms of the Units Underwriting
Agreement, the Company and K. Hovnanian granted the Units
Underwriters an option to purchase up to 450,000 additional Units
to cover over-allotments, if any.

The sale of the Senior Notes, the Shares and the Units is being
made pursuant to the Company's, K. Hovnanian's and the subsidiary
guarantors' Registration Statement on Form S-3 and the prospectus
supplements, dated February 3, 2011, to the prospectus contained
therein dated January 28, 2011.

Full-text copies of the Underwriting Agreements are available for
free at:

              http://ResearchArchives.com/t/s?7365
              http://ResearchArchives.com/t/s?7366
              http://ResearchArchives.com/t/s?7367

                   About Hovnanian Enterprises

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

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

                           *     *     *

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

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

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

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


HUGHES NETWORK: EchoStar Deal Won't Affect Moody's 'B1' Ratings
---------------------------------------------------------------
Moody's Investors Service said Hughes Network Systems, LLC's
ratings, including its B1 Corporate Family Rating and B1
Probability of Default Rating, are unaffected by the February 14th
announcement that EchoStar Corporation will acquire HNS' parent
company, Hughes Communications, Inc., in a transaction valued at
approximately $2 billion, inclusive of debt which is expected to
be refinanced.

Moody's most recent rating action concerning HNS was taken on
June 24, 2010, at which time the company's B1 senior unsecured
debt ratings were affirmed and its speculative grade liquidity
rating was downgraded to SGL-3 from SGL-2.

Headquartered in Germantown, Maryland, Hughes Network Systems,
LLC, is a global provider of broadband satellite networks and
services to the VSAT enterprise market and the largest satellite
based Internet access provider to the North American consumer
market.


INFINITY ENERGY: Enters Into Forbearance Deal With Amegy Bank
-------------------------------------------------------------
Infinity Energy Resources, Inc. has secured $1,050,000 in
additional financing and entered into a Forbearance Agreement
dated Feb. 16, 2011 with Amegy Bank, N.A. under the Loan
Agreement, dated Jan. 9, 2007, as amended and supplemented.  The
Company also announced that it will host an investor conference
call to discuss recent developments at 11:15 a.m. EST on
Wednesday, Feb. 23, 2011.

"We are very pleased that Amegy Bank has continued to support and
work with us as we move forward in the exploration and development
of our oil and gas concessions offshore Nicaragua," stated Stanton
E. Ross, Chief Executive Officer of Infinity Energy Resources,
Inc.  "Amegy has agreed to provide an additional $1,050,000 in
funding and has entered into a new Forbearance Agreement with the
Company.  Some of the funds have already been advanced by the bank
to fund our project in Nicaragua, and the balance of over $575,000
will be called upon as necessary, primarily to support our
Nicaraguan activities.  My confidence and optimism regarding the
potential of our offshore exploration activities in Nicaragua are
evident in my agreement to personally guarantee approximately
$500,000 of the new loan amount."

"A portion of the loan proceeds will be used to complete the
filings with the Securities and Exchange Commission, including
audited financials, necessary for Infinity to regain its status as
a fully-reporting company.  This will be followed by an
application to re-list IFNY shares on the OTC Bulletin Board."

"With the additional funding, we should be able to complete and
file the Environmental Impact Study with government officials in
Nicaragua," continued Ross.  "Subsequent approval of the EIS will
allow us to move forward with our plans for a 3-D seismic mapping
program of our offshore concessions, which cover approximately 1.4
million acres and are located in relatively shallow waters in the
Caribbean Sea offshore Nicaragua. Our blocks are adjacent to, and
to the west of, two offshore exploration blocks held by Noble
Energy, Inc.  During its recent fourth quarter investor conference
call, Noble announced the completion of a recent 3-D seismic
mapping program on its Nicaraguan blocks."

"Our consultants' analysis of 2-D seismic data has identified four
prospects covering a total of over 547 square miles on our Tyra
and Perlas blocks," continued Ross.  "We believe that the
potential oil resources present in the Eocene geologic zone alone
could approach ten billion barrels, based upon certain assumptions
involving porosity, saturation, recovery and other parameters.
While the 2-D seismic data does not allow us to identify or
evaluate prospects in the deeper Cretaceous zone, we continue to
believe that Cretaceous, as well as Eocene, hydrocarbons should be
present within Infinity's concessions."

"Our consultants' estimates of hydrocarbon potential are based
upon their preliminary conclusions and are subject to further
analysis, additional seismic data and interpretation, and various
assumptions that cannot be confirmed or disproved until the
prospects are drilled.  However, we believe their report supports
our long-held belief that Infinity's concessions have the
potential for multiple world-class oil discoveries," concluded
Ross.

In connection with the new loan, Infinity granted Amegy a warrant
to purchase 931,561 shares of IFNY common stock at an exercise
price of $5.01 per share during a ten-year period following the
issuance of the warrant.

The Forbearance Agreement, along with an amendment to Infinity's
Revolving Note with Amegy, extends the maturity of the Revolving
Note and grants a forbearance period until December 31, 2011.
Under the Agreement, so long as there are no further defaults
Amegy agrees not to exercise any remedies under the Loan
Agreement, the Revolving Note and related loan documents, and to
waive the existing defaults for the forbearance period.

                      Conference Call Information

Infinity Energy Resources will host an investor conference call at
11:15 a.m. Eastern Time (EST) on Wednesday, Feb. 23, 2011, to
discuss recent developments at the Company.

Shareholders and interested parties may participate in the
conference call by dialing 877-317-6789 (international and local
participants dial 412-317-6789) a few minutes before 11:15 a.m.
EST on February 23, 2011 and asking to be connected to the
"Infinity Energy Resources Conference Call".  A replay of the
conference call will be available one hour after completion of the
call until Monday, April 25, 2011 at 5:00 pm EST by dialing 877-
344-7529 (international/local participants dial 412-317-0088) and
entering conference I.D. # 448668.  The call will also be
available on the Company's website for 30 days following the call
at www.ifnyoil.com.

                     About Infinity Energy

Headquartered in Denver, Infinity Energy Resources Inc. (Pink
Sheets: IFNY.PK) is an independent energy company engaged in the
exploration, development and production of natural gas and oil in
Texas and the Rocky Mountain region of the United States.  The
company also has oil and gas concessions covering 1.4 million
acres offshore Nicaragua in the Caribbean Sea.


INTELLIGRATED INC: S&P Raises Rating to $155 Mil. Loan to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
preliminary issue-level rating on Intelligrated Inc.'s proposed
$155 million senior secured credit facilities to 'B+' (one notch
above the preliminary corporate credit rating, which remains
unchanged at 'B') from 'B' and revised the preliminary recovery
rating to '2', indicating S&P's expectation of a substantial
recovery (70%-90%) recovery in a default scenario, from '3', which
indicates its expectations of a meaningful (50%-70%) recovery in
such a scenario.  The proposed facilities include a $30 million,
five-year revolving credit facility and a $125 million, six-year
term loan.

"The revised preliminary issue-level rating reflects the reduction
in Intelligrated's proposed new credit facilities to $155 million
from $175 million," said Standard & Poor's credit analyst Peter
Kelly.  "In S&P's opinion, the recovery prospects are improved
from the previous structure, driven by higher amortization levels
and lower debt.  The company plans to use the proceeds from the
debt issuance to fund a dividend and refinance existing debt."

The preliminary ratings on Intelligrated primarily reflect its
highly leveraged financial risk profile and weak business risk
profile, characterized by historically weak profitability, limited
product diversity, and significant customer concentration.  These
factors have contributed to historical EBIDTA margins in the mid-
to high-single-digit area.  However, S&P expects the company to
achieve some benefit from recent restructuring activities and
acquisition synergies, which should enable it to achieve a margin
near 10% and, in turn, maintain metrics commensurate with the
rating.

The outlook is stable.  "The ratings incorporate S&P's expectation
of modest revenue growth coupled with expected synergies to be
realized over the year as the economy grows," Mr. Kelly continued.
"S&P could lower the ratings if subpar operating performance,
limited headroom under its financial covenants, higher-than-
expected cash outflows, and/or additional debt-financed activities
adversely affect liquidity or result in significant deterioration
of credit measures, for example, if adjusted debt to EBITDA was
well above 6x for an extended period.  On the other hand, if
Intelligrated's business remains healthy, develops an operating
track record at a higher level of performance, and if its
liquidity and financial policy support a higher rating, S&P could
over time consider a one-notch upgrade."


INTERCONTINENTAL BOSTON: Seen to Default on Mezzanine Loan
----------------------------------------------------------
Craig M. Douglas, Real Estate Editor for The Boston Business
Journal, reports that the InterContinental Boston, burdened by a
near $200 million debt load, is performing "significantly below
expectations" and is expected to default on a sizable mezzanine
loan in the near term, according recent financial filings.

Mr. Douglas relates that on Feb. 11, Fitch Ratings downgraded
three classes of Newcastle CDO VIII, a collateralized debt pool
that includes an $18.5 million mezzanine loan secured by the
InterContinental.  The hotel's loan, which totaled $45 million at
issuance in 2006, is subordinate to another $175 million mortgage
balance extended that same year by a unit of Deutsche Bank,
according to servicer and regulatory filings.

According to Fitch, the NewCastle CDO contains only one mezzanine
loan, and it is backed by a 424-room full service hotel in Boston.
The ratings firm did not identify the hotel in question.

However, the same NewCastle CDO also received multiple downgrades
in a recent Moody's Investors Service report.  Mr. Douglas says a
Moody's spokesman confirmed this week that the portfolio's sole
mezzanine loan is in fact the $18.5 million balance secured by the
InterContinental.

In its report, Fitch said the hotel has performed below
expectations since the loan was issued.  In reference to the
$18.5 million mezzanine loan, Fitch said it modeled a term default
and full loss for investors in the Newcastle CDO.

According to Mr. Douglas, Gary Barnett, the chief executive and
founder of Extell Development Co., the InterContinental's New
York-based owner, said the mezzanine loan "is performing and
paying interest."  Asked to comment on the hotel's performance and
Fitch's analysis, Mr. Barnett said, "I have no reaction to that.
They can write what they want. . . .  I think the hotel is a
beautiful hotel.

"As to its financial expectations . . . I think the hotel
industry's come through a rough patch and I'm confident things
will continue to get better," Mr. Barnett said.


INTERSTATE BAKERIES: Dist. Ct. Affirms Ruling on Deckard Claim
--------------------------------------------------------------
District Judge Nanette K. Laughrey affirmed the bankruptcy court's
ruling on the claims filed by Sean Deckard, a former employee,
against Interstate Bakeries Corporation, now known as Hostess
Brands, Inc.  Mr. Deckard's claim that Hostess failed to give him
the statutorily required notices concerning his health insurance
coverage rights, both when he initially became a participant in
the company's Welfare Benefit Plan and when his employment was
terminated.  Mr. Deckard's claims are based on the notice
requirements established by the Consolidated Omnibus Budget
Reconciliation Act of 1985, which amended and became part of the
Employee Retirement Income Security Act of 1974.  29 U.S.C.
Sections 1161-69.

On Sept. 23, 2010, Bankruptcy Judge Jerry W. Venters denied Mr.
Deckard's motion for summary judgment in its entirety and granted
in part Hostess's motion for summary judgment, declining only to:
(1) award Hostess its costs and attorney fees, (2) declare that no
qualifying event occurred or that Hostess did not violate ERISA,
and (3) determine Deckard's administrative expense priority, which
was unnecessary in light of the other rulings.

On Oct. 15, 2009, District Court Judge Scott O. Wright denied Mr.
Deckard's motion to withdraw the reference to the bankruptcy
court.  Mr. Deckard had argued that under 28 U.S.C. Sec. 157(d)
his case should be withdrawn because resolution of the proceeding
required consideration of both Title 11 and other laws of the
United States regulating organizations or activities affecting
interstate commerce -- namely, ERISA and COBRA.

The case is Sean Deckard, v. Interstate Bakeries Corp., n/k/a
Hostess Brands, Inc., and J. Randall Vance, Case No. 10-cv-990
(W.D. Mo.).  A copy of the District Court's Feb. 14, 2011 order is
available at http://is.gd/8sKCTofrom Leagle.com.


ISABELA BEACH: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Isabela Beach Court, Inc.
        1645 Calle Adams
        Summit Hills
        San Juan, PR 00922

Bankruptcy Case No.: 11-01167

Chapter 11 Petition Date: February 16, 2011

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  C. CONDE & ASSOCIATES
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  E-mail: notices@condelaw.com

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

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

A list of the Company's four largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb11-01167.pdf

The petition was signed by Federico Rodriguez Binet, president.


JERSEY ISLAND: Court Dismisses Chapter 11 Bankruptcy Case
---------------------------------------------------------
The Hon. Wendelin I. Lipp of the U.S. Bankruptcy Court for the
District of Maryland dismissed the Chapter 11 case of Jersey
Island Owner LLC.

As reported in the Troubled Company Reporter on Dec. 28, 2010,
secured creditor Wells Fargo Bank, N.A., asked the Court to
Enter an order dismissing the Debtor's case or converting it to
one under Chapter 7 of the Bankruptcy Code because:

   -- the Debtor is administratively insolvent;

   -- the Debtor made no progress towards reorganization; and

   -- there is no indication that the Debtor will be able
      to formulate a plan of reorganization with a reasonable
      likelihood of being confirmed.

As of the Petition Date, the Debtor owed Wells Fargo $3,860,505,
plus costs and legal expenses, pursuant to note, loan agreement,
guaranty and attendant documents.

                    About Jersey Island Owner

Rockville, Maryland-based Jersey Island Owner, LLC, owns certain
real estate and improvements thereon located on the Chesapeake Bay
in the City of Crisfield, Somerset County, Maryland.  The Company
filed for Chapter 11 protection on June 9, 2010 (Bankr. D. Md.
Case No. 10-22970).  Bradford F. Englander, Esq., at Whiteford
Taylor & Preston, L.L.P., represents the Debtor.  The Company
estimated assets and debts at $10 million to $50 million.


JEWISH HOME: Still Finalizing Deal with Buyer
---------------------------------------------
Paul Bass at the New Haven Independent reports that Jewish Home
for the Aged Inc. sought Chapter 11 protection as it continues
trying to finalize a deal with a buyer in order to stay open.

According to the report, since August it has been negotiating with
an Illinois-based nursing home owner to buy the facility and keep
it open.

The state Department of Social Services has agreed to advance the
home money to pay bills for four months to keep it open while
negotiations continue, according to The Jewish Home's president.

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.

As reported in the Feb. 16, 2011 edition of the Troubled Company
Reporter, JHA intends to continue operations while in Chapter 11.

According to the New Haven Independent, chief bankruptcy judge
Lorraine Murphy Weill granted a request to authorize the home to
continue paying salaries and health benefits during the bankruptcy
process.

Jewish Home President Beth Goldstein, the New Haven relates, said
creditors currently have about $9 million of liens on the
property.  The home has been bleeding money for years and facing
closure, like other New Haven nursing homes that rely heavily on
Medicaid reimbursements.  The home reported losing $845,000 in
2009, $830,000 in 2008, and $953,000 in 2007.

The Chapter 11 filing included 27 pages listing creditors.  Some
of the bigger creditors include Select Rehabilitation of
Northfield, Ill., $381,163; Omnicare of Connecticut, $232,979;
Medline Industries of Pittsburgh, $172,956; Simplex Financial
Services of Chicago, $160,623; and Murtha, Cullina, Richter of
Hartford, $128,134.  The list also includes $87,984 in outstanding
debt to the Hartford-based law firm Siegel, O'Connor, O'Donnell &
Beck.

Stephen M. Kindseth, Esq., at Zeisler & Zeisler, in
Bridgeport, Connecticut, serves as counsel to the Debtor.


JOSEPH P HAYES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Joseph P. Hayes Theatre, Inc.
          dba Surflight Theatre
        Engleside and Beach Avenue
        Beach Haven, NJ 08008

Bankruptcy Case No.: 11-14224

Chapter 11 Petition Date: February 15, 2011

Court: U.S. Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Jerrold N. Poslusny, Jr., Esq.
                  COZEN O'CONNOR
                  LibertyView, Suite 300
                  457 Haddonfield Road
                  Cherry Hill, NJ 08002
                  Tel: (856) 910-5000
                  E-mail: jposlusny@cozen.com

Estimated Assets: $50,001 to $100,000

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/njb11-14224.pdf

The petition was signed by Lance Wimmer, president of the board of
trustees.


JUNIPER GROUP: Has No Plan to Effectuate a Reverse Stock Split
--------------------------------------------------------------
In August 2010 Juniper Group, Inc., filed a Definitive Form 14-C
with the Securities and Exchange Commission wherein the Company
disclosed that it had obtained shareholder approval to effectuate
a reverse stock split of the issued and outstanding shares of
common stock on a basis of up to 1 for 300.  At this time the
Company has no intention of effectuating the Stock Split.

                        About Juniper Group

Boca Raton, Fla.-based Juniper Group, Inc., is a holding company.
The Company was incorporated in the State of Nevada in 1997 and
conducts its business through indirect wholly-owned subsidiaries.

The Company's wireless infrastructure services operating
subsidiaries primarily focus their activities in the Eastern and
Central United States.  The Company's intention is to be able to
support the increased demand in the deployment of wireless
infrastructure services with leading wireless telecommunication
companies in providing them with maintenance and upgrading of
wireless telecommunication network sites, site acquisitions, site
surveys, co-location facilitation, tower construction and antenna
installation to tower system integration, hardware and software
installations.

The Company's balance sheet at Sept. 30, 2010, showed $1,083,429
in total assets, $29,323,950 in total liabilities, and a
stockholders' deficit of $28,240,521.

As reported by the Troubled Company Reporter on December 28, 2010,
Liebman Goldberg & Hymowitz, LLP, in Garden City, New York,
expressed substantial doubt about Juniper Group, Inc.'s ability to
continue as a going concern, following the Company's 2009 results.
The independent auditors noted that the Company has a working
capital deficiency and has suffered recurring losses from
operations.


KEYSTONE AUTOMOTIVE: Launches Exchange Offer; Ch. 11 Not Ruled Out
------------------------------------------------------------------
Keystone Automotive Operations, Inc. will seek to implement its
previously announced financial restructuring by launching an
exchange offer and consent solicitation with respect to its
existing 9 3/4% Senior Subordinated Notes due 2013, CUSIP No.
49338PABO and a solicitation of acceptances of a prepackaged plan
of reorganization.

As part of the Exchange Offer, the holders of the Senior
Subordinated Notes will be asked to exchange their existing Senior
Subordinated Notes in return for their pro rata share of
approximately 22.0% of the new common stock of reorganized
Keystone and the ability to purchase, pursuant to a rights
offering in an aggregate amount of up to $60 million, their pro
rata share of approximately 47.4% of the new common stock.  The
closing of the Exchange Offer is conditioned upon, among other
things, 98% of the aggregate principal amount of Senior
Subordinated Notes being validly tendered and not withdrawn, which
percentage may be modified by mutual agreement of the Company and
certain of the Company's stakeholders.

If the Minimum Tender Condition is not satisfied or another
condition to the closing of the Exchange Offer is not met, the
Company will seek to implement the Restructuring by commencing
cases under chapter 11 of the United States Bankruptcy Code and
seeking confirmation of a prepackaged plan of reorganization.
Therefore, in connection with the Exchange Offer, the Company is
simultaneously soliciting acceptances of the Prepackaged Plan as
an alternative to the Exchange Offer.

The Exchange Offer is scheduled to expire at 5:00 P.M., EST Time,
on March 16, 2011, unless extended or earlier terminated by the
Company with the consent of certain of its stakeholders.  Tendered
Senior Subordinated Notes may be validly withdrawn at any time
before the Exchange Offer expires.

The New Securities have not been registered under the Securities
Act or any state securities laws and may not be offered or sold in
the United States absent registration or an applicable exemption
from such registration requirements.

The Exchange Offer will be made pursuant to the exemption provided
for under Section 4(2) of the Securities Act of 1933.

                           *     *     *

Dow Jones' DBR Small Cap notes taht while Keystone Automotive
Operations Inc. formally launched the exchange offer to trim
$295 million in debt from its balance sheet, it is also preparing
a back-up plan: It said that if it doesn't net the minimum support
necessary to enact the debt swap, it will seek shelter in
bankruptcy, the report relates.

                     About Keystone Automotive

Keystone, headquartered in Exeter, Pennsylvania, competes as a
distributor in the specialty accessories and equipment segment of
the broader automotive aftermarket equipment industry.  Keystone
is majority-owned by Bain Capital, and had $485 million in
revenues for the LTM period ended Oct. 2, 2010.

                          *     *     *

As reported in the Troubled Company Reporter on December 9, 2010,
Moody's Investors Service downgraded Keystone Automotive
Operations Inc.'s Corporate Family Rating and Probability of
Default Rating to Ca from Caa2 to reflect Moody's concerns about
the sustainability of the company's current capital structure.
The ratings on the term loan B due January 2012 and senior
subordinated notes due November 2013 were also downgraded to Caa2
and C from Caa1 and Caa3, respectively.  The rating outlook
remains negative.

In November 2010, Standard & Poor's Rating Services lowered all of
its ratings on Keystone Automotive Operations Inc., including the
corporate credit rating to 'CC' from 'CCC'.  At the same time, S&P
lowered its rating on the company's $200 million senior secured
term loan due 2012 to 'CC' from 'CCC' and lowered its rating on
the $175 million senior subordinated notes due 2013 to 'C' from
'CC'.

"S&P's ratings on Keystone reflect its expectation that the
company will pursue some form of debt restructuring during 2011,"
said Standard & Poor's credit analyst Brian Milligan.  S&P views
the company's financial risk profile as highly leveraged given its
continued poor credit measures, including total debt to EBITDA in
the mid-teens, EBITDA to interest below 1x, and funds from
operations to total debt of about 1% to 2%.  In addition, S&P
views Keystone's business risk profile as vulnerable because its
products are discretionary in nature and partially dependent on
new vehicle sales.


KH FUNDING: U.S. Trustee Forms Seven-Member Creditors Committee
---------------------------------------------------------------
W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors of KH Funding Co.

The Creditors Committee comprises:

  1) Tom Bauer

  2) Ruth Gresser

  3) Law Debenture Trust Company of New York
     c/o James D. Heaney
     400 Madison Avenue
     New York, NY 10017
     Tel: (646) 747-1252
     Fax: (212) 750-1361
     Email: james.heaney@lawdeb.com

  4) Michele Marcello

  5) Bernard Repeta

  6) Wells Fargo Bank N.A.
     c/o James R. Lewis
     45 Broadway, 12th Floor
     New York, NY 10006
     Tel: (212) 515-5258
     Fax: (866) 524-4681
     E-mail: james.r.lewis@wellsfargo.com

  7) Kevin Willes.

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

Silver Spring, Maryland-based KH Funding Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 10-37371)
on Dec. 3, 2010.  Lawrence Coppel, Esq. -- lcoppel@gfrlaw.com --
at Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in
Baltimore, Maryland, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.


LAS VEGAS MONORAIL: Taps Kafoury Armstrong as Auditor
-----------------------------------------------------
Las Vegas Monorail Company asks the U.S. Bankruptcy Court for the
District of Nevada for permission to employ Kafoury, Armstrong &
Co. as its auditor to perform certain audit services for the year
ended Dec. 31, 2009.

The firm agrees to:

   1) audit the Debtor's balance sheet, statement of revenue,
      expenses and change in net assets, and cash flows,
      which collectively comprise the basic financial statement of
      the Debtor as of and for the year ended Dec. 31, 2010;
      and

   2) prepare the Debtor's federal information return for the year
      ended December 31, 2010.  Subject to the date of entry of
      the Order authorizing firm's retention, the firm anticipates
      completing its audit for the year ended December 31, 2010 on
      or before April 30, 2011.

Tamara B. Miramontes, a shareholder responsible for the audit
services, will bill $250 per hour.  The hourly rates of other
staff and shareholders providing audit services range from $100
for staff accountants to $250 for shareholders.  The firm
estimates that its gross fee, including expenses, for the audit
services and return will not exceed $79,000.

The Debtor assures the Court that the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                     About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. D. Nev. Case No. 10-10464).  Gerald M.
Gordon, Esq., at Gordon Silver, assists the Company in its
restructuring effort.  Alvarez & Marsal North America, LLC, is the
Debtor's financial advisor.  Stradling Yocca Carlson & Rauth is
the Debtor's special bond counsel.  Jones Vargas is the Debtor's
special corporate counsel.  The Company disclosed $395,959,764 in
assets and $769,515,450 in liabilities as of the Petition Date.

In May 2010, Ambac Assurance Corp. lost its bid to stay the
bankruptcy case while a district court considers whether the
bankruptcy court wrongly rejected Ambac's argument that Monorail
was a municipality and thus ineligible to be a Chapter 11 debtor.


LEHMAN BROTHERS: Brooklyn Hospital Sues Aurora Bank
---------------------------------------------------
The Brooklyn Hospital Center filed a lawsuit against Aurora Bank
FSB to determine whether a lien held by the bank on a real
property in New York is valid.

Aurora Bank was granted a lien on a real property in Brooklyn,
New York, to secure the $309,750 loan it provided to a certain
Elaine Jeffers, former owner of the property.

Ms. Jeffers is the daughter of Dorothy Jeffers, who allegedly
owes as much as $209,090 for the medical services she received
from BHC.  BHC previously filed a case against the older Jeffers
in the New York Supreme Court, County of Kings, to seek payment
for its services.

In 2007, the real property was put on sale by the Kings County
Sheriff to collect upon the judgment in the sum of $240,993,
which BHC obtained in the Kings County action.  BHC emerged as
the winning bidder at the sale, prompting the Kings County
Sheriff to convey title to the property to BHC.

                      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: Claims Totaling $2 Bil. Change Hands in January
----------------------------------------------------------------
More than 300 claims totaling more than US$2.3 billion,
EUR9.159 million, CHF140,000 and GBP3.6 million changed hands in
the Debtors' bankruptcy cases in January 2011.  Among the largest
claims traded were:

Transferor           Transferee           Claim No.  Claim Amount
---------            ----------           ---------  ------------
Banco Banif S.A.     Goldman, Sachs & Co.     66962  $337,632,285

Keshet Debentures    Deutsche Bank AG         50504   $81,518,861
Limited              London Branch

Raiffeisen           Raiffeisen Bank          49617   $64,014,963
Zentralbank          International AG

Intesa Sanpaolo      Goldman Sachs Lending    11019   $46,412,023
S.p.A.               Partners LLC

European Aeronautic  Barclays Bank PLC        15365   $45,500,000
Defence and Space
Company EADS

Anthracite Balanced  Hua An International     11013   $42,760,579
Company (46) Ltd.    Balanced Fund

Intesa Sanpaolo      Goldman Sachs Lending    13034   $37,853,695
S.p.A.               Partners LLC

Sansar Capital       Sansar Capital           29116   $37,262,768
Master Fund L.P.     Holdings Ltd.

Raiffeisen           Raiffeisen Bank          49617   $36,901,864
Zentralbank          International AG

Intesa Sanpaolo      Goldman Sachs Lending    11021   $33,673,833
S.p.A.               Partners, LLC

                      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: Claims Transfers in 2010 Total $28 Billion
-----------------------------------------------------------
Lehman Brothers Holdings Inc. claims traded in its second year
of bankruptcy totaled $28.8 billion or more than half the
$40 billion in debt of defunct companies that changed hands last
year, Bloomberg News reported, citing data from SecondMarket
Holdings Inc.

The face value of claims traded in 2010 quintupled, from
$8 billion in 2009, according to the report.

Andrew Gottesman, head of bankruptcy claims market for
SecondMarket, said trading in IOUs issued by Lehman and its
brokerage topped $1.7 billion in December, as investors bet on a
higher, faster payout when the company's chief executive, Bryan
Marsal, was challenged by a competing liquidation plan from a
group of creditors including Paulson & Co.

"There's somebody there that is willing to put money up to push
Lehman and people see that as shortening the time horizon some,"
Bloomberg News quoted Mr. Gottesman.  He also said that traders
may also reckon on Lehman recovering some money as a result of
its $11 billion lawsuit against Barclays Plc.

                      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: Seeks Dismissal of JPM Counter-Suit
----------------------------------------------------
Lehman Brothers Holdings Inc. and the Official Committee of
Unsecured Creditors have asked the U.S. Bankruptcy Court for the
Southern District of New York to dismiss a counter-suit that
JPMorgan Chase Bank N.A. filed against the company.

JPMorgan's counter-suit accuses LBHI of misleading the bank into
lending its broker-dealer unit $70 billion by assuring that
Barclays Capital Inc. would purchase all the broker-dealer's
securities, which it never did.  The counter-suit is in response
to a lawsuit that LBHI filed early last year to recover billions
of dollars that JPMorgan allegedly seized as collateral.

LBHI's lawyer, Joseph Pizzurro, Esq., at Curtis Mallet-Prevost
Colt & Mosle LLP, in New York, says that if JPMorgan has a
complaint at all, it is with Barclays.

Mr. Pizzurro points out that the allegations raised in the
counter-suit are directed to Barclays including an allegation
that the U.K. bank directly told JPMorgan that it would purchase
the broker-dealer's assets.

Mr. Pizzurro also says that JPMorgan has already released
Barclays from the conduct at issue in its counter-suit and that
it is now turning to LBHI in a last-ditch effort to assert its
released claims.

"Until the recent filing of its counterclaims, JPMorgan has never
breathed a word about LBHI having anything to do with its dispute
with Barclays despite multiple opportunities to do so," Mr.
Pizzurro says in court papers.  He adds that JPMorgan's counter-
suit is an "end-run" around the releases it has already granted
to Barclays.

Mr. Pizzurro further says that the counter-suit should be
dismissed because it does not allege that anyone at LBHI made a
false statement to JPMorgan at the time of the company's
collapse.

                 JPMorgan Wants Suit Dismissed

JPMorgan asks the Court to dismiss the LBHI lawsuit saying it
provided "invaluable and irreplaceable lifeline" to the company
contrary to its allegations.

Paul Vizcarrondo Jr., Esq., at Wachtell Lipton Rosen & Katz, in
New York, says LBHI's accusations ignore the fact that JPMorgan
extended billions of dollars in credit to the company each day to
settle and clear its securities transactions after JPMorgan
received the $8.6 billion in collateral.

"Rather than deserting its ailing customer, JPMorgan provided an
invaluable and irreplaceable lifeline to Lehman, extending credit
in amounts that dwarfed the value of the additional collateral
that it had received," he says in court papers.

Mr. Vizcarrondo says JPMorgan continued to finance LBHI's broker-
dealer business even after the company filed for bankruptcy
protection that left JPMorgan with over $25 billion in clearing
exposure to the broker-dealer after its liquidation began.

Mr. Vizcarrondo points out that most of the $8.6 billion of
challenged cash collateral was actually needed to repay clearing
advances made after LBHI's bankruptcy filing.

In a related development, LBHI, the Creditors' Committee,
JPMorgan and Anton Valukas inked an agreement to keep
confidential the documents they subpoenaed from the bankruptcy
examiner.

The agreement, which was already approved by the Court, requires
Mr. Valukas to produce the documents for use solely in connection
with LBHI's lawsuit, subject to the confidentiality protection of
the Court's September 1, 2010 order.

A full-text copy of the agreement is available without charge
at http://bankrupt.com/misc/LBHI_ConfStipValukas.pdf

Mr. Valukas' lawyer, Robert Byman, Esq., at Jenner & Block LLP,
in New York, says the litigants originally asked the bankruptcy
examiner for so much material he would have had to deliver more
than six million documents.  The examiner agreed to supply a
smaller number of documents, Mr. Byman told Bloomberg News in a
phone interview.

"We're trying to accommodate the parties in their desire to move
the litigation forward and we're trying to do it at cheaply and
efficiently as possible," Bloomberg News quoted Mr. Byman as
saying.

Meanwhile, The International Swaps and Derivatives Association
Inc. and the Securities Industry and Financial Markets
Association have sought the Court's approval to file as amici
curiae a memorandum of law.

"This case raises important issues relating to the financial-
agreement safe harbors in the Bankruptcy Code that are of great
importance to ISDA's and SIFMA's members and on which both
organizations believe that their knowledge of financial markets
could benefit the Court," says Joshua Cohn, Esq., at Mayer Brown
LLP, in New York.

Amicus curiae is a person with strong interest in or views on the
subject matter of an action, but not a party to the action, who
may petition the court for permission to file a brief.  Those
amicus curiae briefs are commonly filed in appeals concerning
matters of a broad public interest.

                      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: Tempe Life Sues LBSF for Swap Deals
----------------------------------------------------
Tempe Life Care Village Inc. filed a lawsuit against Lehman
Brothers Special Financing Inc. seeking declaratory judgment that
their swap agreements had been terminated.

The move came after talks to settle the swap contracts or assign
them to another party failed.

Tempe Life earlier notified LBSF through a letter dated
August 26, 2009, that it would be terminating the contracts.
LBSF, however, did not agree with the termination and left open
the possibility that it would contest the validity of the
termination.

Maria DiConza, Esq., at Greenberg Traurig LLP, in New York --
diconzam@gtlaw.com -- says that pursuant to the terms of a
June 20, 2006 master agreement governing the swap contracts, LBSF
is not entitled to void the termination since it is the company
that defaulted under the swap contracts as a result of its
bankruptcy filing.

                      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)


LIBERTY COS: Loan Servicer Agrees to Forbear Until March 9
----------------------------------------------------------
Craig M. Douglas, Real Estate Editor for The Boston Business
Journal, reports that Liberty Companies has until March 9 under a
forbearance agreement to negotiate one or more deals with
potential buyers.  Mr. Douglas says Liberty Cos. is under pressure
from its loan servicer to unload industrial holdings in Dedham and
Worcester, in Massachusetts.

Mr. Douglas cited Bloomberg data and a recent filing by loan
servicers assigned to the $32.8 million mortgage backing the
properties.  According to Mr. Douglas, those sources did not
indicate whether a potential sale or sales are in place, however
past servicer filings have indicated that Liberty's Worcester
properties are expected trade before March 31.  It is unclear if
the March 9 forbearance agreement also applies to the Rustcraft
Road property.

A call to Liberty Companies was not returned Wednesday.

Mr. Douglas, citing servicer filings, reports that Liberty agreed
to a cash-retention plan with its loan servicers as it shops the
Worcester and Dedham properties.  Bank of America is the last
servicer of record assigned to the Dedham and Worcester
properties.  The firm's interest-only payment schedule for its
$32.8 million mortgage is scheduled to end in April.


LIONS GATE: Third Quarter Net Loss Down to $6.02 Million
--------------------------------------------------------
Lions Gate Entertainment Corp. filed with the U.S. Securities and
Exchange Commission a Form 10-Q for its third quarter ended
Dec. 31, 2010.  The Company reported a net loss of $6.02 million
on $422.90 million of revenue for the three months ended December
31, 2010, compared with a net loss of $65.26 million on $342.58
million of revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2010 showed $1.63 billion
in total assets, $1.55 billion in total liabilities and
$76.62 million in total shareholders' equity.

"We had a strong revenue and EBITDA performance in the quarter
driven by contributions from our home entertainment, television
and international film and TV businesses as well as our filmed
entertainment library, despite a challenging environment for
packaged media conversion," said Lionsgate Co-Chairman and Chief
Executive Officer Jon Feltheimer.  "We continue to execute a long-
term business plan designed to balance our key priorities -
strengthening our balance sheet, maximizing EBITDA and free cash
flow and creating long-term value."

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

              http://ResearchArchives.com/t/s?7364

                         About Lions Gate

British Columbia-domiciled and Santa Monica, California-
headquartered Lions Gate Entertainment Corp. is an independent
producer and distributor of motion pictures, home entertainment,
television programming and animation worldwide and holds a
majority interest in the pioneering CinemaNow VOD business.

As reported by the Troubled Company Reporter on January 31, 2011,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B-' corporate credit rating, on British Columbia, Canada-
domiciled and Santa Monica, Calif.-headquartered Lions Gate
Entertainment Corp. and its subsidiary, Lions Gate Entertainment
Inc.  S&P also removed the ratings from CreditWatch, where they
were placed with developing implications on Oct. 15, 2010.  The
rating outlook is stable.

"The rating affirmation reflects the election of all of Lions
Gate's proposed candidates to its board of directors, the
withdrawal of investor Carl Icahn's unsolicited tender offer to
acquire all outstanding shares of the entertainment Company's
common stock, and Metro-Goldwyn-Mayer Inc.'s rebuff of Lions
Gate's merger proposal," said Standard & Poor's credit analyst
Deborah Kinzer.  "The stable rating outlook reflects our view that
Lions Gate's film business EBITDA and cash flow are likely to turn
around in the near-to-intermediate term, and that overall earnings
performance and credit measures should recover to modest levels."


LIBBEY INC: Reports $2.76 Million Net Income in 4th Quarter
-----------------------------------------------------------
Libbey Inc. reported net income of $2.76 million on
$222.85 million of net sales for the three months ended Dec. 31,
2010, compared with a net loss of $7.09 million on $208.08 million
of net sales for the same period the year before.

The Company also announced net income of $70.08 million on
$799.79 million of net sales for the 12 months ended Dec. 31,
2010, compared with a net loss of $28.79 million on
$748.64 million of net sales during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed
$818.97 million in total assets, $807.70 million in total
liabilities and $11.27 million in total shareholders' equity.

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

              http://ResearchArchives.com/t/s?7363

                         About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

                          *     *     *

Libbey carries 'B' issuer credit ratings, with stable outlook,
from Standard & Poor's Ratings Services.

On Oct. 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.


M-WISE INC: Chairman Broudo Steps Down Amid Accord With SEC
-----------------------------------------------------------
Zach Sivan, m-Wise Inc.'s Chief Executive Officer, disclosed that
the Company, Mordechai Broudo and Shay Ben-Asulin have chosen to
enter into a settlement with the Securities and Exchange
Commission without admitting any wrongdoing and to pay
disgorgement of $400,000 pursuant to an agreed upon schedule.

The SEC commenced an investigation titled "Score One, Inc."
concerning the Company, certain Officers and Directors of the
Company and certain other unrelated entities for violations of
Sections 10(b) and 13(a) of the Securities Exchange Act of 1934
and Sections 5 and 17(a) of the Securities Act of 1933.  The
activity that is the subject of the alleged violations occurred in
2005.  The SEC issued a Wells Notice on Sept. 14, 2010 stating
that it was its intention to recommend to the SEC that it bring a
civil injunctive action against the Company.

The Company said in a November 2010 regulatory filing that in
connection with the contemplated civil action, the SEC may seek a
permanent injunction, disgorgement plus pre judgment interest and
civil penalties.  In addition, the SEC indicated that it intends
to recommend that the SEC institute an administrative proceeding
pursuant to Section 12(j) of the Exchange Act against the Company
to determine whether it is appropriate to suspend or revoke the
registration of m-Wise's securities.  The Company said at that
time the investigation was still in the non-public phase and the
SEC has not brought a formal action against the Company.   In
addition, the SEC issued Wells Notices to certain Officers and
Directors of the Company.  The SEC may seek disgorgement,
prejudgment interest, civil penalties, an officer and director
bar, and a penny stock bar against them.

Mr. Sivan also disclosed that on Feb. 1, 2011, Mr. Broudo resigned
from his position as Chairman of the Board and Secretary of m-Wise
Inc. and as Director of m-Wise Ltd.  Shay Ben-Asulin resigned from
his position as Director of m-Wise Inc and m-Wise Ltd.  The new
appointed chairman of the company is Mr. Jeffrey Hayzlett and the
sole director of the company is Mr. Shlomi Azoulay.


MANCONIX, INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Manconix, Inc.
        11011 Brooklet Drive, #120
        Houston, TX 77009

Bankruptcy Case No.: 11-31347

Chapter 11 Petition Date: February 16, 2011

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: H. Miles Cohn, Esq.
                  SHEINESS SCOTT ET AL
                  1001 McKinney, Suite 1400
                  Houston, TX 77002
                  Tel: (713) 374-7020
                  Fax: (713) 374-7049
                  E-mail: mcohn@hou-law.com

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

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb11-31347.pdf

The petition was signed by Minh Leba, president.


MICHAEL FOODS: S&P Puts 'B+' Rating on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B+'
corporate credit rating and other ratings on Minnetonka, Minn.-
based Michael Foods Group Inc., formerly known as M-Foods Holdings
Inc., on CreditWatch with negative implications, meaning that S&P
could either lower or affirm the ratings upon completion of S&P's
review.  S&P is also withdrawing the corporate credit rating on
the operating company Michael Foods Inc., reflecting the close of
the buyout transaction.

The CreditWatch placement follows the company's announcement that
it will refinance its term loan B and increase the loan's size
from $790 million (about $762 million outstanding) to $840 million
and use $65 million of the extra proceeds to fund a dividend to
shareholders.  The revolving facility amount will remain
$75 million.

Following the company's $1.7 billion acquisition from GS Capital
Partners, S&P estimates debt to EBITDA increased to about 5.8x for
the 12 months ended Oct. 2, 2010, up from about 3.4x just prior to
the acquisition.

"S&P believe that the increased debt burden and demonstrated
aggressive financial policy may challenge the company to maintain
credit protection measures that will support the 'B+' corporate
credit rating," said Standard & Poor's credit analyst Bea Chiem.

Standard & Poor's will seek to resolve the CreditWatch listing
within 60-90 days.  S&P will resolve the CreditWatch when more
detailed information on the company's fiscal 2010 results become
available, and S&P will review and discuss the company's financial
plans and operating performance with management.


MIG INC: Paul Weiss, MIG Spar Over Limitations in 2nd Circuit
-------------------------------------------------------------
Bankruptcy Law360 reports that the Second Circuit on Wednesday
heard arguments over whether the statute of limitations has
expired on allegations that Paul Weiss Rifkind Wharton & Garrison
LLP improperly drafted a certificate of designation for MIG Inc.
that triggered a shareholder suit leading to its bankruptcy.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts.  In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


MORGANS HOTEL: JPMorgan Reports 5.7% Equity Stake
-------------------------------------------------
JPMorgan Chase & Co. corporate compliance officer Margaret R.
Rubin disclosed that JPMorgan and its wholly owned subsidiaries,
JPMorgan Chase Bank, National Association, and J.P. Morgan
Investment Management Inc., may be deemed to beneficially own
1,751,070 shares or roughly 5.7% of the common stock of Morgans
Hotel Group Co. as of Dec. 31, 2010.

                            Forbearance

As reported by the Troubled Company Reporter on Feb. 15, 2011, two
subsidiaries of Hard Rock Hotel Holdings, LLC, a joint venture
through which they hold a minority interest in the Hard Rock Hotel
& Casino, received a notice of acceleration on Jan. 28 from NRFC
HRH Holdings, LLC, pursuant to the First Amended and Restated
Second Mezzanine Loan Agreement, dated as of Dec. 24, 2009,
between the Second Mezzanine Subsidiaries and the Second Mezzanine
Lender, declaring all unpaid principal and accrued interest under
the Second Mezzanine Loan Agreement immediately due and payable.
The amount due and payable under the Second Mezzanine Loan
Agreement as of Jan. 20 was roughly $96 million.

The Second Mezzanine Lender also notified the Second Mezzanine
Subsidiaries that it intended to auction to the public the
collateral pledged in connection with the Second Mezzanine Loan
Agreement, including all membership interests in certain
subsidiaries of the Hard Rock Joint Venture that indirectly own
the Hard Rock Hotel & Casino and other related assets.

The First Mezzanine Subsidiaries, the Second Mezzanine
Subsidiaries, certain other subsidiaries of the Hard Rock Joint
Venture, Vegas HR Private Limited, Brookfield Financial, LLC -
Series B, the Second Mezzanine Lender, Morgans Group LLC, certain
affiliates of DLJ Merchant Banking Partners, and certain other
related parties have entered into a Standstill and Forbearance
Agreement, dated as of Feb. 6, 2011.  Among other things, until
February 28, 2011, the Mortgage Lender, First Mezzanine Lender and
the Second Mezzanine Lender agreed not to take any action or
assert any right or remedy arising with respect to any of the
applicable loan documents or the collateral pledged under such
loan documents, including remedies with respect to the Hard Rock
management agreement.  The Mortgage Lender's agreement to
standstill is subject to certain conditions. In addition, pursuant
to the Standstill and Forbearance Agreement, the Second Mezzanine
Lender agreed to withdraw its foreclosure notice, and the parties
agreed to jointly request a stay of all action on the pending
motions that had been filed by various parties to enjoin such
foreclosure proceedings.

The parties to the Standstill and Forbearance Agreement are
engaged in continuing discussions regarding the obligations of the
parties under the Hard Rock loan documents and disposition of the
related collateral and other related agreements.

                        The Hard Rock Hotel

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

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

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

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

                About Hard Rock Hotel Holdings

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

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

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

                    About Morgans Hotel Group

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

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


NEXEO SOLUTIONS: Moody's Assigns 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
to Nexeo Solutions, LLC, formerly the distribution business of
Ashland Inc.  Moody's also assigned a B1 rating to the firm's
$300 million term loan B due 2017 and B3 rating to the
$200 million senior subordinated notes due 2018.  Proceeds from
the term loan and notes as well as $100 million drawn under its
asset-backed revolving credit facility will be used to partially
finance the $930 million acquisition of Ashland Inc.'s
distribution business (to be named Nexeo Solutions, LLC) by TPG
Capital.  The ratings are subject to a final review of
documentation and the closing of the financing with the terms and
structure described to Moody's.  The outlook is stable.

This summarizes the ratings activity:

Nexeo Solutions, LLC

Ratings assigned:

* Corporate Family Rating - B1
* Probability of Default Rating - B1
* $300 mm Sr sec term loan B due 2017- B1 (LGD4, 52%)
* $200 mm Sr subordinated notes due 2018 - B3 (LGD6, 90%)
* Ratings outlook - Stable

                        Ratings Rationale

The B1 CFR Reflects Nexeo Solutions' High Leverage, A History Of
inconsistent free cash flow generation, and low operating margins
that allow for a minimal cushion in its highly leveraged
situation.  The rating anticipates modest debt reduction over the
immediate term, a product mix weighted towards commodity chemicals
including many petrochemicals that can elevate working capital
requirements as crude oil prices fluctuate, and some working
capital seasonality.  Nexeo Solutions is predominately a North
American business as its European business is much smaller and
does not have as robust a competitive position.

The ratings are supported by Nexeo Solutions' economies of scale,
significant market share in North America (#2 after Univar and #1
in North American plastics distribution), strong supplier base
representing leading industry producers, and long-lived customer
relationships with minimal concentration.  The breadth of exposure
to diverse end market uses for its products, improvement in profit
margins over the past two years, and relatively modest maintenance
capital expenditure requirements also bolster the rating.
Furthermore, favorable industry trends in outsourcing, to large
distributors, have resulted in the distribution business growing
faster than overall chemicals sales.

The stable outlook reflects Moody's expectation that Nexeo
Solutions will successfully establish itself as a stand-alone
company and realize operational benefits that will allow it to
improve its EBITDA margins to at least 5%.  Upside for the ratings
is currently limited by the company's leverage and modest free
cash flow expectations.  Moody's could reassess the ratings should
Nexeo Solutions' cash flow and margins improve, and its
Debt/EBITDA approach 3x on a sustained basis.  The ratings could
be pressured if the company is unable to continue to generate
significant EBITDA, successfully establish itself as stand-alone
entity, maintain adequate liquidity or if leverage remains
elevated over the intermediate term.

Nexeo Solutions' liquidity position is adequate.  Its liquidity
is supported by its cash flow from operations, an expected cash
balance of $40 million at closing of the acquisition and
$400 million of available capacity under its ABL revolver;
$100 million is to be used at close of the transaction to
partially fund the purchase price.  Free cash flow over the next
twelve months is expected to be modestly positive, despite the
expected use of cash to fund working capital and restructuring
costs associated with achieving operational improvements.

Nexeo Solutions is one of the largest distributors of chemicals
and providers of related services in North America, where it
sources approximately 87% of its revenues, the company also has
operations in Europe and China.  It is organized along these
products lines: chemicals (e.g., hydrocarbons, alcohols,
silicones, surfactants, ketones), plastics (e.g., polypropylene,
polyethylene, nylon), composites (e.g., gelcoats, resins,
fiberglass, catalysts) and environmental services (only 3% of
revenues).  In November 2010, Ashland Inc. announced that it
reached an agreement to sell its distribution business for
$930 million in an leveraged buyout transaction to private equity
firm TPG Capital, which named the business Nexeo Solutions, LLC.
Nexeo Solutions had revenues of $3.4 billion for its fiscal year
ending September 30, 2010.


NEXEO SOLUTIONS: S&P Assigns 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' corporate
credit rating to Dublin, Ohio-based Nexeo Solutions, LLC.  The
outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating (one notch
below the corporate credit rating) and a '5' recovery rating to
Nexeo's proposed $300 million term loan B due 2017, indicating
S&P's expectation of modest recovery (10% to 30%) in the event of
a payment default.  S&P also assigned a 'B-' issue-level rating
(two notches below the corporate credit rating) and a '6' recovery
rating to the proposed $200 million senior subordinated notes due
2018, indicating S&P's expectation of negligible recovery (0% to
10%) in the event of a payment default.  The ratings are based on
preliminary terms and conditions.

The ratings reflect the capital structure proposed by Nexeo's
private equity sponsor, TPG Capital, to fund the purchase of
Ashland Inc.'s (BB+/Positive/--) distribution business.  The
capital structure includes an unrated $540 million asset-based
lending (ABL) revolving credit facility and a $445 million equity
contribution from TPG.  TPG is expected to draw $100 million from
the ABL facility at close, resulting in approximately $600 million
in reported debt.  Proceeds from the transaction are expected to
fund a $930 million purchase price, $40 million in balance sheet
cash, and fees and expenses.


NORBERT CAREY: Faces Foreclosure Auction on Feb. 24
---------------------------------------------------
Lynne Hendricks, staff writer The Daily News of Newburyport,
reports that Norbert Carey, the owner of the city's last remaining
large tract of undeveloped land, has only one more week to find a
buyer before his 43-acre property is foreclosed on and sold to the
highest bidder.

Mr. Carey owns two parcels set to be auctioned on Feb. 24 because
of default of a mortgage held by Newburyport Five Cents Savings
Bank.  According to Daily News, Mr. Carey made a last-ditch effort
to sell a single-family home and adjoining development known as
Oleo Woods via a private auction through McInnis Auctioneers on
Dec. 15.  But after turning down a $1.1 million offer put forth by
the highest bidder, and as the clock runs out, Mr. Carey is losing
the ability to control the outcome of the development plan.

The report relates that without a buyer, the two properties Mr.
Carey purchased with a mind toward creating a development of
23 single-family homes, will be sold by the bank to cover the
outstanding debt remaining on the 2005 mortgage.  Privacy laws
prohibit the bank from sharing the outstanding debt Mr. Carey
owed.

According to the report, a legal notice filed on the upcoming
auction indicates that the sale will feature:

     -- a single-family home at 7 Russell Terrace; and
     -- the adjoining 43-acre parcel.


OCEAN PLACE: Resort Files for Chapter 11 in New Jersey
------------------------------------------------------
Ocean Place Development LLC, owner of the Ocean Place Resort & Spa
in Long Branch, New Jersey, filed for Chapter 11 protection
(Bankr. D. N.J. Case No. 11-14295) on Feb. 15, 2011.

William R. Dixon, JR., vice-president of TLC New Jersey Corp., a
Delaware corporation, manager of the Debtor, relates that the
Debtor has generated positive earnings from operations every year
since its acquisition of the resort in 2000.  Like many similar
properties, the economic declines from 2007 through April 2010
severely harmed revenues and the net operating income from the
property.  However, since April 2010, revenues have begun to
recover and "trailing 12 months" net operating income of the
property has more than doubled.  Net operating income of the
property for 2010 was $3,546,729.

In connection with city of Long Branch's long-term plan to
establish itself as a premier resort destination, the Debtor
signed a Redevelopment Agreement with the city in August 2007,
promising to add 60 new hotel rooms, 200 condo-hotel units and
increase square footage of the property to 1,496,163 square feet.
The redevelopment would make Ocean Place Resort "the centerpiece
of the entire Long Branch Oceanfront Redevelopment and the largest
oceanfront resort and conference center on the New Jersey shore
between New York City and Atlantic City," Mr. Dixon said.

                        Dispute with Lender

The Debtor owes $56,606,400 pursuant to two promissory notes held
by AFP-104 Corp, secured by the Debtors' resort property.  The
Debtor also has unsecured debts totaling $60 million.

The secured notes matured and became due on Jan. 9, 2008.  The
lender refused to grant an extension at maturity of the secured
loans and immediately imposed late payment penalties and the
default rate of interest, approximately doubling the required debt
service payments.

From inception of the secured loans, operating expenses for the
property under the terms of the loan documentation have been paid
from a "lockbox" under the control of the Lender and its loan
servicer.

"Within the last several weeks, the Lender has refused to approve
the payment of property and liability insurance premiums from the
lockbox for coverage placed by the Debtor beginning on December 1,
2010, which leaves the property and the Debtor severely exposed to
loss from possible property damage and liabilities incurred in
operating the business," Mr. Dixon said.

According to Mr. Dixon, prior and subsequent to the date of
maturity of the secured loans, OPD solicited a full refinance of
the secured obligations from over 100 prospective lenders without
success due to the withdrawal of virtually the entire lending
community from the business of making commercial loans triggered
by the global financial meltdown and economic chaos.

Accordingly, the Debtor sought Chapter 11 protection.

"There is substantial value to the existing hotel and resort
including the modest value-added improvements which could be made
to the property prior to consideration of the value of major
redevelopment opportunities," Mr. Dixon said.

                     First Day Motions

The Debtor has filed "first day" motions aimed at maintaining
existing operations at the property and full employment of its
employee base in a manner such that "resort guests will generally
be unaware of any operational changes or any change in conditions
due to the contemplated financial reorganization of the Debtor."

The first day motions include proposals to use cash collateral,
maintain existing bank accounts, and pay wages owed to employees.

                About Ocean Place Development

Ocean Place Development owns the Ocean Place Resort & Spa, a
resort property is located on the Atlantic beachfront in Long
Branch, New Jersey, just 55 miles south of New York City and
82 miles north of Atlantic City.

The existing resort is sited on 17-acres featuring approximately
1,000 feet of ocean frontage and is improved with a 254-room hotel
that includes 40,000 square feet of meeting space, three
restaurants, a bar/lounge, a full-service spa, and numerous resort
amenities.

West Paces Hotel Group LLC is the resort's managing agent.
The number of people employed full time at the Debtor's property
ranges, depending on the season, between approximately 95 and 340.


OCEAN PLACE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ocean Place Development LLC
        A Delaware Limited Liability Company
        dba Ocean Place Resort & Spa
        One Ocean Boulevard
        Long Beach, NJ 07740

Bankruptcy Case No.: 11-14295

Chapter 11 Petition Date: February 15, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Kenneth Rosen, Esq.
                  LOWENSTEIN SANDLER
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2500
                  E-mail: krosen@lowenstein.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by William R. Dixon, Jr., vice president
of TLC New Jersey Corp., Debtor's manager.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Tiburon Shores LLC          Loan                 $49,584,684
2656 Bridgeway, Suite 201
Sausalito, CA 94965-1400

Tiburon Capital LLC         Loan                 $6,211,152
2656 Bridgeway, Suite 201
Sausalito, CA 94965-1400

Tiburon Capital LLC and     Loan                 $3,656,669
William R. Dixon
2656 Bridgeway, Suite 201
Sausalito, CA 94965-1400

Bressler, Amery &           Legal Services       $496,305
Ross, P.C.
325 Columbia Turnpike,
Suite 301
Florham Park, NJ 07932

Orr Partners                Loan                 $286,077
11180 Sunrise Valley Drive
Reston, VA 20191

Dixon, William R. (Jr.)     Loan                 $207,211
2656 Bridgeway, Suite 201
Sausalito, CA 94965-1400

The West Places Hotel       Loan                 $30,000
Group, LLC

Sysco Food Services         Trade Debt           $28,702

Munger, Tolles & Olson      Legal Services       $23,137
LLP

Jersey Central Power &      Utility              $19,519
Light

Travelers Insurance CI &    Insurance            $19,293
Speciality Remittance
Center

Schindler Elevator Corp.    Trade Debt           $12,104

Baldor Specialty Foods,     Trade Debt           $6,031
Inc.

TIG Global, LLC             Trade Debt           $5,263

Ball, Laura                 Loan                 $3,947

Hights Electric             Trade Debt           $3,676
Motor Service

Ricoh Business Systems      Trade Debt           $3,420

Green Tree Packing Inc.     Trade Debt           $3,398

Broad Waverly Staffing LLC  Trade Debt           $3,292

Gourmet Kitchen             Trade Debt           $2,972


ORLEANS HOMEBUILDERS: S&P Raises Corp. Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Orleans Homebuilders Inc. to 'B-' from 'D' and assigned
a 'B-' issue-level rating to the company's $130 million secured
term loan.  S&P also assigned a '3' recovery rating on the secured
term loan, indicating its expectation for a meaningful (50%-70%)
recovery in the event of a payment default.  The outlook is
stable.

"Our ratings on Orleans reflect the company's aggressive financial
profile, marked by low interest coverage metrics, exposure to
floating-rate debt, and modest cash reserves projected as the
company exits bankruptcy," said credit analyst Matthew Lynam.
"S&P considers the company's business profile as vulnerable, given
Orleans' uncertain ability to generate the necessary level of new
home sales to reach profitability and, to a lesser extent, an
unclear exit strategy for the new owners.  These factors are
balanced against the company's historically good market position
in the metropolitan Philadelphia area and other northeast
regions."

The stable outlook reflects S&P's expectation that new home sales
will revert back to pre-petition levels in the near term and the
company will begin to generate cash through the liquidation of
existing inventory by the second half of calendar year 2011.  S&P
would consider raising its rating if S&P gain more confidence in
the sustainability of the reorganized business' operations and its
ability to return to profitability such that debt-to-EBITDA levels
recede to 5.0x.  S&P would consider a downgrade if the company's
liquidity becomes constrained, possibly from an inability to
convert enough inventory to cash through new home sales, or
sooner-than-expected land acquisitions.


PITTSBURGH CORNING: Loses Appeal Bid in Century Insurance Dispute
-----------------------------------------------------------------
Bankruptcy Law360 reports that Corning Inc. has lost a bid to
appeal a trial court decision requiring the company to produce its
communications with asbestos claimants in the bankruptcy of
Pittsburgh Corning Corp. as part of an insurance coverage dispute
with Century Indemnity Co.

Law360 says the New York State Supreme Court, Appellate Division,
First Department, issued a ruling Tuesday denying Corning leave to
appeal the issue to the New York Court of Appeals.

                           About Corning

Corning Incorporated -- http://www.corning.com/-- makes specialty
and ceramics for more than 150 years.  Its products include glass
substrates for LCD televisions, computer monitors and laptops;
ceramic substrates and filters for mobile emission control
systems; optical fiber, cable, hardware & equipment for
telecommunications networks; optical biosensors for drug
discovery; and other advanced optics and specialty glass solutions
for a number of industries including semiconductor, aerospace,
defense, astronomy and metrology.

                       About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection in 2000 (Bankr. W.D. Pa. Case No. 00-22876).  The Hon.
Judith K. Fitzgerald presides over the case.  The Bankruptcy Court
authorized the retention of Reed Smith LLP as counsel for the
Debtor under a general retainer, and the retention of Deloitte &
Touche LLP as accountants for the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The United States Trustee appointed a Committee of Asbestos
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of these professionals by the Committee of Asbestos
Creditors: (i) Caplin & Drysdale, Chartered as Committee Counsel;
(ii) Campbell & Levine as local counsel; (iii) Anderson Kill &
Olick, P.C. as special insurance counsel; (iv) Legal Analysis
Systems, Inc., as Asbestos-Related Bodily Injury Consultant; (v)
L. Tersigni Consulting, P.C. as financial advisor, and (vi)
Professor Elizabeth Warren, as a consultant to Caplin & Drysdale,
Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In December 2006, the Bankruptcy Court denied confirmation of an
earlier version of the plan, citing that the plan was too broad in
addressing independent asbestos claims that were not associated
with the Debtor.


PLY GEM HOLDINGS: Sells $800MM of 8.25% Secured Notes Due 2018
--------------------------------------------------------------
On Feb. 9, 2011, Ply Gem Holdings, Inc., Ply Gem Industries, Inc.,
a wholly-owned subsidiary of the Company, and each of the direct
and indirect subsidiaries of Ply Gem Industries, entered into a
Purchase Agreement with certain representatives of the initial
purchasers named therein.  Pursuant to the Purchase Agreement, the
Initial Purchasers have agreed to purchase, and Ply Gem Industries
has agreed to sell, $800.0 million aggregate principal amount of
Ply Gem Industries' 8.25% Senior Secured Notes due 2018.  The
Initial Purchasers intend to resell the Notes in an offering
exempt from registration under the Securities Act of 1933, as
amended.  The Notes will be guaranteed by the Guarantors.  The
sale of the Notes is expected to close on February 11, 2011.  The
Purchase Agreement contains representations and warranties,
covenants and closing conditions that are customary for
transactions of this type.  In addition, Ply Gem Industries and
the Guarantors have agreed to indemnify the Initial Purchasers
against certain liabilities on customary terms.

In the ordinary course of their businesses, the Initial Purchasers
and certain of their affiliates have and may in the future provide
financial services to or engage in investment and commercial
banking or other transactions of a financial nature with the
Company or its affiliates, including the provision of certain
advisory services and the making of loans to the Company and its
affiliates.  In particular, certain affiliates of the Initial
Purchasers are agents or lenders under Ply Gem Industries'
existing credit facilities.

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

The Company's balance sheet at Oct. 2, 2010, showed
$978.60 million in total assets, $167.11 million in total current
liabilities, $1.99 million in deferred income taxes,
$59.66 million in other long-term liabilities, $903.35 million in
long-term debt, and a stockholders' deficit of $153.52 million.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.

SGS International carries a 'B1' corporate family rating from
Moody's Investors Service.


QUALITY DISTRIBUTION: Public Offering Won't Affect Moody's Rating
-----------------------------------------------------------------
Moody's Investors Service said the $38 million public offering of
4 million shares of Quality Distribution, Inc.'s common stock on
February 9, 2011, does not affect Quality's Caa1 corporate family
and probability of default ratings with a positive outlook.
However, Moody's notes that the intended debt reduction at par
from $17.5 million of the proceeds would be viewed favorably.

The last rating action was the Caa1 assignment to Quality
Distribution LLC's planned second lien notes on October 29, 2010.

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

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.


RADIATION THERAPY: S&P Gives Stable Outlook, Affirms 'B' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Fort Myers, Fla.-based Radiation Therapy Services Inc.
to stable from positive and affirmed the 'B' corporate credit
rating.  This action reflects S&P's expectation that Radiation
Therapy's credit metrics will remain highly leveraged over the
next year.

"The ratings on Radiation Therapy reflect the competitive and
fragmented oncology market, reimbursement risk, geographic
concentration, and high debt leverage," said Standard & Poor's
credit analyst Rivka Gerztulin.  These issues overshadow the
growing need of cancer treatment spurred by an aging population,
the company's provision of new technologies (which receive more
favorable reimbursement), and its leading positions in its key
local markets.

The weak business risk profile is highlighted by Radiation
Therapy's focus within a competitive and fragmented industry.
Although doctors use radiation to treat about two-thirds of all
cancer cases, the company's niche concentration in the oncology
market makes it vulnerable to the development of even more highly
effective cancer therapies.  Pressure on patient throughput
reflects the loss of health care coverage (because of higher
unemployment), a decrease in the level of retiree migration to
Florida for the winter because of a weak economy, and increased
competition in certain markets.  Although the company has expanded
its geographic footprint over the past few years, Florida still
accounts for 46% of revenues.  Reimbursement, particularly from
Medicare (44% of patient service revenues), remains an ongoing
risk.

Although demand for services is fueled by an aging population with
an increased incidence of cancer, revenue growth has benefited
more from higher reimbursement per procedure than from procedural
volume growth.  Radiation Therapy's strategy has been to acquire
sites and replace conventional radiation treatment with more
advanced technologies such as image-guided radiation therapy and
Gamma Function, which are reimbursed by payors at materially
higher rates than conventional external-beam radiation therapy.
Still, revenues and EBITDA have been relatively stagnant for the
first nine months of 2010, with decreases in same-store volumes
and pricing slightly exceeding growth attributable to expansions
and acquisitions.


RADIENT PHARMACEUTICALS: Closes Notes & Warrants Sale
-----------------------------------------------------
Radient Pharmaceuticals Corporation completed the private sale of
Convertible Notes and Warrants financing with five accredited
investors on January 31, 2010.  The Company has received
$7,500,000 in gross proceeds pursuant to the sale of convertible
notes pursuant to the securities purchase agreement with net
proceeds from the financing of $6,820,000.  The Company issued
Convertible Promissory Notes in the aggregate principal amount of
$8,437,500, at a purchase price of $888.88 for each $1,000 of
principal amount of Notes, which are initially convertible into an
aggregate of 14,062,500 shares of its common stock to the
Investors, and the Investors also received: (i) Series A Warrants
to purchase an aggregate of 14,062,500 shares of the common stock
at an initial exercise price of $0.67 per share and (ii) Series B
Warrants to purchase an aggregate of 7,031,250 shares of the
common stock at an initial exercise price of $0.8175 per share for
their investment.  Each of the Warrants has a term of five years
from the date the Warrants are initially exercisable.

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

In connection with this financing, the Company incurred cash
commissions to Reedland in the amount of $500,000 and issued them
warrants to purchase up to an aggregate of 839,552 shares of the
Company's common stock at an exercise price of $0.67 per share.
The Company also incurred additional fees associated with the
financing in the amount of $100,000 to Brighton Capital.

                   About Radient Pharmaceuticals

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

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

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

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


RED ROCKET: Court Resets Hearing on Chapter 11 Plan to March 9
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri has
resent the hearing to consider the disclosure statement and
confirmation of Red Rock Fireworks, Inc.'s Plan of of Liquidation
to March 9, 2011, at 1:30 p.m.

As reported in the Troubled Company Reporter on Dec. 27, 2010, the
Debtor has liquidated all of its assets prior to the filing of the
Plan.  All funds from the asset sale have been deposited in
Debtor's Debtor-in-Possession accounts.  Normal business expenses,
payroll, and liquidation expenses have been paid from these funds.
Funds remaining after payment of ongoing costs of liquidation and
administration will be disbursed pursuant to the Plan.  The
counsel for Debtor will act with the president of Debtor, Bruce
Pyles, as disbursing agent.  Distributions will be made in their
discretion subject to a reserve of funds for future costs of
administration.  Distributions will commence after a full review
of claims, objections to claims are resolved, and administrative
closure of the case, all of which are anticipated to be completed
by the second quarter of 2011.

Under the Plan, the Debtor intends to pay in full $194,697 of the
secured claims.

Unsecured creditors will share in a pro rata distribution based on
the amount of their claim.  As of the date of the filing of the
Plan, the amount of the anticipated dividend to be paid to
unsecured creditors is unknown.

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

                     About Red Rocket Fireworks

Rock Hill, South Carolina-based Red Rocket Fireworks, Inc., is a
Missouri corporation in administrative dissolution and was
incorporated on May 19, 1976.  The Company was in the business of
the sale of retail/wholesale of fireworks.  Historically, The
Company operated three offices and warehouses, eleven retail
stores, and numerous seasonal locations in Ponchatoula, Louisiana,
Strafford, Missouri, and Rock Hill, South Carolina.  The Missouri
operations were closed prior to the commencement of these
proceedings.  Debtor's principals are the past employees who hold
their shares in an Employee Stock Ownership Program.  Debtor has
ceased operations and sold its assets.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Mo. Case No. 09-62800) on Dec. 11, 2009.  Raymond I. Plaster,
Esq., who has an office in Springfield, Missouri, represents the
Debtor.  The Company estimated assets and debts at $10 million to
$50 million as of the Petition Date.


REGAL ENTERTAINMENT: Reports $13.60-Million Profit in Q4
--------------------------------------------------------
Regal Entertainment Group announced fiscal fourth quarter 2010
results.  The Company reported net income of $13.60 million on
$661.00 million of total revenue for the quarter ended December
30, 2010, compared with net income of $35.50 million on $765.60
million of total revenue for the quarter ended December 31, 2009.

"We were pleased to end 2010 with an extraordinary dividend for
our shareholders," stated Amy Miles, CEO of Regal Entertainment
Group.  "The increase in our recurring dividend to $0.21 per share
illustrates our confidence in the Company's ability to generate
significant free cash flow and our commitment to returning value
to shareholders," continued Miles.

The Company's balance sheet at Dec. 30, 2010 showed $2.49 billion
in total assets, $2.07 billion in total liabilities and
$490.30 million of total stockholders' deficit.

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

               http://ResearchArchives.com/t/s?7361

                 About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

                           *     *     *

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.


RENOVATED METALS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Renovated Metals, LLC
        c/o Carolyn J. Johnsen
        Jennings Strouss & Salmon, PLC
        One East Washington Street, Suite 1900
        Phoenix, AZ 85004
        Tel: (602) 262-5906

Bankruptcy Case No.: 11-03701

Chapter 11 Petition Date: February 15, 2011

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Carolyn J. Johnsen, Esq.
                  JENNINGS STROUSS & SALMON PLC
                  One E. Washington Street, #1900
                  Phoenix, AZ 85004-2554
                  Tel: (602) 262-5911
                  Fax: (602) 495-2696
                  E-mail: cjjohnsen@jsslaw.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 Ellis Rubenstein, authorized agent.


REOSTAR ENERGY: Notices Late Filing of Form 10-Q for Dec. 31 Qtr.
-----------------------------------------------------------------
In a regulatory filing Tuesday, ReoStar Energy Corporation
discloses that its quarterly report on Form 10-Q for the period
ended December 31, 2010, could not be filed within the prescribed
period because its outside independent auditors require additional
time to conclude their review of the Company's financial
statements.

The Company does not anticipate that any significant change in
results of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to be
included in the subject report

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  The Company filed for
Chapter 11 bankruptcy protection on November 1, 2010 (Bankr. N.D.
Tex. Case No. 10-47176).  Bruce W. Akerly, Esq., at Cantey Hanger
LLP, assists the Debtor in its restructuring effort.  The Debtor
estimated its assets at $10 million to $50 million.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Leasing, Inc., and ReoStar Operating, Inc.  ReoStar Energy
is the lead case.

The Company's balance sheet at September 30, 2010, showed
$19.97 million in total assets, $15.45 million in total
liabilities, and stockholders' equity of $4.52 million.


RESOURCE RENTAL: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Resource Rental & Renovations, LLC
        21 Beth Drive
        Covington, LA 70433

Bankruptcy Case No.: 11-10441

Chapter 11 Petition Date: February 15, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Phillip K. Wallace, Esq.
                  PHILLIP K. WALLACE, PLC
                  2027 Jefferson Street
                  Mandeville, LA 70448
                  Tel: (985) 624-2824
                  Fax: (985) 624-2823
                  E-mail: philkwall@aol.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 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/laeb11-10441.pdf

The petition was signed by Michael Byrd, member.


REVEILLE RESOURCES: Files for Chapter 11 in Houston
---------------------------------------------------
Reveille Resources (Texas) Inc. filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 11-31317) in Houston, Texas.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Reveille Resources specializes in recovering oil and
natural gas from mature fields in southern Texas.  Reveille has
leases on 15,500 acres and 36 producing wells, according to its
Web site.

In its bare-bones Chapter 11 petition, the Debtor estimated assets
and debt both exceed $10 million.


REVEILLE RESOURCES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Reveille Resources (Texas), Inc.
        13636 Breton Ridge, Suite B
        Houston, TX 77070

Bankruptcy Case No.: 11-31317

Chapter 11 Petition Date: February 15, 2011

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

Judge: Letitia Z. Paul

Debtor's Counsel: Matthew Scott Okin, Esq.
                  OKIN ADAMS & KILMER LLP
                  1113 Vine Street, Suite 201
                  Houston, TX 77002
                  Tel: (713) 228-4100
                  Fax: (888) 865-2118
                  E-mail: mokin@oakllp.com

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

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

The petition was signed by Keith A. Froebel, president.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Greehey & Company, Ltd.   Lawsuit                $550,000
506 Sandau, Suite 100
San Antonio, TX 78216

Key Energy Services       Trade Debt             $173,469
P.O. Box 201858
Dallas, TX 75320

J & R Valley Oilfield     Trade Debt             $122,722
Service
Box 310
Mission, TX 78573

Jones Gill LLP            Trade Debt             $86,762

Mission Vacuum &          Trade Debt             $85,424
Pump Truck

Atlas Tubular, LP         Trade Debt             $61,460

Delta Seaboard Well       Trade Debt             $58,793
Service Inc.

Rio Oilfield Supplies,    Trade Debt             $57,111
Inc.

Precision Energy          Trade Debt             $54,291
Services, Inc.

Triple J Oilfield         Trade Debt             $35,579
Services

Wood Group Pressure       Trade Debt             $33,976
Control

W B Supply Company        Trade Debt             $33,304

E & P Wireline            Trade Debt             $32,803
Services, LLC

Production Wireline       Trade Debt             $27,314
& Cased Hole Service

Robert Hommel             Trade Debt             $27,145
Construction, Inc.

Eddie Drilling Company,   Trade Debt             $25,975
LLC

CC American Oilfield      Trade Debt             $25,889

Warrior Supply, Inc.      Trade Debt             $25,546

ESP Petrochemicals,       Trade Debt             $25,260
Inc.

Coastal Bend Wellhead,    Trade Debt             $24,620
Inc.


ROCK-TENN COMPANY: Moody's Confirms 'Ba1' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service confirmed Rock-Tenn Company's Ba1
corporate family rating and the Ba2 ratings on the company's
existing senior notes.  Proceeds from a proposed $3.7 billion
senior secured credit facility will be used to fund, in part, the
acquisition of Smurfit-Stone Container Corporation (B2/Stable) and
retire the existing bank facilities at both companies.  The rating
confirmation concludes a review initiated on January 24, 2011,
following the company's announcement that it had signed a
definitive agreement to acquire SSCC for an announced purchase
price of $3.5 billion.  The acquisition is expected to close in
the second calendar quarter of 2011 and is subject to customary
closing conditions.  The rating outlook is stable and the
company's speculative liquidity rating has been lowered to SGL-2
from SGL-1.

The ratings confirmation is primarily supported by Rock Tenn's
strong operating performance, its good liquidity position and its
track record in integrating acquisitions and restoring credit
protection metrics in advance of promised targets.  In the short
term, with debt increasing by a greater proportion than cash flow,
credit protection metrics are expected to weaken.  However, credit
protection metrics at the current rating have some cushion to
absorb the increased leverage and Rock Tenn has pledged to
maintain adequate liquidity and to reduce debt within a relatively
short period of time.  Proforma Debt to EBITDA leverage is
expected to increase approximately one-and-one-half turns to about
4 times (including Moody's standard analytical adjustments) and
the company is expected to use the positive free cash flow it is
projected to generate over the next several quarters to pay down
debt.  While execution risks related to successfully integrating
the acquisition exist, Rock Tenn's good liquidity position
(estimated to be approximately $500 million at closing) and Rock
Tenn's successful integration of several recent acquisitions
partially mitigates some of the risks.

Rock Tenn's Ba1 corporate family rating reflects the company's
leading market position in corrugating and consumer paper
packaging and the expectation of continued good operating and
financial performance following the acquisition of SSCC.  The
benefits of the combined operating platform and the balanced fiber
sourcing between recycled and virgin fiber should improve Rock
Tenn's competitive market position, but these benefits are
partially offset by the resulting diminished financial flexibility
as the company generates weaker credit protection metrics over the
near term.  While income tax efficiencies and synergies are
expected to be realized, this may be offset in the near term by
the requirement to fund SCCC's unfunded pension liability and
investments required to optimize the older and less cost-efficient
containerboard mills.  In addition, continued upward pressure on
input costs such as recycled fiber, energy, and chemical costs,
during an anticipated flat pricing environment may impede the
speed in which the company is able to de-lever.

The stable ratings outlook reflects Moody's expectations that Rock
Tenn will successfully integrate SSCC and will be able to generate
acceptable leverage metrics over the next 12 - 18 months.

The SGL-2 liquidity rating indicates good liquidity supported
with approximately $500 million of availability through its new
$1.2 billion revolving credit facility (post acquisition of SSCC
and related financing) and Moody's expectations of approximately
$250 million of free cash flow over the next four quarters after
the acquisition closes.  Scheduled debt maturities include
$155 million of bonds which mature in August 2011.

Downgrades:

Issuer: Rock-Tenn Company

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-2 from
     SGL-1

Outlook Actions:

Issuer: Rock-Tenn Company

  -- Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Rock-Tenn Company

  -- Probability of Default Rating, Confirmed at Ba1
  -- Corporate Family Rating, Confirmed at Ba1
  -- Senior Secured Bank Credit Facility, Confirmed at Baa3
  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Ba2

Moody's last rating action was on January 24, 2011, when the
company ratings were put on review following the company's
announcement that it had signed a definitive agreement to acquire
SSCC.

Headquartered in Norcross, Georgia, Rock-Tenn Company is a
manufacturer of paperboard, containerboard and consumer and
corrugated packaging.  The company had net sales of approximately
$3 billion (last twelve months ending December 2010), and has
operating locations in the United States, Canada, Mexico, Chile
and Argentina.


ROUND TABLE: Court OKs Rejection of Contract With Rabo Capital
--------------------------------------------------------------
Round Table Pizza Inc., et al., sought and obtained authorization
from the Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for
the Northern District of California to reject the executory
contract with Rabo Capital Services, Inc.

Round Table sought a new credit facility that would support
further expansion, including a planned acquisition of more than 35
stores.  In February of 2007, Round Table closed a $65 million
credit facility jointly provided by General Electric Credit
Corporation and The Prudential Insurance Company of America,
providing it with the ability to fund further expansion.  The
credit facility provided for borrowings of up to $65 million
dollars.  About $21 million was drawn down at the outset to retire
existing secured debt.  An additional $7.4 million was drawn to
pay for company stores which were the subject of binding leases at
the time.  Finally, $1.5 million was drawn down in June of 2010 to
provide Round Table with liquidity.  Currently, the aggregate
outstanding indebtedness on the credit facility is approximately
$30 million dollars.

The credit facility imposes a floating interest rate, originally
set at 3.25% over LIBOR.  At inception, the lenders insisted that
Round Table hedge its potential exposure to an increase in the
LIBOR rate by obtaining an interest rate hedge contract from Rabo
Capital.  The LIBOR rate dropped substantially during the
intervening period (from more than 5% to less than 0.3%),
rendering the Interest Swap Agreement pointless.  For the last
quarter of 2010, the obligation to Rabo Capital on the interest
rate Interest Swap Agreement was $260,000.

The Great Recession followed shortly after the inception of the
credit facility, plans for growth were shelved, and actual 2010
revenue was only $112 million.  As a consequence, the contract
rates of principal repayment were not achievable.  Round Table
sought to negotiate modifications of its obligations under the
credit facility that would permit ongoing performance in this
changed economic environment, but was entirely unsuccessful.
Instead, through an August 31, 2010 Amendment, GECC/Prudential
increased the interest rate, and thereafter required a shift in
the base rate from LIBOR to prime.  Interest on the facility now
accrues at 6.8% over prime, or currently 10.05%.  By contrast,
interest at the rate originally contemplated by the credit
facility, 3.25% over LIBOR, would amount to less than 4 %.
Including the charge on the Rabo Capital Interest Swap Agreement,
the aggregate effective interest rate imposed on Round Table by
the credit facility is now 13.59%, far in excess of a market
interest rate.

The Interest Swap Agreement was designed to protect Round Table
from increases in the LIBOR interest rate above the rate in effect
in March of 2007 (5.2%).  The LIBOR rate is currently below 1%,
leaving the Interest Swap Agreement of no practical utility to
Round Table.

The terms of the Interest Swap Agreement provide that the filing
of a bankruptcy petition by Round Table constitutes an event
giving rise to early termination of the Interest Swap Agreement.

The Interest Swap Agreement was designed to protect Round Table
from increases in the LIBOR interest rate above the rate in effect
in March of 2007 (5.2%).  The LIBOR rate is currently below 0.3%,
leaving the Interest Swap Agreement of no practical utility to
Round Table.

The aggregate effective interest rate imposed on Round Table by
the credit facility including the Interest Swap Agreement is now
13.59%.  Round Table asserts that it would be in the best
interests of its creditors and estate to reject Interest Swap
Agreement with Rabo Capital, effective as of the Petition Date.
Under the terms of the Interest Swap Agreement, an event of
default includes Round Table's initiation of its Chapter 11
bankruptcy petition.  The Interest Swap Agreement also provides
that if an event of default occurs and continues with respect to a
party, the other party may terminate the Interest Swap Agreement.
According to the Debtors, an event of default has occurred under
the Interest Swap Agreement by Round Table's filing of the
bankruptcy petitions.

Rabo Capital is authorized under Interest Swap Agreement to
terminate the Interest Swap Agreement at its will.

                         About Round Table

Concord, California-based Round Table Pizza, Inc., a California
Corporation -- http://www.roundtablepizza.com/-- is a private,
100% employee-owned company with corporate offices based in
Concord, California.  Known for making "The Last Honest Pizza,"
Round Table has 355 franchised stores and 128 company-owned
stores.

Round Table filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-41431) on Feb. 9, 2011.  Scott H. McNutt,
Esq., at McNutt Law Group, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates Round Table Development Company (Bankr. N.D. Calif.
Case No. 11-41432), The Round Table Franchise Corporation (Bankr.
N.D. Calif. Case No. 11-41433), and Round Table Pizza Nevada LLC
(Bankr. N.D. Calif. Case No. 11-41434) filed separate Chapter 11
petitions.

The cases are jointly administered.


ROUND TABLE: Section 341(a) Meeting Scheduled for March 14
----------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Round
Table Pizza, Inc., et al.'s creditors on March 14, 2011, at 10:00
a.m.  The meeting will be held at the Office of the U.S. Trustee,
1301 Clay Street Room 680N, Oakland, CA 94612.

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

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

                      About Round Table Pizza

Concord, California-based Round Table Pizza, Inc., a California
Corporation -- http://www.roundtablepizza.com/-- is a private,
100% employee-owned company with corporate offices based in
Concord, California.  Known for making "The Last Honest Pizza,"
Round Table has 355 franchised stores and 128 company-owned
stores.

Round Table filed for Chapter 11 bankruptcy protection on
February 9, 2011 (Bankr. N.D. Calif. Case No. 11-41431).  Scott H.
McNutt, Esq., at McNutt Law Group, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.

Affiliates Round Table Development Company (Bankr. N.D. Calif.
Case No. 11-41432), The Round Table Franchise Corporation (Bankr.
N.D. Calif. Case No. 11-41433), and Round Table Pizza Nevada LLC
(Bankr. N.D. Calif. Case No. 11-41434) filed separate Chapter 11
petitions.

The cases are jointly administered.


ROUND TABLE: Has Access to Cash Collateral Until May 8
------------------------------------------------------
Round Table Pizza, Inc., et al., sought and obtained interim
authorization from the Hon. Roger L. Efremsky of the U.S.
Bankruptcy Court for the Northern District of California to use
the cash collateral until May 8, 2011.

General Electric Credit Corporation and The Prudential Insurance
Company of America assert that they hold duly perfected security
interests in substantially all of Round Table's assets, including
its cash, to secure an obligation of approximately $30 million.
The February 2007 GECC/Prudential credit facility provided for
borrowings of up to $65 million dollars.

The Debtors sought emergency interim relief to disburse
$1.2 million in the week ending Feb. 13, 2011, $2.4 million in the
week ending Feb. 20, 2011, and $2 million in the week ending
Feb. 27, 2011; during that three-week period, the Debtors project
that their net cash will increase by approximately $1 million.

Scott H. McNutt, Esq., at Mcnutt Law Group LLP, explained that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.

In exchange for using the cash collateral, the Lenders are granted
replacement liens against Round Table's postpetition assets with
the same nature, extent, validity and enforceability as their
prepetition liens, but solely to secure any diminution in the
value of its collateral.

GECC / Prudential enjoys a substantial equity cushion -- more than
$10 million -- which provides adequate protection for its
interests.

On or before 12:00 p.m. on Thursday, February 17, 2011, and on
each Wednesday, Round Table will deliver to the Lenders a
reconciliation showing actual disbursements as well as actual cash
receipts during the previous week compared with the amounts for
the week.

The Court has set a final hearing for Feb. 24, 2011, at 1:30 p.m.
on the Debtor's request to use cash collateral.

Prudential Insurance is represented by Bingham Mccutchen LLP.

General Electric is represented by Latham & Watkins LLP.

                      About Round Table Pizza

Concord, California-based Round Table Pizza, Inc., a California
Corporation -- http://www.roundtablepizza.com/-- is a private,
100% employee-owned company with corporate offices based in
Concord, California.  Known for making "The Last Honest Pizza,"
Round Table has 355 franchised stores and 128 company-owned
stores.

Round Table filed for Chapter 11 bankruptcy protection on
February 9, 2011 (Bankr. N.D. Calif. Case No. 11-41431).  Scott H.
McNutt, Esq., at McNutt Law Group, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.

Affiliates Round Table Development Company (Bankr. N.D. Calif.
Case No. 11-41432), The Round Table Franchise Corporation (Bankr.
N.D. Calif. Case No. 11-41433), and Round Table Pizza Nevada LLC
(Bankr. N.D. Calif. Case No. 11-41434) filed separate Chapter 11
petitions.

The cases are jointly administered.


SABRA DEFENCE: Files for Bankruptcy Following Criminal Charges
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Sabre Defence Industries
LLC, whose top officials face criminal charges alleging they
illegally imported and exported firearms, sought bankruptcy
protection.  According to DBR, the company filed its Chapter 11
petition with the U.S. Bankruptcy Court in Nashville, the same
district where its biggest customer -- the U.S. government -- sued
the company and five of its managers.

Sabre reported no more than $50,000 each in assets and debts in
the bare-bones bankruptcy filing, court papers show, the report
notes.

DBR relates that U.S. prosecutors filed a sealed criminal
indictment against Sabre and the managers on Jan. 13. In the 21-
count indictment, this was unsealed on Feb.

Headquartered in Nashville, Tenn., Sabre Defence Industries LLC is
a maker of semi-automatic, fully-automatic and assault rifles.


SAVVIS INC: S&P Assigns Corporate Credit Rating at 'B'
------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to IT service provider Savvis Inc.  The
rating outlook is stable.

S&P also assigned its 'B' issue-level rating to the company's
$625 million of secured credit facilities, which consist of a
$75 million revolving credit facility due 2014 and a $550 million
term loan B due 2016.  S&P assigned recovery ratings of '3' to the
debt, indicating prospects for meaningful (50%-70%) recovery of
principal in the event of payment default.

The stable outlook reflects adequate near-term liquidity and a
degree of revenue visibility, especially from the data center
colocation segment.  Savvis provides IT services -- primarily data
center colocation, hosting, and managed hosting services,
including security -- to enterprise customers.  Adjusted debt was
just under $1.1 billion at Sept. 30, 2010.

The company used the loan proceeds to tender for its $342 million
of convertible notes and for refinancing.

"The rating reflects what S&P considers the company's aggressive
leverage and prospects for limited near-term free cash flow
resulting from expansion-related capital expenditures," said
Standard & Poor's credit analyst Richard Siderman.  Another factor
is its vulnerable business risk profile, reflecting a high degree
of competition including from much larger and better capitalized
rivals and pricing pressure, particularly in the managed services
segment which comprises the majority of revenues.  Mitigating
factors include good underlying industry growth prospects for all
of Savvis' business segments from growing Internet traffic and a
trend toward IT outsourcing, satisfactory scale and reach, and
adequate near-term liquidity.

"S&P expects demand for hosting and managed services to be strong
for the foreseeable future," added Mr. Siderman, "reflecting
growth in Internet traffic and the shift to remotely provisioned
services such as software as a service and cloud computing, the
outsourcing of which can cut costs for enterprise customers."
Nevertheless, Savvis faces intense competition across all of its
service categories, including from many far larger and better
capitalized competitors.


SEAHAWK DRILLING: Can Use $28.5 Million Portion of DIP Loan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Seahawk Drilling Inc. has received interim authority
from the U.S. bankruptcy judge in Corpus Christi, Texas, to borrow
$28.5 million from an affiliate of DE Shaw & Co.

Mr. Rochelle relates that the initial draw on the loan will be
used to pay off the existing $18.15 million secured loan from
Natixis.  At a final hearing on Feb. 22, Seahawk aims to win
approval for $35 million in financing from DE Shaw.

Seahawk, based in Houston, already has an agreement to sell

                     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., serves
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.


SG RESOURCES: Moody's Withdraws 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has withdrawn all the ratings for SG
Resources Mississippi, L.L.C., following the company's sale to PAA
Natural Gas Storage, L.P., and the full repayment of all rated
debt.  The ratings withdrawn are the B1 Corporate Family Rating
and the B1 rated revolving credit facilities and Term Loan B.

SGRM is headquartered in Houston, Texas.


SGS INTERNATIONAL: Moody's Upgrades Corp. Family Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service has upgraded SGS International, Inc.'s
corporate family rating to B1 from B2 and the rating on its
$175 million senior subordinated notes to B2 from B3.  At the
same time, Moody's raised the speculative grade liquidity rating
to SGL-2 from SGL-4.  The rating outlook is stable.

These ratings were upgraded:

  -- Corporate family rating to B1 from B2;

  -- Probability of Default rating to B1 from B2; and

  -- $175 million senior subordinated notes due 2013 to B2 (LGD5,
     74%) from B3 (LGD5, 76%); and

  -- Speculative grade liquidity rating to SGL-2 from SGL-4.

These ratings were withdrawn following the execution of the
amended and restated credit agreement on October 25, 2010:

  -- $35 million first lien revolving credit facility due December
     2010 at Ba2 (LGD2, 21%);

  -- $39 million acquisitions loan facility due 2011 at Ba2 (LGD2,
     21%); and

  -- $83 million term loan facility due 2011 ($83 million
     outstanding) at Ba2 (LGD2, 21%).

Moody's has not assigned ratings to the new amended and extended
revolving credit facility and term loans maturing in October 2013.

                        Ratings Rationale

The upgrade of the CFR to B1 reflects SGS's meaningfully improved
financial leverage and earnings growth, coupled with the prospects
of improving macroeconomic conditions and continued free cash
generation and debt reduction in 2011.  The B1 rating reflects
SGS's conservative financial policies, strong interest coverage
metrics, solid margins and a good liquidity profile.  SGS's scale,
narrow product and geographic focus and limited growth expected
for the North American graphic services market are mitigating
factors at the B1 rating level.

The stable outlook reflects Moody's expectation that SGS will
operate with leverage, adjusted to include operating leases, below
3.5x in 2011.  Pricing pressures and increased operating costs may
weigh on margins in 2011; however, Moody's does not anticipate
these trends to materially weaken cash flows or SGS's liquidity
profile.  Debt-financed shareholder friendly activities are not
contemplated in the context of the B1 rating or stable outlook.

The upgrade of the speculative grade liquidity rating to SGL-2
from SGL-4 reflects SGS's execution of the amended and extended
credit agreement in October 2010 combined with its fourth quarter
debt reduction.  Terms of the new facility have extended
maturities for the first lien revolver and majority of term loans
to October 2013 and increased the revolver size to $40 million
from $35 million.  Further, the SGL-2 rating reflects Moody's
expectation that free cash will be applied to a combination of
bolt-on acquisitions and debt reduction.  Moody's expects SGS to
maintain covenant compliance throughout 2011.

SGS is viewed as well positioned in the rating category.  The
company's relatively small size, focus on the niche end markets
and ongoing pricing pressure are viewed as a meaningful hurdle to
an upgrade over the intermediate term.  Ratings pressure would
likely arise if SGS were to engage in debt financed shareholder
friendly activities or acquisitions that resulted in debt-to-
EBITDA, adjusted to include operating leases, approaching 4.5x.
Further, FCF-to-debt metrics falling below 5% due to either
incremental debt or reduced cash flows could have negative rating
implications.

The last rating action on SGS was the September 20, 2010 change in
rating outlook to stable from negative.

SGS, headquartered in Louisville, Kentucky, is a global leader in
the digital imaging and communication industry, offering design-
to-print graphic services to the international consumer products
packaging market.  The Company offers a full spectrum of digital
solutions that streamline the capture, management, execution and
distribution of graphics information.  Sales for the twelve months
ending September 30, 2010, were $349 million.


SHIVAM BEACH: Owes $7.7MM on GECC First Mortgage Loan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Shivam Beach LLC, the owner of an 82-room Holiday Inn
Express on Beach Boulevard in Jacksonville, Florida, owes
$7.7 million on a first mortgage with General Electric Capital
Corp.  The U.S. Small Business Administration is owed $1.9 million
on a second mortgage.

According to Mr. Rochelle, the property is predicted to generate
an average of $213,600 a month in revenue, according to a court
filing.  During the next year, the predicted monthly net operating
income before debt service is $35,100.

Shivam Beach, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 11-00712) on Feb. 4, 2011.  Buddy D. Ford, Esq., at Buddy
D. Ford, P.A., serves as counsel to the Debtor.  In its schedules,
the Debtor disclosed $7,412,334 in assets and $11,235,934 in
debts.


SIENICA TRAIL: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sienica Trail Manors LLC
        15456 Ventura Boulevard, Suite 302
        Sherman Oaks, CA 91403

Bankruptcy Case No.: 11-11910

Chapter 11 Petition Date: February 15, 2011

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Simon J. Dunstan, Esq.
                  HUGHES & DUNSTAN LLP
                  21650 Oxnard Street, Suite 1960
                  Woodland Hills, CA 91367
                  Tel: (818) 715-9558
                  Fax: (818) 715-9559
                  E-mail: sdunstan@hughesanddunstan.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 18 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb11-11910.pdf

The petition was signed by Lachman Singh, manager.


SINCLAIR BROADCAST: Reports $32.96-Mil. Profit in 4th Quarter
-------------------------------------------------------------
Sinclair Broadcast Group, Inc. announced financial results for the
three months and twelve months ended Dec. 31, 2010.  The Company
reported net income of  $32.96 million on $225.56 million of total
revenue for the three months ended December 31, 2010, compared
with a net loss of $69.57 million on $183.34 million of total
revenue for the same period a year ago.

The Company also reported net income of $75.05 million on
$767.19 million of total revenue for the twelve months ended
Dec. 31, 2010, compared with a net loss of $138.03 million on
$656.48 million of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $1.48 billion
in total assets, $1.64 billion in total liabilities and $157.08
million in total stockholders' deficit.

"2010 ended on an even stronger note than originally anticipated
with record levels of political advertising helping to drive net
broadcast revenues up 23.5% in the quarter," commented David
Smith, President and CEO of Sinclair.  "For the year, excluding
political, revenues from our core television business finished up
12.0% led by the automotive recovery.  We expect to see continued
improvement in our core advertising, driving our top-line in 2011.
Based on the strength of the business and the cash flow generated,
we made a special $0.43 per share cash dividend distribution to
our shareholders in the fourth quarter of 2010, and for 2011 are
permitted under our Bank Credit Agreement to return up to $40
million in dividends and/or share repurchases to our shareholders.
I am pleased to report that due to our optimistic 2011 outlook and
confidence in the economy longer-term, our Board of Directors has
reinstated our dividend policy and declared a regular quarterly
dividend in the amount of $0.12 per share, beginning with the
payment date of March 15, 2011."

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

              http://ResearchArchives.com/t/s?7362

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

                           *     *     *

Sinclair Broadcast has a 'B1' corporate family rating from
Moody's.  It has a 'B+' corporate credit rating from Standard &
Poor's Ratings Services.

"The CFR continues to reflect still high financial risk,
nonetheless, and the inherent cyclicality of the broadcast
television business, among other factors," Moody's said in August
2010.

"The 'B+' rating reflects S&P's expectation that Sinclair will be
able to reduce its leverage further by the end of 2010 through
revenue and EBITDA growth and lower debt balances," explained
Standard & Poor's credit analyst Deborah Kinzer in August.

Moody's Investors Service raised its ratings for Sinclair
Broadcast Group, Inc., and subsidiary Sinclair Television Group,
Inc., including the Corporate Family Rating and Probability-of-
Default Rating, each to Ba3 from B1, and the ratings for
individual debt instruments, concluding its review for possible
upgrade as initiated on August 5, 2010.  Moody's also assigned a
B2 (LGD 5, 87%) rating to the proposed $250 million issuance of
Senior Unsecured Notes due 2018 by STG.  The Speculative Grade
Liquidity Rating remains unchanged at SGL-2.  The rating outlook
is now stable.


STARR INVESTMENT: Files for Chapter 7 in New York
-------------------------------------------------
Starr Investment Advisors LLC and Starr & Co., the former
businesses of money manager Kenneth I. Starr who pleaded guilty to
fraud in September, filed for Chapter 7 bankruptcy on Feb. 17 in
New York, Tiffany Kary at Bloomberg News reports.

Starr & Co., in its Chapter 7 petition (Bankr. S.D.N.Y. Case No.
11-10637), listed debt of $3.15 million and assets of $154,466.
Starr Investment Advisors has less than $23,000 in assets versus
$3.1 million in debts.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports that Mr. Starr is awaiting sentencing next month on one
count of money laundering.  In a plea agreement struck last year,
Mr. Starr pleaded guilty to the charge, which carries a maximum
sentence of more than 12 years' imprisonment.

According to Bloomberg News, Mr. Starr reached a restitution
agreement with the U.S. Government Feb. 16, his lawyer said in a
letter to a federal judge.  The amount to be repaid to victims
wasn't specified in the letter.  They agreed for sentencing
purposes, that the amount lost in the fraud was $20 million to $50
million.  Mr. Starr faces a prison term of 10 years and one month
to 12 years and seven months when he's sentenced March 2.

The Wall Street Journal has reported that Mr. Starr's lawyer is
seeking a more lenient sentence of five years for his 67-year-old
client.

DBR notes Mr. Starr himself -- not the prosecutor in the
Whitewater investigation -- faces an involuntary Chapter 7
bankruptcy petition, which court papers show several creditors
filed against him in January 2011.

On May 27, 2010, the Securities and Exchange Commission commenced
an action styled SEC v. Kenneth Ira Starr, et al. (10-civ-4270-
SHS) in the United States District Court for the Southern District
of New York against defendants Kenneth Starr, Starr Investment
Advisors, LLC, and Starr & Company, LLC and relief defendants
Diane Passage and Colcave, LLC.  The SEC action seeks to halt an
alleged fraudulent scheme by the Defendants and asserts claims
against the Defendants for violations of the Investment Advisers
Acts of 1940.  On June 7, 2010, the court appointed Aurora
Cassirer, Esq. as the temporary receiver (the Receiver) for the
estates of Starr Investment Advisors, LLC, Starr & Company, LLC
and Colcave, LLC.  On July 8, 2010, the court appointed Aurora
Cassirer, Esq. as the permanent Receiver.

The Receiver may be reached at:

          Aurora Cassirer
          TROUTMAN SANDERS LLP
          The Chrysler Building
          405 Lexington Avenue
          New York, NY 10174
          E-mail: aurora.cassirer@kennethstarrreceivership.com

Ms. Cassierer authorized Thursday's bankruptcy filings.

DBR also relates the receiver has already brought several lawsuits
seeking to recover funds.  Dow Jones Newswires reported that Ms.
Cassierer sued Martin Scorsese seeking about $600,000 that the
film director allegedly owed Mr. Starr's companies.  The Journal
also reported that the receiver in October sued Mr. Starr himself
in a New York state court seeking $35 million for breach of
fiduciary duties to the two companies now under bankruptcy
protection.

Mr. Starr's celebrity clients included Sylvester Stallone and
Wesley Snipes.  He was originally accused of defrauding at least
11 of them, including heiress Rachel "Bunny" Mellon, out of
$59 million.


SUMMIT BUSINESS: Gets $2.5-Mil. of Financing on Interim
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Summit Business Media Holding Company and its affiliates to access
postpetition secured financing from a syndicate of lenders led by
Bank of Montreal, Chicago Branch, administrative agent, and use
cash collateral, an on interim basis.

A hearing is set March 1, 2011, at 11:00 a.m., to consider final
approval of the Debtors' request.

According to the Troubled Company Reporter on Jan. 28, 2011,
the DIP lenders have committed to provide up to $2.5 million upon
the entry of an interim court order, and $5 million upon the entry
of a final court order.  A copy of the DIP financing agreement is
available for free at:

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

Kimberly E. C. Lawson, Esq., Reed Smith LLP, explains that the
Debtors need the money to fund their chapter 11 case, pay
suppliers and other parties.

The DIP facility will mature (i) 12 months from the Petition Date;
(ii) 30 days after the date on which a court order confirming a
plan of reorganization is entered by the Court; (iii) the
effective date of a plan of reorganization for the Debtors;
(iv) 60 days after the date of the interim court order, if the
final court order isn't entered within the 60-day period; and
(v) the occurrence and continuation of any Event of Default and
either (x) the declaration of all or any portion of the DIP Loans
to be immediately due and payable or (y) the giving of notice by
the DIP Agent, acting at the direction of the Required Lenders, to
the Debtor that the commitments have been terminated.

The Debtor may elect that DIP Loans comprising a borrowing accrue
interest at a rate per annum equal to: (a) the Alternate Base Rate
plus 6.75% or (b) the LIBOR Rate plus 8.00%.  The LIBOR Rate has a
floor of 2% per annum.  Interest is payable on a monthly basis in
arrears.  During the continuance of any Event of Default, the
Debtor will pay on the amounts at a rate per annum equal to,
(a) in the case of DIP loans, the rate that would otherwise be
applicable to the DIP loans plus 2.00% or (b) in the case of other
monetary obligations, the rate that would otherwise be applicable
to Base Rate Loans plus 2.00%.

The Liens granted to the DIP Agent, for the benefit of the Secured
Parties, will have the senior secured status.  The Postpetition
Obligations will constitute superpriority administrative expense
claims in each of the cases.  No other claim having a priority
superior or pari passu to that granted to the Postpetition
Obligations will be granted or approved.

The DIP lien is subject to a $425,000 carve-out for U.S. Trustee
and Clerk of Court fees, fees payable to professional employed in
the Debtors' case; and fees of the committee in pursuing actions
challenging the DIP Lenders' lien.

The Debtors are required to pay a non-refundable fee to the DIP
Agent for the ratable account of the DIP Lenders (other than, with
respect to any payment of the Commitment Fee, any DIP Lender that
is a Defaulting Lender on the Monthly Payment Date that payment is
due) on the daily average undrawn amount of the Commitment Amount
(other than any portion thereof held by any Defaulting Lender) at
a rate equal to 1.00% per annum.

The Debtor will pay to the DIP Agent, for the ratable benefit of
the DIP Lenders, a non-refundable upfront fee equal to 2.50% of
the original aggregate Commitment Amount, which will be earned and
due and payable at the time of closing.

The Debtor will pay an exit fee to the DIP Agent, for the ratable
benefit of the DIP Lenders, in an amount equal to 2.00% of the
original aggregate amount of the DIP Facility (other than any
portion thereof held by a Defaulting Lender that is not entitled
to such exit fee) which will be payable in cash on the earlier to
occur of (i) the DIP Facility Termination Date, and (ii) the date
on which the DIP Loans will be paid in full.

The Debtor agrees to pay to the DIP Agent, for its own account,
the fees in the amounts and on the dates set forth in the
Administrative Agent Fee Letter.

The DIP Agent and the DIP Lenders will be granted a superpriority
administrative claim over any and all administrative claims.

As collateral for the DIP Loans and security for the full and
timely payment and performance of all Postpetition Obligations
when due, the DIP Agent, for the benefit of the DIP Lenders, is
granted (i) a perfected first priority lien on all assets of the
Debtors that are unencumbered as of the commencement of the cases
and all proceeds therefrom; (ii) a perfected lien on all other
assets of the Debtors, junior only to the valid, perfected and
non-avoidable Liens on the assets as of the Petition Date and to
valid liens in existence at the time of commencement that are
perfected subsequent to the commencement and all proceeds
therefrom; (iii) a perfected senior priming lien on all of the
Debtors' assets that are subject to the Liens of (A) the Pre-
petition First Lien Agent and the Existing First Lien Secured
Parties under the Prepetition First Lien Credit Agreement and
(B) the Prepetition Second Lien Agent and the Existing Second Lien
Lenders under the Prepetition Second Lien Credit Agreement,
subject only to any valid, perfected and non-avoidable Liens held
by parties other than the Existing First Lien Secured Parties and
the Existing Second Lien Lenders; and (iv) a claim and liens on
any prepetition and postpetition improvements.

                        Cash Collateral Use

The Debtors also want to use cash collateral in which the Existing
First Lien Secured Parties and the Existing Second Lien Lenders
have an interest.

The Debtors entered with Bank of Montreal, Chicago Branch, as
administrative agent and as lender, and with those other first
lien lenders that certain Amended and Restated First Lien Credit
Agreement dated as of July 6, 2007, as amended from time to time.
The Debtors also entered with Ares Capital Corporation, as
administrative agent, and as lender, and with those other second
lien lenders that certain the Amended and Restated Second Lien
Credit Agreement dated July 6, 2007, as amended from time to time.

As of the Petition Date, the Debtors collectively had unpaid pre-
petition debt and general unsecured claims in an aggregate amount
of approximately $252 million.  As of the Petition Date, the
Debtors had incurred other unsecured claims in an estimated
aggregate amount of $8,150,000.

In exchange for the use of cash collateral, the First Lien Lenders
are granted liens on all DIP collateral.  They are also granted
allowed, superpriority administrative claims.

In exchange for the use of cash collateral, the Second Lien
Lenders are granted adequate protection liens on all DIP
collateral junior in all respects to the postpetition liens, First
Lien Lenders' adequate protection liens, and First Lien Lenders'
prepetition liens.  As additional adequate protection, the Second
Lien Lenders are also granted allowed, superpriority
administrative claims.

                    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.


TAE OH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Joint Debtors: Tae S Oh
               Jang Y Oh
               10305 Browns Mill Rd.
               Vienna, VA 22182

Bankruptcy Case No.: 11-11063

Chapter 11 Petition Date: February 15, 2011

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

Judge: Stephen S. Mitchell

Debtor's Counsel: Donald Park, Esq.
                  SHIN LAW GROUP, LLC
                  7702 Leesburg Pike #400
                  Falls Church, VA 22043
                  Tel: (571) 405-6540
                  Fax: (571) 405-6543
                  E-mail: dpark13317@msn.com

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

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

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb11-11063.pdf


TC GLOBAL: Incurs $1.03-Mil. Net Loss in 13 Weeks Ended Dec. 26
---------------------------------------------------------------
TC Global, Inc., filed its quarterly report with the U.S.
Securities and Exchange Commission.  The Company reported a net
loss of $1.03 million on $9.13 million of net sales for the
thirteen weeks ended Dec. 26, 2010, compared with a net loss of
$1.46 million on $8.97 million of net sales for the 13 weeks ended
Dec. 27, 2009.

The Company's balance sheet at Dec. 26, 2010 showed $9.38 million
in total assets, $16.23 million in total liabilities and
$6.85 million in total stockholders' deficit.

The Company said that its retail and specialty businesses have
incurred significant operating expenses and losses.  As the
Company continues to operate its business, it expects these losses
to continue.  Based on the Company's current projections, if sales
volumes do not meet its expectations of sustained increases during
the fourth quarter of Fiscal 2011 the Company not have sufficient
resources to cover its working capital and capital expenditure
requirements and, without additional sources of capital, by mid-
summer 2011 there could be substantial doubt that the Company will
be able to continue as a going concern.

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

              http://ResearchArchives.com/t/s?7328

                          About TC Global

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.
TC Global also has the rights to distribute Tully's coffee through
all wholesale channels internationally, outside of North America,
the Caribbean and Japan.


TERRESTAR CORP: Files for Chapter 11 Protection
-----------------------------------------------
TerreStar Corporation and TerreStar Holdings, Inc. filed voluntary
Chapter 11 petitions to the U.S. Bankruptcy Court for the Southern
District of New York on February 16, 2011.

TSC's Chapter 11 filing joins bankruptcy proceedings of its
principal operating subsidiary, TerreStar Networks Inc. and 12
other affiliates, which filed for bankruptcy protection on October
19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
recently sought that its cases be jointly administered with the
cases of the October Debtors -- except for TerreStar Networks
(Canada) Inc., TerreStar Networks Holdings (Canada) Inc. and
0887729 B.C. Ltd. -- under the caption In re TerreStar
Corporation, et al., Case No. 11-10612(SHL).

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a 1.4 GHz terrestrial spectrum pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc. through its
wholly-owned subsidiary Debtor Motient Ventures Holdings Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TSN developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system however
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding,
thus, forcing TSN to seek bankruptcy protection in October 2010.

With TSN producing little revenue, TSC's only source of income
came from payments from spectrum leases, which became insufficient
to meet its financial obligations.

According to TSC President and CEO Jeffrey W. Epstein, it was
contemplated that the Parent would also file for bankruptcy back
in October, but the Preferred Shareholders requested that the
Parent to refrain from filing for Chapter 11 while they worked on
the terms of a consensual restructuring.  As part of consensual
negotiations, the Company's Preferred Shareholders agreed to
provide the TSC Debtors with a bridge loan until a consensual
restructuring could be achieved.  However, despite the best
efforts of all parties, the TSC Debtors and the Preferred
Shareholders were unable to reach agreement regarding postpetition
financing.  The TSC Debtors turned to Colbeck Capital Management
LCC to procure DIP financing.

Subsequent to the Colbeck negotiations, Solus Alternative Asset
Management L.P. one of the Bridge Lenders/Preferred Shareholders,
offered to provide TSC with a DIP that TSC believes is materially
better.  The Solus offer has a lower rate of interest, provides
for multiple draws, and does not require the payment of a make-
whole in the event TSC is able to exit Chapter 11 in less than 12
months, Mr. Epstein notes.  TSC executed a DIP commitment with
Solus on February 2, 2011.

Shortly after the Commitment Letter was executed, it became
apparent that additional funds would be needed to allow TSC to
revise pleadings and proceed with the DIP facility contemplated by
the Commitment Letter.  Accordingly, on February 4, 2011, the
Bridge Loan was amended to provide for an additional $1,631,578.
In connection with the amendment to the Bridge Loan, the parties
agreed to reduce the amount committed under the Commitment Letter
by $1,631,578.

Accordingly, TSC commenced bankruptcy proceedings on February 16,
2011, to facilitate the reorganization of its capital structure
and that of its affiliates.

Contemporaneously with the bankruptcy petitions, the TSC Debtors
seek to ensure the continuation of their operations without
interruption and are seeking authorization to obtain a $15 million
postpetition DIP financing facility from Solus for additional
liquidity.

As of December 31, 2010, TSC reported assets totaling $184,708,260
and debts totaling $494,506,694.

As of January 27, 2011, TSC has 143,348,942 shares of common stock
outstanding and 1,608,502 shares of preferred stock outstanding.

As of January 28, 2011, these persons own, control or hold, with
power to vote, five percent or more of the voting securities of
TSC:

                            No. of Shares               Percent
   Name                     Beneficially Owned          of Class
   ----                     ------------------          --------
Charles Schwab & Co., Inc., is noted to have a 23.7% equity stake,
J.P. Morgan Clearing Corp. has a 18.0% stake, and Goldman Sachs &
Co. has an 11.5% stake, in TSC's common stock.

                EB Has $25.8 Mil. in Receivables

Elektrobit Corporation says that as of Feb. 2011, its outstanding
receivables from TerreStar Networks amounted to approximately
US$25.8 million (EUR19.1 million as per exchange rate of Feb. 15,
2011).

EB announced on November 20, 2010 that it had initiated legal
proceedings against TerreStar to claim repayment of its
receivables from TerreStar.  The claim is partly based on a
guarantee issued by TerreStar of EB's accounts receivables from
TerreStar Networks and partly based on TerreStar's direct
contractual obligations towards EB.  The legal proceedings brought
by EB against TerreStar in order to collect the amounts owed to EB
have now been stayed pursuant to United States bankruptcy law. It
is EB's understanding that EB can assert the claim in the
reorganization case now commenced.

In the given timeframe it has not been possible to thoroughly
examine TerreStar's court filings.  Potential implications on
collecting the amounts owed to EB and on EB's profit, financial
position and outlook will be announced later when a reasoned
analysis can be made.

                    EB, Elektrobit Corporation

EB -- http://www.elektrobit.com/-- creates advanced technology
and turns it into enriching end-user experiences.  EB is
specialized in demanding embedded software and hardware solutions
for wireless and automotive industries.  The net sales for the
year 2010 totaled MEUR 161.8. Elektrobit Corporation is listed on
NASDAQ OMX Helsinki.


TERRESTAR CORP: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: TerreStar Corporation
          fka Motient Corporation
        12010 Sunset Hills Road, 6th Floor
        Reston, VA 20190

Bankruptcy Case No.: 11-10612

Affiliate that simultaneously filed for Chapter 11 protection:

     Debtor                                Case No.
     ------                                --------
TerreStar Holdings Inc.                    11-10613

Chapter 11 Petition Date: February 16, 2011

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

Judge: Sean H. Lane

Debtors' Counsel: Ira S. Dizengoff, Esq.
                  AKIN, GUMP, STRAUSS, HAUER & FELD, LLP
                  One Bryant Park
                  New York, NY 10036
                  Tel: (212) 872-1000
                  Fax: (212) 872-1002
                  E-mail: idizengoff@akingump.com

Debtors'
Claims and
Notice Agent:     Garden City Group

TerreStar Corp's
Estimated Assets: $100,000,001 to $500,000,000

TerreStar Corp's
Estimated Debts: $100,000,001 to $500,000,000

The petitions were signed by Douglas Brandon, secretary and
general counsel.

These debtors' chapter 11 cases, commenced Oct. 19, 2010, formerly
jointly administered under the Chapter 11 Case of TerreStar
Networks, Inc., Case No. 10-15446 (SHL) will now instead be
jointly administered under the Chapter 11 Case of, TerreStar
Corporation, Case No. 11-10612 (SHL):

     Debtor                                Case No.
     ------                                --------
TerreStar New York Inc.                    10-15445
Motient Communications Inc.                10-15452
Motient Holdings Inc.                      10-15453
Motient License Inc.                       10-15454
Motient Services Inc.                      10-15455
Motient Ventures Holding Inc.              10-15458
MVH Holdings Inc.                          10-15462

Terrestar Corp.'s List of Eight Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Elektrobit Inc                     Litigation          $25,753,554
22745 29th Drive SE, Suite 200
Bothell, WA 98021

Van Vlissingen And Co              Leases                 $444,210
300 Knightsbridge Operating Co
One Overlook Point, #100
Lincolnshire, IL 60069

Jefferies & Company, Inc           Trade Payable          $350,000
520 Madison Avenue
New York, NY 10022

Mehlman Capitol                    Trade Payable           $70,000

Morgan Stanley Smith Barney LLC    Trade Payable           $13,823

Comed                              Trade Payable              $866

Iron Mountain Records Management   Trade Payable              $591

R4 Services LLC                    Trade Payable               $76


TERRESTAR NETWORKS: Drops Ch. 11 Plan; Parent Opens Separate Case
-----------------------------------------------------------------
TerreStar Corporation and TerreStar Holdings, Inc. filed voluntary
Chapter 11 petitions to the U.S. Bankruptcy Court for the Southern
District of New York on February 16, 2011.

TSC's Chapter 11 filing joins bankruptcy proceedings of its
principal operating subsidiary, TerreStar Networks Inc. and 12
other affiliates, which filed for bankruptcy protection on October
19, 2010.  The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors.  TSC has
recently sought that its cases be jointly administered with the
cases of the October Debtors -- except for TerreStar Networks
(Canada) Inc., TerreStar Networks Holdings (Canada) Inc. and
0887729 B.C. Ltd. -- under the caption In re TerreStar
Corporation, et al., Case No. 11-10612(SHL).

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a 1.4 GHz terrestrial spectrum pursuant to 64 licenses issued by
the Federal Communication Commission.  TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc. through its
wholly-owned subsidiary Debtor Motient Ventures Holdings Inc.,
which operates a separate and distinct mobile communications
business.  TerreStar Holdings is a Delaware corporation that
directly holds 100% of the interests in 1.4 Holdings LLC.

TSN developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones.  The system however
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue.  TSN's available cash
and borrowing capacity were insufficient to cover its funding,
thus, forcing TSN to seek bankruptcy protection in October 2010.

With TSN producing little revenue, TSC's only source of income
came from payments from spectrum leases, which became insufficient
to meet its financial obligations.

According to TSC President and CEO Jeffrey W. Epstein, it was
contemplated that the Parent would also file for bankruptcy back
in October, but the Preferred Shareholders requested that the
Parent to refrain from filing for Chapter 11 while they worked on
the terms of a consensual restructuring.  As part of consensual
negotiations, the Company's Preferred Shareholders agreed to
provide the TSC Debtors with a bridge loan until a consensual
restructuring could be achieved.  However, despite the best
efforts of all parties, the TSC Debtors and the Preferred
Shareholders were unable to reach agreement regarding postpetition
financing.  The TSC Debtors turned to Colbeck Capital Management
LCC to procure DIP financing.

Subsequent to the Colbeck negotiations, Solus Alternative Asset
Management L.P. one of the Bridge Lenders/Preferred Shareholders,
offered to provide TSC with a DIP that TSC believes is materially
better.  The Solus offer has a lower rate of interest, provides
for multiple draws, and does not require the payment of a make-
whole in the event TSC is able to exit Chapter 11 in less than 12
months, Mr. Epstein notes.  TSC executed a DIP commitment with
Solus on February 2, 2011.

Shortly after the Commitment Letter was executed, it became
apparent that additional funds would be needed to allow TSC to
revise pleadings and proceed with the DIP facility contemplated by
the Commitment Letter.  Accordingly, on February 4, 2011, the
Bridge Loan was amended to provide for an additional $1,631,578.
In connection with the amendment to the Bridge Loan, the parties
agreed to reduce the amount committed under the Commitment Letter
by $1,631,578.

Accordingly, TSC commenced bankruptcy proceedings on February 16,
2011, to facilitate the reorganization of its capital structure
and that of its affiliates.

Contemporaneously with the bankruptcy petitions, the TSC Debtors
seek to ensure the continuation of their operations without
interruption and are seeking authorization to obtain a $15 million
postpetition DIP financing facility from Solus for additional
liquidity.

As of December 31, 2010, TSC reported assets totaling $184,708,260
and debts totaling $494,506,694.

As of January 27, 2011, TSC has 143,348,942 shares of common stock
outstanding and 1,608,502 shares of preferred stock outstanding.

As of January 28, 2011, these persons own, control or hold, with
power to vote, five percent or more of the voting securities of
TSC:

                            No. of Shares               Percent
   Name                     Beneficially Owned          of Class
   ----                     ------------------          --------
Charles Schwab & Co., Inc., is noted to have a 23.7% equity stake,
J.P. Morgan Clearing Corp. has a 18.0% stake, and Goldman Sachs &
Co. has an 11.5% stake, in TSC's common stock.


TERRESTAR NETWORKS: Updated Chapter 11 Case Summary
---------------------------------------------------
Debtor: TerreStar Networks Inc.
        12010 Sunset Hills Road
        6th Floor
        Reston, VA 20190

Bankruptcy Case No.: 10-15446

Debtor-affiliates that simultaneously filed Chapter 11 petitions
and jointly administered with TerreStar Networks Inc.:

     Debtor                                Case No.
     ------                                --------
TerreStar Networks Holdings (Canada) Inc.  10-15447
TerreStar Networks (Canada) Inc.           10-15449
0887729 B.C. Ltd.                          10-15450
TerreStar License Inc.                     10-15463
TerreStar National Services Inc.           10-15464

Chapter 11 Petition Date: October 19, 2010

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

Bankruptcy Judge: Sean H. Lane

Debtor's
Counsel       : Ira S. Dizengoff, Esq.
                Akin, Gump, Strauss, Hauer & Feld, LLP
                One Bryant Park
                New York, NY 10036
                Tel: (212) 872-1000
                Fax: (212) 872-1002
                Email: idizengoff@akingump.com

Debtor's
General
Canadian
Counsel       : FRASER MILNER CASGRAIN LLP

Debtor's
Information
Officer       : DELOITTE & TOUCHE INC.

Debtor's
Investment
Banker and
Financial
Advisor      : BLACKSTONE ADVISORY PARTNERS L.P.

Debtor's
Claims
Agent        : THE GARDEN CITY GROUP, INC.

Estimated Assets: More than $1 billion

Estimated Debts : More than $1 billion

The petition was signed by Jeffrey Epstein, president and CEO.

TerreStar Networks' List of 30 Largest Unsecured Creditors:

Entity/Person                     Nature of Claim   Claim Amount
-------------                     ---------------   ------------
U.S. Bank National Association    Noteholder Claim  $178,578,322
60 Livingston Avenue
St. Paul, MN 55107-1419

Space Systems/Loral Inc.          Vendor             $35,647,804
3825 Fabian Way
Palo Alto, CA
94303-4604

Elektrobit, Inc.                  Vendor             $25,659,839
22745 29th Drive
SE SUI, Suite 200
Bothell, WA
98201

Hughes Networks Systems LLC       Vendor              $4,513,861

Infineon Technologies AG          Vendor              $2,937,180

Qualcomm                          Vendor              $2,280,850

Comneon GMBH                      Vendor              $1,686,271

ATC Technologies                  Vendor              $1,381,197

Nokia Siemens Network             Vendor              $1,000,008

Alcatel-Lucent                    Vendor                $990,000

Van Vlissingen and Co.            Vendor                $444,210

Jefferies & Company, Inc.         Vendor                $350,000

RKF Engineering, LLC              Vendor                $277,792

Data Sales Co., Inc.              Vendor                $242,177

Telx-Dallas LLC                   Vendor                $106,059

Databank Holdings                 Vendor                 $81,159

Intrado, Inc.                     Vendor                 $62,500

Shaffer, Wilson, Sarver,          Vendor                 $34,322
& Gray

Telesat Canada                    Vendor                 $28,504

Sonoran Systems, Inc.             Vendor                 $19,200

John Gilsenan                     Vendor                 $16,139

BCI Northwood Flex, LLC           Vendor                 $15,634

Ruder Finn                        Vendor                 $10,000

Neustar                           Vendor                  $9,995

Forum Financial Service           Vendor                  $7,421

Thomson Reuters                   Vendor                  $5,475

Oxford Global Resource            Vendor                  $4,200

Telus                             Vendor                  $3,325

Bell Canada                       Vendor                  $1,795

RE&M Solutions, Inc.              Vendor                  $1,168


TERRESTAR NETWORKS: Proposes Key Employee Incentive Plan
--------------------------------------------------------
TerreStar Networks, Inc., and five of its debtor affiliates ask
the United States Bankruptcy Court for the Southern District of
New York to approve a key employee incentive plan designed to
govern the incentive compensation available to certain
management-level employees for the duration of their Chapter 11
cases.

With the goal of incentivizing the performance of their
management team, the TSN Debtors have reviewed and propose to
revise their prepetition compensation and incentive program, Ira
S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New
York, relates.

"[T]he TSN Debtors recognize that the need for a competitive
incentive plan is even more pressing now that the[y] are
operating under Chapter 11 and management is tasked with its
greatest challenge yet:  steering the business through a court-
supervised reorganization which includes simultaneous plan and
sale processes and the attendant [Federal Communications
Commission] approval process that must be completed in order for
any restructuring transaction to become effective," Mr. Dizengoff
says.

Accordingly, the TSN Debtors developed the KEIP to replace the
Prepetition Compensation and Incentive Program with a competitive
incentive program that is designed to motivate the members of the
TSN Debtors' management and align their incentives with those of
the TSN Debtors' stakeholders, Mr. Dizengoff avers.

The KEIP consists of two potential but exclusive methods of
receiving compensation:

  (1) The restructuring management incentive plan, and

  (2) An incentive bonus plan, which is dependent upon the
      consummation of a transaction regarding substantially all
      of the TSN Debtors' assets.

Participating employees will only be eligible to receive
incentive compensation under the MIP or the SIP, but not both,
depending upon the outcome of the restructuring.

                             The MIP

The proposed MIP will be cash-settled and available to five key
executive employees as well as 10 key senior management level
employees determined at the discretion of the CEO.  The Senior
Employees consist of executives whose roles in the company are
integral to maintaining and overseeing the daily business
operations, including the sales, technology software and
satellite systems.  The Senior Employees have titles no higher
than senior vice president and none of the Senior Employees will
receive an individual MIP incentive payment
award greater than $115,000.

The metric upon which the proposed MIP is based is the TSN
Debtors' compliance with a maximum cumulative disbursements
metric:

                                  Total Maximum
                              Cumulative Disbursements
          Month                  Since Petition Date
          -----               ------------------------
          February 2011            $23.92 million
          March 2011               $27.71 million
          April 2011               $32.90 million
          May 2011                 $36.83 million
          June 2011                $45.07 million
          July 2011                $49.37 million
          August 2011              $53.47 million
          September 2011           $58.20 million

The relevant metric for the MIP is based upon the TSN Debtors'
conservation of cash in relation to projected expenditures.  Mr.
Dizengoff explains that the TSN Debtors have no EBITDA and very
little in the way of revenue; however, the conservation of cash,
while operating its business in the most value maximizing way
possible, is of utmost importance for the TSN Debtors' estates
and creditors, and serves as a proxy for what would be EBITDA for
a revenue generating enterprise.

There are two very important and limiting features of the MIP:

  * There are no partial payments under the MIP.  Each
    Participating Employee will earn either 0% or 100% of the
    target incentive at the Measurement Date, without the
    opportunity to earn any other or lesser amount if the TSN
    Debtors come close to, but do not meet, the metric.

  * Participating Employees will not receive payment of any
    amounts earned under the MIP during the course of the
    Chapter 11 case.  Rather, at the request of the Official
    Committee of Unsecured Creditors, Participating Employees
    will be paid (a) 75% of the total earned incentive payout on
    the Effective Date of any confirmed bankruptcy plan in the
    Debtors' cases, and (b) 25% of the total earned incentive
    payout on the third month anniversary of the Plan Effective
    Date.

While the MIP performance targets ensure that the Participating
Employees' realization under the KEIP is reflective of business
performance, payments to any individual are also calibrated to
that individual's position within the Company.  Specifically, the
amount of any individual incentive payment is developed by
applying a multiplier to the Participating Employee's base salary
for the 2009 calendar year.  Thus, achievement under the proposed
MIP is tied to the participant's specific job level:

       Name/Title                        Target Bonus
       ----------                        ------------
       Jeffrey Epstein                      $531,250
       President and CEO

       Dennis Matheson                      $364,000
       CTO & EVP

       Douglas Brandon                      $260,500
       General Counsel

       Alexandra (Sasha) Fields             $286,000
       SVP & Deputy GC

       Vincent Loiacono                     $250,000
       Chief Financial Officer

       Other Participating Senior           $615,000
       Employees at the discretion
       of the CEO
                                         ------------
        Total                             $2,306,750


                     The Sale Incentive Plan

In an effort to continue to incentivize the Participating
Employees' efforts in connection with the marketing process of
the Debtors' assets, the TSN Debtors propose to offer the
Participating Employees a sale bonus as part of the Sale
Incentive Plan.  More importantly, if the TSN Debtors consummate
an Alternative Transaction, the SIP will replace the MIP.  The
TSN Debtors, with the assistance of their professionals and
independent advisors, have designed the SIP metric based upon two
important concepts:

  (1) The amount of any incentive payment will be based on the
      TSN Debtors' enterprise value implied by any court-
      approved Alternative Transaction; and

  (2) In the event of an Alternative Transaction, the TSN
      Debtors believe that management should be rewarded
      incremental amounts if an Alternative Transaction results
      in greater value than current Plan value.

In light of these two concepts, the payments under the SIP are
slightly higher than those under the MIP under certain
circumstances, Mr. Dizengoff notes.

The SIP pay-out pool will vary based on the TSN Debtors'
Enterprise Value implied by the Alternative Transaction.  A
minimum pool equal to $6,500,000 will be paid for any Alternative
Transaction that results in an implied EV of $1.215 billion or
less (i.e. the EV set forth in the Plan).  If, however, in
connection with the Alternative Transaction, all of the Key
Executives are offered employment agreements on terms at least as
favorable as those contemplated under the Plan, the minimum pool
will be decreased to $2,306,750 and the Key Executives will only
be eligible to receive their portion of the minimum pool plus any
incremental amounts which result from an Alternative Transaction
with EV of greater than $1.215 billion.  "These metrics ensure
that management will remain neutral as between a sale and a
standalone plan of equal value to these estates," Mr. Dizengoff
says.

The SIP pool will increase in accordance with these schedules:

A. If Acceptable Agreements Are Not Provided:

                     Threshold SIP Pool: $6,500,000
          --------------------------------------------------------
                                           Incremental     Total
  Plus           Enterprise Value              Pool        Pool
  ----    ------------------------------- -----------  -----------
  10.0%    $1,215,000,001 - $1,230,000,000  $1,500,000  $8,000,000
   1.5%    $1,230,000,001 - $1,250,000,000    $300,000  $8,300,000

B. If Acceptable Agreements Are Provided to The Key Executives:

                     Threshold SIP Pool: $2,306,750
          --------------------------------------------------------
                                            Incremental    Total
  Plus           Enterprise Value              Pool        Pool
  ----    -------------------------------  -----------  ----------
  10.0%    $1,215,000,001 - $1,228,500,000   $1,500,000 $8,806,750
   1.5%    $1,230,000,001 - $1,250,000,000     $300,000 $4,106,750

The SIP payments will be allocated among the Participating
Employees according to this schedule:

                                      Between
                        EV up to      $1.215 &      Above
                       $1.215 bil.   $1.23 bil.  $1.230 bil.
                      ($2.3M/$6.5M)   ($1.5M)    (uncapped)
                     -------------  ----------  -----------
    President & CEO    30.0%/23.0%        0%          30%
    CTO & EVP          20.0%/16.0%        0%          15%
    SVP & Deputy GC    13.3%/12.0%        0%          15%
    General Counsel    13.3%/12.0%        0%          10%
    CFO                13.3%/12.0%        0%          10%
    Senior Employees   10.0%/25.0%      100%          25%

The SIP payments will be made on the effective date of any plan
that consummates an Alternative Transaction or distributes the
proceeds of an Alternative Transaction.

        Treatment of Prepetition Employee Benefit Claims

The Participating Employees may have filed or scheduled claims
relating to severance or other employee benefits payable under
prepetition employment agreements or the Prepetition Compensation
and Incentive Program.  The TSN Debtors do not intend to reduce
the value of their estates by providing the Participating
Employees with a "double-dip" on account of both prepetition
employee benefits and new employee benefits offered under the
KEIP.  Accordingly, any scheduled or filed claim on behalf of a
Participating Employee for prepetition employee benefits,
including, without limitation, a claim for damages arising out of
the rejection of a prepetition employee contract, will be deemed
satisfied and expunged.

                        Committee Consent

The TSN Debtors reveal that they discussed the proposed KEIP with
the advisors of the Creditors' Committee.  Thus, the terms of the
proposed KEIP reflect input from the Committee in the context of
a substantial discussion and information-sharing process that
ultimately resulted in the Committee supporting the KEIP, Mr.
Dizengoff tells the Court.

The TSN Debtors add that in formulating the KEIP, they sought
assistance from their restructuring professionals, including
Blackstone Advisory Partners, L.P. and Akin Gump Strauss Hauer &
Feld LLP, and also worked with an outside compensation specialist
consultant, Aon Hewitt.

Furthermore, the TSN Debtors aver that they are concerned that
without the KEIP, their key employees may seek to pursue long-
term employment opportunities with more stable employers, which
would hamper their ability to manage through this difficult
transition period under Chapter 11.

                     About TerreStar Networks

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

TerreStar Networks Inc. and Its affiliates filed voluntary
petitions for relief under Chapter 11 of the United States
Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

Michel Wunder, Esq., Ryan Jacobs, Esq., and Jarvis Hetu, Esq., at
Fraser Milner Casgrain LLP and Ira Dizengoff, Esq., Arik Preis,
Esq., and Ashleigh Blaylock, Esq., at Akin Gump Strauss Hauer &
Feld LLP, serve as bankruptcy counsel to the Debtors.  Blackstone
Advisory Partners LP is the financial advisor.  The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.  Otterbourg Steindler Houston & Rosen P.C. is the counsel
to the Official Committee of Unsecured Creditors.  FTI Consulting,
Inc., is the Committee's financial advisor

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


TEKOIL & GAS: Hague Convention Covers Service on Creitzman
----------------------------------------------------------
Bankruptcy Judge Letitia Z. Paul held that Article 10(a) of the
Hague Convention does not permit parties to effect service of
process on foreign defendants by mail.  Accordingly, Judge Paul
denied the plaintiff's request for entry of default judgment in
the suit, William G. West, Trustee, v. Richard Creitzman, Adv.
Pro. No. 10-8031 (Bankr. S.D. Tex.)

Mr. West, as trustee of the Tekoil & Gas Corporation creditor
trust, seeks avoidance and recovery of what the Plaintiff alleges
to be preferential or fraudulent transfers to Richard Creitzman.
The Plaintiff also objects to Mr. Creitzman's scheduled claim.
The Defendant has not appeared in the instant adversary
proceeding.  The Plaintiff asserts that the Defendant is a
resident of the United Kingdom who may be served with the
complaint and a summons under the Hague Convention on Service
Abroad of Judicial and Extra-Judicial Documents in Civil and
Commercial Matters.

The Plaintiff seeks entry of a default judgment against the
Defendant for $1,405,573.88, plus attorney fees and costs of
$491,950.85, prejudgment and postjudgment interest, and
disallowance of the Defendant's claim.

Judge Paul pointed out that the Hague Convention sets forth
permissible methods of effecting service.  Articles 2 through 7
require each signatory nation to establish a "Central Authority"
to act as an agent to receive request of service, arrange for
service of documents, and return proofs of service.  Article 8
permits the use of diplomatic agents to serve foreign defendants.
Article 9 permits diplomatic agents to forward documents to
designated authorities in receiving nations who, in turn, effect
service on the proper parties.

A copy of Judge Paul's Feb. 15, 2011 memorandum opinion is
available at http://is.gd/XIswMyfrom Leagle.com.

                        About Tekoil & Gas

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- own interests in four oil and gas
properties, including the Trinity Bay, Redfish Reef, Fishers Reef,
and North Point Bolivar fields located in Galveston Bay, Texas.
The company was incorporated in Florida in 2004.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.

Tekoil & Gas Corporation filed for Chapter 11 protection on
June 10, 2008 (Bankr. S.D. Tex. Case No. 08-80270).  Affiliate
Tekoil and Gas Gulf Coast LLC filed a separate petition for
Chapter 11 relief on Aug. 29, 2008 (Bankr. S.D. Tex. Case No.
08-80405).  On October 1, 2008, the Court ordered the joint
administration of the Debtors' bankruptcy cases.

Edward L. Rothberg, Esq., at Weycer Kaplan Pulaski & Zuber; and
Nancy Lee Ribaudo, Esq., and Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP, represented the Debtors as counsel.  David
Ronald Jones, Esq., John F. Higgins, Esq., and Joshua Nielson
Eppich, Esq., at Porter & Hedges, LLP, represented the Official
Committee of Unsecured Creditors of Tekoil & Gas Corp. as counsel.
When Tekoil & Gas Corp. filed for protection from its creditors,
it listed assets of $10 million to $50 million, and liabilities of
$10 million to $50 million.

The joint plan proposed by the Debtors was confirmed, by order
entered on March 24, 2010.  The plan created a creditor trust, and
transferred to that trust, inter alia, avoidance actions.  The
plan named William G. West as the trustee of the creditor trust.


TEKOIL & GAS: Suit vs. Ex-Shareholders Goes to District Court
-------------------------------------------------------------
Bankruptcy Judge Letitia Z. Paul withdrew bankruptcy court
reference and sent the lawsuit commenced by William G. West, the
trustee of the Tekoil & Gas Corporation creditor trust, against
the Company's former shareholders and directors to the district
court.

Judge Paul held that the suit proceeding does not raise
significant issues as to uniformity of administration, confusion,
or expedited bankruptcy process.  There are issues regarding forum
shopping, and the economical use of the Debtors' and creditors'
resources.  Most notably, the Defendants do not consent to the
entry of final orders by the bankruptcy court.  Thus, whether the
matter is tried in the District Court or the Bankruptcy Court, it
is clear that the District Court will ultimately be either making
or reviewing the determinations of fact and law to be addressed in
the adversary proceeding.  A trial in the Bankruptcy Court,
followed by a review in the District Court, would add a layer of
expense to the adversary proceeding for all parties.  The
Plaintiff's choice of forum does not outweigh this added expense.

The Trustee first sued certain of the shareholders and directors
individually.  William G. West, Trustee, v. Gerald Goodman, Adv.
Pro. No. 10-8033 (Bankr. S.D. Tex.); and William G. West, Trustee,
v. Mark Western, Adv. Pro. No. 10-8038 (Bankr. S.D. Tex.); and
William G. West, Trustee, v. Michael Vosbein, Adv. Pro. No. 10-
8038 (Bankr. S.D. Tex.), seek avoidance and recovery of what the
Plaintiff alleges to be preferential or fraudulent transfers to
the Defendants.  The Plaintiff also objects to Messrs. Goodman's
and Western's scheduled claim.

After the Plaintiff filed the individual lawsuits, he filed
another adversary proceeding, William G. West, Trustee, v. Mark
Western et al., Adv. Pro. No. 10-8065 (Bankr. S.D. Tex.) on
Aug. 28, 2010), seeking damages in excess of $30 million, from the
Debtors' former shareholders and directors Richard Creitzman,
Michael Vosbein, and Frank Clear, and former shareholders,
directors, and officers Gerald Goodman and Mark Western, on a
theory of prepetition breach of fiduciary duty.  The Plaintiff
also seeks exemplary damages, imposition of a constructive trust,
an award of attorney fees and costs, and prejudgment and
postjudgment interest.

On Sept. 30, 2010, Messrs. Western and Goodman, pro se, filed an
answer to the complaint.  On Oct. 5, 2010, Mr. Vosbein, pro se,
filed his answer.  Neither the answer filed by Messrs. Western and
Goodman nor the answer filed by Mr. Vosbein contained a jury
demand.

After the initial status conference on November 16, 2010, the
Defendants seek leave to file amended answers, because they are
now represented by counsel.  Each of the amended answers contains,
in addition to responses to the factual allegations in the
complaint, an assertion of affirmative defenses, and a demand for
a trial by jury on all issues in the complaint so triable as of
right.  The Defendants also seek leave to assert their jury
demands.  Messrs. Western and Goodman also seek withdrawal of the
reference to the District Court, in light of their jury demands.
Counsel for Messrs. Western and Goodman argued that Messrs.
Western and Goodman have not consented to the entry of final
orders by the bankruptcy court.

The Plaintiff opposed the motions for leave to amend the answer,
on grounds of prejudice due to the passage of time, and on grounds
the Defendants are seeking to amend the answer solely for the bad
faith purpose of attempting to revive a right to a jury trial.

In separate rulings, Judge Paul also allowed Messrs. Goodman's,
Western's and Vosbein's separate request to amend their answers.
However, Judge Paul denied the Defendants' bid for jury trial.
She said they have waived the right to a jury trial.

Under Rule 38(b), Fed. R. Civ. P., as made applicable by Rule
9015(a), Fed. R. Bankr. P., a party may demand a jury trial on any
issue triable of right by a jury, by serving the other parties
with a written demand, no later than 14 days after the last
pleading directed to the issue is served, and filing the demand.
Under Rule 38(d), Fed. R. Civ. P., as made applicable by Rule
9015(a), Fed. R. Bankr. P., a party waives a jury trial unless its
demand is properly served and filed.

Under Rule 15(a)(2), Fed. R. Civ. P., as made applicable by Rule
7015, Fed. R. Bankr. P., a party may amend its pleading with the
court's leave.  Judge Paul noted that the court should freely give
leave when justice so requires.

An amendment which introduces new theories of recovery based on
the same operative facts does not revive a right to a jury trial.
In re Hunt, 215 B.R. 505 (Bankr. W.D. Tex. 1997) citing Guajardo
v. Estelle, 580 F.2d 748 (5th Cir. 1973).

A copy of Judg Paul's Feb. 15, 2011 memorandum opinion in Adv.
Pro. No. 10-8065 is available at http://is.gd/ESAnySfrom
Leagle.com.

A copy of Judg Paul's Feb. 15, 2011 memorandum opinion in the
Goodman suit is available at http://is.gd/VNlqvXfrom Leagle.com.

A copy of Judg Paul's Feb. 15, 2011 memorandum opinion in the
Western suit is available at http://is.gd/ItipF3from Leagle.com.

A copy of Judg Paul's Feb. 15, 2011 memorandum opinion in the
Vosbien suit is available at http://is.gd/98CVh7from Leagle.com.

                        About Tekoil & Gas

Based in Houston, Tekoil & Gas Corporation and its subsidiaries
-- http://www.tekoil.com/-- own interests in four oil and gas
properties, including the Trinity Bay, Redfish Reef, Fishers Reef,
and North Point Bolivar fields located in Galveston Bay, Texas.
The company was incorporated in Florida in 2004.

Based in Spring, Texas, Tekoil and Gas Gulf Coast, LLC is an
acquisition subsidiary of Tekoil & Gas Corp.

Tekoil & Gas Corporation filed for Chapter 11 protection on
June 10, 2008 (Bankr. S.D. Tex. Case No. 08-80270).  Affiliate
Tekoil and Gas Gulf Coast LLC filed a separate petition for
Chapter 11 relief on Aug. 29, 2008 (Bankr. S.D. Tex. Case No.
08-80405).  On October 1, 2008, the Court ordered the joint
administration of the Debtors' bankruptcy cases.

Edward L. Rothberg, Esq., at Weycer Kaplan Pulaski & Zuber; and
Nancy Lee Ribaudo, Esq., and Patrick J. Neligan, Jr., Esq., at
Neligan Foley LLP, represented the Debtors as counsel.  David
Ronald Jones, Esq., John F. Higgins, Esq., and Joshua Nielson
Eppich, Esq., at Porter & Hedges, LLP, represented the Official
Committee of Unsecured Creditors of Tekoil & Gas Corp. as counsel.
When Tekoil & Gas Corp. filed for protection from its creditors,
it listed assets of $10 million to $50 million, and liabilities of
$10 million to $50 million.

The joint plan proposed by the Debtors was confirmed, by order
entered on March 24, 2010.  The plan created a creditor trust, and
transferred to that trust, inter alia, avoidance actions.  The
plan named William G. West as the trustee of the creditor trust.


TOWN SPORTS: CIO Barron Discloses Stock Options
-----------------------------------------------
Paul Barron, Town Sports International Holdings Inc.'s chief
information officer, disclosed in a Form 4 filing with the
Securities and Exchange Commission that he holds options to buy up
to 7,500 shares of the company's common stock.  The options vest
in four equal annual installments commencing on February 1, 2012,
the first anniversary of the grant date.

                         About Town Sports

Town Sports International Holdings, Inc. --
http://www.mysportsclubs.com/-- owns and operates fitness clubs
in the Northeast and mid-Atlantic regions of the United States
and, through its subsidiaries, operated 161 fitness clubs as of
March 31, 2010, comprising 109 New York Sports Clubs, 25 Boston
Sports Clubs, 18 Washington Sports Clubs (two of which are
partly-owned), six Philadelphia Sports Clubs, and three clubs
located in Switzerland.  These clubs collectively served
approximately 495,000 members.

The Company's balance sheet at Sept. 30, 2010, showed
$467.39 million in total assets, $476.11 million in total
liabilities, and a stockholders' deficit of $8.72 million.

In May 2010, Moody's Investors Service lowered Town Sports
International Holdings' corporate family rating to B2 from B1 and
the rating on its senior discount notes to Caa1 from B3.  The B2
CFR reflects the company's high financial leverage and minimal
interest coverage metrics, reduced revenue and profitability in
2009 as a result of weak macro conditions, high geographic
concentration in the New York metropolitan area, and increasingly
competitive dynamics within the fitness industry.  Conversely, the
rating is supported by the company's good market position as a
leading fitness club operator in the Northeast and mid-Atlantic
regions, large installed membership base, expectations for
adequate liquidity over the near-term, and overall good long-term
fundamentals for the fitness industry.

On November 29, 2010, Town Sports International Holdings, Inc.
received a letter from the Staff of the Securities and Exchange
Commission stating that the Staff has completed the previously
disclosed investigation as to certain accounting matters relating
to the Company and that the Staff does not intend to recommend any
enforcement action by the SEC against the Company.


TRIBUNE CO: Noteholders Ask for Docs. to Probe Fraudulent Transfer
------------------------------------------------------------------
The Special Committee of the Board of Directors of Tribune Company
object to the request of Aurelius Capital Management LP, et al.,
to direct the Special Committee to produce its member, Mary Agnes
Wilderotter, for deposition for a second time.

Martin S. Siegel, Esq., at Brown Rudnick LLP, in New York --
msiegel@brownrudnick.com -- on behalf of Wilmington Trust Company,
wrote to Judge Kevin J. Carey arguing that the documents sought by
the Noteholder Plan Proponents led by Aurelius from Citigroup
Global Markets Inc. are highly relevant to the question of whether
a fraudulent transfer occurred.  He asserts that Citigroup's
knowledge immediately preceding its decision to participate in the
leveraged buyout on April 1, 2007, and the months leading to the
step two closing on December 20, 2007, is also important.  He
contends that there is no basis for Citigroup's refusal to run the
narrow searches requested.

In another letter, Mr. Siegel tells the Court that Citibank N.A.'s
objections against the discovery sought from it relating to
Wilmington Trust's claims for equitable subordination are not well
founded.  He notes that those claims require resolution before any
plan of reorganization can be confirmed.

"That Citigroup produced documents responsive to a document
request propounded separately does not obviate Citibank's
obligation to search for and produce relevant documents in its
possession," Mr. Siegel argues.  He points out that Citibank was
at all relevant times a subsidiary and affiliate of Citigroup, a
key player in the LBO, and Wilmington Trust is entitled to
discovery any communications between Citibank and Citigroup, or
other LBO Lenders, regarding the LBO.

In sum, the parties are at an impasse and require the Court's
intervention on the issue, Mr. Siegel says.  He adds that
Wilmington Trust is prepared to address the issue in a telephonic
conference or in person at the February 15, 2011 hearing, if the
Court desires.

In another requests, Wilmington Trust seeks the Court's permission
to seal the redacted portions of Mr. Siegel's letters and certain
exhibits because those documents and information were designated
as confidential by parties to the discovery dispute that the
letters concern.

                  Court Approves Stipulation

The Court approved the stipulation concerning Law Debenture Trust
Company of New York's request to compel Oaktree Capital
Management, L.P., to produce documents pursuant to Rules 9014 and
7037 of the Federal Rules of Bankruptcy Procedure and Rule 37 of
the Federal Rules of Civil Procedure.

                       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: Various Parties Object to Two Plans
-----------------------------------------------
Yesterday's Troubled Company Reporter reported on objections of by
Roberta A. DeAngelis, the United States Trustee for Region 3,
certain current and former directors and officers of the Debtors,
and EGI-TRB LLC and its president, Samuel Zell, to the
confirmation of the separate plans of reorganization proposed by
(a) Tribune Co., et al., the Official Committee of Unsecured
Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co.,
L.P., and JPMorgan Chase Bank, N.A.; and (b) Aurelius Capital
Management, LP, Deutsche Bank Trust Company Americas, Law
Debenture Trust Company of New York, and Wilmington Trust Company.

Sixteen parties-in-interest and creditors have filed objections to
one or both plans of reorganization for Tribune.

The Objectors are:

  * Caption Colorado, LLC

  * State of California Franchise Tax Board

  * United States Environmental Protection Agency

  * Brigade Capital Management

  * Comcast Corporation and Comcast Cable

  * ACE American Insurance Company, ACE Insurance Company, ACE
    Fire Underwriters Insurance Company, ACE Property and
    Casualty Insurance Company, Bankers Standard Insurance
    Company, Century Indemnity Company, Indemnity Insurance
    Company of North America, Insurance Company of North
    America, Illinois Union Insurance Company, INA Surplus
    Insurance Company, Pacific Employers Insurance Company,
    Westchester Fire Insurance Company and Westchester Surplus
    Lines Insurance Company

  * Cook County Department of Revenue

  * Robert R. McCormick Tribune Foundation and Cantigny
    Foundation

  * Ad Hoc Committee of Tribune Subsidiary Trade Creditors

  * Secretary of the U.S. Department of Labor

  * Warren Beatty

  * Dan Neil and Eric Bailey

  * Tribune Company Employee Compensation Defendants Group

  * Wilmington Trust Company

  * United States, on behalf of the Internal Revenue Service

  * The Illinois Departments of Revenue and Employment Security

  * Pennsylvania Dept. of Revenue

  * Illinois Secretary of State

(a) Caption Colorado

Caption Colorado objects to each of the Plans to the extent that
their calculations of the total amount of administrative expense
claims do not take into account the $1,313,449 administrative
claim for damages as a result of the Debtors' postpetition breach
of an agreement between Caption Colorado and the Debtors, dated as
of January 3, 2000.

(b) California FTB

FTB objects to the both Plans because they contravene the
Bankruptcy Code in at least four material respects:

  (1) the Plans unlawfully restrict allowance of properly filed
      proofs of claim to which no objection has been filed in
      violation of Section 502(a) of the Bankruptcy Code and
      Rule 3003(c) of the Federal Rules of Bankruptcy Procedure;

  (2) the Plans provide for improper treatment of Holders of
      Priority Tax Claims that is less favorable than the
      treatment prescribed by Sections 511 and 1129(a)(9)(C);

  (3) the Plans wrongfully provide for the categorical
      disallowance or subordination of claims for penalties
      related to taxes without any supporting authority; and

  (4) the Plans provide for a discharge of the Debtors' debts
      and a corresponding discharge injunction that exceed the
      authority granted by Sections 524 and 1141.

(c) EPA

The EPA objects to both Plans because they fail to comply with
Section 1129(a)(1) and (a)(3) because they are inconsistent the
Bankruptcy Code, are contrary to law, and would impermissibly
impair the environmental rights and interests of the United States
and other governmental units.  According to EPA, the defects in
the Plan can be cured if the confirmation order includes this
proposed language:

    Nothing in this Order or the [Debtors' Plan] [Pre-LBO
    Debtholder Plan] discharges, releases, or precludes: (i) any
    environmental liability to a governmental unit as defined in
    11 U.S.C. [Section] 101(27) ("Governmental Unit") that is
    not a Claim; (ii) any environmental Claim of a Governmental
    Unit arising on or after the Confirmation Date; or (iii) any
    environmental liability to a Governmental Unit on the part
    of any entity as the owner or operator of real property
    after the Confirmation Date.  Nor shall anything in this
    Order or the [Debtors' Plan] [Pre-LBO Debtholder Plan]
    enjoin or otherwise bar a Governmental Unit from asserting
    or enforcing, outside this Court, any liability described in
    the preceding sentence.  Notwithstanding any other provision
    in this Order or the [Debtors' Plan] [Pre-LBO Debtholder
    Plan], nothing in the [Debtors' Plan] [Pre-LBO Debtholder
    Plan] or Confirmation Order shall divest any court or
    administrative agency or tribunal of its valid jurisdiction,
    or enjoin any governmental unit from proceeding before such
    court or administrative agency or tribunal.

(d) Brigade Capital

Brigade Capital objects to the DCL Plan because: (1) the proposed
settlement of the LBO-Related Causes of Action against the LBO
Lenders significantly undercompensates the holders of Senior Notes
for the value of these claims and is not "fair and equitable" to
the dissenting class of Senior Note Claims; (2) the extent that
the DCL Plan may be read to preclude individual creditors from
prosecuting their own state law constructive fraudulent conveyance
remedies to recover billions of dollars in stock redemption
payments made to the Step One Selling Stockholders and Released
Step Two Stockholder Parties in the 2007 LBO, the Plan includes
what amounts to illegal third party releases of creditor claims
against the Step One Selling Stockholders and Released Step Two
Stockholder Parties; and (3) the DCL Plan gratuitously limits the
liability of non-Released Parties in actions brought by the
Litigation Trust for the benefit of holders of Senior Notes and
other creditors, by limiting the creditors' potential recovery
through the Litigation Trust to amount sufficient to pay "Allowed"
claims, without any post-petition interest.

(e) ACE Companies

Prior to the Petition Date, the ACE Companies issued certain
insurance policies to certain Debtors and their non-Debtor
affiliates as named insureds.  The ACE Companies assert that the
reorganized Debtors cannot continue to receive the benefits of the
ACE Insurance Program without remaining liable for their
obligations thereunder.  Accordingly, whether the ACE Insurance
Program is continued in effect or assumed, the Plans must clearly
provide that the ACE Insurance Program is continued or assumed
pursuant to all of its terms and conditions, the ACE Companies
assert.  The ACE Companies suggest for the Plans to expressly
provide that their claims arising under the ACE Insurance Program
are not released or discharged and that the Reorganized Debtors
will remain liable for the Debtors' obligations under the ACE
Insurance Program and pay and perform those obligations regardless
of when they arise.  Moreover, the Plans must expressly provide
that the collateral and security provided by the Debtors also
continues unaltered, the ACE Companies add.

(f) Cook County Department of Revenue

The Cook County Department of Revenue asks the Court not to
confirm both Plans unless they are clarified to provide for the
payment of its tax claim notwithstanding it having been filed
late.

(g) The Foundations

Robert R. McCormick Tribune Foundation and Cantigny Foundation
assert that the Competing Plans cannot be confirmed because they
do not comply with the applicable provisions of the Bankruptcy
Code and because the proponents of the Competing Plans have not
proposed the Competing Plans in good faith and not by any means
forbidden by law.  Specifically, the Foundations tell the Court
that the Plan Proponents attempt to make an end run around Section
546(e) of the Bankruptcy Code by creating a "Creditors' Trust,"
which they believe will have the ability to assert state law
constructive fraudulent transfer claims against former
shareholders of Tribune, including themselves, that the Debtors or
other estate representatives are prohibited from asserting because
of Section 546(e)'s safe harbor provision.

(h) Opco Trade Committee

The Opco Trade Committee maintains that the DCL Plan violates
Section 1129(b) of the Bankruptcy Code if Equity Interests in
various operating subsidiary of the Debtors against which the
Trade Creditors hold claims are reinstated and Trade Creditors are
not paid in full.  According to the Opco Trade Committee, given
the size of the claims pool -- in excess of $1 billion -- and the
fact that the DCL Plan Proponents felt it necessary to impose a
"cap" on the amounts payable on account of the Trade Creditors'
claims -- an aggregate cap of $150 million -- the anticipated 100%
or full cash recovery to Trade Creditors on the Effective Date may
well be illusory.  It adds that the DCL Plan and the specific
Disclosure Statement explaining it were misleading and violated
"Good Faith" requirement of Section 1129(a)(3).

(i) U.S. Dept. of Labor

Patricia M. Smith, Solicitor of Labor, contends that the Competing
Plans seek to subordinate the Claims of the Department upon the
incorrect assumption that Employee Retirement Income Security Act
claims fall within the scope of Section 510(b) of the Bankruptcy
Code.  She maintains that the DOL Claims are not the claims of
equity holders, but claims on behalf of ERISA participants against
a fiduciary.  According to Ms. Smith, the Competing Plans wrongly
subordinate the DOL Claims against the Tribune Subsidiaries to the
claims against the Parent Company.  Moreover, she maintains, the
exculpation provision in the DCL Plan wrongly encompasses claims
under ERISA and appears to extend to prepetition actions.

(j) Warren Beatty

Mr. Beatty objects to both Plans to the extent that they purport
to interfere with a litigation pending in the U.S. District Court
for the Central District of California or any relief granted
therein or deprive him of any rights or remedies to or interests
in certain motion picture, television in the Dick Tracy character.

(k) Messrs. Neil and Bailey

Messrs. Neil and Bailey maintain that a determination of the legal
effect of the forgiveness of the Employee Stock Ownership Plan as
part of the Debtors' bankruptcy plan of reorganization would be
both unnecessary and improper because: (1) the U.S. District Court
in the Northern District of Illinois is poised to rule on
GreatBanc Trust Company's Motion for Partial Summary Judgment as
to Damages, which raises the same issue; (2) the Debtors are not a
party to an action entitled Neil v. Zell et al., pending before
the District Court for the Northern District of Illinois; and (3)
ESOP has not filed a bankruptcy claim and the ESOP trust is not
part of the bankruptcy estate.  Thus, Messrs. Neil and Bailey
aver, there is no reason for the Court to decide the ESOP's losses
in allocating the bankruptcy estate's assets among competing
claimants.  They also join in the Objection of the Secretary of
Labor.

(l) ECDG

ECDG, a group of adversary proceeding defendants, tells the Court
that it is generally supportive of the DCL except that one aspect
of the Plan -- the definition of LBO-Related Causes of Action --
should be remedied through amendment or modification.  The ECDG is
concerned that those definitions are ambiguous and could give
rise, in the future, to a dispute as to whether the ECDG Adversary
Proceedings are Ordinary Litigation Claims or LBO-Related Causes
of Action.  The EDGC maintains that clarification of this
ambiguity is essential because Ordinary Litigation Claims and LBO-
Related Causes of Action receive different treatment under the DCL
Plan.  In addition, the ECDG believes that the appropriate
clarification would state that the ECDG Adversary Proceedings are
included in the definition of Ordinary Litigation Claims.

(m) Wilmington Trust Company

Wilmington Trust, successor Indenture Trustee for the Exchangeable
Subordinated Debentures due 2029, asks the Court to deny the DCL
Plan because:

  (1) it wrongly assumes that the PHONES are subordinated to the
      LBO Lenders at the parent company level;

  (2) it provides the PHONES with a lower recovery than it would
      receive in a Chapter 7 liquidation by (A) subordinating
      the PHONES to (i) trade indebtedness and retiree claims
      against Tribune Company and (ii) intercompany claims of
      Tribune Company's subsidiaries; (B) wrongly assuming that
      the PHONES are subordinated for the purpose of allocating
      distributions from the creditor trust contained in that
      plan, when the purported payment subordination of the
      PHONES does not extend to payments from entities other
      than the Tribune Company;

  (3) it fails to provide proper treatment for its fees and
      expenses, which constitute an unsubordinated, separate and
      distinct claim from the principal amount of the PHONES;
      and

  (4) it makes distributions to the LBO Lenders despite the fact
      that those distributions are still at issue under the
      claims and causes of actions asserted by it in its
      Complaint for Equitable Subordination and Disallowance of
      Claims, Damages, and Constructive Trust.

(n) IRS

The IRS objects to the provisions of both Plans regarding payment
of Priority Tax Claims for, among other things:

  (i) failure to provide for full payment of its Priority Tax
      Claim in monthly or quarterly distributions within five
      years of the Petition Date;

(ii) providing that any interest on deferred tax payments
      to compound annually, whereas applicable non-bankruptcy
      law requires that the interest compound daily; and

(iii) provisions concerning releases that would preemptively bar
      itself from asserting valid claims a against any third
      parties, including but not limited to its claim for excise
      taxes resulting from the LBO transaction.

(o) IDR & IDES

The Illinois Departments of Revenue and Employment Security adopts
the objections raised by the California Franchise Tax Board.  The
IDR has filed a prepetition priority tax claim in the amount in
excess of $70 million while IDES has filed a prepetition priority
tax claims in an amount in excess of $50,000.

(p) Pennsylvania Dept. of Revenue

The Department of Revenue of the Commonwealth of Pennsylvania, by
and through the Pennsylvania Office of Attorney General, William
H. Ryan, Jr., Acting Attorney General, its counsel, objects to the
confirmation of the Amended Joint Plans of Reorganization for
Tribune Company and its subsidiaries.

The Commonwealth complains that the Plans eliminate the setoff and
recoupment rights of a creditor, which is in violation of Sections
553(a) and 524(a) of the Bankruptcy Code.  According to Mr. Ryan,
the Plans fail to provide that tax debts are not discharged until
paid in full in accordance with Section 1129(b)(2)(A)(i)(I) of the
Bankruptcy Code.

The Commonwealth is a creditor of Debtors in an amount in excess
of $850,000 for corporation taxes.

(q) Illinois Secretary of State

Jesse White, Illinois Secretary of State, objects to the Amended
Joint Plans of Reorganization for Tribune Company and its
subsidiaries.

The ISOS administers the Business Corporation Act of 1983, as
amended, 805 ILCS 5/1.01 et seq. (2010).  In accordance with his
statutory duties, the ISOS collects the Illinois franchise tax
from corporations registered to do business in the State of
Illinois.  A number of the Debtors are so registered.

The Plans specify in detail how they propose to report paid-in
capital under the BCA but, Mr. White asserts that the Plans are
objectionable because:

  (a) they seek to reduce the paid-in capital of the Debtors for
      purposes of the BCA;

  (b) they improperly limit the capital stock to be included in
      the calculation of Debtors' reduced paid-in capital to
      issued and outstanding shares of capital stock; and

  (c) they ambiguously states that "Any capital of each
      corporate Reorganized Debtor remaining in excess of its
      Article XIII Paid-in Capital Amount shall not be treated
      as Paid-in Capital for purposes of the BCA."

                     The Chapter 11 Plans

There are two remaining proposed plans of reorganization in
Tribune's Chapter 11 case.

The company's plan, also supported by its co-proponents, the
Official Committee of Unsecured Creditors, JPMorgan Chase Bank,
N.A., Angelo Gordon & Co., L.P., and Oaktree Capital Management,
L.P., was overwhelmingly approved by the holders of the Senior
Loan Claims and the Bridge Loan Claims, as well as most classes of
trade and other general unsecured claimants.   As expected, the
company's plan was not approved by the holders of the Senior
Noteholder Claims and the PHONES Notes Claims.

The plan being sponsored by Aurelius Capital Management, a large
holder of Senior Noteholder Claims, and the indenture trustees for
the Senior Notes and the PHONES Notes, was rejected by virtually
all classes of voting creditors other than the Senior Noteholder
Claims and PHONES Notes Claims classes.

"These results are as we expected and we are pleased that they
confirm broad support for the restructuring plan supported by the
Company and its co-proponents," said Don Liebentritt, Tribune's
Chief Restructuring Officer. "We continue to prepare for the
confirmation hearing set to begin on March 7th and remain
confident that the court will confirm our plan over the
Aurelius/Noteholder plan."

                       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 for Campbell as Litigation Counsel
-------------------------------------------------------
Tribune Co. sought and obtained the Bankruptcy Court's authority
to employ Campbell & Levine, LLC, as litigation counsel, pursuant
to Section 327(a) of the Bankruptcy Code, nunc pro tunc to
December 6, 2010.

The limited purpose of the Application is to permit the Debtors to
engage Campbell & Levine as their special litigation counsel in
connection with the filing, prosecution, or settlement of three
avoidance actions already filed by the firm.  The Debtors filed or
preserved by tolling agreements approximately 220 avoidance
actions on or before the December 8, 2010, deadline for commencing
those actions.  Out of the approximately 94 complaints actually
filed by the Debtors, Campbell & Levine filed three complaints
against third parties with respect to which the Debtors' existing
Delaware counsel, Cole, Schotz, Meisel, Forman & Leonard P.C.
would not represent the Debtors out of abundance of caution due to
potential conflicts of interest.

The Debtors have selected Campbell & Levine to provide advice and
counsel relating to the avoidance actions based on Campbell &
Levine's experience in representing Chapter 11 debtors in
avoidance adversary proceedings.  The Debtors assure the Court
that any services Campbell & Levine may perform will not duplicate
those services that Cole Schotz is providing.

The Debtors will pay Campbell & Levine on an hourly basis in
accordance with the firm's ordinary and customary rates.  The
Debtors will also reimburse Campbell & Levine for all costs and
expenses incurred in connection with its representation.

Campbell & Levine's billing rates are:

  Designation               Rate/Hour
  -----------               ---------
  Partners                  $375-$500
  Associates                $225-$335
  Para-professionals        $100-$150

Mark T. Hurford, Esq., a partner at Campbell & Levine, LLC,
assures the Court that his firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

No objection was filed to the Application.

                       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)


UNITED ENERGY: CEO Wilen Discloses 24% Equity Stake
---------------------------------------------------
Ronald Wilen, the Chief Executive Officer, President, Secretary
and a Director of United Energy Corp., may be deemed as of
Jan. 21, 2011, to beneficially own 9,591,207 shares of the
Company's Common Stock, representing 24.0% of the outstanding
shares of Common Stock.  The shares of Common Stock beneficially
owned include (i) 2,236,000 shares of Common Stock held by the
CEO; (ii) 5,327,244 shares of Common Stock issuable upon exercise
of options and warrants held by the CEO; and (iii) 1,677,963
shares of Common Stok issuable upon conversion of Convertible
Notes in the aggregate principal amount of $151,016.67 held by the
CEO, but excludes 350,000 shares of Common Stock issuable upon
exercise of warrants held by the CEO, which warrants provide that
they may not be exercised to the extent following the exercise
thereof, the CEO would be deemed to beneficially own more than
9.99% of the total number of issued and outstanding Common Stock
of the Company.

The CEO also disclosed that in March 2009, he provided the Company
with a short term loan in the amount of $50,000 and received
warrants to purchase up to 200,000 shares of Common Stock.

From May 2009 through October 2009, Hilltop Holding Company, L.P.,
purchased from the Company convertible notes in the aggregate
principal amount of $100,000.  In connection, with the purchase of
the Convertible Notes and as consideration for various extensions
of the maturity dates of the Convertible Notes, during the period
of May 2009 through January 2011, the CEO was issued various
warrants to purchase in the aggregate of 4,797,244 shares of
Common Stock.

As reported by the Troubled Company Reporter on Feb. 2, 2011,
United Energy has entered into an agreement with Mr. Wilen and
Hilltop, a limited partnership of which Jack Silver, a director,
is the managing partner.  Pursuant to the Agreement, Mr. Wilen and
Hilltop agreed to extend the maturity date of $151,016 and
$301,866 of secured convertible notes held by Mr. Wilen and
Hilltop, respectively.  The maturity date was extended from
Jan. 31, 2011 to Dec. 20, 2011.  In consideration for the
agreement to extend the maturity dates, Mr. Wilen and Hilltop were
issued warrants to purchase up to 1,984,939 and 3,959,894 shares
of common stock, respectively, at an exercise price of $.11 per
share.

On January 3, 2011, Hilltop loaned the Company an additional
$100,000.  Pursuant to the Agreement, the Company issued Hilltop a
secured convertible note for the $100,000 loan and warrants to
purchase up to 1,111,111 shares of common stock at an exercise
price of $.11 per share.  The agreement also provides that Hilltop
may purchase, at its option, up to $100,000 of additional secured
convertible notes and pro rata portion of 1,111,111 warrants at
any time prior to June 30, 2011.  The secured convertible note is
convertible into Common Stock at a conversion price of $.09 per
share, bears interest at 12% per annum, is due Dec. 20, 2011 and
is secured by substantially all the assets of the Company on a
pari passu basis with the previously issued secured convertible
notes.

                        About United Energy

United Energy Corp. -- http://www.unitedenergycorp.net/--
develops and distributes environmentally friendly specialty
chemical products with applications in several industries and
markets.

Through its wholly owned subsidiary, Green Globe Industries, Inc.,
the Company provides the U.S. military with a variety of solvents,
paint strippers and cleaners under its trade name "Qualchem."  The
Company is headquartered in Secaucus, New Jersey.

The Company's balance sheet at September 30, 2010, showed
$1.02 million in total assets, $1.08 million in total liabilities,
all current, and a stockholders' deficit of $69,308.

As reported in the Troubled Company Reporter on July 20, 2010,
Jewett, Schwartz, Wolfe & Associates, in Hollywood, Fla.,
expressed substantial doubt about the Company's ability to
continue as a going concern, following the Company's results for
the fiscal year ended March 31, 2010.  The independent auditors
noted that the Company has operating and liquidity concerns, and
has incurred net losses of $23.55 million as of March 31, 2010.


US TELEPACIFIC: Moody's Assigns 'B3' Rating to New Senior Loan
--------------------------------------------------------------
Moody's Investors Service has assigned a B3 (LGD4-50%) rating to
US Telepacific Corporation's new senior secured facilities,
consisting of a $25 million revolver and a $435 million term loan.
The proceeds of the new financing will be used to repay the
existing debt, to fund the cash portion of the Covad Wireless
acquisition, and for general corporate purposes, which may include
additional acquisitions over the next twelve months.  Moodys will
withdraw the ratings on the existing senior secured credit
facility at closing.

As part of the rating action, however, Moody's downgraded
TelePacific's Corporate Family Rating to B3 from B2 and the
Probability of Default Rating to B3 from B2 reflecting the
increase in TelePacific's financial leverage (Moody's adjusted
Debt/EBITDA, including capitalized operating leases and debt
treatment of preferred stock) to more than 5.4x proforma for the
transaction, which is above the expected 4.0x leverage level
commensurate with the former B2 rating.  In addition to the
increased leverage, Moody's believes that the company's
deleveraging path and meaningful free cash flow generation will
take longer than initially anticipated, as the company integrates
recent acquisitions and spends cash to expand its product
portfolio.

Moody's also revised the rating outlook to positive from stable,
reflecting the positive steps the company is taking to reposition
its product portfolio to remain competitive and address its cost
structure.

Assignments:

* Senior Secured 1st Lien Revolving Credit Facility-B3 (LGD4-50%)
* Senior Secured 1st Lien Term Loan-B3 (LGD4-50%)
* Corporate Family Rating - Downgraded to B3 from B2
* Probability of Default Rating - Downgraded to B3 from B2
* Outlook Changed To Positive From Stable

                        Ratings Rationale

TelePacific's B3 corporate family rating reflects the Company's
high adjusted Debt/EBITDA leverage for a competitive
telecommunications company, the execution risk of integrating the
Covad Wireless and O1 Communications acquisitions, along with the
challenge of repositioning its product portfolio to provide more
data-centric products to its customers and adding more network
capacity to reduce the reliance on the incumbents for the last
mile access.  Moody's views the company's product repositioning to
Ethernet over copper, data center, and wireless services as
strategically appropriate to meet the growing competition from
cable operators and incumbent telcos targeting small and medium
sized business customers.  However, to implement these initiatives
TelePacific will increase capital spending and hire more
salespeople over the next year, thus straining free cash flow
generation.

The rating is supported by TelePacific's postion as the largest
CLEC in the California and Nevada markets, which are less
competitive than other regions of the country, such as the
Northeast.  Moody's believes that the Company has weathered the
worst of the macroeconomic pressures in the California and Nevada
markets, and an improving economy and product mix should set the
stage to maintain revenue growth.  Thus, although declining
customer accounts have had a negative impact on the top line,
TelePacific has worked to reduce churn and increase monthly
revenues from its customer base.

The positive outlook reflects Moody's view that as the Company has
successfully deleveraged from about 5.7x in early 2010 to 5.0x at
year end 2010, on a Moody's-adjusted basis, if it successfully
deploys its enhanced product set and achieves synergies from its
acquisitions, it should be in a position to delever towards the
4.0x adjusted leverage level by year end 2012.  However, the
higher debt service costs and ramping up of growth initiatives in
the near term are expected to delay meaningful free cash flow
generation until after 2012.

Moody's also acknowledges the support that TelePacific's sponsors
provided in the past, by extending a $20 million letter of credit
facility to backtstop a run up of accouts payable in addition to
amending the terms of the preferred stock holdings, to which
Moody's ascribes 25% debt attribution.

Moody's believes the company will have good liquidity, aided by
its cash balances and full access to its unfuded $25 million
revolver.  Moody's also expects the Company to have sufficient
cushion under its bank facility covenants.

                What Could Change the Rating -- Up

Given the Company's execution challenges over the next 12-24
months, upward rating pressure is unlikely at this time.  However,
positive ratings actions could occur if the Company is successful
in turning around performance and deleveraging, such that its
adjusted Debt/EBITDA leverage is maintained below 4.0x.

                What Could Change the Rating -- Down

Moody's will likely lower TelePacific's ratings if the Company is
unable to deliver revenue and EBITDA growth or if its growth plans
consume more cash resources than envisioned, its adjusted
Debt/EBITDA leverage does not fall below 5.0x and free cash flows
remain negative over the rating horizon.

Moody's last rating action for TelePacific was on January 26,
2010, when Moody's upgraded the company's CFR to B2, and assigned
a B2 to its senior secured credit facility due 2015.


VERMILLION, INC.: To Sell 4MM Shares in Highly Dilutive Offering
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Vermillion Inc. intends to
sell four million shares as the molecular diagnostics company
looks to fund the expansion of its U.S. sales force and accelerate
certain clinical trials.  The report relates that the company said
in a statement that it expects to see proceeds of about $20.2
million, after expenses, from the public offering underwritten by
Roth Capital Partners.

According to DBR, Vermillion said it will use the proceeds to
accelerate the clinical trials of its diagnostic test for
peripheral arterial disease and develop additional diagnostic
tests.  Shares were unchanged at $5.60 in light premarket trading,
compared with the $5.45 offer price, the report notes.

The Company has some 10.6 million shares outstanding.  The
offering is expected to close Friday, subject to customary closing
conditions, Vermillion said, the report adds.

                        About Vermillion

Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to
the discovery, development and commercialization of novel high-
value diagnostic tests that help physicians diagnose, treat and
improve outcomes for patients.  Vermillion, along with its
prestigious scientific collaborators, has diagnostic programs in
oncology, hematology, cardiology and women's health.  Vermillion
is based in Fremont, California.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts is Paul, Hastings, Janofsky
& Walker LLP.  At September 30, 2008, the Debtor had $7,150,000 in
total assets and $32,015,000 in total liabilities.

In January 2010, Vermillion successfully emerged from protection
with all creditors receiving 100 percent of allowed claims and
with the common stock being fully restated.


VRAJ BRIG: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Vraj Brig PA, LLC
        2015 Penrose Avenue
        Philadelphia, PA 19145

Bankruptcy Case No.: 11-11078

Chapter 11 Petition Date: February 15, 2011

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

Judge: Stephen Raslavich

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

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

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

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/paeb11-11078.pdf

The petition was signed by Rohit Sheth, managing member.


WASHINGTON MUTUAL: U.S. Trustee Amends Equity Committee
-------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, amended the
Committee of Equity Security Holders in the Chapter 11 case of
Washington Mutual Inc., to reflect (i) the resignation of Esopus
Creek Value, LLC, from the Committee (as of Feb. 4, 2011), and
(ii) the addition of Ho Pham and Tim Pitsker to the Committee.

The Equity Committee now consist of:

1. Michael Willingham
2. Ho Pham
3. Tim Pitsker

The Equity Committee is represented by:

     ASHBY & GEDDES, P.A.
     William P. Bowden, Esq.
     Gregory A. Taylor, Esq.
     Stacy L. Newman
     500 Delaware Avenue, 8th Floor
     P.O. Box 1150
     Wilmington, DE 19899
     Tel: (302) 654-1888
     Fax: (302) 654-2067

    SUSMAN GODFREY LLP
    Stephen D. Susman, Esq.
    1000 Louisiana, Suite 5100
    Houston, TX 77002-5096
    Tel: (713) 651-9366
    Fax: (713) 654-6666

    Parker C. Folse III, Esq.
    Edgar G. Sargent, Esq.
    Justin A. Nelson, Esq.
    1201 Third Avenue, Suite 3800
    Seattle, WA 98101-3000
    Tel: (206) 516-3880
    Fax: (206) 516-3883

    Seth Ard, Esq.
    654 Madison Avenue, 5th Floor
    New York, NY 10065-8404
    Tel: (212) 336-8830
    Fax: (212) 336-8340

                    About Washington Mutual Inc.

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  Fred S. Hodera, Esq., at Akin Gump Strauss Hauer &
Fled LLP in New York City and David B. Stratton, Esq., at Pepper
Hamilton LLP in Wilmington, Del., represent the Official Committee
of Unseucred Creditors.  Stephen D. Susman, Esq., at Susman
Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A.,
represent the Equity Committee.  Stacey R. Friedman, Esq., at
Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath &
Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which
acquired WaMu's assets prior to the Petition Date.


WEGENER CORP: Shareholders Approve 2 New Directors
--------------------------------------------------
The annual meeting of stockholders of Wegener Corporation was held
Feb. 1, 2011.  At the meeting, shareholders approved the election
of C. Troy Woodbury, Jr., and Phylis A. Eagle-Oldson to the
Company's Board of Directors.  They will hold office until the
2014 annual meeting of stockholders or until their successors will
have been elected.

The Company's 2011 Incentive Plan was also approved.

The shareholders also approved an amendment to the Company's
Certificate of Incorporation that authorizes shares of preferred
stock and grants to the board of directors the authority to issue
shares of preferred stock in one or more series and to determine
the terms and conditions.  The proposal to hold an advisory
(nonbinding) vote on executive compensation was approved.

The shareholders also voted to hold the advisory (nonbinding) vote
on executive compensation on an annual basis.

The shareholders also ratified the appointment of Habif, Arogeti &
Wynne, LLP to serve as the Company's independent registered public
accounting firm for fiscal 2011.

                        About Wegener Corp.

Johns Creek, Ga.-based Wegener Corporation
-- http://www.wegener.com/-- was formed in 1977 and is a Delaware
corporation.  The Company conducts its continuing business through
Wegener Communications, Inc. (WCI), a wholly-owned subsidiary.
WCI, a Georgia corporation, is an international provider of
digital video and audio solutions for broadcast television, radio,
telco, private and cable networks.

In Wegener's annual report filed on Nov. 15, 2010, on Form 10-K
for the fiscal year ended Sept. 3, 2010, Habif, Arogeti & Wynne,
LLP, in Atlanta, Ga., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a capital deficiency.

The Company's balance sheet as of September 3, 2010, showed
$8.36 million in total assets, $8.49 million in total
liabilities, and a stockholders' deficit of $131,688.


WELLPOINT SYSTEMS INC. Alberta Court Approves Sales Process
-----------------------------------------------------------
Pursuant to an order made on Jan. 31, 2011, the Alberta Court of
Queen's Bench appointed Ernst & Young Inc. receiver and manager of
WellPoint Systems Inc.  The Order further specifies that Ernst &
Young Inc. will become the receiver and manager of WellPoint
Systems, Inc, WellPoint Systems (USA), Inc. and WPS Systems, Inc.,
upon entry of an order from the United States Bankruptcy Court
granting formal recognition to the Alberta Proceedings under
Chapter 15 of Title 11 of the United States Code on terms
acceptable to the Receiver.  The Receiver has commenced
proceedings in the United States Bankruptcy Court, District of
Delaware to obtain the Recognition Order.  The Recognition Order,
if obtained, will confirm the Receiver's ability to sell the
assets of the US Subsidiaries.  The US Bankruptcy Court granted
the Receiver interim relief on February 11, 2011.  An application
to confirm the relief is scheduled for Feb. 28, 2011.

The Alberta Court has approved a sales process to be administered
by the Receiver in respect of WellPoint and the US subsidiaries
(the sales process in respect of the US Subsidiaries to become
effective upon approval of the US Bankruptcy Court).  As part of
the sales process, the Receiver will enter into a court-approved
asset purchase agreement with a corporation formed by two of
WellPoint's secured creditors, and through the sales process will
be soliciting offers that are superior to the Stalking Horse bid.

A Qualified Bidder that desires to participate in Phase 1 shall
deliver written copies of a non-binding letter of intent ("LOI")
to the Receiver, so as to be received by the Receiver, no later
than 5:00 PM (Mountain Standard Time) on March 15, 2011 or such
other date or time as may be agreed to be the Receiver (the "Phase
1 Bid Deadline"). During the period between the Phase 1 Bid
Deadline and March 22, 2011, or such other later date as may be
agreed to by the Receiver, the Receiver will assess the Qualified
Non-Binding LOI's received during Phase 1, if any, and will
determine whether there is a reasonable prospect of obtaining a
superior offer to the Stalking Horse Bid. A bidder that is not
eliminated from the Sale Process that desires to participate in
Phase 2 shall deliver written copies of a final, binding proposal
(the "Final Bid") in a form of a purchase and sale agreement to
the Receiver so as to be received by the Receiver no later than
5:00 pm (Mountain Standard Time) on April 5, 2011, or such other
date or time as may be agreed by the Receiver.

It is expected that the Company's principal business units will
continue operations during the Sales Process.  The Receiver's
present understanding is that the Company will continue to market
and sell their respective solutions, and support and service all
new and existing customers.  The management of the Company is
cooperating with the Receiver and is supportive of the Sales
Process and the restructuring to be effected during the
receivership.

                  About WellPoint Systems

Founded in 1997, Calgary-based WellPoint Systems --
http://www.wellpointsystems.com/-- is publicly traded on the TSX
Venture Exchange under the symbol WPS.

WellPoint Systems delivers software solutions and services that
transform complex data into Business Insight for more than 450
companies in 60 countries worldwide.  WellPoint Systems is
recognized as a leader in providing Financial, Energy Marketing
and Trading solutions to the Oil and Gas industry with its award
winning BOLO, IDEAS, Energy Financial Management and Energy Broker
products.


WESFORT, CORPORATION: Case Summary & Creditors List
---------------------------------------------------
Debtor: Wesfort, Corporation
        720 Brooker Creek Boulevard, Suite 214
        Oldsmar, FL 34677

Bankruptcy Case No.: 11-02572

Chapter 11 Petition Date: February 15, 2011

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

Judge: Catherine Peek McEwen

Debtor's Counsel: C. Todd Marks, Esq.
                  WESTCHASE LAW, P.A.
                  12029 Whitmarsh Lane
                  Tampa, FL 33626
                  Tel: (813) 490-5211
                  Fax: (813) 441-8953
                  E-mail: todd@westchaselaw.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/flmb11-02572.pdf

The petition was signed by Tahsin Adnan Tan, president.


WESTMORELAND COAL: Board Seats of Stern and Vicino Terminated
-------------------------------------------------------------
Effective Feb. 4, 2011, the board seats of Mr. William Stern and
Mr. Frank Vicino, Westmoreland Coal Company's preferred directors,
were terminated due to the operative language in Section 4(b) of
the Designation of the Series A Convertible Exchangeable Preferred
Stock.  The holders of the Preferred Stock became entitled to two
board seats upon the failure of the Company to declare and pay in
full dividends across six quarterly dividend payment periods.  As
the Company set aside for payment all accrued and unpaid dividends
due and owing on the Preferred Stock on February 4th, the two
director seats automatically terminated.

Mr. Kevin Paprzycki was appointed Treasurer in mid-2010 in
addition to his role as Chief Financial Officer.  As Mr. Paprzycki
has increased his responsibilities and role in the Company, the
Compensation and Benefits Committee awarded Mr. Paprzycki,
effective February 4, 2011, a base salary increase to $245,000.

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company is an
energy company whose operations include five surface coal mines in
Montana, North Dakota and Texas and two coal-fired power-
generating units with a total capacity of 230 megawatts in North
Carolina.  The Company sold 24.3 million tons of coal in 2009.
The Company's two principal operating segments are its coal
segment and its power segment, in addition to two non-operating
segments.

The Company's balance sheet at Sept. 30, 2010, showed
$765.0 million in total assets, $898.75 million in total
liabilities, and a stockholders' deficit of $133.75 million.

As reported in the Troubled Company Reporter on March 15, 2010,
KPMG LLP, in Denver, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that of the Company's recurring losses from
operations, working capital deficit and net capital deficiency.


WESTMORELAND COAL: Designates Assignments for 3 New Directors
-------------------------------------------------------------
The Board of Directors of Westmoreland Coal Company, upon
recommendation of the Board's Nominating and Corporate Governance
Committee, has appointed Gail E. Hamilton, Jan B. Packwood and
Robert C. Scharp to the Board effective February 7, 2011.  These
appointments were formally accepted by Ms. Hamilton and Messrs.
Packwood and Scharp on December 29, 2010.

On Feb. 7, 2010, the Board appointed Ms. Hamilton to the Audit and
Compensation and Benefits Committees, Mr. Packwood to the Audit
Committee, as well as appointed him Chair of the Nominating and
Corporate Governance Committee and Mr. Scharp to the Audit and
Nominating and Corporate Governance Committees.

Each of the Incumbent Directors will receive compensation as a
non-employee director in accordance with the Company's non-
employee director compensation practices, consisting of a $35,000
annual base retainer, $5,000 annual retainer for committee
membership on the Audit, Compensation and Benefits, or Nominating
and Corporate Governance Committee, $1,000 for each telephonic
meeting attended and $1,500 for each in-person meeting attended.
Should the Incumbent Directors be elected by the stockholders at
the annual meeting in May, they will each be entitled to receive a
grant of restricted stock equal to $50,000 in value with a one-
year vest.

There are no arrangements or understandings between the Incumbent
Directors and any other person pursuant to which they were
appointed to serve on the Company's Board.  In addition, the
Incumbent Directors have no direct or indirect material interest
in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company is an
energy company whose operations include five surface coal mines in
Montana, North Dakota and Texas and two coal-fired power-
generating units with a total capacity of 230 megawatts in North
Carolina.  The Company sold 24.3 million tons of coal in 2009.
The Company's two principal operating segments are its coal
segment and its power segment, in addition to two non-operating
segments.

The Company's balance sheet at Sept. 30, 2010, showed
$765.0 million in total assets, $898.75 million in total
liabilities, and a stockholders' deficit of $133.75 million.

As reported in the Troubled Company Reporter on March 15, 2010,
KPMG LLP, in Denver, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that of the Company's recurring losses from
operations, working capital deficit and net capital deficiency.


WESTMORELAND COAL: Issues $150MM of Sr. Secured Notes Due 2018
--------------------------------------------------------------
Westmoreland Coal Company and certain subsidiaries announced that
it has closed on the issuance of $150.0 million aggregate
principal amount of Senior Secured Notes due 2018 in a private
placement.

The net proceeds from the offering of the Notes will be used to
pay all accrued and unpaid dividends on the Company's Series A
preferred stock, for general corporate purposes and to repay
certain indebtedness, including the retirement of approximately
$2.5 million of the outstanding principal owed to Tontine
Partners, LP and Tontine Capital Partners, LP on the Company's
senior secured convertible notes.  In connection with the
offering, Tontine converted the remaining principal amount of its
notes into 1,877,946 shares of the Company's common stock.  As a
result of such conversion, the Company has 13,083,677 shares of
common stock outstanding of which 3,281,707 are held by Tontine
and affiliates.

The Notes were sold only to qualified institutional buyers in the
United States in reliance on Rule 144A under the Securities Act of
1933, and outside the United States to non-U.S. persons in
reliance on Regulation S under the Securities Act.  The issuance
of the Notes was not registered under the Securities Act, and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.

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

               http://ResearchArchives.com/t/s?7377

A full-text copy of the Registration Rights Agreement is available
for free at http://ResearchArchives.com/t/s?7378

A full-text copy of the Pledge and Security Agreement is available
for free at http://ResearchArchives.com/t/s?7379

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company is an
energy company whose operations include five surface coal mines in
Montana, North Dakota and Texas and two coal-fired power-
generating units with a total capacity of 230 megawatts in North
Carolina.  The Company sold 24.3 million tons of coal in 2009.
The Company's two principal operating segments are its coal
segment and its power segment, in addition to two non-operating
segments.

The Company's balance sheet at Sept. 30, 2010, showed
$765.0 million in total assets, $898.75 million in total
liabilities, and a stockholders' deficit of $133.75 million.

As reported in the Troubled Company Reporter on March 15, 2010,
KPMG LLP, in Denver, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that of the Company's recurring losses from
operations, working capital deficit and net capital deficiency.


WILMINGTON TRUST: S&P Lowers Counterparty Credit Rating to 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term counterparty credit rating on Wilmington Trust Corp. to
'CCC+' from 'BB+'.  S&P also lowered its counterparty credit
rating on Wilmington's main bank subsidiary, Wilmington Trust Co.,
DE, to 'B/B' from 'BBB-/A-3.' The ratings remain on CreditWatch
with positive implications because of Wilmington's definitive
agreement to be acquired by M&T.

The downgrades reflect Wilmington's recent larger-than-expected
net losses -- including a substantial net loss in fourth-quarter
2010 -- that have further eroded its capital base.  "Although
S&P's prior downgrades recognized the continued decline in
Wilmington's fundamentals during the past several quarters, the
most recent acceleration in earnings, asset quality, and capital
deterioration have been markedly worse than S&P originally
expected," said Standard & Poor's credit analyst Barbara
Duberstein.

The current downgrade addresses the recent rapid decline in
Wilmington's credit quality as an independent company.  However,
more importantly, as represented by S&P's positive CreditWatch
designation, S&P expects Wilmington's creditors ultimately to
experience a sharp increase in their credit protection following
the planned acquisition by higher-rated M&T (A-/Negative/--).  In
this $351 million stock transaction that was announced Nov. 1,
2010, M&T will assume all of Wilmington's assets and liabilities.

S&P continue to believe that there is a high likelihood that
Wilmington's acquisition by M&T will be completed.  Based on
public disclosures and S&P's opinion on the good strategic fit of
the two companies, S&P believes that M&T remains very motivated to
add Wilmington's corporate trust and wealth-management businesses
to its business profile.  Also, Wilmington's branch network is
complementary to M&T's community-banking franchise.  Furthermore,
S&P recognize that, under accounting rules, M&T can seek to
protect itself from Wilmington's future loan losses by
aggressively marking Wilmington's loans to market at the time of
closing.  The merger is subject to regulatory approval and
approval by Wilmington's shareholders.  Each which will likely
occur, in S&P's opinion.  Wilmington expects the acquisition to be
completed in second-quarter 2011.

The positive CreditWatch reflects Wilmington's planned acquisition
by M&T.  S&P expects to equalize its ratings on Wilmington with
those on M&T at or close to the time of the completion of the
acquisition.  If the acquisition is not completed, S&P may
downgrade Wilmington further.


WINDY ACQUISITION: Files for Chapter 11 Bankruptcy in Chicago
-------------------------------------------------------------
Windy Acquisition LLC, doing business as Gage Food Products and
Dale Foods, filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-05838) on Feb. 15, 2011.

Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that Gage Food supplies facilities located in 15 states
and also does business as Dale Foods.

DBR notes Gage Food once tried to get the attention of First Lady
Michelle Obama and Food Network star Jamie Oliver.  According to
DBR, the suburban Chicago company wrote an open letter in May 2010
that points to all of the healthy products that it has pushed on
its biggest customers: schools, camps and day cares.


WINDY ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Windy Acquisition LLC
          dba Gage Food Products
              Dale Foods
        600 N. York Road
        Bensenville, IL 60106

Bankruptcy Case No.: 11-05838

Chapter 11 Petition Date: February 15, 2011

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

Judge: John H. Squires

Debtor's Counsel: Abraham Brustein, Esq.
                  DIMONTE & LIZAK, LLC
                  216 W. Higgins Road
                  Park Ridge, IL 60068
                  Tel: (847) 698-9600 Ext. 221
                  Fax: (847) 698-9623
                  E-mail: abrustein@dimonteandlizak.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb11-05838.pdf

The petition was signed by Dean Calvert.


* New Experian Report Finds Smaller Firms Struggling to Pay Bills
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that small businesses last year
took longer to pay their bills, owing ever larger amounts well
past due to suppliers, service providers and other creditors,
Experian reported this week.

In December, according to DBR, businesses with fewer than 49
employees were an average of 7.6 days late paying bills, a 10.12%
increase from the beginning of the year, the global information
services company said.

The report notes that the national average for businesses of all
sizes was 6.5, up 12.5% since the beginning of 2010.  Large
corporations and non-employer businesses last year saw the largest
increase in the number of days they were late paying bills, rising
23.5% and 13.7% respectively, Experian said in its Business
Benchmark Report, DBR discloses.  Business Benchmark Report offers
a monthly look at how businesses are faring in the U.S. based upon
four key indicators of business health, including the percentage
of dollars considered delinquent and severely delinquent, DBR
notes.


* Mintz Levin Establishes Distressed Debt and Claims Trading
------------------------------------------------------------
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., which has a
nationally recognized reputation successfully representing
numerous parties in the distressed debt industry, has formed a
dedicated Distressed Debt and Claims Trading Practice aimed at
helping clients take advantage of opportunities throughout the
distressed debt market.

The new practice group -- which is being spearheaded by New York-
based litigators, Frank Earley and Dominic Picca and bankruptcy
attorney Paul Ricotta -- will be comprised of bankruptcy and
litigation attorneys from across all of the firm's offices.  The
group will assist clients in all aspects of the acquisition and
sale of distressed investments, including bank loans and trade
claims.  The group will also offer a unique area of expertise --
assisting clients with disputes between inexperienced sellers and
members of the claims trading industry.

Clients will include both the sellers and buyers of these
instruments, and range from domestic and international private
equity and hedge funds to private investment funds specializing in
distressed investments, as well as trade creditors seeking to
liquidate their bankruptcy claims.

"As the distressed debt market continues to evolve, client demand
for experienced professionals who can navigate this complex
industry is at an all-time high," said Richard E. Mikels, Chairman
of Mintz Levin's Bankruptcy, Restructuring and Commercial Law
Section.  "The unique skill set of our attorneys, combined with
the firm's restructuring experience, allows us to provide clients
with a broad perspective and a deep expertise in matters
relating to all aspects of bankruptcy law, including claims
trading and distressed debt investing."

Among various notable transactions, the firm has successfully
litigated the seminal case involving a dispute between an
international corporation with no experience in trading claims,
and a major distressed claims trader.  In addition, the firm has
represented numerous buyers and sellers of claims in the General
Motors, Chrysler, Mirant Corporation, Enron, Delphi Automotive and
Lehman Chapter 11 cases.

For more information about Mintz Levin please visit
http://www.mintz.com/

Contact:

   Mintz Levin
   Shannon Vander Hook, 212-575-4545
   svanderhook@lakpr.com


* Oaktree Returns Money in Distressed Investment Fund
-----------------------------------------------------
Amy Or, writing for Dow Jones Newswires, reported that a person
familiar with the situation said Tuesday U.S. asset manager
Oaktree Capital Management LLC has started returning capital to
investors as one of its funds, which invests in distressed debt,
is within weeks of the end of its three-year investment period.

Dow Jones relates The Financial Times reported earlier Tuesday
Oaktree's return of investor capital, saying, it was due to
difficulties in finding distressed investment opportunities as the
economy improves.

According to Dow Jones, the source said the private equity-format
fund, OCM Opportunities Fund VIb Delaware L.P, is returning $3
billion to investors as the fund's investments mature.  Investors
will get the remainder of their capital and their share of profit
when the fund's investment period ends in March, the person added.

Dow Jones relates the Oaktree fund raised about $10.9 billion in
March 2008, making it one of the largest-ever distressed debt
funds.  The fund closed right before the financial crisis, which
presented many potential distressed investments following the
collapse of Lehman Brothers Holdings Inc. and the advent of the
worst U.S. economic crisis since the Depression.

According to Dow Jones, in the weeks following Lehman's bankruptcy
on Sept. 15, 2008, the fund deployed 70% of the capital it raised,
according to the person familiar with the situation.


* Paul Hastings Bankruptcy Pro Joins Latham
-------------------------------------------
Bankruptcy Law360 reports that Paul E. Harner, a restructuring
attorney who specializes in representing debtors in Chapter 11
bankruptcy cases, has jumped to the New York office of Latham &
Watkins LLP from Paul Hastings Janofsky & Walker LLP.


* BOOK REVIEW: THE OUTLAW BANK - A Wild Ride Into the Secret Heart
               of BCCI
------------------------------------------------------------------
by Jonathan Beaty and S. C. Gwynne.
Beard Books, Washington, D.C. 2004
(reprint of book published by Random House in 1993)
399 pages. $34.95 trade paper, ISBN 1-58798-146-7.

Toward the end of their labyrinthine study of an international
financial scam running over 20 years, the authors are prophetic:
"Since none of the rules [allowing for the BCCI scam] have
changed, there is nothing to prevent other BCCIs from springing up
in the artfully created regulatory gaps.  And no one in authority
wants
the rules to change."  The BCCI scam which was disclosed in the
early 1990s prefigured the scams in the field of finance and
investing that have come to light in 2008 and are continuing to be
reported and investigated.  The $20 million involved in the BCCI
scandal made it the biggest financial scandal in history up to the
1990s.  The investigative reporters, Messrs. Beaty and Gwynne, see
that BCCI and the worldwide network of individuals at all levels
of private business and government became exposed because of their
excesses.  If they had been less greedy and a little more
discreet,
the BCCI operation could likely have continued indefinitely.  But
this is how such scandals usually come to an end -- the greed
becomes uncontrollable, those involved become reckless.  Messrs.
Beaty and Gwynne track how BCCI originated, how it grew
phenomenally, and how it came apart at the seams.

BCCI stands for Bank of Credit and Commerce.  The Pakistani Agha
Hasan Abedi founded the bank in 1972.  Promoting it as the Third
World's first multinational bank, he was soon getting involvement
from sponsors and investors throughout the Middle East and in the
United States.  Bert Lance, Jimmy Carter's short-lived budget
director, and Clark Clifford, at the time legendary Washington
D.C. "fixer", were early sponsors profiting from BCCI's growth and
connections.

The book grew from the authors reporting on the unfolding BCCI
scandal for Time magazine.  This account has more dimensions than
even a long-running investigative journalism report given much
space in a news periodical could hope to deal with.  With
unparalleled maneuverability to expose the story from their
association with the major news magazine Time and consummate
investigative journalism skills, Messrs. Beaty and Gwynne
accomplish the best account possible of the mind-boggling scandal.
But as their prophecy near the end implies, there is no
neat conclusion nor sense of finality to the story.  Some of the
perpetrators and some of the enablers such as Clifford have faced
prosecution and have plea bargained or been found guilty.  But
rather than been brought to accountability, nearly all those
involved have been instead dispersed to become involved in other
enterprises whose bases and aims are bound to be suspect.  Several
of the key players who provided much of the inside information to
the dogged authors are given pseudonyms so as not to put them at
risk for reprisals by any of the dozens of persons involved in
BCCI who are going about their lives as if nothing had happened.

The book is not a reworking or even simple expansion of the
authors' investigative journalism for Time magazine.  Even those
familiar with the BCCI story will find the book engaging.  With
the colorful characters continually popping up, the high financial
states, international scope, and touches of danger, it reads like
a gripping espionage novel.

Both authors were leaders in investigative reporting in their
careers at Time magazine.  Now retired, Jonathan Beaty is writing
a book on
the CIA and Middle East arms dealing.  S. C. "Sam" Gwynne was an
international banker at one time, and is now executive editor of
Texas Monthly Magazine.

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related petitions in Acrobat PDF
format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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