TCR_Public/110221.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, February 21, 2011, Vol. 15, No. 51

                            Headlines

524 HOWARD: Case Summary & 5 Largest Unsecured Creditors
A.C. MOORE: Board Explores Strategic Alternatives
AE&E INC: Case Summary & 20 Largest Unsecured Creditors
ALEXA PROFESSIONAL: Case Summary & Largest Unsecured Creditor
AMERICAN EQUITY: Fitch Affirms 'BB+' Issuer Default Rating

AMERICAN HOME: Credit Agricole Loses $478MM Claim Over Repo Deal
AMERICA'S BREWING: Financial Woes Prompt Bankruptcy Filing
ANCHOR BLUE: Court Approves Liquidation Plan
ANGIOTECH PHARMACEUTICALS: Executes Settlement Deal With Rex
ANGIOTECH PHARMACEUTICALS: Court Accepts Plan of Compromise

AQUILEX HOLDINGS: S&P Affirms Corporate Credit Rating at 'B'
ARKANOVA ENERGY: Posts $1.5 Million Net Loss in Dec. 31 Quarter
ART DECO: Case Summary & 10 Largest Unsecured Creditors
ATLANTIC LEASING: Voluntary Chapter 11 Case Summary
BANK OF THE CAROLINAS: Halts Trust Preferred Dividend Payments

BERNARD L MADOFF: Wilpons Say They Will Be "Vindicated"
BILLING SERVICES: Moody's Downgrades Corp. Family Rating to 'B2'
BORDERS GROUP: Gets Court Nod to Liquidate 200+ Stores
BORDERS GROUP: Has Interim Access to $400-Mil. in FInancing
BORDERS GROUP: Wins Interim Approval to Use Cash Collateral

BORDERS GROUP: Australian Chain Sent to Administration
BUILDING 500: Voluntary Chapter 11 Case Summary
CAPITAL AUTOMOTIVE: S&P Raises Ratings to 'B+' on Refinancing
CAPITOL BANCORP: Amends Pacts for Trust-Preferred Securities
CASTLETON PLAZA: Case Summary & 14 Largest Unsecured Creditors

CATALYST PAPER: Snowflake Mill Extends CBA with USW Until 2014
CB RICHARD: S&P Affirms 'BB' Counterparty Credit Rating
CDC PROPERTIES: Files Schedules of Assets & Liabilities
CDC PROPERTIES: Taps Ryan Swanson as General Counsel
CENTRALIA OUTLETS: U.S. Trustee Unable to Form Creditors Committee

CHAPRIL BUILDING: Case Summary & 2 Largest Unsecured Creditors
CHARTER OAK BANK: Closed; Bank of Marin Assumes All Deposits
CINCINNATI BELL: S&P Downgrades Corporate Credit Rating to 'B'
CITIZENS BANK OF EFFINGHAM: Closed; HeritageBank Assumes Deposits
CLAIRE'S STORES: Bank Debt Trades at 2% Off in Secondary Market

CLAIRE'S STORES: Expects to Report $422MM Net Sales for Q4
CLAIRE'S STORES: To Offer Sr. Secured Notes to Partly Repay Debt
CONSTAR INT'L: Has $10-Mil. L/C Facility From Wells Fargo
CLEAR CHANNEL: Bank Debt Trades at 8% Off in Secondary Market
CONSTAR INT'L: Has $10-Mil. L/C Facility From Wells Fargo

CUMULUS MEDIA: Bank Debt Trades at 3% Off in Secondary Market
DEX MEDIA EAST: Bank Debt Trades at 20% Off in Secondary Market
DJ HILES: Case Summary & 20 Largest Unsecured Creditors
DREIER LLP: Trustee Seeks to Probe 39 Law Firms, Former Attorneys
DUKE AND KING: Committee Taps Mesirow Fin'l. as Financial Advisor

DYER ROAD: Voluntary Chapter 11 Case Summary
EMIVEST AEROSPACE: Seeks Permission to Hold Auction, Avoid Default
EQUIPMENT MANAGEMENT: Taps Schwartz Law Firm as Bankr. Counsel
EQUIPMENT MANAGEMENT: Asks for Court's Nod to Sell Equipment
ESSAR STEEL: S&P Keeps 'B-' Long-Term Corporate Credit Rating

F & S: Case Summary & 3 Largest Unsecured Creditors
FENTURA FINANCIAL: Dismisses Crowe Horwath as Accountants
FIRST PHYSICIANS: Recurring Losses Prompt Going Concern Doubt
FLEMING COS: Wayne Berry Loses Another Round in Litigation
FOX HILL: Files Schedules of Assets and Liabilities

FRANK PARSONS: Wants Key Incentive Plan OK'd on Select Employees
FREESCALE SEMICONDUCTOR: Debt Trades at 100.04 Cents-on-the-Dollar
GALP GRAYRIDGE: Gets Final Court Okay to Use Cash Collateral
GENCORP INC: Salaries and Bonuses of Executives Approved
GEO W PARK: Plan of Reorganization Wins Court Approval

GERALD TROOIEN: FBI Searches Evidence of Fraud at JLT Group
GIORDANO'S ENTERPRISES: Updated Case Summary & Creditors List
GREAT ATLANTIC & PACIFIC: Gets Until July 10 to Decide on Leases
GREAT ATLANTIC & PACIFIC: Proposes Claims Settlement Procedures
GREAT ATLANTIC & PACIFIC: Schedules Now Due March 25

GREAT ATLANTIC & PACIFIC: Wants to Dispose of De Minimis Assets
GREEN EARTH: Posts $2.6 Million Net Loss in December 31 Quarter
GROVE STREET: Court to Consider Plan Outline on February 28
GROVE STREET: Has Access to Lender's Cash Collateral Until Feb. 28
GSI GROUP: Releases Shares Held in Escrow

GTM ENERGY: Case Summary & 20 Largest Unsecured Creditors
GTS 900: Astani Signs Pact to Sell Concerto Building to Corus
GUITAR CENTER: Bank Debt Trades at 1% Off in Secondary Market
HABERSHAM BANK: Closed; SCBT National Association Assumes Deposits
HAWKER BEECHCRAFT: Bank Debt Trades at 11% Off in Secondary Market

HCA HOLDINGS: J. Milton Johnson Appointed President and CFO
HERCULES OFFSHORE: Bank Debt Trades at 1% Off in Secondary Market
I. V. BEST: Case Summary & 20 Largest Unsecured Creditors
IMAGE METRICS: Amends March 31 Form 10-Q to Correct Errors
IMAGE METRICS: Amends June 30 Quarterly Report to Correct Errors

IMAGE METRICS: Recurring Losses Prompt Going Concern Doubt
INTEGRATED BIOPHARMA: Incurs $423,000 Net Loss in Dec. 31 Quarter
INTEGRATED HEALTHCARE: Reports $426,000 Net Income in Dec. 31 Qtr.
KEYSTONE AUTOMOTIVE: Soliciting Acceptances for Exchange, Prepack
KNOWLEDGE LEARNING: Moody's Affirms 'B1' Corporate Family Rating

KCXP INVESTMENTS: Wants Collateral Use, Court Requires Asset Check
L-1 IDENTITY: S&P Affirms Corporate Credit Rating at 'B+'
LAXMI, INC: Case Summary & 20 Largest Unsecured Creditors
LEAR CORPORATION: Moody's Retains 'Ba3' Corporate Family Rating
LEHMAN BROTHERS: CalPERS Sues Ex-Lehman Execs., Underwriters

LEHMAN BROTHERS: Franklin, et al., Have 5.1% Equity Stake
LEHMAN BROTHERS: LBI Trustee Deal with CalPERS Approved
LEHMAN BROTHERS: Seoul Court Rules in Derivatives Case
LEHMAN BROTHERS: UBS Opposes LBI Trustee Demand for Payment
LIONCREST TOWERS: Cash Collateral Use Hearing on March 30

MARC AND RENEE: Case Summary & 2 Largest Unsecured Creditors
MCK ARBOURS: Case Summary & 20 Largest Unsecured Creditors
MEXICAN BENEFIT: Case Summary & 2 Largest Unsecured Creditors
MICHAEL FOODS: Moody's Assigns 'B1' Rating to New Senior Loan
MID-AMERICAN: Case Summary & 20 Largest Unsecured Creditors

MRU HOLDINGS: S.D.N.Y. Ct. Dismisses Class Suit v. Merrill
MULTIPLAN INC: S&P Assigns 'B' Rating to New $1.265 Bil. Loan
NBC ACQUISITION: Moody's Downgrades Default Rating to 'Caa2'
OPTI CANADA: Incurs C$273.82 Million Net Loss in 2010
PALMAS COUNTRY CLUB: Plan Confirmation Hearing Set for March 8

PCS EDVENTURES!.COM: Posts $139,000 Net Loss in Dec. 31 Quarter
PETROHUNTER ENERGY: Posts $1.4 Million Net Loss in Dec. 31 Quarter
PNM RESOURCES: Fitch Withdraws 'BB' Issuer Default Rating
PROGNOZ SILVER: Repays Part of Outstanding Debt
RAFAEL QUINONES: Case Summary & 20 Largest Unsecured Creditors

REALOGY CORP: Bank Debt Trades at 4% Off in Secondary Market
RED ROCKET: Plan Confirmation Hearing Continued Until March 9
REOSTAR ENERGY: Court OKs Michael McConnell as Chapter 11 Examiner
RITE AID: Fitch Assigns 'BB-/RR1' Ratings to $343 Mil. Loans
RITE AID: S&P Assigns 'B+' Rating to $343 Mil. Senior Loan

RIVER EAST: Secured Creditor Tries to Block Cash Collateral Use
RIVER EAST: Secured Creditor Wants Ch 11 Bankr. Case Dismissed
RIVER EAST PLAZA: Wants Cindy O'Drobinak to Continue as Receiver
ROBB & STUCKY: Files for Chapter 11 to Sell Business
ROBB & STUCKY: Case Summary & 20 Largest Unsecured Creditors

ROUND TABLE: Wants to Assume Insurance & Premium Financing Deals
SALON MEDIA: Posts $724,000 Net Loss in December 31 Quarter
SAN LUIS TRUST BANK: Closed; First California Assumes Deposits
SCI REAL ESTATE: Section 341(a) Meeting Scheduled for March 23
SEAHAWK DRILLING: Shareholders Seek Official Committee

SECURED CALIFORNIA: Section 341(a) Meeting Scheduled for March 23
SECUREALERT INC: Incurs $2.1 Million Net Loss in Dec. 31 Quarter
SMURFIT-STONE: S&P Retains CreditWatch Positive on 'BB-' Rating
SPA SYDELL: Emerges from Chapter 11 Bankruptcy With New Owner
STANFORD INT'L: Owner Sues Prosecutors, FBI Agents, & SEC Lawyers

SWADENER INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
TA-COLONIAL: Voluntary Chapter 11 Case Summary
TBS INTERNATIONAL: Regains Compliance with Nasdaq Listing Rules
TOWNSENDS INC: To Sell Assets for $76.3 Million to Two Buyers
TRIAD GUARANTY: Reports $26.8 Million Net Income in Q4 2010

TRIBUNE CO: Jewel Food, et al., Want Lift Stay to Pursue Claim
TRIBUNE CO: Proposes to Expand Novack and Macey Work
TRIBUNE CO: Bank Debt Trades at 27% Off in Secondary Market
TERRESTAR NETWORKS: Inks 3rd & 4th Amendments to DIP Documents
TERRESTAR NETWORKS: Deadline to Decide on Leases Moved to May 17

TERRESTAR NETWORKS: Committee Amends Suit vs. U.S. Bank, N.A.
TERRESTAR NETWORKS: Cassels, Committee Counsel, Hikes Rates
UNITED WESTERN: Sues Regulators; Calls Bank Seizure Premature
USG CORP: Brian Kenney Appointed to Board of Directors
UTEX COMMUNICATIONS: Court Says Settle Disputes Prior to Plan

WARNER MUSIC: Fitch Affirms Issuer Default Rating at 'BB-'
WHITTEN PARTNERSHIP: Voluntary Chapter 11 Case Summary
WINGATE AIRPORT: Section 341(a) Meeting Scheduled for March 17
ZEIGER CRANE: Case Summary & 20 Largest Unsecured Creditors

* Equifax Report Shows Small Biz Bankrupties Fall 18% in Q4
* 4 Banks Shuttered Friday; Year's Failures Now 22
* S&P's 2011 Global Corporate Default Tally Rises to Three

* Centerbridge Partners Nears Third Close for Buyout
* NHB Advisors Opens Chicago Office & Adds Three New Professionals

* BOND PRICING -- For Week From Feb. 14 to 18, 2011

                            *********

524 HOWARD: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 524 Howard, LLC
        62 First Street, 4th Floor
        San Francisco, CA 94105

Bankruptcy Case No.: 11-30594

Chapter 11 Petition Date: February 17, 2011

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

Judge: Dennis Montali

Debtor's Counsel: Reno F.R. Fernandez, Esq.
                  MACDONALD AND ASSOC.
                  221 Sansome Street
                  San Francisco, CA 94104
                  Tel: (415) 362-0449
                  E-mail: r.fernandez@macdonaldlawsf.com

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

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

The petition was signed by Richard Johnson, manager.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
CMR Mortgage Fund, LLC                08-32220            11/18/08
CMR Mortgage Fund II, LLC             09-30788            03/31/09
CMR Mortgage Fund III, LLC            09-30802            03/31/09

524 Howard's List of five Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
San Francisco Tax Collector        2007-2010 Property     $868,250
P.O. Box 7426                      Taxes and Penalties
San Francisco, CA 94120-7426

San Francisco Tax Collector        2010-2011 Property     $272,073
P.O. Box 7426                      Taxes
San Francisco, CA 94120-7426

Stein & Lubin LLP                  Attorney's Fees          $6,675
600 Montgomery Street, 14th Floor
San Francisco, CA 94111

Orrick, Herrington, et al.         Attorney's Fees          $1,365

CT Corp                            Dom Rep                    $257


A.C. MOORE: Board Explores Strategic Alternatives
-------------------------------------------------
A.C. Moore Arts & Crafts, Inc., announced that its board of
directors is exploring strategic alternatives to enhance
shareholder value including, but not limited to, a potential sale
of the Company, corporate financing or capital raise.  Janney
Montgomery Scott LLC has been engaged to serve as the Company's
financial advisor in this process.  The Company has received third
party expressions of interest.  However, the Company does not
intend to disclose any developments regarding its exploration of
strategic alternatives, unless and until its Board of Directors
has approved a specific transaction.  There can be no assurance
that a transaction will result from this process.

The Company also reported that it ended fiscal 2010 with more than
$35.0 million in cash, as forecasted during its investor
conference call for third quarter fiscal 2010 results.

                         About A.C. Moore

A.C. Moore is a specialty retailer offering a selection of arts,
crafts and floral merchandise.  A.C. Moore opened its first A
store in Moorestown, New Jersey in 1985, and has grown to 135
stores as of Oct. 31, 2010.  Its stores are located in the Eastern
United States from Maine to Florida.  In October 2007, A.C. Moore
launched its e-commerce site, http://www.acmoore.com/

The Company's balance sheet at Oct. 2, 2010 showed $238.1 million
in assets, $102.3 million in liabilities, and $135.79 million in
Stockholders' equity.

The Company reported a net loss of $25.90 million on $468.89
million of sales for fiscal 2009, compared with a net loss of
$26.57 million on $534.66 million of sales for fiscal 2008.  The
Company reported a net loss of $25.37 million for nine months
ended Oct. 2, 2010.


AE&E INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: AE&E Inc.
        fka Von Roll, Inc.
        fka AE&E Von Roll, Inc.
        302 Research Drive, Suite 300
        Norcross, GA 30092

Bankruptcy Case No.: 11-54670

Chapter 11 Petition Date: February 16, 2011

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

Debtor's Counsel: J. Hayden Kepner, Jr., Esq.
                  SCROGGINS & WILLIAMSON
                  1500 Candler Bldg.
                  127 Peachtree Street, NE
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  E-mail: hkepner@swlawfirm.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/ganb11-54670.pdf

The petition was signed by Peter Chromec, CEO.


ALEXA PROFESSIONAL: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Alexa Professional Plaza, LLC.
        865 N. Eastern Ave.
        Las Vegas, NV 89101

Bankruptcy Case No.: 11-12182

Chapter 11 Petition Date: February 16, 2011

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

Judge: Linda B. Riegle

Debtor's Counsel: Matthew Q. Callister, Esq.
                  823 Las Vegas Blvd S, Suite 500
                  Las Vegas, NV 89101
                  Tel: (702) 385-3343
                  Fax: (702) 385-2899
                  E-mail: mqc@call-law.com

Scheduled Assets: $800,000

Scheduled Debts: $1,725,000

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Rodney M Jean, Esq.       Bank Loan              $1,725,000
300 S. Fourth Street
Las Vegas, NV 89101

The petition was signed by Rafael Mirchou, sole member.


AMERICAN EQUITY: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating of American
Equity Investment Life Holding Company at 'BB+' and the Insurer
Financial Strength ratings at 'BBB+' of its insurance operating
subsidiaries, American Equity Investment Life Insurance Company
and American Equity Investment Life Insurance Company of New York.
The Rating Outlook is Stable.  At the same time, Fitch has
assigned its 'BB' rating to AEL's $200 million 3.50% senior
convertible senior notes due 2015.

Fitch views AEL's chief credit strengths to include:

  --  A high credit quality bond portfolio;
  --  Improved operating trends;
  --  Adequate statutory capital for the rating.

Additional support for the rating includes Fitch's updated view of
diminished risks in AEL's operating environment.  The repeal of
SEC rule 151a removed an immediate threat to AEL's product and
distribution strategy and allows the company's current sales model
to continue without increased costs and disruption.  Fitch also
believes the resolution in the recent settlement of one of two
class action lawsuits reduces uncertainty for future operating
results.  In addition, Fitch believes that AEL's reinvestment risk
has declined, driven by the redemption of significant amounts of
callable federal agency securities.  Factors that partially offset
the lower reinvestment risk are a potentially lower investment
portfolio yield and increased yet reasonable credit risk.

Fitch views AEL's bond portfolio to be of high credit quality.  At
Sept. 30, 2010, U.S. Government sponsored agencies accounted for
26% of fixed income securities and 97% of the portfolio was
investment grade according to NAIC standards.  Given the
composition of the investment portfolio, AEL had comparably less
investment related losses over the recent period of challenging
capital markets than many of its peers.  As the composition of
AEL's portfolio continues to change as certain fixed maturity
securities are subject to call redemption, Fitch expects credit
risk will rise to levels more consistent with historical life
insurance industry averages.  AEL's credit risk as measured by the
risky assets to total adjusted capital ratio is estimated at 48%
at Sept. 30, 2010, and compares favorably to the life insurance
industry average of 135% at year-end 2009.

AEILIC's statutory total adjusted capital increased 21% through
the first nine months of 2010 to $1.4 billion.  Fitch views
AEILIC's NAIC risk based capital ratio as adequate for the rating
category.  For Sept. 30, 2010, Fitch estimates that RBC was above
year end 2009 levels of 337% and expects AEILIC's 2011 RBC ratio
will be maintained above 300% as internally generated capital will
be partially offset by strong sales growth and increased credit
risk as the company shifts its portfolio mix away from federal
agency securities to corporate bonds.  Based on the company's
strong sales trends reported in the fourth quarter of 2010, Fitch
believes that AEL may need to manage sales growth and access
reinsurance markets in 2011 given the strain new FIA sales have on
risk-based capital.

Fitch's rating concerns include:

  -- AEL's lack of diversification in revenue and earnings, as
     well as distribution;

  -- Increased credit risk in AEL's investment portfolio over the
     next couple of years, particularly commercial mortgage loans;

  -- A spike in interest rates and surrender rates.

Fitch believes the credit quality of AEL's investment portfolio's
will continue to decline from its historically high level given
the significant amount of callable federal agencies securities
redeemed in over the past 12 months and additional fixed income
securities that will become subject to call redemption in 2011.
AEL has invested new money primarily in corporate bonds (largely
rated 'A' and 'BBB') and directly placed commercial mortgages.

Fitch believes that AEL's exposure to credit impairments in 2011
is manageable but that AEL may experience additional credit
related losses in non-agency, residential mortgage backed
securities and commercial real estate related assets.

Like many fixed annuity books of business, AEL's primary business
risk is to a spike in interest rates concurrent with increased
surrender rates.  In Fitch's opinion, given the large book of
fixed annuities, interest rate risk is AEILIC's chief balance
sheet risk, as the market values of its assets and liabilities are
sensitive to changes in interest rates.  This concern is amplified
by AEILIC's investment portfolio's significant allocation to U.S.
government agency callable securities, which raises the level of
interest rate sensitivity as well as reinvestment risk, albeit
this risk is softening as more agency bonds are called and the
proceeds are invested in other securities.  Additionally, FIAs
include product features such as surrender charges and terms that
are designed to limit withdrawals, and thus help protect against
reinvestment risk.

Historically, AEL has relied on access to the reinsurance and
capital markets to support sales capacity.  This access may not be
available in more challenging economic environments, which does
limit AEL's financial flexibility, in Fitch's view.

Rationale for the 'BB' rating on AEL's $200 million 3.50%
convertible securities is based on its pari pasu ranking with
similar senior convertible debt.  The company used issuance
proceeds to repay its $150 million bank line.  Fitch has not
assigned equity-credit to these securities.  AEL's financial
leverage was 43.9% at Sept. 30, 2010.  AEL's equity credit
adjusted leverage increased slightly to almost 31% at Sept. 30,
2010, but is within tolerable levels for the 'BB' rating category.
AEL's GAAP based EBIT-based interest coverage has improved to the
5 times-6xs range in 2010 and maximum statutory dividend coverage
is expected to be above 3x for 2011.

Fitch views that AEL's new three year $160 million bank line has
improved financial flexibility with regards to the $74.5 million
in convertible securities that are putable on Dec. 15, 2011.
Fitch notes that an additional $115.9 million in securities have a
first put date in December 2014.

AEL is headquartered in West Des Moines, Iowa and had reported
total GAAP assets of $24.7 billion and equity of $1 billion at
Sept. 30, 2010.  AEILIC, the main operating subsidiary of AEL, is
also headquartered in West Des Moines and had total capital and
surplus of $1.3 billion at Sept. 30, 2010.

Key rating drivers that could produce revisions in Rating Outlooks
to Negative or lead to downgrades in AEL's stand-alone IDR or its
subsidiaries' IFS ratings include:

  -- A reduction in capitalization with RBC below 300%;
  -- A significant deterioration in operating results;
  -- Significant increase in lapse/surrender rates;
  -- Significant increase in credit related impairments in 2011;
  -- Financial leverage above 50%;
  -- Significant mismatch in asset and liability durations.

Key rating drivers that could produce revisions in Rating Outlooks
to Positive or lead to upgrades in AEL's stand-alone IDR or its
subsidiaries' IFS ratings include:

  -- Enhanced capitalization with RBC above 350% on a sustained
     basis;

  -- Financial leverage below 30% basis and GAAP EBIT-based
     interest coverage above 8x on a sustained basis.

Fitch has assigned this rating with a Stable Outlook:

American Equity Investment Life Holding Company

  -- 3.50% senior convertible debentures due 2015 at 'BB'.

Fitch has affirmed these ratings with a Stable Outlook:

American Equity Investment Life Holding Company

  -- Issuer Default Rating at 'BB+';
  -- 5.25% senior convertible debentures due 2024 at 'BB';
  -- 5.25% senior convertible debentured due 2029 at 'BB';
  -- Trust preferred securities at 'B+'.

American Equity Investment Life Insurance Company

  -- Insurer Financial Strength at 'BBB+'.

American Equity Investment Life Insurance Company of New York

  -- IFS at 'BBB+'.


AMERICAN HOME: Credit Agricole Loses $478MM Claim Over Repo Deal
----------------------------------------------------------------
Bankruptcy Law360 reports that the Third Circuit has squashed a
$478 million claim Credit Agricole SA lodged against American Home
Mortgage Holdings Inc., in a decision that could define how the
courts value mortgage repurchase deals.

                         About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- was a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.  American Home Mortgage Holdings
Inc. was the parent of AHMIC.

AHMIC and seven affiliates filed for Chapter 11 protection on
August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-
11054).  James L. Patton, Jr., Esq., Joel A. Waite, Esq., and
Pauline K. Morgan, Esq., at Young, Conaway, Stargatt & Taylor LLP,
represent the Debtors.  Epiq Bankruptcy Solutions LLC acts as the
Debtors' claims and noticing agent.  The Official Committee of
Unsecured Creditors selected Hahn & Hessen LLP as its counsel.  As
of March 31, 2007, American Home Mortgage's balance sheet showed
total assets of $20.55 billion and total liabilities of
$19.33 billion.

American Home filed a de-consolidated plan of liquidation on
August 15, 2008, and amended that plan on Nov. 25, 2008.  The
former home mortgage lender's liquidating Chapter 11 plan was
confirmed on Feb. 23, 2009, and took effect on Nov. 30,
2010.


AMERICA'S BREWING: Financial Woes Prompt Bankruptcy Filing
----------------------------------------------------------
Stephanie Lulay at The Beacon-News reports that Schaumburg,
Illinois-based America's Brewing Company and First Round Fourth
Pick Partnership, owners of America's Historic Roundhouse
restaurant and brewpub, filed for bankruptcy to sell the
restaurant building to Palentine-based Durty Nellie's Pub or one
of two other interested parties.

According to The Beacon-News, the Debtors sought Chapter 11
protection after months of unpaid bills and taxes.  The filing
details more than 80 businesses to whom the Roundhouse owes money,
including the city of Aurora, ComEd and Blue Star Energy Services
Inc.

"The purpose of selling the building is to get the taxes paid off.
It's just reorganization.  We've explained to brides and future
parties what is going on," owner Scott Ascher was quoted as
stating.  Mr. Ascher said the mortgage broker, Ciena Capital
Funding, advised the business to file for Chapter 11 bankruptcy.

The Beacon-News recounts that in December 2009, the family of the
late Walter Payton decided not to renew a deal with the Roundhouse
to use Payton's name and likeness.  Shortly after, the family
filed suit against Mr. Ascher, his wife Pamela, and the three
partnerships to which they belong.  The suit alleged that Ascher
owed $1.66 million on an agreement with the Paytons to pay for the
football legend's name and likeness.  Mr. Ascher stopped making
payments following Payton's November 1999 death, citing that the
estate "can't expect the same return Walter was getting."  The
suit also alleged that Ascher took out a mortgage in December 2005
unbeknownst to his investment partners, including the Paytons.

According to The Beacon-News, in October 2010, Ciena Capital
Funding, the Roundhouse's mortgage backer, alleged that the
mortgage is also in default in a court case filing.  The suit says
Ascher missed a May payment and had since refused to pay off the
rest of the mortgage.  Mr. Ascher owes about $3.7 million to Ciena
Capital, according to a court filing.

America's Brewing Company filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 11-05656) on Feb. 14, 2011.
Judge A. Benjamin Goldgar presides over the case.  Paul M. Bauch,
Esq., at Bauch & Michaels LLC, represents the Debtor.  In its
petition, the Debtor estimated both assets and debts of between $1
million and $10 million.


ANCHOR BLUE: Court Approves Liquidation Plan
--------------------------------------------
Bankruptcy Law360 reports that Anchor Blue Retail Group Inc. has
received bankruptcy court approval 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 Wednesday, which will wind down
the company after 18 months, 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 employed 1,446 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 January 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, serve as the Debtors' bankruptcy
counsel.  Kenneth J. Enos, Esq., and Michael R. Nestor, Esq., at
Young, Conaway, Stargatt & Taylor, serve as the Debtors' co-
counsel.  FTI Consulting, Inc., serves as the financial advisors.
Epiq Bankruptcy Solutions is the claims agent.

The Official Committee of Unsecured Creditors has tapped Kelley
Drye & Warren LLP as lead counsel and Campbell & Levine, LLC as
Delaware Counsel, nunc pro tunc to January 19, 2011.  Deloitte
Financial Advisory Services LLP is the Commmittee's financial
advisor.


ANGIOTECH PHARMACEUTICALS: Executes Settlement Deal With Rex
------------------------------------------------------------
Angiotech Pharmaceuticals, Inc.'s subsidiary, Angiotech
Pharmaceuticals (US), Inc. ("Angiotech US"), has executed a
Settlement and License Termination Agreement with Rex Medical, LP,
providing for the full and final settlement and/or dismissal of
all claims arising under the the License, Supply, Marketing and
Distribution Agreement between Angiotech US and Rex, dated
March 13, 2008.  The Agreement provides for, among other things,
Angiotech US's marketing, sale and distribution of the Option
Inferior Vena Cava Filter on behalf of Rex.

The Settlement Agreement is in respect of certain disputes,
including the preliminary injunction obtained by Rex in the United
States District Court for the Southern District of New York, and
the arbitration proceedings as commenced by Rex on Nov. 18, 2010.

On November 11, 2010, the Company announced that subsequent to
various business discussions between the parties, Angiotech
determined its need to deliver a notice to Rex, which stated
Angiotech's determination that in light of the Company's recent
and substantially changed business, operating and liquidity
conditions, it would not be commercially reasonable for Angiotech,
through Angiotech US, to continue under the existing terms of the
Agreement.  Subsequent to its receipt of such notice, Rex
commenced arbitration proceedings on November 18, 2010, pursuant
to which it alleged that Angiotech US wrongfully terminated the
Agreement and was seeking monetary damages in excess of $3.0
million, as well as costs, fees and expenses in connection with
the arbitration proceeding.

In addition, on November 19, 2010, Rex sought preliminary
injunctive relief from the United States District Court for the
Southern District of New York in aid of the arbitration.  The
District Court's Decision and Order, released on Dec. 2, 2010,
enjoined Angiotech's subsidiary, Angiotech Pharmaceuticals (US),
Inc., from ceasing performance under the Agreement for a period of
180 days, or until the arbitration was concluded.

The Settlement Agreement includes the following principal
significant terms: (i) the termination of the Agreement, at March
31, 2011 or at an earlier date if so elected by Rex, upon which
Angiotech US will no longer market, sell and distribute Option;
(ii) a payment in the amount of $1.5 million, to be made to Rex
within five business days of the effective date of the Settlement
Agreement, which is the first business day following receipt of
approval of the Supreme Court of British Columbia to make such
payment in respect of Angiotech's ongoing CCAA proceedings, in
final and full payment and settlement of all claims, all royalties
due under the Agreement relating to sales of Option recorded by
Angiotech US prior to Jan. 1, 2011, and all milestone payments due
or that may come due to Rex under the Agreement now or in the
future; and (iii) the delivery to Rex of certain materials
relating to the marketing and sale of Option.

The Settlement Agreement will be filed by the Company on both
SEDAR and EDGAR, and the description of the Settlement Agreement
contained in this press release is qualified by the full text of
the Settlement Agreement.

                 About Angiotech Pharmaceuticals

Based in Vancouver, British Columbia, in Canada, Angiotech
Pharmaceuticals, Inc. (TSX: ANP) -- http://www.angiotech.com/--
is a global specialty pharmaceutical and medical device company.
Angiotech discovers, develops and markets innovative treatment
solutions for diseases or complications associated with medical
device implants, surgical interventions and acute injury.

Alvarez & Marsal Canada Inc., as monitor and foreign
representative, filed Chapter 15 petitions for Angiotech
Pharmaceuticals Inc. and its units (Bankr. D. Del. Lead Case No.
11-10269) on Jan. 30, 2011, to seek recognition of their
insolvency proceedings under the Companies' Creditors Arrangement
Act in Canada as a "foreign main proceeding" under 11 U.S.C. Sec.
1517.

The Company's balance sheet at Sept. 30, 2010, showed
US$326.80 million in total assets, US$60.30 million in current
liabilities, and US$622.16 million in non-current liabilities and
a stockholders' deficit of US$355.67 million.

The foreign representative has tapped Mary Caloway, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, and
Ken Coleman, Esq., at Allen & Overly LLP, in New York, as counsel
in the Chapter 15 case.  John Grieve, Esq., at Fasken Martineau
DuMoulin LLP, in Vancouver, B.C., represents A&M in the CCAA case.


ANGIOTECH PHARMACEUTICALS: Court Accepts Plan of Compromise
-----------------------------------------------------------
Angiotech Pharmaceuticals, Inc. disclosed that the Supreme Court
of British Columbia has accepted for filing a plan of compromise
or arrangement, with terms and conditions materially consistent
with Angiotech's previously disclosed recapitalization
transaction, relating to Angiotech and certain of its subsidiaries
pursuant to the Companies' Creditors Arrangement Act (Canada) (the
"CCAA").

The Court has granted an order authorizing the holding of a
meeting of the affected creditors of the Angiotech Entities on
April 4, 2011.  The purpose of the meeting is for the Affected
Creditors to consider and vote on the Plan.  If the Plan is
approved by the required majority of Affected Creditors, the
Angiotech Entities intend to bring a further motion on or about
April 6, 2011 seeking a sanctioning of the Plan by the Court.

The Court also granted an order establishing a procedure for the
adjudication, resolution and determination of claims of Affected
Creditors for voting and distribution purposes under the Plan and
fixing a claims bar date of March 17, 2011.

                 About Angiotech Pharmaceuticals

Based in Vancouver, British Columbia, in Canada, Angiotech
Pharmaceuticals, Inc. (TSX: ANP) -- http://www.angiotech.com/--
is a global specialty pharmaceutical and medical device company.
Angiotech discovers, develops and markets innovative treatment
solutions for diseases or complications associated with medical
device implants, surgical interventions and acute injury.

Alvarez & Marsal Canada Inc., as monitor and foreign
representative, filed Chapter 15 petitions for Angiotech
Pharmaceuticals Inc. and its units (Bankr. D. Del. Lead Case No.
11-10269) on Jan. 30, 2011, to seek recognition of their
insolvency proceedings under the Companies' Creditors Arrangement
Act in Canada as a "foreign main proceeding" under 11 U.S.C. Sec.
1517.

The Company's balance sheet at Sept. 30, 2010, showed
US$326.80 million in total assets, US$60.30 million in current
liabilities, and US$622.16 million in non-current liabilities and
a stockholders' deficit of US$355.67 million.

The foreign representative has tapped Mary Caloway, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, and
Ken Coleman, Esq., at Allen & Overly LLP, in New York, as counsel
in the Chapter 15 case.  John Grieve, Esq., at Fasken Martineau
DuMoulin LLP, in Vancouver, B.C., represents A&M in the CCAA case.


AQUILEX HOLDINGS: S&P Affirms Corporate Credit Rating at 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating and all other ratings on Atlanta, Georgia-
based Aquilex Holdings LLC.  S&P removed the ratings from
CreditWatch, where they were originally placed on Sept. 22, 2010,
and assigned a stable outlook.  The company had total debt of
approximately $390 million as of Dec. 31, 2010.

"The rating affirmation and resolution of the CreditWatch reflect
S&P's view that the company's proposed amendment to the credit
facility is likely to be executed as planned, and that the
increased level of headroom under the revised financial covenants
will benefit Aquilex's liquidity," said Standard & Poor's credit
analyst James Siahaan.

Although the company remains highly leveraged, with a total
adjusted debt to EBITDA ratio of roughly 5.7x as of Dec. 31, 2010,
Aquilex made a voluntary $20 million prepayment of its term loan
during the fourth quarter of 2010 and should still be able to
generate credit statistics that do not meaningfully diverge from
those expected at the current rating.

The ratings on Aquilex Holdings reflect the company's high debt
leverage, narrow scope of operations in a fragmented market,
variability of operating results, moderately concentrated customer
base, exposure to cyclicality in certain end-markets, and sizable
working capital usage at times.  Partially offsetting these
weaknesses are Aquilex's improved liquidity position, leading
market position in its niche markets, largely variable cost
structure, long-term customer relationships, and the recurring
nature of demand for many of the company's services.


ARKANOVA ENERGY: Posts $1.5 Million Net Loss in Dec. 31 Quarter
---------------------------------------------------------------
Arkanova Energy Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $1.5 million on $264,800 of revenue
for the three months ended Dec. 31, 2010, compared with a net loss
of $1.7 million on $301,900 of revenue for the same period of the
previous fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed $2.3 million
in total assets, $13.1 million in total liabilities, and a
stockholders' deficit of $10.8 million.

As reported in the Troubled Company Reporter on Jan. 17, 2011,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
Arkanova Energy's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2010.  The independent auditors noted that the Company
has incurred losses since inception.

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

               http://researcharchives.com/t/s?7386

                      About Arkanova Energy

The Woodlands, Tex.-based Arkanova Energy Corporation is currently
participating in oil and gas exploration activities in Arkansas,
Colorado and Montana.  All of Arkanova's oil and gas properties
are located in the United States.


ART DECO: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Art Deco First Street, LLC
        281 Nieto Avenue, Apartment A
        Long Beach, CA 90803

Bankruptcy Case No.: 11-17123

Chapter 11 Petition Date: February 18, 2011

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: James G. Allen, Esq.
                  ALLEN LAW CORP
                  275 E. Hillcrest Drive, #105
                  Thousand Oaks, CA 91360
                  Tel: (818) 735-7000
                  Fax: (818) 735-7002
                  E-mail: hope@allenlawcorp.com

Scheduled Assets: $808,050

Scheduled Debts: $1,432,786

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-17123.pdf

The petition was signed by Neil Osbjornson, managing member.


ATLANTIC LEASING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Atlantic Leasing, Inc.
        4651 Dyer Boulevard
        Riviera Beach, FL 33407

Bankruptcy Case No.: 11-14185

Chapter 11 Petition Date: February 18, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Michael D. Seese, Esq.
                  HILNSHAW & CULBERTSON LLP
                  1 E. Broward Boulevard, #1010
                  Fort Lauderdale, FL 33301
                  Tel: (954) 467-7900
                  Fax: (954) 467-1024
                  E-mail: mseese@hinshawlaw.com

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

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

The petition was signed by Steve Zeiger, director.

The list of unsecured creditors filed together with its petition
does not contain any entry.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Seiger Crane Rental, Inc.             11-14183            02/18/11


BANK OF THE CAROLINAS: Halts Trust Preferred Dividend Payments
--------------------------------------------------------------
Bank of the Carolinas Corporation (Nasdaq: BCAR), the holding
company for Bank of the Carolinas, notified the United States
Department of Treasury of its intent to defer the February 2011
payment of its regular quarterly cash dividend on its Fixed Rate
Cumulative Perpetual Preferred Stock, Series A, which the Company
issued to the Treasury in connection with the Company's
participation in the Treasury's TARP Capital Purchase Program.
Under the terms of the TARP Preferred Stock, the Company is
required to pay quarterly dividends at a rate of 5% per year for
the first five years following the Treasury investment, after
which the dividend rate automatically increases to 9% per year.
The Company may defer dividend payments for up to six consecutive
quarters without default or penalty, but the dividend is a
cumulative dividend that accrues for payment in the future and
will be reported as preferred dividends for financial statement
purposes.

Additionally, the Company has also elected to defer its regularly
scheduled March 2011 interest payment on its junior subordinated
debentures related to outstanding trust preferred securities.
Under the terms of the indenture governing the junior subordinated
debentures, the Company may defer payments of interest for up 20
consecutive quarterly periods without default or penalty.  The
regularly scheduled interest payments will continue to accrue for
payment in the future and be reported as an expense for financial
statement purposes.

Bank of the Carolinas Corporation and its banking subsidiary say
that while they remain well capitalized these actions were taken
to support and preserve the capital position of the Company and
the Bank in light of challenging economic conditions.  The
deferral of these payments will be re-evaluated periodically and
payment will be re-instated when appropriate.

Bank of the Carolinas Corporation is the holding company for Bank
of the Carolinas, a North Carolina chartered bank headquartered in
Mocksville, NC with offices in Advance, Asheboro, Cleveland,
Concord, Harrisburg, King, Landis, Lexington and Winston-Salem.
At Sept. 30, 2010, Bank of the Carolinas' balance sheet showed
$535 million in total assets and $45 million in stockholders'
equity.  The holding company reported a $147 million loss for the
three-month period ending Sept. 20, 2010, and a loss topping
$1 billion for the nine-month period ending Sept. 30, 2010.


BERNARD L MADOFF: Wilpons Say They Will Be "Vindicated"
-------------------------------------------------------
Brian Costa, writing for The Wall Street Journal, reports that New
York Mets principal owner Fred Wilpon said Thursday that he and
his associates will be "vindicated" in the billion-dollar lawsuit
brought against them by the trustee representing Bernie Madoff
victims.  According to Mr. Costa, in an emotional news conference
on a spring training practice field, Mr. Wilpon was defiant in
disputing allegations that he knew or should have known about the
Ponzi scheme.

"We did not know one iota, one thing about Madoff's fraud," Mr.
Wilpon said, according to report.  "We didn't do anything wrong.
If anything, we trusted a friend for a very long time. And as I
told you a few months ago, that betrayal is very difficult for me.
Because this was a man, we were friends for 35 years and investors
for 25 years."

According to Mr. Costa, when asked if that meant they were no
longer interested in settling the case, Mr. Wilpon said no.  "We
will cooperate with the governor completely and totally," Mr.
Wilpon said.

The Wilpons are looking to sell up to 25% of the team, but have
said they will not relinquish majority control. Nor are they
looking to sell part of their 65% stake in the regional sports
cable network SportsNet New York.

As reported by the Troubled Company Reporter in January 2011,
Irving H. Picard, the Trustee for the liquidation of Bernard L.
Madoff Investment Securities LLC, is seeking up to about
$1 billion from Fred Wilpon, his brother-in-law Saul Katz, their
partners, relatives and entities related to their real-estate
investment firm, Sterling Equities Associates.  Mr. Picard has
alleged the Mets owners and their business partners failed to
investigate direct warnings and evidence that Mr. Madoff was
conducting a Ponzi scheme, while reaping hundreds of millions of
fictitious profits.  Mr. Picard is seeking the return of nearly
$300 million in fictitious profits, as well as up to $700 million
in principal withdrawn since 2002.

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

The bankruptcy judge has directed the trustee and the Wilpon group
to mediate with former New York Governor Mario M. Cuomo, who now
works at Willkie Farr & Gallagher LLP.

As reported by the TCR last week, Mr. Madoff told The New York
Times in a two-hour interview in prison, that the Wilpons were not
aware of the fraud.

                       About Bernard L. Madoff

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

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

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

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

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

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

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


BILLING SERVICES: Moody's Downgrades Corp. Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded Billing Services Group North
America, Inc.'s Corporate Family Rating to B2 from B1.
Concurrently, the Probability of Default Rating was lowered to B3
from B1 and the rating on the senior secured term loan was lowered
to B1 from Ba3.  The outlook was changed to negative from stable.

                         Ratings Rationale

The downgrade in the CFR to B2 reflects Moody's heightened
concerns regarding BSG's business trends and liquidity profile.
In the second half of 2010, revenues fell an estimated 24% and
Moody's expects further deterioration in revenue and operating
results in 2011.  The steep drop in demand has been driven by
public scrutiny of billing practices for "enhanced services" (non-
toll charges) on consumers' landline telephone bills.  As such,
the largest local exchange carrier responded by prohibiting BSG
and its customers from placing certain enhanced services charges
on its customers' bills.  Additionally, the U.S. Senate Commerce
Committee announced in December 2010 that it is conducting an
investigation of "cramming" (unauthorized telephone charges),
further adding to the negative public perception surrounding LEC
billing for enhanced services.  While the LECs and BSG are
proactively addressing customer billing practices, Moody's
believes enhanced services revenues will continue to fall and a
rebound is unlikely in the near-term.  At the same time, the
telecommunications industry continues to experience a secular
decline in landline long distance and operator services volumes
(estimated by Moody's at 5-10% per year), BSG's more traditional
end market.  Nonetheless, the B2 CFR is supported by relatively
low financial leverage and strong interest coverage metrics for
the rating category, reflecting steady debt reduction over the
past three years.

In Moody's view, BSG's liquidity profile has weakened as a result
of earnings deterioration and covenant tightness.  Due to
scheduled step downs in the maximum leverage covenant, combined
with lower projected EBITDA, Moody's considers it unlikely that
BSG will meet its leverage covenant at June 30, 2011 without a
waiver or amendment.  On February 15, 2011, the company announced
it has begun negotiations with lenders to amend financial
covenants.  Meanwhile, financial flexibility continues to be
constrained by high mandatory debt amortization of $11.25 million
per year.  BSG does not have a revolver, and part of the company's
cash balance represents customer funds.

The negative outlook reflects Moody's expectations that revenue
and earnings will fall materially in the near-term.  Uncertainty
surrounding the Congressional investigation and negative public
perception of LEC billing practices are expected to linger.  The
outlook could be stabilized if enhanced services volumes rebound
and BSG's liquidity profile improves.  The ratings could be
downgraded if financial covenants are not amended to provide
adequate cushion over the near term, or if revenue, earnings, or
cash flow deteriorate at a faster pace than currently expected.

Moody's downgraded these ratings:

* $67 (originally $112.5) million senior secured term loan due
  2014, to B1 (LGD2, 26%) from Ba3 (LGD3, 41%)

* Corporate Family Rating, to B2 from B1

* Probability of Default Rating, to B3 from B1

Billing Services Group North America, Inc. provides clearing,
settlement, payment and financial risk management solutions to the
telecommunications industry, merchants and online stores.
Headquartered in San Antonio, Texas, BSG reported 2010 revenues
are likely to be slightly higher than $132 million.


BORDERS GROUP: Gets Court Nod to Liquidate 200+ Stores
------------------------------------------------------
Chief Judge Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York has approved Borders Group Inc.'s
previously-disclosed strategic Store Reduction Program to
facilitate its reorganization and repositioning.  Under the
Program, the Company identified 200+ underperforming stores,
which comprise 30% of its national store network, that are
expected to close in the next several weeks.

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 Reduction Program.

Hilco Merchant Resources LLC, SB Capital Group, Tiger Capital
Group LLC and Gordon Brothers Group won the bidding to handle the
liquidation sales, Borders lawyer Adam Shiff of Kasowitz Benson
Torres & Friedman LLP told Judge Arthur Gonzalez at a Feb. 17,
2011 hearing, Bloomberg News reports.  Gordon and Hilco, which
initially led competing groups, joined forces to make the winning
bid after a nine-hour auction that drew 38 bids, according to
Bloomberg.

The four-member liquidator group combined forces to make a final
bid of 85.75% of the value of the store inventory, Dow Jones
Newswires notes in a separate report.  The new deal translated to
Borders getting about $25 million more for the inventories than
the original Hilco group stalking horse bid, the news source
relates.

The store closing sales are expected to begin this Saturday,
February 19, 2011, where the liquidators aim to take advantage of
the President's Day holiday in the U.S.

Borders expects the stores to be closed by the end of April.

The Company has also retained DJM Realty, a Gordon Brothers Group
Company, to manage the disposition project of approximately 200
underperforming stores.  Borders said it will continue to remain
fully operational and open for business as usual during this
process.  The engagement of DJM Realty is subject to bankruptcy
court approval.

The Company noted in a public statement that the 200 leases that
are available for assignment its bankruptcy disposition range
from 12,895 to 42,770 square feet and are available in the
following locations: Alaska (1), Arkansas (1), Arizona (8),
California (35), Colorado (6), Connecticut (6), District of
Columbia (2), Florida (16), Georgia (5), Hawaii (2), Illinois
(16), Indiana (6), Kansas (2), Kentucky (2), Louisiana (2),
Massachusetts (6), Maryland (3), Michigan (4), Minnesota (4),
Missouri (6), Montana (1), North Carolina (5), New Hampshire (1),
New Jersey (4), New Mexico (2), Nevada (1), New York (9), Ohio
(7), Oklahoma (2), Pennsylvania (9), Puerto Rico (2), Tennessee
(1), Texas (10), Utah (2), Virginia (5), Washington (2) and
Wisconsin (4).

"Borders' real estate has begun to create interest among
retailers, supermarkets and non-retailer users.  The available
portfolio offers a unique mix of mid and big box locations with
long lease terms and strong retail co-tenants.  Numerous
properties are located in markets that are very difficult to
enter, including northern and southern California, the cities of
New York, Chicago, Dallas, Atlanta, Boston and their neighboring
suburbs," said Andy Graiser, Co-President of DJM Realty, in press
release.

In related news, the Company disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that it is
unable to estimate the costs expected to be incurred in
connection with its store reduction plan, including the amount of
any future cash expenditures in connection with its plan.

A full-text copy of the Borders Store Closing Sales Order and its
accompanying exhibits is available for free at:

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

                        DJM Realty Statement

Borders Group, Inc. has retained DJM Realty, a Gordon Brothers
Group Company, to manage the disposition project of approximately
200 underperforming stores.  Borders which recently filed for
Chapter 11 to restructure its operations and debt will continue to
remain fully operational and open for business as usual during
this process.  The engagement of DJM Realty is subject to
bankruptcy court approval.

The 200 leases that are available for assignment in this
bankruptcy disposition range from 12,895 -- 42,770 square feet and
are available in the following locations: Alaska (1), Arkansas
(1), Arizona (8), California (35), Colorado (6), Connecticut (6),
District of Columbia (2), Florida (16), Georgia (5), Hawaii (2),
Illinois (16), Indiana (6), Kansas (2), Kentucky (2), Louisiana
(2), Massachusetts (6), Maryland (3), Michigan (4), Minnesota (4),
Missouri (6), Montana (1), North Carolina (5), New Hampshire (1),
New Jersey (4), New Mexico (2), Nevada (1), New York (9), Ohio
(7), Oklahoma (2), Pennsylvania (9), Puerto Rico (2), Tennessee
(1), Texas (10), Utah (2), Virginia (5), Washington (2) and
Wisconsin (4).

"Borders' real estate has begun to create interest among
retailers, supermarkets and non-retailer users.  The available
portfolio offers a unique mix of mid and big box locations with
long lease terms and strong retail co-tenants.  Numerous
properties are located in markets that are very difficult to
enter, including northern and southern California, the cities of
New York, Chicago, Dallas, Atlanta, Boston and their neighboring
suburbs," said Andy Graiser, Co-President of DJM Realty.

DJM Realty has worked with over 290 companies to dispose of their
excess or underperforming real estate.  DJM Realty is a leader in
finding innovative ways to consolidate and reconfigure real estate
to achieve the highest possible value.  For more information
regarding the disposition assignment please contact James Avallone
of DJM Realty at (631) 752-1100 x224 or javallone@djmrealty.com or
Emilio Amendola at (631) 752-1100 x223 or eamendola@djmrealty.com.
Property details are available at http://www.djmrealty.com/

                       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.

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.

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 counsel  to the Debtors.
Jefferies & Company's Inc. is the 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.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

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: Has Interim Access to $400-Mil. in FInancing
-----------------------------------------------------------
Judge Arthur J. Gonzales of the U.S. Bankruptcy Court for the
Southern District of New York has granted Borders Group, Inc. and
its debtor affiliates interim access to approximately $400
million of a proposed $505 million debtor-in-possession financing
facility led by GE Capital, Restructuring Finance.

Borders Group Chief Executive Officer Mike Edwards stated in a
public statement, "We are moving quickly right at the outset of
the Chapter 11 process to restore stability to our business and
protect our enterprise and its brand.  We now have financing to
pay our vendors and other related parties in a timely fashion for
post-petition goods and services, with the funding and related
court approvals to operate our business effectively on a day-to-
day basis.  We look forward to continuing to meet the needs of
our customer base and being a preeminent and innovative retailer
in this space."

Debtors Borders Group Inc. and Borders Inc., as borrowers, are
seeking final approval of a first lien new money superpriority
priming credit facility with a maximum outstanding principal
amount of up to $505 million from a syndicate of lenders.

The $505 million DIP Facility consists of a "Working Capital
Facility" and a "Term B Facility."

A. The Working Capital Facility consists of:

   (1) a senior secured, superpriority revolving credit facility
        of up to $410 million;

   (2) a senior secured, superpriority "first in last out" term
       loan of up to $20 million;

   (3) a senior secured, superpriority term loan of up to $55
       million; and

   (4) an additional letter of credit "cash management" facility
       of up to $20 million.

    The Revolving Credit Facility includes (i) a $75 million
    letter of credit subfacility, and (ii) a $50 million
    swingline subfacility, both to be provided by General
    Electric Capital Corporation.

B. The Term B Facility is a senior secured superpriority term
   loan in a committed aggregate principal amount equal to the
   lesser of (i) $55,000,000, or (ii) the amount provided in
   the applicable DIP Order.

All the other Debtors serve as guarantors of the proposed DIP
Facility.

General Electric Capital Corporation or GECC serves as the
Working Capital Facility Administrative Agent.  GA Capital LLC
serves as the Term B Facility Administrative Agent.

The Working Capital Lenders are comprised of a syndicate of banks
and financial institutions, including GECC.

The Term B Lenders include Tennenbaum Capital Partners, LLC,
Stone Tower Credit Funding I Ltd., GB Merchant Partners, LLC
and/or their affiliates, and other lenders.

The DIP Financing will be used to (i) finance the working capital
needs and for general corporate purposes of the Debtors, (ii) pay
the fees, costs and expenses incurred by the Debtors in
connection with the Chapter 11 cases, and (iii) refinance the
Debtors' Prepetition Credit Facilities.

The DIP Facility will mature on the earlier of:

  (i) one year after the closing date of the DIP Facility,

(ii) the effective date of the Plan of Reorganization, or

(iii) the date of the sale of all or substantially all of the
      Debtors' assets.

                             Fees

In exchange for providing the DIP Loan, the Debtors agree to pay
the DIP Agents and DIP Lenders certain fees:

* Facility Fee Letter: The Debtors have agreed to pay:

  (1) a $250,000 non-refundable annual administration fee to the
      Working Capital Agent,

  (2) a $7,500 non-refundable collateral monitoring fee to the
      Term B Agent,

  (3) a $2,250,000 non-refundable underwriting fee to the
      Working Capital Agent,

  (4) a $7,760,000 non-refundable closing fee to the Working
      Capital Lead Arranger for the benefit of the DIP Lenders,

  (5) a $250,000 work deposit fee to the Term B Agent, to be
      applied to the reimbursement of the Term B Agent's out-of-
      pocket fees and expenses.

* Structuring Fee Letter: A $4.5 million structuring fee will be
  paid the Working Capital Agent on the Closing Date.

* Term B Letter Agreement: The Debtors acknowledge that the
  Prepetition Term Lenders are entitled to a make-whole payment
  in the amount of $1,460,000. The Prepetition Term Lenders have
  agreed to waive that payment upon satisfaction of certain
  conditions, including (i) entry of a final order approving the
  payment of the fees set forth in the Facility Fee Letter, (ii)
  indefeasible payment by the Borrowers of all fees due under
  the Facility Fee Letter, and (iii) the expiration of the
  Challenge Period with no Challenge having been filed or
  commenced.

The Debtors have provided or will provide copies of the
confidential fee letters to the U.S. Trustee, to the Court, and
to the professionals for any official creditors' committee
appointed in their Chapter 11 cases.  The Debtors seek that this
side letter and its contents be kept confidential pursuant to
Rule 9018 of the Federal Rules of Bankruptcy Procedure.

                       Interest Rates

At the Debtors' option, all outstanding principal balances under
the DIP Facility will bear interest at either (a) a fluctuating
rate equal to the Base Rate plus the Applicable Margin or
(b) LIBOR plus the Applicable Margin.

The Base Rate will be a floating rate defined as the highest of
(a) the rate last quoted by The Wall Street Journal (or another
national publication selected by the Agents) as the U.S. "Prime
Rate," (b) the Federal Funds Rate plus 50 basis points.

LIBOR will not be less than (a) 150 basis points in respect of
the FILO Tranche, and (b) 100 basis points in respect of the Term
B Loans.

Upon the occurrence and during the continuance of an event of
default in the DIP Credit Agreement, an additional default
interest rate equal to 2% per annum applies to all outstanding
borrowings under the DIP Credit Agreement.

                   Collateral and Priority

The obligations of the Debtors under the DIP Facility are secured
by a lien covering substantially all of the assets, rights and
properties of the Debtors, subject to certain exceptions.

The DIP Credit Agreement provides that all DIP obligations will
constitute administrative expenses in the Debtors' Chapter 11
bankruptcy cases, with administrative priority and senior secured
status under Sections 364(c) and 364(d) of the Bankruptcy Code
and, subject to certain exceptions, will have priority over any
and all administrative expense claims, unsecured claims and costs
and expenses in the Debtors' Chapter 11 cases.

Except as set forth, the security interests securing the DIP
Facility will be junior to all valid, enforceable, non-avoidable,
perfected security interests in existence as of the Petition Date
that are permitted under the Debtors' Prepetition Credit
Facilities and senior to the Prepetition Facilities under
applicable law as of the Petition Date and otherwise reasonably
acceptable to DIP Agents.

The superpriority administrative expense claims to be granted to
the DIP Lenders with respect to the DIP Obligations will be
subject to the "Carve-Out."

                            Carve-Out

The Carve-Out refers to:

  (i) all fees required to be paid to the Clerk of the
      Bankruptcy Court and to the Office of the U.S. Trustee
      pursuant to 28 U.S.C. Section 1930(a);

(ii) upon a Termination Declaration Date, the sum of
      $4,000,000, which amount may be used subject to the terms
      of the applicable DIP Order to pay any fees or expenses
      of the bankruptcy professionals of the Debtors and any
      statutory committees appointed in the Debtors' cases;

(iii) any accrued and unpaid fees and expenses of the Debtors'
      and the Committee's professionals incurred prior to the
      receipt of the Carve-Out Trigger Notice; and

(iv) any professional fees and documented out-of-pocket
      expenses of a chapter 7 trustee under Section 726(b) of
      the Bankruptcy Code up to a maximum amount of $100,000 in
      the aggregate.

                      Events of Default

The DIP Credit Agreement provides for certain customary events of
default, including events of default resulting from non-payment
of principal, interest or other amounts when due, material
breaches of the Debtors' representations and warranties, material
breaches by the Debtors of their covenants in the DIP Credit
Agreement or ancillary loan documents, cross-defaults under other
agreements or instruments, the entry of material judgments
against the Debtors, or the invalidity of the subordination
provisions contained in the DIP Credit Agreement.

The DIP Credit Agreement also includes events of default that may
arise from the Debtors' failure to meet certain specified
milestones in the Debtors' Chapter 11 cases, including milestones
with respect to the Debtors' acceptance or rejection of real
estate lease, the implementation of the Debtors' store reduction
plan and minimum borrowing availability.

Upon the occurrence of an event of default, the DIP Credit
Agreement provides that all principal, interest and other amounts
due will become immediately due and payable, either automatically
or at the election of specified lenders.

A full-text copy of the DIP Credit Agreement is available for
free at http://bankrupt.com/misc/Borders_DIPCreditAgrmnt.pdf

A full-text copy of the Interim DIP Order is available for free
at http://bankrupt.com/misc/Borders_InterimDIPOrder.pdf

                         Final Hearing

The Court is scheduled to convene a hearing on the final approval
of the Debtors' DIP Facility on March 15, 2011, at 10:00 a.m.

Parties-in-interest have until March 8, 2011, at 4:00 p.m.
Eastern Time, to written objections to the Debtors' request.

The Debtors are directed to serve a final hearing notice -- to
include a copy of the Interim DIP Order and the DIP Motion -- to
notice parties no later than February 25, 2011.

                       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.

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.

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 counsel  to the Debtors.
Jefferies & Company's Inc. is the 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.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

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: Wins Interim Approval to Use Cash Collateral
-----------------------------------------------------------
Borders Group Inc. and its units have sought and obtained a Court
order allowing them to use of their Cash Collateral on an interim
basis, in accordance with a prepared budget.

A copy of the Budget prepared by the Debtors in relation to their
Cash Collateral Use covering the period from February 14 to
June 4, 2011, is available for free at:

    http://bankrupt.com/misc/Borders_BdgetFeb14toJun4.pdf

The Debtors assert that they require the use of the Cash
Collateral to fund their day-to-day operations.  The Debtors aver
that absence access to the Cash Collateral could bring their
businesses to an immediate halt, with damaging consequences for
their estates and creditors.

The Cash Collateral refers to cash owned by the Debtors, which
secure obligations to prepetition lenders under certain
Prepetition Credit Agreements they are parties to.

The Debtors' Prepetition Credit Agreements refer to a prepetition
restated revolver agreement and a prepetition term loan agreement
the Debtors executed on March 10, 2010, with certain lender
parties:

  * The Prepetition Revolver Facility provides up to $970.5
    million in loans, with Bank of America, N.A., serving as
    administrative agent.  Bank of America, N.A. and General
    Electric Capital Corporation are the co-collateral agents;
    Wells Fargo Retail Finance, LLC and General Electric Capital
    Corporation are co-syndication agents; and JPMorgan Chase
    Bank, N.A. is the documentation agent for the Prepetition
    Revolver Agreement.  As of the Petition Date, approximately
    $196.05 million was outstanding under the Prepetition
    Revolver.

  * The Prepetition Term Loan Facility comprised of an $80
    million tranche and a $10 million tranche, with GA Capital
    LLC serving as administrative agent.  As of the Petition
    Date, approximately $48.6 million is outstanding under the
    $80 million tranche, which matures on March 31, 2014.  No
    amounts are outstanding under the $10 million tranche.

The Prepetition Revolver is secured by a first priority security
interest in substantially all of the Debtors' inventory, accounts
receivable, cash and cash equivalents and other, a first priority
pledge of equity interests in certain Debtor subsidiaries, and a
second priority security interest in equity interests in certain
Debtor subsidiaries.  The Prepetition Term Loan Facility is
secured by a first priority security interest in the Borders
Group, Inc.'s ownership interests in certain subsidiaries and the
fixed assets of the Debtors, and by a second priority security
interest in all of the other Prepetition Collateral.

Until the Debtors' obligations under the Prepetition Credit
Facilities are paid in full, those claims are determined to be
fully secured claims.  Thus, to provide adequate protection to
the Prepetition Lenders' interest in the Prepetition Collateral,
which include the Cash Collateral, the Debtors agree to entitle
the Prepetition Lenders to:

  (a) adequate protection liens on all assets of the Debtors;

  (b) an adequate protection superpriority administrative claim
      under Section 507(b) of the Bankruptcy Code, subject only
      to the Carve Out and the superpriority administrative
      claims of the secured parties under the DIP Facility; and

  (c) a funded indemnity reserve in an amount of up to $500,000
      with respect to the Prepetition Revolver Facility and
      $300,000 with respect to the Prepetition Term Loan
      Facility.

A hearing has been set for March 15, 2011, for the Court's final
consideration of the Debtors' cash collateral use.

                       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.

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.

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 counsel  to the Debtors.
Jefferies & Company's Inc. is the 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.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

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: Australian Chain Sent to Administration
------------------------------------------------------
Robert Fenner at Bloomberg News reports that REDgroup Retail Pty.
Ltd., owner of the Borders bookstore chain in Australia, named
Ferrier Hodgson as voluntary administrators, indicating a move
toward bankruptcy.  An "urgent assessment" of the business will be
conducted before a meeting of creditors in March, Ferrier Hodgson
said in an e-mailed statement obtained by Bloomberg.

The appointment comes less than a day after Borders Group Inc.
filed for bankruptcy in the U.S. and began taking bids for 200
stores, according to Bloomberg.

The REDgroup companies in Administration include:

* REDgroup Retail Pty Ltd
* Spine Holdco Pty Ltd
* A&R Australia Holdings Pty Ltd
* REDgroup Retail Administrative Services Pty Ltd
* Whitcoulls Group Holdings Pty Ltd
* Spine Newco Pty Ltd
* Angus & Robertson Pty Ltd
* Angus & Robertson Bookworld
* Calendar Club Pty Ltd
* WGL Retail Holdings Ltd
* Whitcoulls Group Ltd
* Calendar Club New Zealand Ltd
* Borders New Zealand Ltd
* REDgroup Online Ltd

Ferrier Hodgson partner Steve Sherman said as far as possible it
would be business as usual while the Administrators conduct an
urgent assessment of the business's financial status and prepare
for the first meeting of creditors.  During this period he called
for regular Angus & Robertson, Borders and Whitcoulls customers to
continue supporting their local outlets.

Mr. Sherman said the administrators will be working closely with
David Cowling of Clayton Utz.  The first meeting of creditors is
likely to take place in the first week of March.

REDgroup Retail Pty, with 260 stores and brands including Angus &
Robertson and Whitcoulls, is the largest book retailer in
Australia and New Zealand.  It acquired Borders stores in
Australia, New Zealand and Singapore in 2008.

                       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.

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.

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 counsel  to the Debtors.
Jefferies & Company's Inc. is the 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.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, serve as counsel to the DIP Agents.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010

Borders Group has sought approval to sell merchandise and owned
furniture, fixtures and equipment located at approximately 200 of
their stores and, at Borders' option, up to 75 of 136 potential
other stores, through store closing sales.

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)


BUILDING 500: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Building 500 LLC
        10404 Essex Court, Suite 300
        Omaha, NE 68114

Bankruptcy Case No.: 11-80341

Chapter 11 Petition Date: February 16, 2011

Court: United States Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Joseph H. Badami, Esq.
                  WOODS & AITKEN, LLP
                  301 South 13th Street, Suite 500
                  Lincoln, NE 68508
                  Tel: (402) 437-8500
                  E-mail: jbadami@woodsaitken.com

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

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

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

The petition was signed by James Riskowski, manager.


CAPITAL AUTOMOTIVE: S&P Raises Ratings to 'B+' on Refinancing
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Capital Automotive LLC and its operating company,
Capital Automotive L.P., to 'B+' from 'B'.  The rating outlook is
stable.  S&P assigned 'B+' senior debt issue ratings and '3'
recovery ratings to the proposed new facilities.

CARS plans to establish a new six-year $1.5 billion term loan and
a five-year $200 million revolving credit facility.  The company
will use borrowings under the term loan facility, along with cash
on hand and an equity contribution from funds managed by DRA
Advisors LLC, largely to refinance existing borrowings, including
its $1.4 billion tranche C term loan, scheduled to mature in
December 2012, and its existing revolving credit facility, which
expires in December 2011 and under which there are currently
approximately $100 million of borrowings.  CARS and DRA, a real
estate investment firm that effectively controls CARS through its
investment funds, will also be reducing CARS' debt-like preferred
stock by approximately $122 million.

"S&P think the planned refinancing transaction should bolster
CARS' coverage metrics and liquidity as a result of longer
maturities, lower fixed charges, and increased borrowing
availability under the revolving credit facility," said Standard
& Poor's credit analyst Scott Sprinzen.  CARS' credit profile
had already benefited from a series of refinancing actions that
it took late last year, including the issuance by CARS DB4 L.P.,
a wholly owned subsidiary of Capital Automotive LLC, of
$463.3 million of ABS debt.

S&P's rating on CARS reflects the company's highly aggressive
financial leverage, partially offset by relatively stable revenues
and cash flow.  CARS' financial leverage will remain aggressive,
with total debt (including debt-like preferred) to debt plus
equity of about 72% (or 66% on an undepreciated basis), debt to
EBITDA of about 11x, and fixed-charge coverage at about 1.3x.
Barring further actions in the meantime to extend its debt
maturities, CARS could face onerous debt maturities during 2016-
2017, when its new credit facilities would otherwise expire.
S&P's rating on CARS also takes into account the single-purpose
nature of the company's assets.  Moreover, CARS' asset base will
continue to be almost completely encumbered under secured
borrowing agreements.

S&P currently sees little likelihood of a downgrade during the 12-
month period addressed by the outlook.  The financial condition of
CARS' auto dealer tenants has improved significantly in recent
quarters, owing to an ongoing cyclical rebound in new-vehicle
sales.  Even during the recent severe recession, CARS incurred
only nominal missed rents.  With the completion of the pending
refinancing, CARS will not face any debt maturities during 2011.
On the other hand, S&P now expects CARS to once again place
greater emphasis on achieving growth through acquisitions, as well
as resume distributions to shareholders.  As a result, S&P think
its financial leverage will likely remain aggressive, thus
limiting the potential for an upgrade.


CAPITOL BANCORP: Amends Pacts for Trust-Preferred Securities
------------------------------------------------------------
On Feb. 8, 2011, Capitol Bancorp Ltd. entered into separate
supplemental indentures and separate amended guarantee agreements
with respect to the trust-preferred securities issued by each of
Capitol Trust I and Capitol Trust XII, each Delaware statutory
trusts.  Each of the Supplemental Indenture and the Amended
Guarantee Agreement for Capitol Trust I is by and between the
Company and The Bank of New York Mellon Trust Company, N.A., a
national banking association organized and existing under the laws
of the United States, as trustee.  Each of the Supplemental
Indenture and the Amended Guarantee Agreement for Capitol Trust
XII is by and between the Company and Manufacturers and Traders
Trust Company, a Delaware trust company, as trustee.

The Supplemental Indentures and the Amended Guarantee Agreements
relate to certain restrictions placed on Capitol during a period
in which Capitol has deferred the payment of interest on the
subordinated debentures underlying the Trust-Preferred Securities
of Capitol Trust I and XII.  In April 2009, Capitol announced that
it had elected to defer interest payments on the subordinated
debentures.  Capitol is not in default with respect to such
deferral of interest payments.  However, under the prior
agreements governing the Trust-Preferred Securities, Capitol was
restricted from (i) exchanging its common stock for trust-
preferred securities ranking pari passu with the Trust-Preferred
Securities, and (ii) exchanging its common stock for less than all
of the Trust-Preferred Securities, respectively, during the period
in which Capitol has deferred the payment of interest.  The
Supplemental Indentures and the Amended Guarantee Agreements have
been amended to allow those exchange offers to take place without
giving rise to a default under the governing documents.

On Feb. 10, 2011, Capitol settled the offer to exchange shares of
its common stock for any and all of its outstanding trust-
preferred securities issued by Capitol Trust I, Capitol Trust II,
Capitol Statutory Trust III, Capitol Trust 4 (a/k/a Trust IV),
Capitol Trust VI, Capitol Trust VII, Capitol Statutory Trust VIII,
Capitol Trust IX, Capitol Trust X, Capitol Trust XI and Capitol
Trust XII.  Capitol accepted for exchange all trust-preferred
securities that were validly tendered in the Exchange Offer,
resulting in the issuance of 19,545,360 shares of its common stock
in exchange for $11,806,020 liquidation amount of trust-preferred
securities of Capitol Trust I and $7,739,340 liquidation amount of
trust-preferred securities of Capitol Trust XII.  The Exchange
Offer expired at 11:59 p.m., Michigan time, on Jan. 31, 2011.

For each $10.00 liquidation amount of the Trust-Preferred
Securities that Capitol accepted in the Exchange Offer, Capitol
issued 10 previously unissued shares of its common stock.  No
accrued and unpaid interest will be paid by Capitol with respect
to the Trust-Preferred Securities tendered in the Exchange Offer.

The Exchange Offer resulted in the retirement of approximately
$11.8 million aggregate liquidation amount of the trust-preferred
securities of Capitol Trust I and the retirement of approximately
$7.7 million aggregate liquidation amount of the trust-preferred
securities of Capitol Trust XII.

Capitol's common stock was issued in the Exchange Offer in
reliance upon the exemption set forth in Section 3(a)(9) of the
Securities Act of 1933, as amended, for securities exchanged by an
issuer with its existing security holders exclusively where no
commission or other renumeration is paid or given directly or
indirectly for soliciting such exchange.

                   About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) is a national community
banking company, with a network of bank operations in 14 states.
Founded in 1988, Capitol Bancorp Limited has executive offices in
Lansing, Mich., and Phoenix, Ariz.

The Company's balance sheet at Sept. 30, 2010, shows $4.23 billion
in total assets, $4.16 billion in total liabilities, and equity of
$77.68 million.

In September 2009, Capitol and its second-tier bank holding
companies entered into a written agreement with the Federal
Reserve Bank of Chicago under which Capitol has agreed, among
other things, to submit to the Reserve Bank a written plan to
maintain sufficient capital at Capitol on a consolidated basis and
at Michigan Commerce Bank (as a separate legal entity on a stand-
alone basis); and a written plan to enhance the consolidated
organization's risk management practices, a strategic plan to
improve the consolidated organization's operating results and
overall condition and a cash flow projection.

Certain of Capitol's bank subsidiaries have entered into formal
agreements with their applicable regulatory agencies.  Those
agreements provide for certain restrictions and other guidelines
and/or limitations to be followed by the banks.

In 2009, Capitol commenced the deferral of interest payments on
its various trust-preferred securities, as is permitted under the
terms of the securities, to conserve cash and capital resources.
The payment of interest may be deferred for periods up to five
years.  During such deferral periods, Capitol is prohibited from
paying dividends on its common stock (subject to certain
exceptions) and is further restricted by Capitol's written
agreement with the Federal Reserve Bank of Chicago.  Accrued
interest payable on such securities approximated $18.1 million at
June 30, 2010.


CASTLETON PLAZA: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Castleton Plaza, LP
        6314-6398 East 82nd Street
        & 8238-8284 Center Run Road
        Indianapolis, IN 46250

Bankruptcy Case No.: 11-01444

Chapter 11 Petition Date: February 16, 2011

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch III

Debtor's Counsel: Paul T. Deignan, Esq.
                  TAFT STETTINIUS & HOLLISTER LLP
                  1 Indiana Sq Ste 3500
                  Indianapolis, IN 46204
                  Tel: (317) 713-3500
                  E-mail: pdeignan@taftlaw.com

Scheduled Assets: $7,578,601

Scheduled Debts: $10,354,462

A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/insb11-01444.pdf

The petition was signed by Joyce A. Bradley, assistant secretary
of Castleton Plaza Management, Inc., Debtor's general partner.


CATALYST PAPER: Snowflake Mill Extends CBA with USW Until 2014
--------------------------------------------------------------
Catalyst Paper announced that the United Steelworkers (USW) Local
2688 representing 186 hourly employees at the company's Snowflake
mill have ratified renewal of the labour agreement through to
February 28, 2014.  The current labour agreement expires February
28, 2011.

The new agreement provides for adjusted wage rates for new hires
and entry level jobs, as well as for line of progression jobs.
Other workplace management changes will contribute to greater
stability and efficiency in the mill's overall operation.

"This agreement is a significant step in making our Snowflake mill
more competitive in a very challenging recycled paper market.  It
provides strong evidence of the ongoing cooperation that exists
among employees, United Steelworkers leaders and managers at the
mill," said Kevin J. Clarke, president and chief executive
officer.  "We commend the entire Snowflake team for reaching this
agreement in such a timely manner."

                       About Catalyst Paper

Based in Richmond, British Columbia, in Canada, Catalyst Paper
Corporation (TSX:CTL) manufactures diverse specialty mechanical
printing papers, newsprint and pulp.  Its customers include
retailers, publishers and commercial printers in North America,
Latin America, the Pacific Rim and Europe.  With six facilities
located in British Columbia and Arizona, Catalyst has a combined
annual production capacity of 2.5 million tonnes.

The Company's balance sheet at Sept. 30, 2010, showed
C$1.73 billion in total assets, C$1.32 billion in total
liabilities, and stockholders' equity of C$406.2 million.

                          *     *     *

In mid-March 2010, Moody's Investors Service downgraded Catalyst's
Corporate Family Rating to 'Caa1' from 'B3'.  Catalyst's CFR
downgrade anticipates a marked deterioration in the company's
financial performance over the coming year, with significant
EBITDA erosion compared to 2009 levels and negative free cash flow
generation.

In May 2010, Standard & Poor's Ratings Services revised the
outlook on Catalyst to stable from negative.  S&P affirmed the
'CCC+' long-term corporate credit rating on the Company.  The
ratings on Catalyst reflect S&P's view of the company's highly
leveraged capital structure, history of weak profitability, fiber
supply issues, and its participation in cyclical commodity
markets.  In Standard & Poor's opinion, these risks are partially
mitigated by the company's revenue diversity and improving cost
profile.


CB RICHARD: S&P Affirms 'BB' Counterparty Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on CB Richard Ellis Services Inc., including its 'BB'
long-term counterparty credit rating.  The outlook is stable.  At
the same time, S&P assigned a 'BB' issue-level rating and a
recovery rating of '4' to CBRE's planned $800 million in
incremental credit facility borrowings (composed of $500 million
Tranche C and $300 million Tranche D loans).  S&P also revised the
recovery rating to '4' from '3' on CBRE's existing credit
facility.

"S&P's affirmation follows commercial real estate services firm CB
Richard Ellis Group's agreement to acquire most of the real estate
asset management business of ING Group N.V," said Standard &
Poor's credit analyst Rian Pressman.  This acquisition will make
CBRE the world's largest CRE investment manager, as measured by
assets under management.  Beyond this strategic benefit, the
acquisition will also increase the proportion of revenue generated
by more stable, fee-based businesses.  For 2010, on a pro forma
basis including the acquisition, the proportion of revenue and
adjusted EBITDA generated by investment management would have been
approximately 9% and 20%, respectively.

CBRE's proposed financing for the acquisition includes an
incremental $800 million credit facility.  While the additional
borrowing does increase leverage somewhat, it was not
unanticipated given the built-in accordion feature in its existing
credit facility, which S&P initially rated in October 2010.  Pro
forma leverage as measured by the debt-to-adjusted EBITDA ratio at
year-end 2010 would be 2.9x, which is acceptable at the current
rating level.  Pro forma leverage on a covenant basis would be
2.2x, well within the 3.75x maximum.  In addition, management
announced that it may prepay a portion of the loans under its
secured credit facility later in 2011.  (CBRE's board of directors
authorized a future aftermarket equity offering of common shares
of up to $250 million.)

CBRE will also acquire approximately $55 million of coinvestments
in ING's global securities business and possibly interests in
other funds.  This would meaningfully increase coinvestments,
which totaled $99 million at year-end 2010.  This exposure
continues to limit CBRE's ratings, given the company's negative
tangible equity.  Although the size of this exposure would remain
manageable, S&P believes the credit and market risk inherent in
such positions requires capital support.

The '4' recovery rating reflects S&P's expectation that lenders
would realize an average (30%-50%) recovery of principal in the
event of a payment default.  S&P also revised its recovery rating
to '4' from '3' (meaningful (50%-70%) recovery) on CBRE's existing
credit facility (including the $350 million Tranche A and
$300 million Tranche B term loans, and the $700 million revolver),
reflecting the increase in secured debt from the planned
financing.

The stable outlook reflects CBRE's market-leading franchise in CRE
services and S&P's expectation that the gradually improving
economy will strengthen its financial profile.  Reduction in
leverage and improved debt service ratios could lead us to raise
the ratings.  However, CBRE's historically aggressive financial
management, the cyclical nature of CRE sales and leasing, and the
lack of tangible equity limit upward rating movement.


CDC PROPERTIES: Files Schedules of Assets & Liabilities
-------------------------------------------------------
CDC Properties I, LLC, filed with the U.S. Bankruptcy Court for
the Western District of Washington its schedules of assets and
liabilities, disclosing:

  Name of Schedule                     Assets          Liabilities
  ----------------                     ------          -----------
A. Real Property                    $45,000,000
B. Personal Property                 $2,304,590
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $75,574,257
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                 $140,244
                                    -----------        -----------
      TOTAL                         $47,304,590        $75,714,502

Tacoma, Washington-based CDC Properties I, LLC, owns 10 commercial
buildings in Washington.  Most of the space in its buildings is
leased to the State of Washington and occupied by various of its
agencies.  CDC Properties filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Wash. Case No. 11-41010) on Feb. 10, 2011.
Timothy W. Dore, Esq., at Ryan Swanson & Cleveland PLLC, serves as
the Debtor's general counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


CDC PROPERTIES: Taps Ryan Swanson as General Counsel
----------------------------------------------------
CDC Properties I, LLC, asks the U.S. Bankruptcy Court for the
Western District of Washington to employ Ryan, Swanson &
Cleveland, PLLC, as general counsel.

RSC will represent the Debtor in any and all legal matters that
may arise during the administration of its bankruptcy case.

RSC received a $25,000 advance fee deposit for services in this
bankruptcy case about February 10, 2011.

To the best of the Debtor's knowledge, RSC 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.

Tacoma, Washington-based CDC Properties I, LLC, owns 10 commercial
buildings in Washington.  Most of the space in its buildings is
leased to the State of Washington and occupied by various of its
agencies.  CDC Properties filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Wash. Case No. 11-41010) on Feb. 10, 2011.
Timothy W. Dore, Esq., at Ryan Swanson & Cleveland PLLC, serves as
the Debtor's general counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


CENTRALIA OUTLETS: U.S. Trustee Unable to Form Creditors Committee
------------------------------------------------------------------
The Office of the U.S. Trustee for Region 18 notified the U.S.
Bankruptcy Court for the Western District of Washington that it
was unable to appoint an official committee of unsecured creditors
in the Chapter 11 case of Centralia Outlets LLC.

The U.S. Trustee explained that there were insufficient
indications of willingness from the unsecured creditors to serve
in the committee.

                      About Centralia Outlets

Centralia Outlets LLC is the owner of the Centralia Factory
Outlets mall in Centralia, Washington.  The mall, located on
Interstate 5 in Centralia, is 80% occupied, and generates net
income, after debt service, of $80,000 to $100,000 a month.

Centralia filed for Chapter 11 after receiving an order sending
the mall to receivership.  Sterling Bank prevailed on a state
court to order the appointment of a receiver based on alleged non-
financial defaults in the mortgage.  The mall owner said that
principal and interest payments were current on the $24.3 million
owing to Sterling as of the petition date.

Centralia filed for Chapter 11 protection on Dec. 3, 2010 (Bankr.
W.D. Wash. Case No. 10-24529), after receiving an order sending
the mall to receivership.  James L. Day, Esq., at Bush Strout &
Kornfeld, in Seattle, Washington, represents the Debtor.  Perkins
Coie LLP serves as Debtor's general bankruptcy counsel. The
Debtor disclosed $29,206,999 in assets and $23,999,507 in
liabilities.


CHAPRIL BUILDING: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Chapril Building, LLC
        10 S. 373 Normantown Road
        Naperville, IL 60564

Bankruptcy Case No.: 11-06095

Chapter 11 Petition Date: February 16, 2011

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Gregory K. Stern, Esq.
                  GREGORY K. STERN, P.C.
                  53 West Jackson Blvd., Suite 1442
                  Chicago, IL 60604
                  Tel: (312) 427-1558
                  Fax: (312) 427-1289
                  E-mail: gstern1@flash.net

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

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

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb11-06095.pdf

The petition was signed by Edmund L. Dale, managing member.


CHARTER OAK BANK: Closed; Bank of Marin Assumes All Deposits
------------------------------------------------------------
Charter Oak Bank of Napa, Calif., was closed on Friday, Feb. 18,
2011, by the California Department of Financial Institutions,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with Bank of Marin of Novato,
Calif., to assume all of the deposits of Charter Oak Bank.

The two branches of Charter Oak Bank will reopen during normal
banking hours as branches of Bank of Marin.  Depositors of Charter
Oak Bank will automatically become depositors of Bank of Marin.
Deposits will continue to be insured by the FDIC.  Customers of
Charter Oak Bank should continue to use their existing branch
until they receive notice from Bank of Marin that it has completed
systems changes to allow other Bank of Marin branches to process
their accounts as well.

As of December 31, 2010, Charter Oak Bank had around
$120.8 million in total assets and $105.3 million in total
deposits.  The FDIC will retain $28.5 million of the assets for
later disposition.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-877-367-2717.  Interested parties also can
visit the FDIC's Web site at:

     http://www.fdic.gov/bank/individual/failed/charteroak.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $21.8 million.  Compared to other alternatives, Bank of
Marin's acquisition was the least costly resolution for the FDIC's
DIF.  Charter Oak Bank is the twenty-first FDIC-insured
institution to fail in the nation this year, and the second in
California.  The last FDIC-insured institution closed in the state
was Canyon National Bank, Palm Springs, on February 11, 2011.


CINCINNATI BELL: S&P Downgrades Corporate Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Cincinnati-based Cincinnati Bell Inc. and subsidiary
Cincinnati Bell Telephone Co., including the corporate credit
ratings, which S&P lowered to 'B' from 'B+'.  In addition, S&P
also lowered all issue-level ratings by one notch.  The outlook is
stable.

"The downgrade is based on S&P's expectation that the combination
of the company's ongoing expansion of its data center business and
aggressive financial policies will prevent leverage from declining
below the 5x level that S&P had associated with the previous
rating," explained Standard & Poor's credit analyst Naveen Sarma.
S&P estimates leverage as of Dec. 31, 2010, pro forma for a full
year of the CyrusOne acquisition, at about 5.x.  Given that S&P
expects limited discretionary cash flow after capital spending and
only modest EBITDA improvement, S&P therefore foresee limited
leverage reduction over the next few years.  S&P's adjusted
leverage includes unfunded pension and other post-employment
benefit obligations, operating lease adjustments, accrued
interest, and the treatment of 50% of preferred stock as debt.

The ratings on CBI reflect its highly leveraged financial risk
profile, as well as the intense competitive pressures facing its
core wireline business, which contributes the majority of
consolidated revenues and EBITDA and helps determine S&P's
business risk profile assessment of weak.  CBI's wireless
operations are also subject to intense competition from both
national wireless providers and regional competitors, and the
company is concentrated in a single market.  Tempering rating
factors include CBI's healthy EBITDA margins in its core wireline
business, despite ongoing access-line erosion and revenue losses,
and growing contributions from its data center colocation business
which offers better growth characteristics.


CITIZENS BANK OF EFFINGHAM: Closed; HeritageBank Assumes Deposits
-----------------------------------------------------------------
Citizens Bank of Effingham of Springfield, Ga., was closed on
Friday, Feb. 18, 2011, by the Georgia Department of Banking and
Finance, which appointed the Federal Deposit Insurance Corporation
as receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with HeritageBank of the South
in Albany, Ga., to assume all of the deposits of Citizens Bank of
Effingham.

The four branches of Citizens Bank of Effingham will reopen during
normal banking hours as branches of HeritageBank of the South.
Depositors of Citizens Bank of Effingham will automatically become
depositors of HeritageBank of the South.  Deposits will continue
to be insured by the FDIC.  Customers of Citizens Bank of
Effingham should continue to use their existing branch until they
receive notice from HeritageBank of the South that it has
completed systems changes to allow other HeritageBank of the South
branches to process their accounts as well.

As of December 31, 2010, Citizens Bank of Effingham had around
$214.3 million in total assets and $206.5 million in total
deposits.  HeritageBank of the South will pay the FDIC a premium
of 1.0 % to assume all of the deposits of Citizens Bank of
Effingham.  In addition to assuming all of the deposits of the
failed bank, HeritageBank of the South agreed to purchase
essentially all of the assets.

The FDIC and HeritageBank of the South entered into a loss-share
transaction on $158.1 million of Citizens Bank of Effingham's
assets.  HeritageBank of the South will share in the losses on the
asset pools covered under the loss-share agreement.  The loss-
share transaction is projected to maximize returns on the assets
covered by keeping them in the private sector.  The transaction
also is expected to minimize disruptions for loan customers.  For
more information on loss share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-930-6827.  Interested parties also can
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/citizensbk_ga.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $59.4 million.  Compared to other alternatives,
HeritageBank of the South's acquisition was the least costly
resolution for the FDIC's DIF.  Citizens Bank of Effingham is the
twentieth FDIC-insured institution to fail in the nation this
year, and the sixth in Georgia.  The last FDIC-insured institution
closed in the state was Habersham Bank, Clarkesville, earlier on
February 18.


CLAIRE'S STORES: Bank Debt Trades at 2% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 98.36 cents-
on-the-dollar during the week ended Friday, Feb. 18, 2011,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.61
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 29, 2014, and carries
Moody's Caa1 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 176 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                        About Claire's Stores

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

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

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

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

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

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


CLAIRE'S STORES: Expects to Report $422MM Net Sales for Q4
----------------------------------------------------------
Claire's Stores, Inc., announced, preliminary unaudited financial
results for the 2010 fourth quarter and the fiscal year, which
ended Jan. 29, 2011.

The Company expects to report net sales of $422 million for the
2010 fourth quarter, an increase of $11 million, or 2.7%, compared
to the 2009 fourth quarter.  The increase was attributable to an
increase in same store sales and new store sales, partially offset
by foreign currency translation effect of the Company's foreign
locations' sales, closed stores and decreases in shipments to
franchisees.  Net sales would have increased 4.5% excluding the
impact from foreign currency rate changes.

Consolidated same store sales increased 3.2% in the 2010 fourth
quarter.  In North America, same store sales increased 4.7% in the
2010 fourth quarter.  In Europe, same store sales increased 0.6%
in the 2010 fourth quarter.  The Company computes same store sales
on a local currency basis, which eliminates any impact from
changes in foreign exchange rates.

Adjusted EBITDA in the 2010 fourth quarter is expected to be
between $96 million and $98 million, compared to $93.4 million in
the 2009 fourth quarter.  The Company defines Adjusted EBITDA as
earnings before interest, income taxes, gain from early debt
extinguishment, depreciation and amortization, excluding the
impact of transaction-related costs incurred in connection with
its May 2007 acquisition and other non-recurring or non-cash
expenses, and normalizing occupancy costs for certain rent-related
adjustments.  The Company expects to report operating income for
the 2010 fourth quarter in the range of $73 million to $75
million.

The Company expects to report net sales of $1,426 million for
fiscal 2010, an increase of $84 million, or 6.3%, compared to
Fiscal 2009.  Consolidated same store sales increased 6.5% in
Fiscal 2010.  In North America, same store sales increased 7.8% in
Fiscal 2010 while Europe same store sales increased 4.3%.
Adjusted EBITDA in fiscal 2010 is expected to be between $263
million and $265 million, compared to $233.9 million in fiscal
2009.  The Company expects to report operating income for fiscal
2010 in the range of $176 million to $178 million.

In addition, during fiscal 2010, the Company paid $80 million to
retire $14 million of Senior Notes, $57 million of Senior Toggle
Notes and $23 million of Senior Subordinated Notes.

                       About Claire's Stores

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

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

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

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

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

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


CLAIRE'S STORES: To Offer Sr. Secured Notes to Partly Repay Debt
----------------------------------------------------------------
Claire's Stores, Inc., intends to offer senior secured second lien
notes due 2019.  The net proceeds from the notes will be used to
reduce outstanding indebtedness under the Company's current credit
facility.  The notes are being offered only to "qualified
institutional buyers" in reliance on Rule 144A under the
Securities Act of 1933, as amended, and outside the United States
only to non-U.S. persons in reliance on Regulation S under the
Securities Act.  The notes have not been and will not be
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 the registration
requirements of the Securities Act and applicable state securities
laws.

                       About Claire's Stores

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

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

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

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

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

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


CONSTAR INT'L: Has $10-Mil. L/C Facility From Wells Fargo
---------------------------------------------------------
Constar International Inc. and its units seek authority from the
U.S. Bankruptcy Court for the District of Delaware to obtain a
postpetition letter of credit facility in the amount of
$10,000,000 from Wells Fargo Capital Finance, LLC.

Jamie L. Edmonson, Esq., at Bayard, P.A., said in a court filing
that the continuing availability of letters of credit to
guarantee, where necessary, the Debtors' obligations to its
vendors and suppliers is critical to the Debtors' operations.
However, according to Mr. Edmonson, by entering into a the L/C
facility agreement, the Debtors are not taking new debt, they are
simply replacing one prepetition letter credit facility that was
provided by General Electric Capital Corp.

While the Debtors' revolving credit facility with GE Capital -- of
which $29.4 million was outstanding as of the bankruptcy filing --
was refinanced and paid shortly with the DIP facility provided by
noteholders that are supporting the pre-negotiated plan, the
Debtors kept in place those undrawn letters of credit outstanding
under the prepetition credit facility.  The first of the
prepetition L/Cs will shortly mature and GECC is unwilling to
reissue the L/Cs when they mature.

Wells Fargo -- who the Debtors intend will serve as their exit
financier -- is willing to step in and replace GE Capital as the
provider of letters of credit.

The Debtors will pay to Wells Fargo on the first business day of
each calendar month the rate of 1% percent per annum on the
aggregate face amount of all L/Cs outstanding.

                  Pre-Negotiated Chapter 11 Plan

Constar International filed for Chapter 11 in January with a
Chapter 11 plan negotiated with 75% of holders of senior secured
floating rate notes.

The restructuring plan calls for, among other things, a reduction
of the Company's current debt level of $220 million by roughly
$135 million to $150 million, with a significant corresponding
reduction in cash interest.

The Restructuring Support Agreement can be terminated by
noteholders if the Debtors failed to obtain confirmation of the
Chapter 11 plan by May (130 days after the Chapter 11 filing).

As of the Petition Date, the Debtors had outstanding debt in the
aggregate principal amount of roughly $251 million, consisting
primarily of roughly (a) $29.4 million under their senior
secured credit facility, including accrued and unpaid interest,
and (b) $221.4 million in secured floating rate notes due 2012
(including accrued interest).

Pursuant to the proposed Plan of Reorganization, Noteholders will
convert 100% of the face amount of the current notes into new term
debt in the face amount of US$70 million and convertible preferred
stock of US$30 million, and will become the majority owners of the
new common stock.  Under the proposed plan, the Company's general
unsecured claims will be converted to equity, and the current
equity will be cancelled.  The Company anticipates that the
restructuring will be completed by late spring of 2011, subject to
court approval.

A copy of the Pre-Arranged Plan is available for free at:

    http://bankrupt.com/misc/Constar_Disc_Statement_2011.pdf

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

    http://bankrupt.com/misc/Constar_Prearranged_Plan_2011.pdf

                    About Constar International

Philadelphia, Pennsylvania-based Constar International Inc. --
http://www.constar.net/-- produces and supplies polyethylene
terephthalate plastic containers for food and beverages.

Constar filed for Chapter 11 protection in December 2008 (Bankr.
D. Del. Lead Case No. 08-13432), with a pre-negotiated Chapter 11
plan.  The plan, which reduced Constar's debt load by roughly
$175 million, became effective on May 29, 2009.  Attorneys at
Bayard P.A., and Wilmer Cutler Pickering Hale and Dorr LLP
represented the Debtor in the case.

Due to operating losses caused by a significant decline in demand
for its products from Pepsi-Cola Advertising and Marketing Inc.
and other customers, Constar and its affiliates returned to
Chapter 11 on January 11, 2011 (Bankr. D. Del. Case No. 11-10109),
with a Chapter 11 plan negotiated with holders of 75% of the
holders of $220 million in senior secured floating-rate notes.

Andrew Goldman, Esq., and Dennis Jenkins, Esq., at Wilmer Cutler
Pickering Hale and Dorr LLP, serve as the Debtors' general
bankruptcy counsel.  Jamie Lynne Edmonson, Esq., and Neil B.
Glassman, Esq., at Bayard, P.A., serve as co-counsel to the
Debtors.  PricewaterhouseCoopers serves as the Debtors'
independent auditors and accountants.  Kurtzman Carson Consultants
LLC serves as the Debtors' claims agent.

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

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


CLEAR CHANNEL: Bank Debt Trades at 8% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 91.96 cents-on-the-dollar during the week ended Friday,
February 18, 2011, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents an
increase of 0.37 percentage points from the previous week, The
Journal relates.  The Company pays 365 basis points above LIBOR to
borrow under the facility.  The bank loan matures on January 30,
2016, and carries Moody's Caa1 rating and Standard & Poor's CCC+
rating.  The loan is one of the biggest gainers and losers  among
176 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                About CC Media and Clear Channel

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

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

                         *     *     *

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

Fitch said in November 2010, that its ratings concerns center on
the company's highly leveraged capital structure, with significant
maturities in 2014 and 2016; the considerable interest burden that
pressures free cash flow generation; technological threats and
secular pressures in radio broadcasting; and the company's
exposure to cyclical advertising revenue.  The ratings are
supported by the company's leading position in both the outdoor
and radio industries, as well as the positive fundamentals and
digital opportunities in the outdoor advertising space.


CONSTAR INT'L: Has $10-Mil. L/C Facility From Wells Fargo
---------------------------------------------------------
Constar International Inc. and its units seek authority from the
U.S. Bankruptcy Court for the District of Delaware to obtain a
postpetition letter of credit facility in the amount of
$10,000,000 from Wells Fargo Capital Finance, LLC.

Jamie L. Edmonson, Esq., at Bayard, P.A., said in a court filing
that the continuing availability of letters of credit to
guarantee, where necessary, the Debtors' obligations to its
vendors and suppliers is critical to the Debtors' operations.
However, according to Mr. Edmonson, by entering into a the L/C
facility agreement, the Debtors are not taking new debt, they are
simply replacing one prepetition letter credit facility that was
provided by General Electric Capital Corp.

While the Debtors' revolving credit facility with GE Capital -- of
which $29.4 million was outstanding as of the bankruptcy filing --
was refinanced and paid shortly with the DIP facility provided by
noteholders that are supporting the pre-negotiated plan, the
Debtors kept in place those undrawn letters of credit outstanding
under the prepetition credit facility.  The first of the
prepetition L/Cs will shortly mature and GECC is unwilling to
reissue the L/Cs when they mature.

Wells Fargo -- who the Debtors intend will serve as their exit
financier -- is willing to step in and replace GE Capital as the
provider of letters of credit.

The Debtors will pay to Wells Fargo on the first business day of
each calendar month the rate of 1% percent per annum on the
aggregate face amount of all L/Cs outstanding.

                  Pre-Negotiated Chapter 11 Plan

Constar International filed for Chapter 11 in January with a
Chapter 11 plan negotiated with 75% of holders of senior secured
floating rate notes.

The restructuring plan calls for, among other things, a reduction
of the Company's current debt level of $220 million by roughly
$135 million to $150 million, with a significant corresponding
reduction in cash interest.

The Restructuring Support Agreement can be terminated by
noteholders if the Debtors failed to obtain confirmation of the
Chapter 11 plan by May (130 days after the Chapter 11 filing).

As of the Petition Date, the Debtors had outstanding debt in the
aggregate principal amount of roughly $251 million, consisting
primarily of roughly (a) $29.4 million under their senior
secured credit facility, including accrued and unpaid interest,
and (b) $221.4 million in secured floating rate notes due 2012
(including accrued interest).

Pursuant to the proposed Plan of Reorganization, Noteholders will
convert 100% of the face amount of the current notes into new term
debt in the face amount of US$70 million and convertible preferred
stock of US$30 million, and will become the majority owners of the
new common stock.  Under the proposed plan, the Company's general
unsecured claims will be converted to equity, and the current
equity will be cancelled.  The Company anticipates that the
restructuring will be completed by late spring of 2011, subject to
court approval.

A copy of the Pre-Arranged Plan is available for free at:

    http://bankrupt.com/misc/Constar_Disc_Statement_2011.pdf

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

    http://bankrupt.com/misc/Constar_Prearranged_Plan_2011.pdf

                    About Constar International

Philadelphia, Pennsylvania-based Constar International Inc. --
http://www.constar.net/-- produces and supplies polyethylene
terephthalate plastic containers for food and beverages.

Constar filed for Chapter 11 protection in December 2008 (Bankr.
D. Del. Lead Case No. 08-13432), with a pre-negotiated Chapter 11
plan.  The plan, which reduced Constar's debt load by roughly
$175 million, became effective on May 29, 2009.  Attorneys at
Bayard P.A., and Wilmer Cutler Pickering Hale and Dorr LLP
represented the Debtor in the case.

Due to operating losses caused by a significant decline in demand
for its products from Pepsi-Cola Advertising and Marketing Inc.
and other customers, Constar and its affiliates returned to
Chapter 11 on January 11, 2011 (Bankr. D. Del. Case No. 11-10109),
with a Chapter 11 plan negotiated with holders of 75% of the
holders of $220 million in senior secured floating-rate notes.

Andrew Goldman, Esq., and Dennis Jenkins, Esq., at Wilmer Cutler
Pickering Hale and Dorr LLP, serve as the Debtors' general
bankruptcy counsel.  Jamie Lynne Edmonson, Esq., and Neil B.
Glassman, Esq., at Bayard, P.A., serve as co-counsel to the
Debtors.  PricewaterhouseCoopers serves as the Debtors'
independent auditors and accountants.  Kurtzman Carson Consultants
LLC serves as the Debtors' claims agent.

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

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


CUMULUS MEDIA: Bank Debt Trades at 3% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Cumulus Media Inc.
is a borrower traded in the secondary market at 96.80 cents-on-
the-dollar during the week ended Friday, February 18, 2011,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.33
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The bank loan matures on June 11, 2014, and carries
Moody's Caa1 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 176 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

About 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, with 'stable' outlook, from Moody's
Investors Service.  It has 'B-' issuer credit ratings, with
'stable' outlook, from Standard & Poor's.

In February 2011, Standard & Poor's revised its rating outlook on
Cumulus Media Inc. to positive from stable.  "The positive outlook
revision reflects the asset and cash flow diversification benefits
that Cumulus will gain in acquiring Cumulus Media Partners LLC,"
said Standard & Poor's credit analyst Andy Liu.

Moody's on Jan. 31, 2011, said that there is no operational nor
immediate credit impact upon closing of Cumulus Media Inc.'
acquisition of Cumulus Media Partners.  Cumulus has operated CMP's
radio stations since it was formed in 2006 so there are no
meaningful changes to operations.


DEX MEDIA EAST: Bank Debt Trades at 20% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East,
LLC, is a borrower traded in the secondary market at 80.33 cents-
on-the-dollar during the week ended Friday, February 18, 2011,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.23
percentage points from the previous week, The Journal relates.
The Company pays 250 basis points above LIBOR to borrow under the
facility, which matures on October 24, 2014.  The debt is not
rated.  The loan is one of the biggest gainers and losers among
176 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.
About Dex Media East

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.


DJ HILES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: DJ Hiles, LLC
          dba LONG JOHN SILVERS
        P.O. 5209
        Yuma, AZ 85366

Bankruptcy Case No.: 11-04006

Chapter 11 Petition Date: February 17, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Yuma)

Judge: Eileen W. Hollowell

Debtor's Counsel: Blake D. Gunn, Esq.
                  LAW OFFICE OF BLAKE D. GUNN
                  P.O. Box 22146
                  Mesa, AZ 85277-2146
                  Tel: (480) 710-8677
                  E-mail: bgunn@gunnfirm.com

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

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/azb11-04006.pdf

The petition was signed by Dale J. Hiles, operating member.


DREIER LLP: Trustee Seeks to Probe 39 Law Firms, Former Attorneys
-----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the official charged with
liquidating Dreier LLP wants to probe 39 law firms, businesses and
individuals as she continues her search for funds to repay
creditors.  The report relates that the Chapter 11 trustee Sheila
M. Gowan is seeking permission to dig up information from an
alphabet of firms, from Akerman Senterfitt to Zeichner Ellman &
Krause, as well as individual attorneys who once worked for the
now-defunct law firm founded by Marc Dreier.

Both groups may have seen matters formerly handled by Dreier LLP
handed over to them after the firm closed its doors, and its one-
time workers scattered to other ventures, according to DBR.

"The trustee seeks information concerning pre-petition [Dreier
LLP] client engagements and matters that were transferred to the
witness," Ms. Gowan said in a probe request aimed at Lowenstein
Sandler, the report adds.

                        About Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.

On December 8, 2008, the U.S. Securities and Exchange Commission
filed a suit, alleging that Mr. Dreier made fraudulent offers and
sales of securities in several cities, selling fake promissory
notes to hedge and other private investment funds.  The SEC
asserted that Mr. Dreier also distributed phony financial
statements and audit opinions, and recruited accomplices in
connection with that scheme.  Mr. Dreier, currently in prison, was
charged by the U.S. government for conspiracy, securities fraud
and wire fraud (S.D.N.Y. Case No. 09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.  Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee.

Wachovia Bank National Association, Sheila M. Gowan as trustee for
Dreier LLP's Chapter 11 Estate, and Steven J. Reisman as post-
confirmation representative of the bankruptcy estate of
360networks (USA) Inc. signed a petition that put Mr. Dreier into
bankruptcy under Chapter 7 on January 26, 2009 (Bankr. S.D.N.Y.
Case No. 09-10371).

Mr. Dreier, 60, pleaded guilty to fraud and other charges in May
2009.  The scheme to sell $700 million in fake notes unraveled in
late 2008.  Mr. Dreier is serving a 20-year sentence in a federal
prison in Minneapolis.


DUKE AND KING: Committee Taps Mesirow Fin'l. as Financial Advisor
-----------------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Duke and King
Acquisition Corp., to employ Mesirow Financial Consulting, LLC as
its financial advisors.

On Dec. 29, 2010, Habbo G. Fokkena, the U.S. Trustee for
Region 12, appointed five members to the Creditors Committee
namely:

    1. The Coca-Cola Company, acting chairperson

    2. K-Two, LLC

    3. Gilbert Mechanical Contractors

    4. Julie Oanh T. Nguyen

    5. P&C Rental LLP

MFC is expected to, among other things:

   a. review, monitor and assist with respect to proposed asset
      sales and dispositions as part of section 363 sales or a
      plan of reorganization or liquidation;

   b. assist in evaluating sale strategy and alternatives
      available to the creditors; and

   c. analyze assumption and rejection issues regarding executory
      contracts and leases.

The hourly rates of MFC personnel are:

     Senior Managing Director, Managing
     Director and Director                    $745-$795
     Senior Vice-President                    $635-$695
     Vice President                           $535-$595
     Senior Associate                         $435-$495
     Associate                                $255-$375
     Paraprofessional                         $125-$220

To the best of the Committee's knowledge, MFC is a ?disinterested
person? as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Committee is represented by:

     Aaron L. Hammer, Esq.
     Richard S. Lauter, Esq.
     FREEBORN & PETERS LLP
     311 South Wacker Drive, Suite 3000
     Chicago, IL 60606-6677
     Tel: (312) 360-6000
     Fax: (312) 360-6573

               About Duke and King Acquisition Corp.

Burnsville, Minnesota-based Duke and King Acquisition Corp., dba
Burger King, was formed in November 2006, to acquire 88 Burger
King franchise restaurants from the Nath Companies.  It filed for
Chapter 11 bankruptcy protection on December 4, 2010 (Bankr. D.
Minn. Case No. 10-38652).  Clinton E. Cutler, Esq., and Douglas W.
Kassebaum, Esq., at Fredrikson & Byron, P.A., serve as the
Debtor's bankruptcy counsel.  Mastodon Ventures, Inc., acts as the
Debtor's investment banker.  The Debtor estimated its assets and
debts at $10 million to $50 million.

Affiliates Duke and King Missouri Holdings, Inc. (Bankr. D. Minn.
Case No. 10-38654), Duke and King Missouri, LLC (Bankr. D. Minn.
Case No. 10-38653), Duke and King Real Estate, LLC (Bankr. D.
Minn. Case No. 10-38655), and DK Florida Holdings, Inc. (Bankr. D.
Minn. Case No. 10-3856), filed separate Chapter 11 petitions on
December 4, 2010.

Maslon Edelman Borman & Brand, LLP serves as local counsel to the
Creditors Committee.

The cases are jointly administered, with Duke and King Acquisition
Corp. as the lead case.


DYER ROAD: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Dyer Road Property, LLC
        4651 Dyer Boulevard
        Riviera Beach, FL 33407

Bankruptcy Case No.: 11-14188

Chapter 11 Petition Date: February 18, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: M Michael D. Seese, Esq.
                  HILNSHAW & CULBERTSON LLP
                  1 E. Broward Boulevard, #1010
                  Fort Lauderdale, FL 33301
                  Tel: (954) 467-7900
                  Fax: (954) 467-1024
                  E-mail: mseese@hinshawlaw.com

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

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

The list of unsecured creditors filed together with its petition
does not contain any entry.

The petition was signed by Steve Zeiger, managing member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Zeiger Crane Rental, Inc.             11-14183            02/18/11


EMIVEST AEROSPACE: Seeks Permission to Hold Auction, Avoid Default
------------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Emivest Aerospace Corp. is
trying for a third time to put its assets on the block, this time
a securing an approximately $11 million offer to lead off the
bidding, but the maker of high-speed corporate jets has less than
a month to do so to avoid defaulting on its bankruptcy loan.

Emivest Aerospace Corporation -- http://www.sj30jet.com/-- is a
U.S.-based aircraft manufacturing company and a subsidiary of
Emirates Investment & Development PSC.  Emivest Aerospace
Corporation produces the SJ30 light jet.

Emivest Aerospace Corporation filed for Chapter 11 protection on
Oct. 20, 2010 (Bankr. D. Del. Case No. 10-13391).  Emivest
estimated assets and debts between $50 million and $100 million.

Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, serves as counsel to the Debtor.


EQUIPMENT MANAGEMENT: Taps Schwartz Law Firm as Bankr. Counsel
--------------------------------------------------------------
Equipment Management Technology asks for authorization from the
U.S. Bankruptcy Court for the District of Nevada to employ The
Schwartz Law Firm, Inc., as bankruptcy counsel.

SLF will, among other things:

     a. attend meetings and negotiate with representatives of
        creditors and other parties in interest and advise and
        consult on the conduct of the Chapter 11 case, including
        all of the legal and administrative requirements of
        operating in Chapter 11;

     b. take all necessary action to protect and preserve the
        Debtor's estate, including the prosecution of actions on
        their behalf, the defense of any actions commenced against
        the estate, negotiations concerning all litigation in
        which the Debtor may be involved and objections to claims
        filed against the estate;

     c. prepare on behalf of the Debtor all motions, applications,
        answers, orders, reports and papers necessary to the
        administration of the estate; and

     d. negotiate and prepare on the Debtor's behalf plan(s) of
        reorganization, disclosure statement(s) and all related
        agreements and documents and take any necessary action on
        behalf of the Debtor to obtain confirmation of such
        plan(s).

SLF will be paid based on the rates of its professionals:

        Attorneys                            $295-$475
        Legal Assistants & Support Staff     $125-$195

Samuel A. Schwartz, Esq., the principal of SLF, 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.

Las Vegas, Nevada-based Equipment Management Technology filed for
Chapter 11 bankruptcy protection on February 9, 2011 (Bankr. D.
Nev. Case No. 11-11816).  The Debtor estimated its assets and
debts at $10 million to $50 million.


EQUIPMENT MANAGEMENT: Asks for Court's Nod to Sell Equipment
------------------------------------------------------------
Equipment Management Technology asks for authorization from the
U.S. Bankruptcy Court for the District of Nevada to sell the
Debtor's equipment, free and clear of all liens, claims,
encumbrances, and interests and exempt from any stamp, transfer,
recording or similar tax.

The Equipment is the collateral of FCC, LLC, a Florida limited
liability company, doing business as First Capital Western Region,
LLC.

On Aug. 25, 2008, FCC 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.  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 $13,474,161.10.  Since the appointment of the
receiver, it is unknown how much money was paid to FCC, and the
exact amount of its debt today.

The Debtor also requests that the sale be made free of transfer or
stamp taxes to maximize the return to the estate.

The Debtor proposes that sales of Equipment will only be for
amounts in excess of the values of the Equipment as set forth in
that certain appraisal of the Debtor, a copy of which is available
for free at:

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

The Court has set a hearing for March 16, 2011, at 3:00 p.m., on
the Debtor's request to be allowed to sell the Equipment.

Las Vegas, Nevada-based Equipment Management Technology provides
high technology electronic test and management equipment for rent,
lease and purchase.  It 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.


ESSAR STEEL: S&P Keeps 'B-' Long-Term Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it kept its ratings on
Essar Steel Algoma Inc., including its 'B-' long-term corporate
credit rating, on CreditWatch where they had been placed with
negative implications Nov. 24, 2010.

"The ratings remain on CreditWatch because of what S&P views as
the company's weak liquidity brought on by weaker profitability
and higher raw material costs, as well as a US$129 million payment
in early January to its iron ore supplier, Cliffs Natural
Resources Inc.," said Standard & Poor's credit analyst Donald
Marleau.

With C$16 million in cash and C$46.7 million available on a
revolving credit facility (after accounting for the US$35 million
excess availability requirement) at Jan. 31, 2010, ESA's liquidity
has deteriorated below S&P's key C$100 million threshold for
ratings pressure.  That said, S&P believes that pressure on ESA's
liquidity should be alleviated in the next several months, as S&P
expects that profitability and cash flow will improve along with
stronger steel prices, and as the company draws down on seasonally
high inventories.

S&P will resolve this CreditWatch, and reassess ESA's liquidity,
in the next several months.  S&P could affirm the ratings if ESA's
liquidity improves above S&P's key C$100 million threshold, which
S&P believes will happen in the next several months as higher
steel prices and lower working-capital investment improve
profitability and cash flow.  Nevertheless, S&P expects that
higher contractual prices for iron ore will partially offset the
positive effect of higher steel prices on the company's
profitability.  Assuming that ESA's liquidity improves, S&P will
be primarily focused on fundamental market conditions and the
impact higher raw material costs will have on profitability and
cash flow generation in fiscal 2012.


F & S: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------
Debtor: F & S Enterprises, LLC
        11 Old Kings Road North
        Palm Coast, FL 32137

Bankruptcy Case No.: 11-01005

Chapter 11 Petition Date: February 17, 2011

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

Debtor's Counsel: Scott W. Spradley, Esq.
                  LAW OFFICES OF SCOTT W. SPRADLEY PA
                  P.O. Box 1
                  109 South 5th Street
                  Flagler Beach, FL 32136
                  Tel: (386) 693-4935
                  Fax: (386) 693-4937
                  E-mail: scott.spradley@flaglerbeachlaw.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/flmb11-01005.pdf

The petition was signed by Stephen L. Blaha, MGRM.


FENTURA FINANCIAL: Dismisses Crowe Horwath as Accountants
---------------------------------------------------------
On Feb. 4, 2011, Fentura Financial, Inc., dismissed its
independent registered public accounting firm, Crowe Horwath LLP
to be effective upon Fentura filing its 2010 Form 10-K.  Crowe
Horwath's report on Fentura's consolidated financial statements as
of and for the years ended December 31, 2009 and 2008 contained no
adverse opinion or a disclaimer of opinion, and were not qualified
as to uncertainty, audit scope or accounting principles, except
that Crowe Horwath's opinion on the 2009 consolidated financial
statements included an explanatory paragraph describing
substantial doubt about Fentura's ability to continue as a going
concern.  The decision to change accountants was approved by the
Audit Committee of the Board of Directors.

During each of the years in the two year period ended Dec. 31,
2010, and the subsequent interim period to Feb. 7, 2011, there
were (i) no disagreements between Fentura and Crowe Horwath on any
matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Crowe Horwath, would have
caused Crowe Horwath to make reference to the subject matter of
the disagreements in connection with its reports.  Fentura has
provided Crowe Horwath with a copy of this disclosure and has
requested that Crowe Horwath furnish it with a letter addressed to
the Securities and Exchange Commission stating whether or not
Crowe Horwath agrees with the above statements.

On Feb. 4, 2011, Fentura notified Rehmann Robson, P.C. of the its
intent to formally engage Rehmann as its new independent
registered public accounting firm to be effective upon Fentura
filing its 2010 Form 10-K.  During the last two fiscal years and
the subsequent interim period to Feb. 7, 2011, Fentura did not
consult with Rehmann regarding (1) the application of accounting
principles to any transaction, either completed or proposed; (2)
the type of audit opinion that might be rendered on Fentura's
financial statements; or (3) any matter that was the subject of a
disagreement.

                      About Fentura Financial

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

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

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

As reported in the Troubled Company Reporter on March 22, 2010,
Crowe Horwath LLP, in Grand Rapids, Mich., expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company incurred net losses in 2009 and 2008, primarily from
higher provisions for loan losses, and non-compliance with the
higher capital requirements of the Consent Orders.

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


FIRST PHYSICIANS: Recurring Losses Prompt Going Concern Doubt
-------------------------------------------------------------
First Physicians Capital Group, Inc, filed its annual report on
Form 10-K for the fiscal year ended Sept. 30, 2010.

Whitley Penn LLP, in Dallas, Texas, expressed substantial doubt
about First Physicians Capital Group's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced recurring losses from operations.

The Company reported a net loss of $9.5 million on $39.5 million
of revenue in fiscal 2010, compared to a net loss of $10.0 million
on $39.1 million of revenue in fiscal 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$25.7 million in total assets, $28.6 million in total liabilities,
$191,000 in non-redeemable preferred stock, $12.2 million in
redeemable preferred stock, and a stockholders' deficit of
$15.3 million.

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

               http://researcharchives.com/t/s?7380

                      About First Physicians

Beverly Hills, Calif.-based First Physicians Capital Group, Inc.
(OTC BB: FPCG) -- http://www.fpcapitalgroup.com/-- is an operator
of healthcare services firms in the U.S.


FLEMING COS: Wayne Berry Loses Another Round in Litigation
----------------------------------------------------------
WestLaw reports that a bankruptcy court could exercise
postconfirmation jurisdiction over a proceeding under the All
Writs Act by a trust established under the debtor's confirmed
Chapter 11 plan, seeking to enjoin a software licensor that had
repeatedly filed infringement claims in various courts against the
debtor, the trust, and a purchaser of the debtor's assets from
filing any further such suits without the bankruptcy court's
permission.  The proceeding was a cause of action which, to the
extent that it sought to enjoin claims against the purchaser of
the debtor's assets, sought to enforce a prior determination of
the bankruptcy court that licensed software was not among assets
that were sold to the purchaser.  In re Fleming Companies, Inc., -
-- B.R. ----, 2011 WL 494645, slip op. http://is.gd/mUVnz4(Bankr.
D. Del.) (Walrath, J.).

The Honorable Mary F. Walrath entered her Memorandum Opinion on
Feb. 2, 2011, in Post-Confirmation Trust v. Wayne Berry, et al.,
Adv. Pro. No. 10-53159 (Bankr. D. Del.).

Issue Nos. 37 through 39 and 41 through 43 of Fleming Bankruptcy
News, published by Bankruptcy Creditors' Service, Inc., followed
Mr. Berry's unsuccessful attempts to litigate his software-related
claims and recover $48 million in Fleming's chapter 11 proceedings
from his filing of a motion for relief from the automatic stay
through an appeal from the bankruptcy court's order confirming
Fleming's chapter 11 plan.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- was the largest multi-tier distributor
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Judge Walrath confirmed Fleming's Third Amended Plan
on July 26, 2004, under which Core-Mark Holding Company, Inc.,
emerged as a rehabilitated company owned by Fleming's unsecured
creditors on Aug. 23, 2004.  A Post-Confirmation Trust was created
to liquidate Fleming's remaining assets and liabilities not
related to the convenience operations, to pursue causes of action,
and to reconcile and pay claims.  Richard L. Wynne, Esq., Bennett
L. Spiegel, Esq., Shirley Cho, Esq., and Marjon Ghasemi, Esq., at
Kirkland & Ellis, represented the Debtors.  When the Debtors filed
for protection from their creditors, they listed $4,220,500,000 in
assets and $3,547,900,000 in liabilities.


FOX HILL: Files Schedules of Assets and Liabilities
---------------------------------------------------
Fox Hill Mutual Homes, Inc., filed with the U.S. Bankruptcy Court
for the Eastern District of Virginia its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $8,600,000
  B. Personal Property              $948,497
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,530,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $418,765
                                 -----------      -----------
        TOTAL                     $9,548,497       $4,948,765

Hampton, Virginia-based Fox Hill Mutual Homes, Inc., filed for
Chapter 11 bankruptcy protection on January 6, 2011 (Bankr. E.D.
Va. Case No. 11-50038).  Karen M. Crowley, Esq., at Crowley,
Liberatore, & Ryan, P.C., serves as the Debtor's bankruptcy
counsel.


FRANK PARSONS: Wants Key Incentive Plan OK'd on Select Employees
----------------------------------------------------------------
Frank Parsons, Inc., asks the U.S. Bankruptcy Court for the
District of Maryland to approve its Key Employee Incentive Plan.

The Debtor has determined that it is necessary that certain key
employees be provided with adequate incentives to commit their
efforts entirely towards the successful reorganization.

Together with its financial advisor, WeinsweigAdvisors, and
investment banker, SSG Capital, the Debtor has formulated a KEIP
to encourage key employees not only to stay with the Debtor,
notwithstanding its status as a debtor in Chapter 11, but also to
devote their best efforts to the reorganization process.

The proposed KEIP will permit the Debtor to set various incentive
levels for its key employees based upon their performance.  This
is anticipated to ensure that those select employees covered by
the KEIP continue to work for the Debtor through the course of
this Chapter 11 case, and that they will strive to attain their
respective benchmarks.

The Debtor relates that most senior officers, it chief executive
officer, chief financial officer and president, are not included
in the proposed KEIP.  Rather, the KEIP covers three groups of key
employees: (a) sales team managers; (b) sales representatives; and
(c) key operational staff.

The KEIP payments will be paid from either (a) proceeds from the
sale of substantially all of the Debtor's assets as a going
concern to a buyer; or (b) in the event there is no such sale,
from the reorganized Debtor pursuant to a confirmed and effective
plan of reorganization.

The Debtor is represented by:

     Irving E. Walker, Esq.
     Gary H. Leibowitz, Esq.
     COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
     300 East Lombard Street, Suite 2000
     Baltimore, MD  21202
     Tel: (410) 230-0660
     Fax: (410) 230-0667
     E-mail: iwalker@coleschotz.com
             gleibowitz@coleschotz.com

     Sanjay Bhatnagar
     COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
     500 Delaware Avenue, Suite 1410
     Wilmington, DE 19801
     Tel: (302) 652-3131
     Fax: (302) 652-3117
     E-mail: sbhatnagar@coleschotz.com

                       About Frank Parsons

Headquartered in Hanover, Maryland, Frank Parsons, Inc. --
http://www.frankparsons.com/-- aka Frank Parsons Paper Company
Inc., is the largest employee-owned, business products,
technology, and office supplies company in the United States,
offering more than 180,000 products from companies such as Avery,
Fujifilm, Hewlett Packard, IBM, Sony, Xerox, Xiotech, and more.
Frank Parsons is an approved contractor on the GSA Schedule and an
authorized AbilityOne Distributor.  The company holds several
environmental certifications, including FSC, SFI, and PEFC.

Frank Parsons filed for Chapter 11 bankruptcy protection on
January 6, 2011 (Bankr. D. Md. Case No. 11-10338).  The Debtor
estimated its assets and debts at $10 million to $50 million.

On Jan. 18, 2011, the Office of the U.S. Trustee appointed an
Official Committee of Unsecured Creditors in this Chapter 11 case.


FREESCALE SEMICONDUCTOR: Debt Trades at 100.04 Cents-on-the-Dollar
------------------------------------------------------------------
Participations in a syndicated loan under which Freescale
Semiconductor, Inc., is a borrower traded in the secondary market
at 100.04 cents-on-the-dollar during the week ended Friday,
February 18, 2011, according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  This represents a
drop of 0.27 percentage points from the previous week, The Journal
relates.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on December 1, 2016,
and carries Moody's B2 rating and Standard & Poor's B- rating.
The loan is one of the biggest gainers and losers among 176 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                   About Freescale Semiconductor

Freescale Semiconductor, Inc. -- http://www.freescale.com/-- once
Motorola's Semiconductor Products Sector, is one of the oldest and
most diverse makers of microchips in the world.  It produces many
different kinds of chips for use in automobiles, computers,
industrial equipment, wireless communications and networking
equipment, and other applications.  The company's global client
roster includes such blue-chip companies as Alcatel-Lucent, Bosch,
Cisco Systems, Fujitsu, Hewlett-Packard, QUALCOMM, and Siemens, as
well as former parent Motorola.  Freescale nets about half of its
sales from the Asia/Pacific region.  The Blackstone Group, The
Carlyle Group, Permira Advisers, and TPG Capital own the company.

Freescale Semiconductor Holdings I, Ltd. carries a 'CCC' issuer
default rating from Fitch Ratings.

Freescale carries a B-/Stable/-- corporate credit rating from
Standard & Poor's.  "The rating on Freescale," said Standard &
Poor's credit analyst Lucy Patricola, "reflects S&P's expectation
that the company will continue on its current path to generate
over $800 million of EBITDA for 2010.  S&P expects leverage to
remain high but free cash flow to be slightly positive, preserving
existing cash balances of $1 billion."

In February 2011, Standard & Poor's placed all its ratings,
including the 'B-' corporate credit rating, on Freescale
Semiconductor, Inc., on CreditWatch with positive implications.
"With the S-1 filing by Freescale Semiconductor Holdings Limited
I, Freescale could experience rapid delevering from initial public
offering proceeds, in addition to its expanding base of EBITDA
generation," said Standard & Poor's credit analyst Lucy Patricola.


GALP GRAYRIDGE: Gets Final Court Okay to Use Cash Collateral
------------------------------------------------------------
GALP Grayridge Limited Partnership sought and obtained final
authorization from the Hon. Jeff Bohm of the U.S. Bankruptcy Court
for the Southern District of Texas to use cash collateral from
Jan. 1, 2011, until March 31, 2011.

Debtor's assets are the subject of a first lien held by noteholder
Wells Fargo Bank, N.A., successor by merger to Wachovia Bank,
National Association, and special purpose corporation Redus TX
Properties, LLC, or their successors and assigns.  The Debtor
doesn't dispute that Wells Fargo holds valid, enforceable, and
allowable claims against the Debtor, in an aggregate amount equal
to $12,702,280 in unpaid principal and $40,964 in accrued but
unpaid interest, plus expenses of $41,000, plus any and all fees,
and any and all other obligations and liabilities of the Debtor to
the Noteholder under the loan documents.

Matthew Hoffman, Esq., of the Law Offices of Matthew Hoffman,
p.c., explained that the Debtor needs access to Wells Fargo's cash
collateral to fund its Chapter 11 case, pay suppliers and other
parties.  The Debtor will use the collateral pursuant to a budget,
a copy of which is available for free at
http://bankrupt.com/misc/GALPGrayridge_budget.pdf

The Debtor will segregate and account to the Noteholder for cash
collateral which it possesses, which it has received or used
between the Petition Date and the entry of the cash collateral
order.  Any and all cash collateral received on a post-petition
basis by the Court will be collected, received, and maintained by
the Debtor in the CMA collection account.  Funds in that account
will be deposited by the Debtor into a designated debtor-in-
possession deposit account.

The Noteholder will be authorized to make advances from the CMA
Collection Account to the subaccounts/escrows for real estate
taxes ($36,379) and insurance escrow ($20,174), which amounts will
be held by the Noteholder in reserve accounts pending further
order of the Court.  The Debtor will provide the Noteholder with
monthly operating reports.

As additional adequate protection, the Debtor will pay the
Noteholder an adequate protection payment for the period ending
Dec. 31, 2010, in the amount of $47,015, to be paid on Jan. 31,
2011, an adequate protection payment for the period ending January
31, 2011, in the amount of $55,834, to be paid on Feb. 10, 2011,
and an adequate protection payment for the period ending Feb. 28,
2011, in the amount of $59,604, to be paid on March 10, 2011, with
the Noteholder authorized to draft each payment from the CMA
Collection Account.  The Debtor will be authorized to have funds
on deposit in the CMA Collection Account and the real estate taxes
escrow or other escrow accounts, paid by the Noteholder to taxing
authorities for the benefit of the Debtor, all, or portions of,
2010 ad valorem taxes due on the Debtor's property, provided that
the Noteholder isn't obligated to advance any funds of Noteholder
in order to pay the taxes.

As adequate protection of the Noteholder's interest in the
prepetition collateral, the Noteholder is granted valid and
automatically perfected priority replacements and additional liens
and security interests in and upon all of the properties and
assets of the Debtor.  In addition, the Noteholder is granted a
superpriority administrative expense claim.

                       About GALP Grayridge

Houston, Texas-based GALP Grayridge Limited Partnership is a
single asset real estate business entity.  It owns these single
asset real estate in Texas: C GALP Grayridge Limited Partnership -
Chapter 11 (10-40007); C Vinings at West Oaks Apartments (512
units); C 15250 Grey Ridge Drive, Houston, TX 77082; and C NW
quadrant of Harris County Toll Road and Hwy 6.

GALP Grayridge filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 10-40007) on Nov. 1, 2010.  Matthew Hoffman,
Esq., at the Law Offices of Matthew Hoffman, P.C., serves as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $10 million to $50 million.


GENCORP INC: Salaries and Bonuses of Executives Approved
--------------------------------------------------------
On Feb. 9, 2011, the Organization & Compensation Committee of
GenCorp Inc. approved:

   (i) cash incentive awards to its named executive officers and
       other key employees for fiscal 2010;

  (ii) base salaries and incentive targets for its named executive
       officers;

(iii) fiscal 2011 annual cash incentive plan metrics;

  (iv) metrics for the 2011 Long-Term Incentive Program for
       eligible employees of the Company including the named
       executive officers; and

  (v) extension of relocation benefits to Scott J. Seymour,
      GenCorp, Inc.'s CEO, to twenty-four months from his
      employment start date.

The table summarizes the Compensation Committee Feb. 9, 2011
actions for the Company's named executives.

   Named Exec.      2010 Incentive    2011 Annual       2011
     Officer            Award        Base Salary Incentive Target
   -------------   --------------    ----------- ----------------
Scott J. Seymour     $845,625         $550,000         125%
Kathleen E. Redd     $206,640         $351,120          50%
Chris W. Conley      $136,064         $232,210          45%
Robert E. Shenton    $156,587         $263,118          45%

The annual cash incentive program is intended to provide a
competitive level of compensation when specific individual or
business performance objectives are achieved.  The 2010 incentive
awards were based on an assessment of actual performance against
pre-established Company and business segment performance
objectives specified in the Company's 2010 annual cash incentive
plan.  The performance objectives as outlined in the 2010 annual
cash incentive plan included contract profit, cash flow, adjusted
earnings before interest and taxes, awards and personal factors,
each of which were weighted differently.

The performance objectives for the 2011 incentive targets are
contract profit, cash flow, awards, non-financial metrics, and
personal factors, as defined therein, each of which is weighted
differently.  The Compensation Committee has discretion to adjust
these payments.  With input from the Company, incentives are paid
based upon the Compensation Committee's assessment of both
individual and Company-wide actual performance against these
established performance objectives.  The potential payouts range
from 0% to 185% of an individual's target incentive.  Target
incentives represent a percentage of an eligible participant's
base salary.

The Company uses long-term incentive compensation to focus on the
importance of returns to shareholders, promote the achievement of
long-term performance goals, encourage executive retention, and
promote higher levels of Company stock ownership by executives.
The 2011 LTIP approved metrics based on fiscal 2013 targets are:
(i) sales; (ii) earnings before interest, taxes, depreciation,
amortization, and retirement benefit expenses; (iii) capital
turnover ratio; and (iv) the economic value added performance
target.

                         About GenCorp Inc.

Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY)
-- http://www.GenCorp.com/-- is a manufacturer of aerospace and
defense products and systems with a real estate segment that
includes activities related to the re-zoning, entitlement, sale,
and leasing of the Company's excess real estate assets.

The Company's balance sheet at Nov. 30, 2010, showed
$991.50 million in total assets, $1.19 billion in total
liabilities and $200.20 million in total shareholders' deficit.

                          *     *     *

Standard & Poor's in February 2011 has raised its corporate credit
rating on GenCorp Inc. to 'B' from 'B-'.  S&P also raised its
rating on the company's first-lien secured debt to 'BB-' from 'B+'
and on the subordinated debt to 'CCC+' from 'CCC'.  The recovery
rating on the first-lien secured debt remains unchanged at '1',
and the recovery rating on the subordinated debt remains unchanged
at '6'.  The outlook is stable.

"We are raising its ratings on GenCorp by one notch to reflect the
company's improved liquidity position," said Standard & Poor's
credit analyst Lisa Jenkins.  "The ratings on GenCorp reflect its
highly leveraged capital structure, weak financial performance,
limited diversity, and modest scale of operations compared with
competitors.  Offsetting these challenges to some extent is the
company's good niche positions in aerospace propulsion and solid
backlog.  S&P characterize GenCorp Inc.'s business profile as weak
and its financial profile as highly leveraged."


GEO W PARK: Plan of Reorganization Wins Court Approval
------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
confirmed the Plan of Reorganization filed by L. Stan Neely, the
Chapter 11 trustee for Geo W. Park Seed Co. Inc., and its debtor-
affiliates.

As reported in the Troubled Company Reporter on Jan. 5, 2011, the
Plan provides for the distribution of the remaining cash assets of
the estate -- after payment to Wells Fargo and the Hachenbergers
pursuant to a settlement -- to the general unsecured creditors,
after payment in full of all administrative claims, payment in
full of taxes owed to the County of Greenwood, and payment in full
of priority unsecured claims.

Wells Fargo and the Hachenbergers collectively have a first lien
over all the assets that were sold to J&P Park Acquisitions Inc.
Under the settlement, Wells Fargo and the Hachenbergers have
agreed to receive payment of $6,773,275 in full satisfaction of
their liens and other claims against the estate.  Because the sale
proceeds were not enough to pay the first liens in full, the liens
of junior lienholders are unsecured, and the claims of the junior
lienholders will be treated as general unsecured claims in the
Plan.

On August 23, 2010, the auction and sale hearing were conducted
and competitive bidding ensued.  The Court eventually approved the
improved stalking horse bid by J&P Park as the highest and best
offer for the assets, with a total gross consideration of
approximately $12,800,000, including a cash payment of $8,264,095.

Wells Fargo and the Hachenbergers have agreed, pursuant to the
Settlement, to a carve-out of $2,500,000.  The carve-out will be
used to pay administrative claims, taxes to the County of
Greenwood, and unsecured priority claims, with any remainder
distributed to the general unsecured creditors.

In addition, the plan will pay holders of general unsecured, owing
$47,000,000 in aggregate, will be paid on a pro rata basis from
estate funds remaining after all valid claims are paid.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?71c5

                       About George W. Park

Based in Greenwood, South Carolina, George W. Park Seed Co. Inc.,
along with four affiliates, filed for Chapter 11 protection on
April 2, 2010 (Bankr. D. S.C. Lead Case No. 10-02431).  R.
Geoffrey Levy, Esq., represents the Company in its restructuring
effort.  In its schedules, the Company disclosed $8.33 million in
assets and $44.79 million in liabilities.

Jackson & Perkins-founded in 1872 and famous for its roses- became
part of the Park Seed group in 2007.


GERALD TROOIEN: FBI Searches Evidence of Fraud at JLT Group
-----------------------------------------------------------
Rupa Shenoy at Minnesota Public Radio reports the Federal Bureau
of Investigation is investigating St. Paul developer Jerry Trooien
for fraud.  According to the report, agents executed a search
warrant at Mr. Trooien's office near downtown St. Paul on
Thursday, looking for evidence of fraud.  FBI agent Steve
Warfield, a spokesman for the agency's Minneapolis office, said
the FBI was working with the Internal Revenue Service as agents
began searching the offices of Trooien's company, JLT Group.

Minnesota Public Radio notes Mr. Trooien is best known for a
project he never got done -- the $1.5 billion Bridges of St. Paul
development -- which he hoped to build across the river from
downtown St. Paul.

Based in St. Paul, Minnesota, Gerald Trooien aka Jerry Trooien
filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case
No. 10-37695) on Oct. 25, 2010.  Judge Nancy C. Dreher presides
over the case.  Douglas W. Kassebaum, Esq., and James L. Baillie,
Esq., at Fredrikson & Byron, P.A., represents the Debtor.  The
Debtor estimated assets between $1 million and $10 million, and
debts between $100 million and $500 million.


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

Bankruptcy Case No.: 11-06098

Chapter 11 Petition Date: February 16, 2011

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

Judge: Eugene R. Wedoff

About the Debtors: 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".  At present, 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.

Debtors' 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.

Affiliates that filed Chapter 11 petitions on Feb. 16, 2011:

  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

Affiliates that filed Chapter 11 petitions on Feb. 17, 2011:

  Debtor                                           Case No.
  ------                                           --------
ALTAMONTE PARTNERS, LLC                            11-06261
OAKBROOK PARTNERS, LLC                             11-06262
RANDOLPH PARTNERS, LLC 20-24 SERIES                11-06263
RANDOLPH PARTNERS, LLC - 327 SERIES                11-06265
RANDOLPH PARTNERS, LLC - 308 SERIES                11-06267
RANDOLPH PARTNERS, LLC - SHERBERTH SERIES          11-06271

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


GREAT ATLANTIC & PACIFIC: Gets Until July 10 to Decide on Leases
----------------------------------------------------------------
Judge Robert Drain gave The Great Atlantic & Pacific Tea Company
Inc. and its debtor-affiliates until July 10, 2011, or the date
of the entry of an order confirming their Chapter 11 plan, to
decide whether to assume or reject their unexpired nonresidential
real property leases.

In an order dated February 8, 2011, Judge Drain directed the
Debtors, Ocean City Factory Outlets and N. Providence LLC to
consult the Court to schedule an evidentiary hearing on the
extension of the deadline for the assumption or rejection of
their leases.

The Debtors' rights under Section 365(d)(4) of the Bankruptcy
Code including their ability to either assume or reject their
leases with Ocean City and with N. Providence will remain in
effect until further court ruling in connection with those
leases, according to the February 8 order.

                            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: Proposes Claims Settlement Procedures
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors seek court approval to implement a process for the
settlement of claims and causes of action brought by or against
them.

The proposed process applies to "de minimis" claims already
pending or that could be asserted by third parties that are not
insiders against the Debtors or by the Debtors against those
parties that are settled for less than $2.25 million, according
to Ray Schrock, Esq., at Kirkland & Ellis LLP, in New York.

Under the proposed process, the Debtors will not agree to any
settlement of a claim unless it is reasonable in their judgment
upon consideration of the probability of success if the claim is
litigated or arbitrated, and the fairness of the settlement,
among other things.

Where the proposed settlement amount is equal to or less than
$75,000, the Debtors may agree to settle that claim or cause of
action and may enter into a written settlement agreement without
notice by the Debtors to any third party or further action by the
Court.

Where the proposed settlement amount is greater than $75,000 but
does not exceed $2.25 million, the Debtors may agree to settle
that claim or cause of action without further action by the Court
provided that they serve a notice of the settlement and the terms
are not objected to by any party that receives the notice.  If
there is an objection to the settlement and the Debtors still
want to enter into the proposed settlement, the execution of the
settlement will not proceed except upon resolution of the
objection or upon court approval of the settlement after notice
and a hearing.

The types of claims that may be settled pursuant to the proposed
procedures include administrative expense claims, priority
claims, secured claims, general unsecured claims and equitable
claims for non-monetary relief.

No settlement will be effective unless it is executed by an
authorized representative of the Debtors.  Any settlement that is
not authorized pursuant to the proposed process or pursuant to
any other court order will be authorized only upon a separate
order of the Court.

The Court will hold a hearing on March 8, 2011, to consider
approval of the proposed settlement procedures.  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: Schedules Now Due March 25
----------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its debtor-
affiliates and the U.S. Trustee for the Southern District of New
York entered into a stipulation extending to:

  (1) March 4, 2011, the deadline for the Debtors to file their
      statements of financial affairs; and

  (2) March 25, 2011, the deadline for filing their schedules of
      assets and liabilities.

                            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: Wants to Dispose of De Minimis Assets
---------------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. and its affiliated
debtors seek the Court's approval to implement procedures for
the sale, transfer or abandonment of so-called "de minimis
assets."

The de minimis assets include surplus assets and those assets
which the Debtors consider obsolete, non-core or burdensome.

Ray Schrock, Esq., at Kirkland & Ellis LLP, in New York, says the
proposed procedures would help the Debtors reduce costs as well
as ensure that concerned parties receive appropriate notice of
the disposition of the assets.

Under the proposed asset sale procedures, the Debtors can sell or
transfer their de minimis assets worth less than or equal to
$500,000 to a single buyer or a group without further court order
or notice.  The transaction will be free and clear of liens with
those liens attaching only to the sale proceeds with the same
validity, extent and priority as immediately prior to the
transaction.

With regard to the sales or transfers of de minimis assets worth
more than $500,000 and less than or equal to $5 million, the
Debtors will be required to serve a notice at least five days
prior to closing those sales or effectuating those transfers.
The notice should identify the de minimis assets, the buyer, the
purchase price and the significant terms of the transaction.

The Debtors can immediately consummate those transactions if no
objections are filed within five days of service of the notice.
However, if there is an objection and it cannot be resolved, the
de minimis assets will only be sold upon withdrawal of the
objection or further court order.

The transactions will also be free and clear of liens with those
liens attaching only to the sale proceeds with the same validity,
extent and priority as immediately prior to the transactions.

Meanwhile, the proposed process for the abandonment of de minimis
assets authorizes the Debtors to abandon assets worth less than
or equal to $500,000.

With regard to the abandonment of de minimis assets worth more
than $500,000 but less than or equal to $5 million, the Debtors
will also be required to serve a notice identifying the assets
and stating their reasons for the abandonment at least five days
prior to abandoning the assets.

If an objection is filed and it cannot be resolved, the assets
will only be abandoned upon withdrawal of the objection or
further Court order.

The Court will hold a hearing on March 8, 2011, to consider
approval of the proposed procedures.  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).


GREEN EARTH: Posts $2.6 Million Net Loss in December 31 Quarter
---------------------------------------------------------------
Green Earth Technologies, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $2.6 million on $678,000 of sales
for the three months ended Dec. 31, 2010, compared with a net loss
of $3.4 million on $440,000 of sales for the three months ended
Dec. 31, 2009.

The Company's balance sheet as of Dec. 31, 2010, showed
$3.9 million in total assets, $4.5 million in total liabilities,
all current, and a stockholders' deficit of $575,000.

As reported in the Troubled Company Reporter on October 4, 2010,
Friedman LLP, in East Hanover, N.J., expressed substantial doubt
about Green Earth Technologies' ability to continue as a going
concern, following the Company's results for the fiscal year ended
June 30, 2010.  The independent auditors noted that of the
Company's losses, negative cash flows from operations and its
limited ability to pay its outstanding liabilities through 2011.

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

               http://researcharchives.com/t/s?7393

                  About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes an
array of branded, environmentally-friendly, bio-based performance
and cleaning products to the automotive, outdoor power equipment
and marine markets.


GROVE STREET: Court to Consider Plan Outline on February 28
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
rescheduled until Feb. 28, 2011, at 2:00 p.m., the hearing to
consider adequacy of the Disclosure Statement explaining Grove
Street Realty Urban Renewal, LLC's Chapter 11 Plan.  The hearing
was originally set for Jan. 25.

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

As reported in the Troubled Company Reporter on Dec. 3, 2010,
according to the Disclosure Statement, the Plan provides for GE
Business Financial's secured claim to be paid with a negative
stock pledge on the Debtor's commercial and undeveloped land.  The
Debtor will also make interest-only payments to GE Business for 12
months after the effective date.

TD Bank will receive payments outside of the Reorganization Plan
on account of its secured claim.

Holders of unsecured claims will receive payment of 10% of all
allowed claims over five years at 0.5% per calendar quarter.

Interest holders will retain their interests, equity or common
stock.

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

The Debtors are represented by:

     Albert A. Ciardi, III, Esq.
     Jennifer E. Cranston, Esq.
     Adrienne N. Roth, Esq.
     CIARDI CIARDI & ASTIN
     One Commerce Square
     2005 Market Street, Suite 1930
     Philadelphia, PA 19103
     Tel: (215) 557-3350
     Fax: (215) 557-3351
     Emails: aciardi@ciardilaw.com
             jcranston@ciardilaw.com
             aroth@ciardilaw.com

                        About Grove Street

Sewell, New Jersey-based Grove Street Realty Urban Renewal, LLC,
owns certain parcels of real property at 370 Grove Street in the
Township of West Deptford, County of Gloucester, State of New
Jersey, commonly known as RiverWinds Cove Apartments.  The land
consists of improvements generally consisting of two buildings
containing in the aggregate approximately 215,832 square feet of
Class A residential apartment space, comprised of approximately
200 units, and having approximately 259 parking spaces.

The Company filed for Chapter 11 bankruptcy protection on July 1,
2010 (Bankr. D. N.J. Case No. 10-30427).  The Company estimated
assets and debts at $10 million to $50 million as of the Petition
Date.

An Official Committee of Unsecured Creditors appointed in the case
is represented by Benesch, Friedlander, Coplan & Aronoff LLP.


GROVE STREET: Has Access to Lender's Cash Collateral Until Feb. 28
------------------------------------------------------------------
The Hon. Judith H. Wizmur of the U.S. Bankruptcy Court for the
District of New Jersey authorized, in a sixth interim order, Grove
Street Realty Urban Renewal LLC to access the secured creditors'
cash collateral until Feb. 28, 2011.

The Court will consider the Debtor's further request to access to
the cash collateral on Feb. 28, at 2:00 p.m.  Objections, if any
are due Feb. 25, at 4:00 p.m.

As reported in the Troubled Company Reporter on Aug. 26, 2010, the
Debtor's indebtedness, as of the Petition Date, consist of:

  1. GE Business Financial Services, Inc. - $31,390,752 secured by
     a subsisting first lien and security interest in certain real
     property located at 370 Grove Street in the Township of West
     Deptford, County of Gloucester, New Jersey.

  2. TD Bank, N.A. - $3,000,000 secured by a subsisting first lien
     and security interest in certain rela propoerty located at
     196 and 204 Grove Avenue, West Deptford, New Jersey.

The Debtor would use the proceeds, products, rents, or profits of
the property and the fees, charges, accounts or other payments for
the use or occupancy of facilities to fund its operations
postpetition.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the secured creditors (i)
replacement liens to the same extent and priority that the secured
creditors held prepetition; and (ii) interest payments.

                        About Grove Street

Sewell, New Jersey-based Grove Street Realty Urban Renewal, LLC,
owns certain parcels of real property at 370 Grove Street in the
Township of West Deptford, County of Gloucester, State of New
Jersey, commonly known as RiverWinds Cove Apartments.  The land
consists of improvements generally consisting of two buildings
containing in the aggregate approximately 215,832 square feet of
Class A residential apartment space, comprised of approximately
200 units, and having approximately 259 parking spaces.

The Company filed for Chapter 11 bankruptcy protection on July 1,
2010 (Bankr. D. N.J. Case No. 10-30427).  Albert A. Ciardi, III,
Esq., at Ciardi Ciardi & Astin, P.C., assists the Debtor in its
restructuring effort.  The Company estimated  assets and debts at
$10 million to $50 million as of the Petition Date.

An Official Committee of Unsecured Creditors appointed in the case
is represented by Benesch, Friedlander, Coplan & Aronoff LLP.


GSI GROUP: Releases Shares Held in Escrow
-----------------------------------------
GSI Group Inc. disclosed that the United States District Court for
the District of Massachusetts has entered an order granting final
approval of the previously announced settlement in the putative
shareholder class action entitled Wiltold Trzeciakowski,
Individually and on behalf of all others similarly situated v. GSI
Group Inc., Sergio Edelstein, and Robert Bowen, Case No. 08-cv-
12065 (GAO), filed on December 12, 2008.  The Company's
contribution to the settlement amount was limited to the balance
of the Company's self-insured retention.

As a result of the court's final approval of the settlement,
993,743 shares of the Company's common stock (as adjusted for the
Company's 1-for-3 reverse stock split) that were placed in a
reserve account and held in escrow for the benefit of the holders
of Section 510(b) claims (as defined in the Company's final
Chapter 11 plan of reorganization) will be released to the
Company's shareholders entitled to such shares.  The Company
expects to distribute the shares to each shareholder entitled to
such shares as soon as practicable in the same manner as such
shareholder received shares of the Company following the Company's
emergence from bankruptcy.

GSI also announced that as a smaller reporting company, it expects
to file its 2010 Annual Report on Form 10-K on or before March 31,
2011 as required by Securities and Exchange Commission rules.

                      About GSI Group Inc.

Headquartered in Bedford, Massachusetts, GSI Group Inc.
-- http://www.gsig.com/-- supplies precision technology to the
global medical, electronics, and industrial markets and
semiconductor systems.  GSI Group Inc.'s common shares are quoted
on Pink Sheets OTC Markets Inc. (LASR.PK).

GSI Group together with two of its subsidiaries filed for
Chapter 11 protection on Nov. 20, 2009 (Bankr. D. Del. Lead Case
No. 09-14110).  William R. Baldiga, Esq., at Brown Rudnick LLP,
represented the Debtors as lead counsel.  Mark Minuti, Esq., at
Saul Ewing LLP, represented the Debtors as its local counsel.  On
July 23, 2010, the Debtors consummated their reorganization
through a series of transactions contemplated by a Chapter 11
plan.   The Company's shareholders prior to the emergence from
bankruptcy retained approximately 86.1% of its capital stock
following emergence.

                           *     *     *

In November 2010, Standard & Poor's Ratings Services said that it
has affirmed its ratings, including the 'B' corporate credit
rating, on Assumption, Ill.-based GSI Group LLC.  At the same
time, S&P revised the outlook to stable from negative.

S&P said the ratings on GSI reflect the company's highly leveraged
financial profile, which more than offsets its weak business risk
profile.  GSI operates in cyclical and competitive niche
agricultural equipment markets and faces raw material cost
volatility.  The company's leading position in its niche markets
partially offsets these factors.  S&P expects its operating
performance to continue to recover in 2011, primarily on better
conditions in its end markets.


GTM ENERGY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: GTM Energy Partners, LLC
        440 County Road 464
        Flat Rock, AL 35966

Bankruptcy Case No.: 11-80568

Chapter 11 Petition Date: February 16, 2011

Court: United States Bankruptcy Court
       Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Robert L Shields, III, Esq.
                  THE SHIELDS LAW FIRM
                  418 Lorna Square Office Compex
                  Hoover, AL 35216
                  Tel: (205) 823-1990
                  Fax: (205) 278-8595
                  E-mail: rls@bhamlawfirm.com

Estimated Assets: $0 to $50,000

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/alnb11-80568.pdf

The petition was signed by Stanley L. Graves, manager.


GTS 900: Astani Signs Pact to Sell Concerto Building to Corus
-------------------------------------------------------------
Astani Enterprises and Corus Construction Venture LLC have reached
a settlement for the Concerto building located at 9th and
Figueroa.  Under the terms of a Plan of Reorganization approved
today by the United States Bankruptcy Court, Astani has sold
Concerto to CCV.  Terms of the accord include payment to the
general contractor and subcontractors.  CCV and Astani have agreed
to cooperate with the transition of the project, with the goal of
finalizing Concerto as a premier residential development.  However
Astani will continue its litigation against the FDIC.

GTS 900 F LLC is a business that owns a residential building known
as Concerto in Los Angeles, California.  According to a Web site
for the Concerto building, developed by Astani Living, all 77 loft
residences have been sold.  The Company filed for bankruptcy
protection, listing up to $500 million in assets and debt (Bankr.
C.D. Calif. Case No. 09-35127).


GUITAR CENTER: Bank Debt Trades at 1% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Guitar Center,
Inc., is a borrower traded in the secondary market at 98.53 cents-
on-the-dollar during the week ended Friday, Feb. 18, 2011,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.90
percentage points from the previous week, The Journal relates.
The Company pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on October 9, 2014, and carries
Moody's Caa1 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 176 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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

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


HABERSHAM BANK: Closed; SCBT National Association Assumes Deposits
------------------------------------------------------------------
Habersham Bank of Clarkesville, Ga., was closed on Friday,
February 18, 2011, by the Georgia Department of Banking and
Finance, which appointed the Federal Deposit Insurance Corporation
as receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with SCBT National Association
of Orangeburg, S.C., to assume all of the deposits of Habersham
Bank.

The eight branches of Habersham Bank will reopen during their
normal business hours as branches of Habersham Bank, a division of
SCBT National Association.  Depositors of Habersham Bank will
automatically become depositors of SCBT National Association.
Deposits will continue to be insured by the FDIC.  Customers of
Habersham Bank should continue to use their existing branch until
they receive notice from SCBT National Association that it has
completed systems changes to allow other SCBT National Association
branches to process their accounts as well.

As of December 31, 2010, Habersham Bank had around $387.6 million
in total assets and $339.9 million in total deposits.  In addition
to assuming all of the deposits of the failed bank, SCBT National
Association agreed to purchase essentially all of the assets.

The FDIC and SCBT National Association entered into a loss-share
transaction on $270.7 million of Habersham Bank's assets.  SCBT
National Association will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-866-806-6128.  Interested parties also can
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/habersham.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $90.3 million.  Compared to other alternatives, SCBT
National Association's acquisition was the least costly resolution
for the FDIC's DIF.  Habersham Bank is the nineteenth FDIC-insured
institution to fail in the nation this year, and the fifth in
Georgia.  The last FDIC-insured institution closed in the state
was North Georgia Bank, Watkinsville, on Feb. 4, 2011.


HAWKER BEECHCRAFT: Bank Debt Trades at 11% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 89.41 cents-on-
the-dollar during the week ended Friday, Feb. 18, 2011, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.31 percentage points
from the previous week, The Journal relates.  The Company pays 200
basis points above LIBOR to borrow under the facility.  The bank
loan matures on March 26, 2014, and carries Moody's Caa1 rating
and Standard & Poor's CCC+ rating.  The loan is one of the biggest
gainers and losers among 176 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                        About Hawker Beechcraft

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

The Company's balance sheet at Sept. 30, 2010, showed
$3.384 billion in assets, $3.482 billion in liabilities, and a
deficit of $97.3 million.

The Company reported a net loss of $238.6 million on
$1.802 billion of net sales for nine months ended Sept. 30, 2010,
compared with a net loss of $458.6 million on $2.112 billion of
net sales for nine months ended Sept. 27, 2009.

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


HCA HOLDINGS: J. Milton Johnson Appointed President and CFO
-----------------------------------------------------------
The board of directors of HCA Holdings, Inc., appointed R. Milton
Johnson as the President and Chief Financial Officer of the
Company effective Feb. 9, 2011.  Mr. Johnson previously served as
Executive Vice President and Chief Financial Officer of the
Company since July 2004 and was appointed as a director in
December 2009.

The Board of Directors of the Company appointed Samuel N. Hazen as
the President of Operations of the Company effective Feb. 9, 2011.
Mr. Hazen previously served as President - Western Group since
July 2001.

                           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.


HERCULES OFFSHORE: Bank Debt Trades at 1% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Hercules Offshore
Inc. is a borrower traded in the secondary market at 99.38 cents-
on-the-dollar during the week ended Friday, February 18, 2011,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.85
percentage points from the previous week, The Journal relates.
The Company pays 650 basis points above LIBOR to borrow under the
facility.  The bank loan matures on July 11, 2013, and carries
Moody's Caa1 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 176 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                       About Hercules Offshore

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

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

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


I. V. BEST: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: I. V. Best Pizza Inc.
          dba Papa John's Pizza
        P.O. Box 5209
        Yuma, AZ 85366

Bankruptcy Case No.: 11-04007

Chapter 11 Petition Date: February 17, 2011

Court: U.S. Bankruptcy Court
       District of Arizona (Yuma)

Judge: James M. Marlar

Debtor's Counsel: Blake D. Gunn, Esq.
                  LAW OFFICE OF BLAKE D. GUNN
                  P.O. Box 22146
                  Mesa, AZ 85277-2146
                  Tel: (480) 710-8677
                  E-mail: bgunn@gunnfirm.com

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

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/azb11-04007.pdf

The petition was signed by Dale J. Hiles, president.


IMAGE METRICS: Amends March 31 Form 10-Q to Correct Errors
----------------------------------------------------------
Image Metrics, Inc., filed on Feb. 14, 2011, Amendment No. 2 to
its quarterly report on Form 10-Q for the three months ended March
31, 2010, originally filed with the SEC on May 24, 2010, and
amended by Amendment No. 1 filed on May 25, 2010, for the purposes
of restating the Company's financial statements.

Specifically, the Company has amended the consolidated financial
statements and footnotes to the consolidated financial statements
in the Form 10-Q/A to properly apply the provisions of FASB
Accounting Standards Codification No. 820, "Fair Value
Measurements and Disclosures".

Additionally, the Company has adjusted its equity presentation to
reflect the legally issued and outstanding shares of the combined
companies as if the exchange transaction occurred on September 30,
2009, and adjusted its statement of operations and earnings per
share to reflect the deemed dividend that was issued by Image
Metrics Limited to its largest investor, Saffron Hill Ventures and
one other shareholder prior to the exchange transaction.

The Company reported a net loss of $5.3 million on $1.6 million of
revenue for the three months ended March 31, 2010, compared with a
net loss of $2.5 million on $167,000 of revenue for the same
period ended March 31, 2009.

The Company's balance sheet at March 31, 2010, showed $3.1 million
in total assets, $13.2 million in total liabilities, and a
stockholders' deficit of $10.1 million.

"The Company has incurred significant operating losses and has
accumulated a $34.0 million deficit as of March 31, 2010," Image
Metrics said in the filing.

"These conditions indicate a material uncertainty that casts
significant doubt about the Company's ability to continue as a
going concern."

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

               http://researcharchives.com/t/s?7391

                       About Image Metrics

Santa Monica, Calif.-based Image Metrics, Inc., provides
technology-based facial animation solutions to the interactive
entertainment industry.  Using proprietary software and
mathematical algorithms that "read" human facial expressions, the
Company's technology converts video footage of real-life actors
into 3D computer generated animated characters.  Examples of the
Company's facial animation projects include the 2008 "Grand Theft
Auto IV" video game, the 2009 computer generated aging of Brad
Pitt in the feature film "The Curious Case of Benjamin Button,"
the 2009 Black Eyed Peas' "Boom Boom Pow" music video, and the
2010 "Red Dead Redemption" video game.

The Company's key intellectual property consists of one patent
registered in the United States, four additional patents in
process, the identification of 16 potential new patents, and
significant well-documented trade secrets.


IMAGE METRICS: Amends June 30 Quarterly Report to Correct Errors
----------------------------------------------------------------
Image Metrics, Inc., filed on February 14, 2011, Amendment No. 1
to its quarterly report on Form 10-Q for the three months ended on
June 30, 2010, filed with the SEC on September 17, 2010, for the
purposes of restating its financial statements.

Specifically, the Company has amended the consolidated financial
statements and footnotes to the consolidated financial statements
in the Form 10-Q/A to properly apply the provisions of FASB
Accounting Standards Codification No. 820, "Fair Value
Measurements and Disclosures".

In addition, the Company has amended the statement of operations
and earnings per share calculations to reflect the deemed dividend
was issued by Image Metrics Limited to its largest shareholder
Saffron Hill Ventures and one other shareholder prior to the
exchange transaction.

The Company reported a net loss of $2.6 million on $926,000 of
revenue for the three months ended June 30, 2010, compared with a
net loss of $2.6 million on $176,000 of revenue for the same
period ended June 30, 2009.

The Company's balance sheet at June 30, 2010, showed $1.2 million
in total assets, $13.8 million in total liabilities, and a
stockholders' deficit of $12.6 million.

"The Company has incurred significant operating losses and has
accumulated a $36.6 million deficit as of June 30, 2010," Image
Metrics said in the filing.

"These conditions indicate a material uncertainty that casts
significant doubt about the Company's ability to continue as a
going concern."

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

               http://researcharchives.com/t/s?7392

                       About Image Metrics

Santa Monica, Calif.-based Image Metrics, Inc., provides
technology-based facial animation solutions to the interactive
entertainment industry.  Using proprietary software and
mathematical algorithms that "read" human facial expressions, the
Company's technology converts video footage of real-life actors
into 3D computer generated animated characters.  Examples of the
Company's facial animation projects include the 2008 "Grand Theft
Auto IV" video game, the 2009 computer generated aging of Brad
Pitt in the feature film "The Curious Case of Benjamin Button,"
the 2009 Black Eyed Peas' "Boom Boom Pow" music video, and the
2010 "Red Dead Redemption" video game.

The Company's key intellectual property consists of one patent
registered in the United States, four additional patents in
process, the identification of 16 potential new patents, and
significant well-documented trade secrets.


IMAGE METRICS: Recurring Losses Prompt Going Concern Doubt
----------------------------------------------------------
Image Metrics, Inc., filed on February 14, 2011, its annual report
on Form 10-K for the fiscal year ended Sept. 30, 2010.

BDO USA, LLP, in Los Angeles, expressed substantial doubt about
Image Metrics, Inc.'s ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency.

The Company reported a net loss of $9.7 million on $5.9 million of
revenue for fiscal 2010, compared to a net loss of $6.8 million on
$4.0 million of revenue for fiscal 2009.

The Company's balance sheet at Sept. 30, 2010, showed $1.0 million
in total assets, $13.2 million in total liabilities, and a
stockholders' deficit of $12.2 million.

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

               http://researcharchives.com/t/s?7390

Santa Monica, Calif.-based Image Metrics, Inc., provides
technology-based facial animation solutions to the interactive
entertainment industry.  Using proprietary software and
mathematical algorithms that "read" human facial expressions, the
Company's technology converts video footage of real-life actors
into 3D computer generated animated characters.  Examples of the
Company's facial animation projects include the 2008 "Grand Theft
Auto IV" video game, the 2009 computer generated aging of Brad
Pitt in the feature film "The Curious Case of Benjamin Button,"
the 2009 Black Eyed Peas' "Boom Boom Pow" music video, and the
2010 "Red Dead Redemption" video game.

The Company's key intellectual property consists of one patent
registered in the United States, four additional patents in
process, the identification of 16 potential new patents, and
significant well-documented trade secrets.


INTEGRATED BIOPHARMA: Incurs $423,000 Net Loss in Dec. 31 Quarter
-----------------------------------------------------------------
Integrated BioPharma, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $423,000 on $10.3 million of sales
for the three months ended Dec. 31, 2010, compared with a net loss
of $996,000 on $8.8 million of sales for the same period of the
prior fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed $13.6 million
in total assets, $19.5 million in total liabilities, all current,
and a stockholders' deficit of $5.9 million.

The Company defaulted on the $7,805,000 outstanding amount of
Notes Payable by failing to repay them on the scheduled maturity
date of November 15, 2009.  As of Feb. 14, 2011, the Company has
not repaid the Notes Payable.

As reported in the Troubled Company Reporter on Oct. 4, 2010,
Friedman, LLP, in East Hanover, N.J., expressed substantial doubt
about Integrated BioPharma's ability to continue as a going
concern, following the Company's results for the fiscal year ended
June 30, 2010.  The independent auditors noted that the Company
has a working capital deficiency, recurring net losses, has
defaulted on its $7,805,000 Notes Payable due on November 15,
2009, and is in the process of seeking additional capital and
renegotiating its Notes Payable obligation.

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

               http://researcharchives.com/t/s?7381

                    About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/ -- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.


INTEGRATED HEALTHCARE: Reports $426,000 Net Income in Dec. 31 Qtr.
------------------------------------------------------------------
Integrated Healthcare Holdings, Inc. filed its quarterly report on
Form 10-Q, reporting net income of $426,000 on $89.4 million of
revenues for the three months ended Dec. 31, 2010, compared with
net income of $516,000 on $94.6 million of revenues for the same
period of the prior fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed
$168.8 million in total assets, $212.8 million in total
liabilities, and a stockholders' deficit of $44.0 million.

BDO Seidman, LLP, in Costa Mesa, California, expressed substantial
doubt about Integrated Healtchcare Holdings, Inc.'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 a working capital deficit and a net
stockholders' deficiency at March 31, 2010.

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

               http://researcharchives.com/t/s?7383

                    About Integrated Healthcare

Headquartered in Santa Ana, Calif., Integrated Healthcare
Holdings, Inc. (OTC BB: IHCH) -- http://www.ihhioc.com/ -- owns
and operates four community-based hospitals located in southern
California.


KEYSTONE AUTOMOTIVE: Soliciting Acceptances for Exchange, Prepack
-----------------------------------------------------------------
Keystone 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.

                         About Keystone

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 October 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.


KNOWLEDGE LEARNING: Moody's Affirms 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Knowledge Learning
Corporation's B1 corporate family rating, the B1 probability-of-
default rating, and the B2 rating on the $260 million senior
subordinated notes due 2015.  The ratings outlook was revised to
negative from stable.

Ratings affirmed:

* Corporate family rating at B1;

* Probability-of-default rating at B1;

* $260 million 7.75% senior subordinated notes due 2015 at B2
  (LGD4, 59%).  Point estimate revised from (LGD4, 60%).

The revision of the ratings outlook to negative reflects Moody's
concern that the weak operating environment could limit KLC's
ability to improve profitability and restore its credit metrics to
levels appropriate for the B1 rating.  While KLC has narrowed
same-store revenue declines over the past few quarters, Moody's
believes that continued elevated unemployment levels and pressure
on government subsidies could constrain a reversal to sustained
growth.

KLC's B1 corporate family rating reflects the company's high
leverage with debt to EBITDA of almost 6.0 times, EBITDA less
capex coverage of interest slightly below 1.5 times, high fixed
costs, and continued pressure on center utilization and same
center revenues due to elevated unemployment levels and the
generally soft economy.  The rating also considers the highly
fragmented and competitive nature of the child-care industry,
susceptibility to reductions in federal and state funding support,
and ongoing risks associated with acquisitions and shareholder
enhancement activities.  Notwithstanding these risks, the rating
is supported by KLC's large scale within the child-care industry,
broad geographical diversity within the U.S., the value of its
brands, ongoing cost reduction efforts, and good liquidity profile
supported by a material unrestricted cash balance.

The ratings could be downgraded if KLC is unable to improve its
operating performance over the next year such that debt to EBITDA
remains above 5.5 times and EBITDA less capex coverage of interest
expense falls below current levels.  Shareholder enhancement
activities and/or debt financed acquisitions could also pressure
the ratings.

Moody's could revise the ratings outlook to stable if KLC
demonstrates a track record of organic earnings growth such that
debt to EBITDA is reduced and sustained below 5.5 times and EBITDA
less capex coverage of interest expense exceeds 1.5 times, while
sustaining positive free cash flow.

Knowledge Learning Corporation, based in Portland, Oregon, is a
large scale for-profit provider of national early childhood care
and education in the U.S.


KCXP INVESTMENTS: Wants Collateral Use, Court Requires Asset Check
------------------------------------------------------------------
KCXP Investments, LLC, sought for authorization from the Hon.
Gregg W. Zive of the U.S. Bankruptcy Court for the District of
Nevada to use cash collateral.

The Debtor says that First Security Bank, which asserts an
interest in the Debtor's collateral, is adequately protected by
virtue of a substantial equity cushion.  The Debtor's Jet Ranch
Complex is encumbered by a first priority deed of trust in favor
of Security First Bank with a current balance of approximately
$3.38 million.  While the Debtor is in the process of
commissioning an up-to-date appraisal, the most recent formal
valuation of First Security Bank's collateral valued it at $13
million as of May 1, 2009.  First Security Bank has an equity
cushion of almost 300%, which is more than sufficient to
adequately protect First Security Bank's interests.  Security
First Bank is the only party with a properly perfected security
interest in Debtor's Cash Collateral.

Kevin A. Darby, Esq., at Darby Law Practice, Ltd., explained that
the Debtor needs the money to fund its Chapter 11 case, pay
suppliers and other parties.  The Debtors proposed to use the
collateral pursuant to a budget, a copy of which is available for
free at http://bankrupt.com/misc/KCXP_INVESTMENTS_budget.pdf

                         Court Order

On January 25, 2011, at 10:30 a.m., the Court conducted a hearing
on the Debtor's motion to approve the Debtor's use of cash
collateral.  Security First Bank opposed to the Debtor's motion,
saying that, among other things, "the Debtor has not shown that
the bank is adequately protected.  Based on the bank's 2010
appraisal submitted with the declaration of Robert Hemsath, an
equity deficit of over $570,000 will exist on the January 25, 2011
hearing date, which will continue to grow as interest and other
charges accrue.  The Debtor relies on an outdated appraisal and
misstates the amount owed o the bank to conclude that the bank is
oversecured."

The Court has ruled that:

      a. the Debtor permit immediate access to those certain
         leasehold estate and improvements located at 2600 East
         college Parkway, Lot 207, Carson City, Nevada, commonly
         known as the Jet Ranch.  The access will include the
         Debtor's vacant hangars.

      b. all personal property currently located on the premises
         will remain exactly where it is, and the Debtor and
         anyone under the direction or control of the Debtor or
         its principals will be prohibited from moving any
         property; and

      c. the Debtor provide copies of all leases for tenants
         occupying the premises to counsel for Security First Bank
         no later than Friday, January 28, 2011, at 5:00 p.m.
         P.S.T.

Security First Bank is represented by Lionel Sawyer & Collins.

                       About KCXP Investments

Dayton, Nevada-based KCXP Investments, LLC, dba Jet Ranch Hangar
Community Association, owns and operates an airplane hangar
located at the Carson City Airport in Carson City, Nevada, which
consists of 12-buildings totaling 82,400 square feet of hangar and
office space situated on 3.3 acres of leased real estate at the
east end of the Carson City Airport.

KCXP Investments filed for Chapter 11 bankruptcy protection on
December 14, 2010 (Bankr. D. Nev. Case No. 10-54847).  Kevin A.
Darby, Esq., at Darby Law Practice, Ltd., serves as the Debtor's
bankruptcy counsel.  According to its schedules, the Debtor
disclosed $12,588,750 in total assets and $6,027,645 in total
debts as of the Petition Date.


L-1 IDENTITY: S&P Affirms Corporate Credit Rating at 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Stamford, Conn.-based L-1 Identity
Solutions Inc., a provider of identity management solutions.  S&P
also removed all ratings from CreditWatch with developing
implications, where they were placed on June 23, 2010.  The
outlook is negative.

At the same time, S&P affirmed its 'BB' bank loan ratings (two
notches higher than the corporate credit rating) on the company's
revolving credit facility.  The '1' recovery rating on the debt
remains unchanged, indicating the expectation for very high (90%-
100%) recovery in the event of a payment default.

S&P also affirmed the 'B+' rating on the company's $175 million
senior unsecured notes.  The '4' recovery remains unchanged,
indicating the expectation for average (30%-50%) recovery in the
event of a payment default.

L-1 completed the sale of its intelligence services businesses to
BAE Systems Information Solutions Inc. for $295.8 million,
inclusive of acquired cash.  The company used the proceeds to
extinguish its existing term loan of about $269 million, as well
as a portion of borrowings outstanding under its revolving credit
facility.

The company has been operating under temporarily amended covenants
while it completed the sale of assets to BAE.  On March 31, 2011,
the covenants revert to pre-amendment levels.  While the pre-
amended covenants are more restrictive (senior secured leverage
must be below 2.75x), the elimination of the company's secured
debt (with the exception of revolver borrowings) will result in
that metric falling below 1x, alleviating concerns of a covenant
breach.

"The ratings on L-1 reflect the company's dependence on government
spending, negative operating trends over the past 12 months," said
Standard & Poor's credit analyst Jennifer Pepper, "and still-high
leverage despite recent debt reduction." The company's presence in
a growth niche market, its portfolio of biometrics products and
services, and base of long-term contracts partially offset company
weaknesses.


LAXMI, INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Laxmi, Inc. of Palm Bay
          dba Comfort Suites of Palm Bay
        P.O. Box 740394
        Boynton Beach, FL 33437

Bankruptcy Case No.: 11-02087

Chapter 11 Petition Date: February 17, 2011

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

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $3,606,186

Scheduled Debts: $7,877,537

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/flmb11-02087.pdf

The petition was signed by Mahendra B. Patel, president.


LEAR CORPORATION: Moody's Retains 'Ba3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service said Lear Corporation's announcement of
new shareholder enhancements is a negative credit development
because it will adversely affect book equity growth and consume
some of the company's liquidity.  However, the magnitude of the
development does not affect the company's ratings, Corporate
Family Rating at Ba3, Speculative Grade Liquidity Rating at SGL-2,
or the positive rating outlook.

The last rating action for Lear was on October 5, 2010 when the
Corporate Family Rating was raised to Ba3 with a positive outlook.

Lear Corporation, headquartered in Southfield, MI, is focused on
providing complete seat systems, electrical distribution systems
and various electronic products to major automotive manufacturers
across the world.  The company had net sales of $12 billion in
2010 and had approximately 86,800 employees in 34 countries.


LEHMAN BROTHERS: CalPERS Sues Ex-Lehman Execs., Underwriters
------------------------------------------------------------
The California Public Employees' Retirement System accused former
Lehman Brothers Holdings Inc. officers and underwriters of making
false statements about the company's financial status in the
months leading up to its September 2008 bankruptcy, according to
a February 8, 2011 report by The Wall Street Journal.

In a lawsuit filed in San Francisco federal court, CalPERS
alleged the former Lehman officials and bond underwriters did not
disclose the company's losses and exposures to subprime and Alt-A
lending and the true value of its mortgage-related assets, The
Journal reported.  The pension fund suffered losses in its
investments in Lehman stock and bonds between June 2007 and
September 2008 allegedly because of those false statements, The
Journal reported.

CalPERS funds dropped $100 billion in value between September
2008 and March 2009 to $160 billion as a result of the financial
crisis, according to a spokesman who refused to comment further
on the lawsuit.

The lawsuit does not quantify damages but notes that CalPERS held
$700 million worth of Lehman bonds covered in the lawsuit and
another 3.9 million shares of Lehman at the time of the
bankruptcy, The Journal reported.

The pension fund named former Lehman Chief Executive Officer
Richard Fuld, former Chief Financial Officers Christopher O'Meara
and Erin Callan, and nine directors along with 33 other firms
that underwrote some of Lehman's bond offerings as defendants,
according to the report.

CalPERS, the largest U.S. public pension fund, manages $228
billion of pension assets.

The pension fund is among a group of Lehman creditors that filed
a rival restructuring plan late last year for the company after
objecting to Lehman's initial plan.  CalPERS, hedge fund Paulson
& Co., and other sponsors of the rival plan together hold about
$16 billion of senior Lehman bonds, Bloomberg News reported.

                      About Lehman Brothers

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

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

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

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

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

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

                 International Operations Collapse

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

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

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


LEHMAN BROTHERS: Franklin, et al., Have 5.1% Equity Stake
---------------------------------------------------------
Four investors disclosed in a Form SC 13G/A filing with the U.S.
Securities and Exchange Commission dated February 3, 2011, that
they own 36,710,398 shares of Lehman Brothers Holdings Inc.
common stock representing 5.1% of Lehman shares outstanding.  The
investors are:

                                   Aggregate Amount
  Investors                      Beneficially Owned
  ---------                      ------------------
  Franklin Resources Inc.            36,710,398
  Charles Johnson                    36,710,398
  Rupert Johnson Jr.                 36,710,398
  Franklin Advisers Inc.             36,710,398

                      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: LBI Trustee Deal with CalPERS Approved
-------------------------------------------------------
Pursuant and subject to the Securities Investor Protection Act of
1970, James W. Giddens was duly appointed and authorized to
liquidate the business of Lehman Brothers Inc., including the
unwind, close-out and reduction to cash the amounts due the LBI
Estate with respect to certain transactions between LBI and The
California Public Employees' Retirement System.

Prior to the Petition Date, LBI and CalPERS entered into
(i) securities lending transactions, where UAM Trust Company acted
as the agent for CalPERS under a Master Securities Loan Agreement
dated as of November 5, 2001, between LBI and UAM Trust Company,
and (ii) Japanese foreign exchange trades.  As of the Petition
Date, amounts were due or were accrued in favor of LBI with
respect to the Transactions in the aggregate.

The LBI Trustee and CalPERS agree in a stipulation approved by the
Bankruptcy Court that it would be in the best interests of the LBI
Estate, its customers and creditors that the outstanding
Transactions be closed out subject to the payment to the LBI
Trustee of $12,104,489, which amount includes interest.

Under their stipulation, the Parties acknowledge that CalPERS has
paid the LBI Trustee the Closeout Amount in immediately available
funds, and that the Transactions have been fully and finally
closed without the need for any further Court approval or other
action by the Parties.

Each of the Parties expressly reserves all of his or its rights
and defenses with respect to any other claims each might have
against the other, other than any claims in respect of or in
connection with the Transactions.

                      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: Seoul Court Rules in Derivatives Case
------------------------------------------------------
A Seoul court ruled in favor of Lehman Brothers in a damages suit
filed by Korea Investment & Securities Co. seeking 352 billion
won lost in investment in credit derivatives, according to a
February 11, 2011 report by Yonhap News.

Korea Investment in 2006 bought a credit-linked note (CLN) from a
Dutch branch of Lehman Brothers International Europe.  After
issuing asset-backed securities with the underlying credit, the
securities dealer had sold 100 billion won worth of ABS to
Shinhan Investment Co. and 33 billion won worth to I Investment
Trust Management while keeping the rest of the 167 billion won in
bonds.

The securities firm filed the suit against LBIE's Seoul branch
early last year, asserting that its parent company was
responsible to pay the principal as it issued and handled a pool
of underlying assets.

In a ruling, the Seoul Southern District Court dismissed the
securities firm's claim, saying the European unit was not
responsible for the credit derivative loss as Lehman Brothers
Treasury Bond issued the bond.

                      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: UBS Opposes LBI Trustee Demand for Payment
-----------------------------------------------------------
James W. Giddens, as Trustee for the SIPA liquidation of Lehman
Brothers Inc., has asked the Bankruptcy Court to enforce the
automatic stay against UBS AG and compel payment of approximately
$23 million, plus interest, of excess collateral that is property
of the LBI estate.  The approximately $23 million represents
collateral provided by LBI to UBS to secure LBI's obligations to
UBS under a 1992 International Swaps and Derivatives Association
Master Agreement, dated as of July 13, 2004, by and between LBI
and UBS.

In response, UBS AG asks the Court to deny the LBI Trustee's
motion and, instead, enforce the setoff clause in its ISDA
Agreement with Lehman Brothers Inc.

UBS asserts that its rights are determined in the first instance
by non-bankruptcy law, New York contract law.  UBS further
asserts that the Agreement expressly provides that the ISDA
Setoff Clause is "in addition to and not in limitation of"the CSA
Setoff Clause and that the Agreement and the New York Uniform
Commercial Code both establish that the Payable is simply a debt,
subject to setoff like any other obligation of UBS to LBI.

UBS also notes that the Trustee's demand for turnover of the
purported surplus collateral should have been made by way of a
complaint in an adversary proceeding.  There appears to be no
material fact dispute in the Trustee's Motion, but rather only a
potential dispute about the precise amounts of the payable,
initially estimated at $76 million, and receivables.

                      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)


LIONCREST TOWERS: Cash Collateral Use Hearing on March 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will continue on March 30, 2011, at 10:30 a.m., the hearing to
consider Lioncrest Towers, LLC's request for continued use of
Wells Fargo Bank's cash collateral to fund the Debtor's Chapter 11
case, pay suppliers and other parties.

As reported by the Troubled Company Reporter on Nov. 23, 2010, the
Court set a hearing for Nov. 23, 2010, at 10:30 a.m., on the
Debtor's request for the continued use of the cash collateral of
Wells Fargo, which asserts a senior mortgage lien and against the
Debtor's residential apartment project in Richton Park, Illinois,
known as Park Towers, pursuant to a senior mortgage indebtedness
of approximately $29.50 million.  Wells Fargo also asserts a
security interest in and lien upon, among other things, the rents
being generated at the Property.  The Bankruptcy Court previously
entered an interim order allowing the Debtor to access cash
collateral.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtor proposes that it will grant Wells Fargo a
valid, perfected, enforceable and non-avoidable first priority
interest in and lien and mortgage upon all of the Debtor's assets.
The Debtor will also provide the Wells Fargo any reports or other
information concerning any sale or proposed sale of the Debtor's
assets, well as other financial and other information concerning
the business, financial affairs of the Debtor and the operation of
the collateral.  On the 15th day of each month, the Debtor will
provide the Wells Fargo an operating statement and a weekly cash
flow report.

                   About Lioncrest Towers, LLC

Lioncrest Towers, LLC, owns and operates a residential apartment
project in Richton Park, Illinois, known as Park Towers.  It filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No.
10-36805) on Aug. 17, 2010.  Richard H. Fimoff, Esq., at Robbins,
Salomon & Patt Ltd, assists the Debtor in its restructuring
effort.  The Debtor estimated assets and debts at $10 million to
$50 million.


MARC AND RENEE: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Marc and Renee Paul Family Limited Partnership
        11620 Wilshire Boulevard, 10th Floor
        Los Angeles, CA 90025

Bankruptcy Case No.: 11-17135

Chapter 11 Petition Date: February 18, 2011

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

Debtor's Counsel: Leslie A. Cohen, Esq.
                  LESLIE COHEN LAW PC
                  506 Santa Monica Boulevard, Suite 200
                  Santa Monica, CA 90401
                  Tel: (310) 394-5900
                  Fax: (310) 394-9280
                  E-mail: leslie@lesliecohenlaw.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 two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-17135.pdf

The petition was signed by Marc Paul, general partner.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Marc Jonathon & Renee Francene Paul   11-17132            02/18/11
SCI Real Estate Investments, LLC      11-15975            02/11/11
Secured California Investments, Inc.  11-15987            02/11/11


MCK ARBOURS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MCK Arbours, LLC
        29829 Santa Margarita Parkway, Suite 400
        Rancho Santa Margari, CA 92688

Bankruptcy Case No.: 11-12320

Chapter 11 Petition Date: February 19, 2011

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Thomas P. Giordano, Esq.
                  LAW OFFICE OF THOMAS P. GIORDANO
                  18101 Von Karman Avenue, Suite 560
                  Irvine, CA 92612
                  Tel: (714) 912-7810
                  Fax: (714) 912-7860
                  E-mail: tohmahso@aol.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/cacb11-12320.pdf

The petition was signed by Ivan W. Ho, managing member.


MEXICAN BENEFIT: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mexican Benefit Corporation
        529 Euclid Avenue & 2901 East 6th Street
        Los Angeles, CA 90063

Bankruptcy Case No.: 11-16853

Chapter 11 Petition Date: February 17, 2011

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

Judge: Sheri Bluebond

Debtor's Counsel: Keith F. Rouse, Esq.
                  LAW OFFICE OF KEITH F. ROUSE
                  766 E. Colorado Boulevard, Suite 104
                  Pasadena, CA 91101
                  Tel: (626) 449-4211
                  E-mail: rouselaw@hotmail.com

Scheduled Assets: $1,290,050

Scheduled Debts: $268,650

A list of the Company's two largest unsecured creditors filed
together with the petition is available for free at:
http://bankrupt.com/misc/cacb11-16853.pdf

The petition was signed by Martha C. Soriano, president.


MICHAEL FOODS: Moody's Assigns 'B1' Rating to New Senior Loan
-------------------------------------------------------------
Moody's assigned a B1 rating to the proposed new senior secured
bank facilities of Michael Foods Group, Inc., parent of Michael
Foods, Inc., and affirmed the company's other ratings including
its B2 CFR.  The rating outlook is stable.  Ratings on the
existing facilities will be withdrawn after the new facilities are
put in place.

                         Ratings Rationale

As part of the refinancing, the company will maintain its
$75 million revolver but upsize the senior secured term loan from
the original $790 million put in place last June to $840 million,
and modify some of the terms under the senior secured facilities.
A $65 million distribution to shareholders will be paid.  Moody's
said that the increased leverage that will result from the
refinancing is not materially different than what Moody's expected
when the leveraged recap first occurred mid 2010, but that the
trajectory for improving leverage will be extended by about a
year.

The B2 CFR and stable outlook reflect the re-leveraging of the
company to levels similar to what were expected when Goldman Sachs
purchased the company last year (together with rollover of equity
from former owner Thomas H.  Lee Partners), and incorporate the
shareholder friendly orientation as evidenced by the distribution.
The company's ratings consider the company's high financial
leverage, sensitivity to grain and egg commodity prices, its
customer and supply concentrations, the impact of the difficult
economic environment on volumes, which have begun to improve after
a period of decline, and the company's exposure to the challenges
facing the food service industry in this difficult environment as
well as the potential for debt funded acquisition activity to
expand the current business platform.  Yet the ratings also take
into account Michael Foods' leading market position as a producer
of egg products, number one position in refrigerated potato
products, the benefits of its new production facility, product
diversity, a growing emphasis on value-added products with more
stable margins, and the company's track record of delivering
relatively consistent cash flow generation.

These ratings were assigned:

Michael Foods Group, Inc.:

* Senior Secured Guaranteed Bank facilities at B1; LGD 3, 36%

These ratings were affirmed:

* Corporate Family Rating at B2
* Probability of default rating at B2
* $430 million Senior Unsecured 8 year note at Caa1; LGD 5, 87%

The last rating action for this issuer was on June 14, 2010 when
the ratings were lowered following the announcement of the sale of
the company to and leveraged recap by Goldman Sachs Capital
Partners VI Fund L.P.

Headquartered in Minnetonka, Minnesota, Michael Foods, Inc. is a
producer and distributor of egg products, cheese and other
refrigerated grocery products and potato products.  Annual sales
exceed $1.5 billion.


MID-AMERICAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mid-American Products, Inc.
        1801 Wildwood Avenue
        Jackson, MI 49202

Bankruptcy Case No.: 11-43868

Chapter 11 Petition Date: February 16, 2011

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Mark H. Shapiro, Esq.
                  STEINBERG SHAPIRO & CLARK
                  25925 Telegraph Rd., Suite 203
                  Southfield, MI 48033-2518
                  Tel: (248) 352-4700
                  Fax: (248) 352-4488
                  E-mail: shapiro@steinbergshapiro.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/mieb11-43868.pdf

The petition was signed by Travis W. Pearse, Jr., president.


MRU HOLDINGS: S.D.N.Y. Ct. Dismisses Class Suit v. Merrill
----------------------------------------------------------
Chad Bray, writing for Dow Jones Newswires, reports that U.S.
District Judge Richard Berman on Thursday dismissed a lawsuit by
shareholders of MRU Holdings Inc. against Merrill Lynch & Co. and
MRU's auditor over alleged misrepresentations and omissions
regarding nearly $200 million in auction-rate securities should be
dismissed.  The lawsuit alleged that MRU made misrepresentations
regarding the riskiness of its auction-rate securities and
overstated its expected income and that Merrill Lynch rigged
prices in the auction-rate market.  MRU, which isn't a defendant
in the lawsuit, used Merrill Lynch as its banker to securitize its
student-loan holdings through auction-rate securities, according
to the lawsuit.  The suit seeks to represent a class of
shareholders who purchased shares of MRU from July 2007 to
September 2008.

Bagell, Josephs, Levine & Company, LLC, served as MRU's
independent auditor.

According to Mr. Bray, a lawyer for the shareholders didn't return
a phone call seeking comment.

"We are pleased with the court's decision," a Merrill Lynch
spokesman said, according to the report.  The report further notes
the ruling comes as Merrill Lynch has won dismissal of several
lawsuits in recent weeks by institutional investors who purchased
auction-rate securities.  Merrill is now owned by Bank of America
Corp.

The case is In re: MRU Holdings Securities Litigation, Case No.
09-Civ.-3807 (S.D.N.Y.).  A copy of Judge Berman's February 17,
2011 Decision and Order is available at http://is.gd/D2wHbffrom
Leagle.com.

                        About MRU Holdings

Based in New York, MRU Holdings, Inc., is a specialty consumer
finance company that facilitates and provides students with funds
for higher education.  At September 30, 2008, the company had
$310 million in total assets and $331 million in total
liabilities, resulting in $20.1 million in shareholders' deficit.

MRU Holdings filed on February 6, 2009, a voluntary petition
seeking relief under Chapter 7 of the Bankruptcy Code (Bankr.
S.D.N.Y. Case No. 09-10530).  As a result of the bankruptcy
filing, the Company suspended business operations.


MULTIPLAN INC: S&P Assigns 'B' Rating to New $1.265 Bil. Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue rating and recovery rating of '3' to MultiPlan Inc.'s new
$1.265 billion term loan B (due 2017).  Standard & Poor's also
said that it affirmed all of the other ratings on MultiPlan,
including the 'B' counterparty credit rating.  The outlook remains
stable.

MultiPlan's debt refinancing does not affect its overall credit
profile.  The company is using the full proceeds of the new term
loan to repay its existing term loan and pay for associated fees
and expenses.  The new term loan carries a lower interest rate
(LIBOR + 325 basis points, 1.5% LIBOR floor) than the existing
term loan (LIBOR + 475 basis points, 1.75% LIBOR floor) and has
similar terms otherwise.

"The speculative-grade ratings on MultiPlan reflect its highly
leveraged financial risk profile, which its high debt leverage,
weak interest coverage, and funds from operations to debt in the
mid-single digits demonstrate," noted Standard & Poor's credit
analyst James Sung.  "In addition, the company has several
business-profile weaknesses, such as an overall limited product
scope, several significant client concentrations, and ongoing
integration risks associated with the Viant acquisition." Partly
offsetting these negative factors are MultiPlan's relatively
stable competitive position, improved scale and diversification
stemming from the Viant acquisition, good historical operating
margins, and stable cash flow.

The recovery rating of '3' on MultiPlan's new $1.265 billion term
loan (due 2017) indicates S&P's expectation for a meaningful (50%-
70%) recovery in the event of a payment default.

The outlook on MultiPlan is stable.  S&P believes that the
company's highly leveraged financial profile will continue to
offset the benefits of its relatively stable business profile.
Although S&P expects that MultiPlan will continue using a
significant portion of free cash flow to pay down debt, the
company's key credit ratios are unlikely to improve significantly
enough over S&P's outlook horizon to change its assessment of its
financial profile.

"Over the longer term, S&P would consider an upgrade if the
company's financial profile becomes sustainably less aggressive
and is complemented by improved business fundamentals, such as the
full integration of Viant or profitable entry into new product
segments that drive stronger revenue growth," Mr. Sung added.
"Conversely, S&P would consider a downgrade if the company's
revenue and earnings deteriorate or if the company's key credit
ratios become unsupportive of the ratings."


NBC ACQUISITION: Moody's Downgrades Default Rating to 'Caa2'
------------------------------------------------------------
Moody's Investors Service lowered NBC Acquisition Corp.'s (parent
of Nebraska Book Company) Probability of Default rating to Caa2
from Caa1.  All other ratings were confirmed as detailed below.
The rating outlook is developing.

                         Ratings Rationale

The downgrade of NBC's Probability of Default Rating to Caa2
reflects the heightened default risk for the company, which could
include a transaction that Moody's would deem a distressed
exchange, as NBC faces significant near term debt maturities.
Substantially all debt of Nebraska Book Company (the operating
entity) matures before March 15, 2012.  And because other
securities will mature during 2011, Moody's believes the company
must implement a comprehensive refinancing of its capital
structure over the next six to nine months.  In addition,
restrictions in the existing indentures limit the ability of
Nebraska Book Company to upstream dividends to NBC Acquisition
Corp used to fund cash interest payments on the parent company
bonds.  Based on current restrictions, it is unlikely the company
would be able to fund sufficient dividends to fund the semi-annual
interest payment on the parent company notes due in September,
2011.

NBC's Caa1 Corporate Family Rating reflects the company's
significant near dated maturities.  The rating also reflects NBC's
high leverage and modest interest coverage, with debt/EBITDA near
7 times and EBITA/interest expense near 1.2 times for the LTM
period ending 12/31/2010.  The rating also reflects heightening
competition in the rental textbook market, primarily from online
competitors, which has had a negative impact on comparable store
sales for the company.  NBC has recently undertaken actions to
respond to the rising use of rental textbooks, and is also
implementing further cost savings initiatives.

The developing outlook reflects the uncertainty around NBC's
ability to execute a refinancing plan in the very near term.  If
Moody's expects these plans to involve some form of impairment to
existing debt holders, ratings could be lowered.  However if the
company is able to lengthen its debt maturity profile without
impairing existing debt holders, ratings could be upgraded.

Ratings could be downgraded if the company's liquidity profile
were to further weaken, or the probability of default were to
otherwise weaken.

Ratings could be upgraded if the company is able to successfully
address its material near term refinancing needs while also
maintaining adequate liquidity and stable operating performance.

These ratings were downgraded:

NBC Acquisition Corporation:

* Probability of Default Rating to Caa2 from Caa1

These ratings were confirmed and LGD assessments amended:

NBC Acquisition Corporation:

* Corporate Family Rating at Caa1

* $77 million senior debentures due 2013 at Caa3 (LGD 5,82% from
  LGD 6, 94%)

Nebraska Book Company

* $200 million senior secured notes due 2011 at B2 (LGD 2, 17%
  from LGD 2, 27%)

* $175 million senior subordinated notes due 2012 at Caa2 (LGD 3,
  49% from LGD 5, 71%)

The last rating action on NBC Acquisition Corp was on October 14,
2010 when the company's Corporate Family Rating and Probability of
Default Rating was lowered to Caa1.

Headquartered in Lincoln, NE, Nebraska Book Company is a leading
operating of on-campus and off-campus college bookstores.
Revenues in the LTM period ending 12/31/2010 were approximately
$608 million.


OPTI CANADA: Incurs C$273.82 Million Net Loss in 2010
-----------------------------------------------------
On Feb. 10, 2011, Opti Canada, Inc. announced financial results
for the year ended Dec. 31, 2010.  The Company reported a net loss
and comprehensive loss of C$273.82 million on C$249.80 million of
revenue for the year ended December 31, 2010, compared with a net
loss and comprehensive loss of C$306.16 million on C$143.84
million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed C$3.79 billion
in total assets, C$2.75 billion in total liabilities and
C$1.04 billion in shareholders' equity.

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

               http://ResearchArchives.com/t/s?737a

                         About OPTI Canada

OPTI Canada Inc. is a Calgary, Alberta-based company focused on
developing major oil sands projects in Canada using its
proprietary OrCrude(TM) process.  OPTI's common shares trade on
the Toronto Stock Exchange under the symbol OPC.

                           *     *     *

OPTI Canada carries a 'CCC+' long-term corporate credit rating
from Standard & Poor's Ratings Services.  It has a 'Caa2'
corporate family rating from Moody's Investors Service.

"S&P base its decision to lower the ratings on the increasing
financing burden associated with OPTI's debt and the widening gap
between potential cash flow generation, and financing and spending
obligations," said Standard & Poor's credit analyst Michelle
Dathorne in August 2010, to explain S&P's downgrade of the
corporate rating to 'CCC+' from 'B-'.  "Our estimates of the
operating cash flows necessary for the company to fund all
required financing obligations and capital spending internally
provide no allowances for production shortfalls or commodity-price
weakness from now until 2012.  This lack of financial flexibility
is characteristic of a credit profile in the 'CCC' category," Ms.
Dathorne added.


PALMAS COUNTRY CLUB: Plan Confirmation Hearing Set for March 8
--------------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico has set for March 8, 2011, at
10:30 a.m. a hearing considering the confirmation of Palmas
Country Club Inc.'s amended Chapter 11 plan dated January 7, 2011.

As reported by the Troubled Company Reporter on Jan. 25, 2011, the
Debtor, on Jan. 7, 2011, filed an amended plan of reorganization
with the Court, in compliance with the Court's Dec. 22, 2010 order
requiring it to file an amended Plan of Reorganization deleting
the discharge language conforming it to 11 U.S.C. Section 1141,
and deleting the third-party release provision.  A copy of the
Chapter 11 Plan, as amended, is available for free at:

      http://bankrupt.com/misc/PalmasCountry.AmendedPlan.pdf

Humacao, Puerto Rico-based Palmas Country Club, Inc., owns certain
real estate facilities located in Palmas del Mar, Humacao, Puerto
Rico, consisting of an 18 hole championship golf course known as
the Flamboyan Course, an 18 hole golf course known as Palm Course,
a 22,200 square feet golf clubhouse, a 5,600 square feet beach
club house, a tennis club, and other related facilities.

Palmas filed for Chapter 11 bankruptcy protection on August 4,
2010 (Bankr. D. P.R. Case No. 10-07072).  Alexis Fuentes-
Hernandez, Esq., at Fuentes Law Offices, assists the Debtor in its
restructuring effort.  The Debtor disclosed $23,973,011 in assets
and $58,546,398 in liabilities as of the Petition Date.


PCS EDVENTURES!.COM: Posts $139,000 Net Loss in Dec. 31 Quarter
---------------------------------------------------------------
PCS Edventures!.com, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $139,056 on $476,060 of revenues for
the three months ended Dec. 31, 2010, compared with a net loss of
$560,035 on $577,004 of revenues for the corresponding period of
the prior fiscal year.

The Company's balance sheet as of Dec. 31, 2010, showed
$1.4 million in total assets, $486,896 in total liabilities, and
stockholders' equity of $908,518.

M&K CPAS PLLC expressed substantial doubt about PCS
Edventures!.com's ability to continue as a going concern,
following the Company's results for the fiscal year ended
March 31, 2010.  The independent auditors noted that the Company
has suffered reoccurring losses and negative cash flow from
operations.

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

               http://researcharchives.com/t/s?7385

                    About PCS Edventures!.com

Boise, Idaho-based PCS Edventures!.com, Inc. (OTC BB: PCSV)
-- http://www.edventures.com/-- designs and delivers educational
products and services to the K-16 market that develop contemporary
skills for the 21st century, including critical thinking, problem
solving, innovation, creativity, and communications.  PCS programs
emphasize hands-on experiences in Science, Technology, Engineering
and Math (STEM) and have been deployed at over 6,000 sites in all
50 United States and 17 foreign countries.


PETROHUNTER ENERGY: Posts $1.4 Million Net Loss in Dec. 31 Quarter
------------------------------------------------------------------
PetroHunter Energy Corporation filed its quarterly report on Form
10-Q, reporting a net loss of $1.4 million for the three months
ended Dec. 31, 2010, compared with a net loss of $1.9 million for
the same period of the previous fiscal year.

The Company reported zero revenues in both periods.

The Company's balance sheet at Dec. 31, 2010, showed $1.8 million
in total assets, $65.3 million in total liabilities, and a
stockholders' deficit of $63.5 million.

As reported in the Troubled Company Reporter on Dec. 28, 2010,
Eide Bailly LLP, in Greenwood Village, Colo., expressed
substantial doubt about PetroHunter Energy's ability to continue
as a going concern, following the Company's results for the fiscal
year ended Sept. 30, 2010.  The independent auditors noted that
the Company has an accumulated deficit of $286.0 million and net
loss of $6.8 million for the year ending September 30, 2010, and
as of that date, has a working capital deficit of $11.3 million.

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

               http://researcharchives.com/t/s?7387

                     About PetroHunter Energy

Denver, Colo.-based PetroHunter Energy Corporation is an oil and
gas exploration company.  The Company currently owns oil and gas
leasehold interests either directly or through an equity
investment in Australia (Beetaloo Basin) and in Western Colorado
(Piceance Basin).


PNM RESOURCES: Fitch Withdraws 'BB' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed and withdrawn these ratings of PNM
Resources and its utility operating subsidiaries, Public Service
Company of New Mexico and Texas New Mexico Power Company:

PNMR

  -- Issuer Default Rating 'BB';
  -- Senior unsecured debt 'BB';
  -- Revolving credit facility 'BB';
  -- Short-term IDR 'B'.

PNM

  -- IDR 'BB';
  -- Secured pollution control revenue bonds 'BBB-';
  -- Senior unsecured notes 'BB+';
  -- Senior unsecured PCRBs 'BB+';
  -- Revolving credit Facility 'BB+';
  -- Preferred stock 'BB-'
  -- Short-term IDR 'B'.

TNMP

  -- IDR 'BB+';
  -- First mortgage bonds 'BBB';
  -- Secured term loan 'BBB';
  -- Secured revolving credit facility 'BBB';
  -- Short-term IDR 'B'.

Fitch has withdrawn the ratings for business reasons.
Approximately $1.8 billion of debt as of Sept. 30, 2010, is
affected by the rating action.


PROGNOZ SILVER: Repays Part of Outstanding Debt
-----------------------------------------------
High River Gold Mines Ltd. was informed that Prognoz Silver LLC
repaid part of an outstanding debt due under the contract for
exploration work on the Prognoz silver project to OJSC
Buryatzoloto.  High River holds a 50% indirect interest in Prognoz
Silver, which operates the Prognoz silver project in the Republic
of Sakha (Yakutia), Russia.  The repaid amount was approximately
US$18 million.  Prognoz Silver's debt originated from the
inability of its shareholders, other than High River, to finance
their share of expenditures at the Prognoz silver project.

Following the repayment, the Arbitration Court of the City of
Moscow dismissed Buryatzoloto's application for official
bankruptcy procedures for Prognoz Silver.  However, the initial
application to put Prognoz Silver into bankruptcy, which was filed
by Prognoz Silver itself, is still under review by the court and
has not yet been decided.  Buryatzoloto is considering the
circumstances of the repayment and evaluating its next steps.

About High River
High River is an unhedged gold company with interests in producing
mines and advanced exploration projects in Russia and Burkina
Faso. Two underground mines, Zun-Holba and Irokinda, are situated
in the Lake Baikal region of Russia. Two open pit gold mines,
Berezitovy in Russia and Taparko-Bouroum in Burkina Faso, are also
in production. Finally, High River has two advanced exploration
projects with NI 43-101 compliant resource estimates, the Bissa
gold project in Burkina Faso and 50% interest in the Prognoz
silver project in Russia.


RAFAEL QUINONES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Rafael Rivera Quinones
        dba Supermercados Marrero
        Carr. 568 Km 28.9, Barrio Padilla
        Corozal, PR 00783

Bankruptcy Case No.: 11-01166

Chapter 11 Petition Date: February 16, 2011

Court: United States 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: $1,000,001 to $10,000,000

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

A list of the Debtor's 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/prb11-01166.pdf


REALOGY CORP: Bank Debt Trades at 4% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 96.41 cents-on-the-
dollar during the week ended Friday, February 18, 2011, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.72 percentage points
from the previous week, The Journal relates.  The Company pays 300
basis points above LIBOR to borrow under the facility.  The bank
loan matures on September 30, 2013, and carries Moody's B1 rating
and Standard & Poor's B- rating.  The loan is one of the biggest
gainers and losers among 176 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company's balance sheet at Sept. 30, 2010, showed $2.67
billion in total assets, $9.14 billion in total liabilities, and a
stockholders' deficit of $981.0 million.

                          *     *     *

Realogy has 'Caa2' corporate family rating and 'Caa3' probability
of default rating, with positive outlook, from Moody's.  The
rating outlook is positive.  Moody's said in January 2011 that the
'Caa2' CFR and 'Caa3' PDR reflects very high leverage, negative
free cash flow and uncertainty regarding the timing and strength
of a recovery of the residential housing market in the US.
Moody's expects Debt to EBITDA of about 14 times for the 2010
calendar year.  Despite the recently completed and proposed
improvements to the debt maturity profile, the Caa2 CFR continues
to reflect Moody's view that current debt levels are unsustainable
and that a substantial reduction in debt levels will be required
to stabilize the capital structure.

In February 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on Realogy Corp. to 'CCC' from 'CC'.  S&P
removed the rating from CreditWatch, where it was placed with
positive implications Jan. 18, 2011.  The rating outlook is
positive.


RED ROCKET: Plan Confirmation Hearing Continued Until March 9
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri has
continued until March 9, 2011, at 1:30 p.m., the hearing to
consider adequacy of the Disclosure Statement and Confirmation of
Red Rocket Fireworks, Inc.'s Plan of Liquidation.

As reported in the Troubled Company Reporter on Dec. 27, 2010,
according to the Disclosure Statement, 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.

Priority unsecured claims amounting to $265,035 are also
anticipated to be paid in full.

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.

The Debtor will be conclusively deemed to have rejected all
executory contracts and unexpired leases that were not rejected by
operation of the Bankruptcy Code, or were not assumed under a
separate motion before the filing and circulation of the Plan.
There are no known executory contracts or unexpired leases.  A
proof of a claim arising from the rejection of an alleged
executory contract or unexpired lease must be filed no later than
February 28.

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., filed
for Chapter 11 bankruptcy protection on December 11, 2009 (Bankr.
W.D. Mo. Case No. 09-62800).  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.


REOSTAR ENERGY: Court OKs Michael McConnell as Chapter 11 Examiner
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the appointment of Michael McConnell as Chapter 11
Examiner in the cases of ReoStar Energy Corporation, et. al.

On Dec. 30, 2010, the Court, directed William T. Neary, the U.S.
Trustee for Region 6, to appoint an examiner for the Debtors
cases.

The U.S. Trustee is represented by:

     Merdyth A. Kippes, Esq., trial attorney
     Office of the U.S. Trustee
     1100 Commerce Street, Room 976
     Dallas, TX 75242
     Tel: (214) 767-8967

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, represents the Debtors in their restructuring efforts.
Greenberg Taurig, LLP, serves as special corporate/securities
counsel.  Reostar Energy disclosed $15,335,337 in assets and
$16,391,412 in liabilities in its schedules.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Leasing, Inc., and ReoStar Operating, Inc.  ReoStar Energy
is the lead case.


RITE AID: Fitch Assigns 'BB-/RR1' Ratings to $343 Mil. Loans
------------------------------------------------------------
Fitch Ratings has assigned 'BB-/RR1' ratings to Rite Aid
Corporation's $343 million first lien term loans due February
2018.  The Rating Outlook is Stable.  Proceeds from the offering
will be used to retire Rite Aid's $343 million Tranche 3 Term Loan
due June 4, 2014.  The refinancing provides slightly better
pricing with the new terms loans priced at L + 325 with a Libor
floor of 1.5% versus the prior terms loans priced at L + 300 with
a Libor floor of 3%.  It will also help stagger and extend the
debt maturity profile with less than $15 million due 2011 and 2012
and $205 million due 2013.  Between 2014 and 2016, Rite Aid will
have to contend with refinancing approximately $1 billion in debt
annually.

The rating reflects Rite Aid's significant high leverage and
limited capital for investment and operating statistics that
significantly trail its two major competitors.  The ratings also
reflect Rite Aid's strong market share position as the third
largest U.S. drug retailer and management's concerted efforts to
improve the productivity of its store base and manage liquidity
through working capital reductions and other cost cutting
initiatives.  The Stable Outlook reflects Fitch's expectations of
credit metrics expected to be around current levels over the next
three years and the successful refinancing of its credit facility
and other debt over the last 12 months, pushing out significant
debt maturities to 2014.

Weak pharmacy same-store sales and a decline in higher margin
front-end same-store sales have pressured earnings since 2009
although sales trends over the last two months show slight
improvement in both businesses.  For the latest 12 month period
ended Nov. 27, 2010, total same store sales declined approximately
1.6% with a front end decline of 1.2% and a pharmacy same store
sales decline of 1.7%.  Adjusted FIFO gross margin declined
modestly by about 10 basis points year over year and EBITDA
(adjusted for non-cash and one time items) declined approximately
$130 million to $850 million, in spite of a $135 million decline
in operating expenses during the period.  Adjusted debt/EBITDAR at
7.7 times and EBITDAR/interest + rent at 1.2x were slightly above
fiscal year end levels.  Credit metrics over the next three years
are expected to remain relatively stable at 7.7x-8.0x.

Rite Aid recently amended and extended its $1.175 billion
revolving credit facility due Sept. 30, 2012 with a new
$1.175 billion revolving credit facility due Aug. 19, 2015.
However, the maturity shall be April 18, 2014 in the event that
Rite Aid does not repay, refinance or otherwise extend the
remaining term loans ($1,079 million Tranche 2 Term Loan and
$343 million Tranche 3 Term Loan due June 1, 2014) prior to that
time and meet certain other conditions.  At Nov. 27., 2010, Rite
Aid had $58 million outstanding under its credit facility, with
borrowing capacity of approximately of $965 million, net of
outstanding letters of credit of $152 million.  The senior secured
credit facility requires the company to maintain a minimum fixed
charge coverage ratio only if availability on the revolving credit
facility is less than $150 million.  Rite Aid's fixed charge
coverage ratio was above the minimum required amount at the end of
the last quarter.

Fitch expects free cash flow in the $100 million range in fiscal
2011 and flat to modest free cash flow thereafter.  The next debt
maturity is August 2013 when $185 million of 6.875% unsecured
unguaranteed debt comes due, unless Rite Aid is required to buy
back $64 million of 8.5% convertible notes due May 2015 should its
shares become delisted.

The issue ratings for the new term loans are derived from the
Issuer Default Rating and the relevant Recovery Rating.  The
revolving credit facility, term loans, the $410 million senior
secured notes due June 2016 and $650 million senior secured notes
due August 2020 have a first lien on the company's cash, accounts
receivable, investment property, inventory and scrip lists, and
are guaranteed by Rite Aid's subsidiaries giving them an
outstanding recovery (91%-100%).  Fitch's recovery analysis
assumes a liquidation value under a distressed scenario of
approximately $6 billion on inventory, receivables, owned real
estate and prescription files.

Fitch rates Rite Aid:

  -- Long Term Issuer Default Rating 'B-';
  -- Secured revolving credit facility and term loans 'BB-/RR1';
  -- First and second lien senior secured notes 'BB-/RR1';
  -- Guaranteed senior unsecured notes 'CCC/RR5';
  -- Non-guaranteed senior unsecured notes 'CC/RR6'.

The Rating Outlook is Stable.


RITE AID: S&P Assigns 'B+' Rating to $343 Mil. Senior Loan
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue rating and '1' recovery rating to Harrisburg, Pa.-based Rite
Aid Corp.'s proposed $343 million senior secured term loan tranche
5 due 2018.  The '1' recovery rating indicates S&P's expectation
for very high (90%-100%) recovery in the event of a payment
default.

According to the company, it will use the proceeds to repay about
$321 million in borrowings under its tranche 3 term loan due 2014.

"The ratings reflect the difficulties Rite Aid faces in improving
its well-below-average operating performance relative to its
peers, especially amid intense industry competition," said
Standard & Poor's credit analyst Ana Lai.  They also reflect the
company's significant debt burden and thin cash flow protection
measures.


RIVER EAST: Secured Creditor Tries to Block Cash Collateral Use
---------------------------------------------------------------
Secured creditor LNV Corporation has filed with the U.S.
Bankruptcy Court for the Northern District of Illinois a notice of
its non-consent to River East Plaza, LLC's use of cash collateral.

LNV believes that the bankruptcy case was filed in bad faith,
solely for the purpose of delaying LNV's mortgage foreclosure
action and without any realistic prospect for a successful
reorganization due to, among other things, continuing operating
losses, increasing vacancy rates, a distressed commercial real
estate market, the Debtor's lack of equity in the property and
inability to provide adequate protection to secured creditors and
the absence of any realistic avenue for obtaining additional
financing and paying secured creditors in full.

LNV is represented by Neal, Gerber & Eisenberg LLP.

Chicago, Illinois-based River East Plaza, LLC, filed for Chapter
11 bankruptcy protection on February 10, 2011 (Bankr. N.D. Ill.
Case No. 11-05141).  Michael E. Gosman, Esq., at Whyte Hirschboeck
Dudek S.C., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


RIVER EAST: Secured Creditor Wants Ch 11 Bankr. Case Dismissed
--------------------------------------------------------------
Secured first mortgage lien creditor LNV Corporation asks the U.S.
Bankruptcy Court for the Northern District of Illinois to dismiss
River East Plaza, LLC's bankruptcy case or grant LNV relief from
automatic stay to pursue the foreclosure sale that was scheduled
to occur hours following the Debtor's commencement of the case.

According to LNV, the Debtor filed for bankruptcy to "delay a
foreclosing secured lender.  Other than avoiding foreclosure, the
Debtor has no purpose for pursuing this case," LNV says.

The Debtor is a single-purpose entity with few employees and
creditors and whose assets are fully encumbered by the liens of
LNV.  "Because the Debtor has no unencumbered assets and no
ability to profitably operate its only asset -- a 74% vacant mixed
use property -- the Debtor shows no prospect for reorganization.
Accordingly, LNV Corp. should not be subjected to additional delay
in seeking to foreclose on its collateral when reorganization is
unrealistic," LNV states.

LNV is represented by Neal, Gerber & Eisenberg LLP.

Chicago, Illinois-based River East Plaza, LLC, filed for Chapter
11 bankruptcy protection on February 10, 2011 (Bankr. N.D. Ill.
Case No. 11-05141).  Michael E. Gosman, Esq., at Whyte Hirschboeck
Dudek S.C., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


RIVER EAST PLAZA: Wants Cindy O'Drobinak to Continue as Receiver
----------------------------------------------------------------
Secured creditor LNV Corporation asks the U.S. Bankruptcy Court
for the Northern District of Illinois to authorize Cindy
O'Drobinak to continue as receiver/custodian of River East Plaza,
LLC.

LNV obtained a $34.1 million prepetition judgment on account of
its secured loan to the Debtor.

The Circuit Court of Cook County, Illinois, appointed Ms.
O'Drobinak as receiver approximately 22 months ago to manage the
Debtor's office, retail, art gallery and residential center and
related real property at 401-465 East Illinois Street, more
commonly known as River East Plaza, in Chicago, Illinois.  The
property comprises the only asset of the Debtor.

LNV says that turnover shouldn't occur as a perfunctory initial
matter, and that is shouldn't occur at any juncture of the case,
which LNV claims as a classic example of a debtor seeking the
protections of chapter 11 simply to delay a foreclosing secured
lender.  According to LNV, the Debtor has no unencumbered assets
and no ability to profitably operate is only assets.  "Turnover
would be injurious to the creditors who have benefitted from the
services of the Receiver and who were on the verge of becoming the
beneficiaries of a foreclosure stale scheduled to occur mere hours
after the Debtor filed for bankruptcy protection.  Accordingly,
the Receiver should not be removed," LNV states.

LNV is represented by Neal, Gerber & Eisenberg LLP.

Chicago, Illinois-based River East Plaza, LLC, filed for Chapter
11 bankruptcy protection on February 10, 2011 (Bankr. N.D. Ill.
Case No. 11-05141).  Michael E. Gosman, Esq., at Whyte Hirschboeck
Dudek S.C., serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.


ROBB & STUCKY: Files for Chapter 11 to Sell Business
----------------------------------------------------
Sarasota, Florida-based Robb & Stucky Limited LLLP, doing business
as Robb & Stucky Interiors and Fine Design Interiors, filed for
Chapter 11 protection (Bankr. M.D. Fla. Case No. 11-02801) in
Tampa, Florida, on Feb. 18, 2011, to facilitate the sale of its
assets as a going concern.

The Debtor estimated assets and debts of $50 million to
$100 million in its Chapter 11 petition.  The Debtor owes
$22 million under a senior debt facility provided by Bank of
America.  The Debtor is also indebted to CIRS Financing, LLC, and
CIRS Management, LLC, in the principal amount of $13.5 million
pursuant to a series of loans made beginning September of 2009.
The Debtor also owes Wachovia Bank, N.A., a total of $6 million
pursuant to certain financial accommodations.  The Debtor also
owes a total of $2.5 million to certain members of management.
These debts are secured by most of the Debtor's assets.

"At this time, we are focused on charting a path that will lead us
into the future," said Dan Lubner, Robb & Stucky's President of
the Hospitality Design Division.   "We are endeavoring to locate a
buyer that will maintain the Company's brand standards, associates
team and strong focus on customer needs and service, with minimal
impact on operations and stakeholders."  The Company has entered
chapter 11 seeking the approval of an agency agreement for the
sale of its assets, subject to the receipt of higher or better
offers, including offers to acquire the company as a going
concern.   As part of the court process, the Company said that it
is required to entertain all potential offers that will maximize
value for interested parties, including liquidation bids.

The Company said that the difficulties confronting the Company
stem from the challenges that have affected many real estate
derivative industries since Summer 2007.   The home furnishing
industry has been among the hardest hit by the significant
decrease in consumer spending.

Robb & Stucky said that its doors are open as it navigates the
sale process, and it has secured commitments for debtor in
possession financing that will be used to fund operations pending
the transaction.   As part of the filing, the Company sought
emergency relief from the Court authorizing uninterrupted payment
of employee wages and benefits and for the continuation of
customer programs.

The transaction is being facilitated in the United States
Bankruptcy Court Middle District of Florida, Tampa Division.


                        Road to Bankruptcy

The Debtor's chief restructuring officer Kevin Regan relates "The
Debtor commenced this Chapter 11 case in order to stabilize its
operations and to facilitate a sale of its assets or of its
enterprise as a going concern for the benefit of its customers,
its secured creditors, its employees, its vendors, and its other
unsecured creditors.  The Debtor will work diligently to file a
Chapter 11 plan within the exclusive period in order to minimize
fees, preserve the value of its assets, and maximize recovery for
its stakeholders."

"Robb & Stucky's current liquidity crisis and financial difficulty
stems from the events and challenges that have affected many real
estate derivative industries since the summer of 2007.  The
economic downturn that sharply slowed construction of new homes
and second home purchases in 2007 and 2008 has been well
documented, and has been considered by many economists to be the
worst financial crisis since the great depression in 1929,"
Mr. Regan exlains.

From a single-store general merchandise emporium in 1915, the
Debtor embarked into an expansion and transformation into an
exclusively high-end interior-design driven home furnishings
retailer in 1979.  It then added locations in Florida, Arizona and
other areas.

The Debtor purchased Home of Fine Decorators, LLC, in 2006.  Doing
business as Fine Design, the business was hit by the severe
downturn in the Florida housing markets beginning in 2007, and the
business was closed in February 2010.  After 2007, the Company
launched a Hospitality and Resort Division, which provides
commercial design services and products to resorts.

Since 2007, the Company has experienced significant challenges and
has engaged in efforts to restructure and streamline its
operations to enhance profitability.  Despite the financial
challenges and the real estate downturn, the Company has sustained
four-wall profit in some of its locations, and the H&R Division
has proven to be profitable and is currently growing, Mr. Regan
points out.

According to Mr. Regan, the industry-wide decline, and in
particular the national trend toward declining purchase of high-
end furniture goods and use of interior design services, has
significantly harmed and adversely impacted the Debtor's business.

Beginning in late 2008 and early 2009, the Company began
initiatives to lower costs and increase profitability by closing
unprofitable stores, and by introducing new products under its own
private label where it could control the supply chain, including
quality and logistics.

The Company, however, remains in financial distress and is
currently faced with liquidity constraints, which necessitated the
filing of the Chapter 11 case.

                          Sale of Assets

The Debtor is pursuing a process to maximize value and returns for
all constituencies, whereby the Debtor will seek approval of a
form of stalking horse agreement with a joint venture comprised of
Hudson Capital Partners, LLC and HYPERRAMS, LLC.  The stalking
horse agreement seeks approval of the stalking horse as agent for
the liquidation of substantially all of the Debtor's assets,
subject to higher and better offers at an auction.  As part of
this process, the Debtor anticipates that some locations will be
forced to close, even in the event of a sale as a going concern.
The Debtor's exact plan is in flux, based upon negotiations that
are occurring and ongoing with potential purchasers and other
interested parties.

The Debtor has filed "first day" motions, seeking various types of
relief, including: (1) the continuation of ordinary course retail
sales practices and procedures; (2) the continuation of employee
benefits and compensation practices in order to maintain the
confidence, morale, and support of Robb & Stucky's outstanding
employees, and (3) procedures for the smooth and efficient
administration of this case.

                        About Robb & Stucky

Robb & Stucky Limited LLLP was founded some 96 years ago in 1915
by Virgil C. Robb & W.R. Lee in Ft. Myers, Florida, as a one-store
general merchandise emporium.  Over time, the Company has grown to
include 24 locations in four states consisting of interior
showrooms, patio showrooms, warehouses, and its corporate office.
The Debtor has showrooms or warehouses in Florida, Texas, Arizona,
North Carolina, and Nevada.  Furniture Today, a leading industry
publication, has ranked Robb & Stucky as high as 34th in its list
of the top 100 Furniture Retailers in the nation.  The Company
currently has 760 employees.

Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman
P.A., in Miami, Florida, serve as counsel to the Debtor in the
Chapter 11 case.  The Debtor also tapped FTI Consulting, Inc., as
advisor and Kevin Regan as chief restructuring officer to the
Debtor.  Bayshore Partners, LLC, is the investment banker to the
Debtor.  AlixPartners, LLP, is the Communications Consultants to
Debtor.  Epiq Bankruptcy Solutions, LLC, is the claims and notice
agent.


ROBB & STUCKY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Robb & Stucky Limited LLLP
          dba Robb & Stucky
              Robb & Stucky Interiors
              Fine Design Interiors, a division of Robb & Stucky
              Robb & Stucky Patio
              R&S Home of Fine Decorators
              Home of Fine Design by Robb & Stucky
        7557 S. Tamiami Trail
        Sarasota, FL 34231

Bankruptcy Case No.: 11-02801

Chapter 11 Petition Date: February 18, 2011

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

Judge: Caryl E. Delano

Debtor's Counsel: Paul S. Singerman, Esq.
                  Jordi Guso, Esq.
                  BERGER SINGERMAN PA
                  200 South Biscayne Boulevard, Suite 1000
                  Miami, FL 33131
                  Tel: (305) 755-9500
                  Fax: (305) 714-4340
                  E-mail: singerman@bergersingerman.com
                          jguso@bergersingerman.com

Debtor's
Advisor:          FTI Consulting, Inc., as advisor and
                  Kevin Regan as chief restructuring officer

Debtor's
Investment
Banker:           Bayshore Partners, LLC

Debtor's
Communications
Consultants:      AlixPartners, LLP

Debtor's
Claims and
Notice Agent:     Epiq Bankruptcy Solutions, LLC

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Kevin Regan, chief restructuring
officer.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Ryan Companies US Inc              Landlord             $1,133,752
50 South Tenth Street, #300
Cedar Rapids, IA 52403

Woodard                            Supplier             $1,130,601
P.O. Box 843731
Dallas, TX 75284

Marge Carson                       Supplier             $1,048,447
9056 E. Garvey Avenue
Rosemead, CA 91770

E.J. Victor Inc                    Supplier               $719,319
Department #74
P.O. Box 1070
Charlotte, NC 28201

Lexington Furniture Ind            Supplier               $656,667
1300 National Highway
Thomasville, NC 27360

3300 Finger Mill Road LLC          Landlord               $621,261
One Tara Boulevard, Suite 403
Nashua, NH 03062

Schnadig International Corp.       Supplier               $590,367
P.O. Box 890258
Charlotte, NC 28289

Hancock & Moore                    Supplier               $548,388
P.O. Box 890528
Charlotte, NC 28289

John Richard Collection            Supplier               $538,013
306 Eastman
Greenwood, MS 38930

Stanley Furniture Inc.             Supplier               $477,401
P.O. Box 934225
Atlanta, GA 31193

DMB Circle Road Partners           Supplier               $461,559
Road Suite 210
7600 E. Doubletree Ranch
Scottsdale, AZ 85258

Henredon Furniture Companies       Supplier               $426,994
P.O. Box 536759
Atlanta, GA 30353

ES Kluft                           Supplier               $407,229
P.O. Box 512580
Los Angeles, CA 90051

Brown Jordan                       Supplier               $383,890
9243 Paysphere Circle
Chicago, IL 60674

Coconut Beach Resort               Hospitality Deposit    $382,882
1500 Alberta Street
Key West, FL 33040

National Retail Properties         Landlord               $378,950
450 S. Orange Avenue, Suite 900
Orlando, FL 32801

Leather Trend                      Supplier               $350,713
Department 0515
Los Angeles, CA 90084

Vanguard Furniture                 Supplier               $350,028
P.O. Box 934707
Atlanta, GA 31193

GECF Business Property             Landlord               $346,136
P.O. Box 402363
Atlanta, GA 30384

Century Furniture                  Supplier               $330,719
P.O. Box 405607
Atlanta, GA 30384


ROUND TABLE: Wants to Assume Insurance & Premium Financing Deals
----------------------------------------------------------------
Round Table Pizza Inc., et al., ask for authorization from the
Northern District of California to assume executory insurance and
premium financing agreements.

Round Table maintains almost a dozen insurance policies in the
operation of their business, including worker's compensation,
commercial general liability, property insurance, and directors
and officers coverage.  The aggregate annual cost for the
insurance premiums is approximately $2.3 million, which is
financed through these four entities: (a) Flatiron Capital,
(b) Fireman's Fund Insurance, (c) Edgewood Partners Insurance
Center, and (d) Imperial Credit Corporation.

Because of the nature of Round Table's business operations and the
value of its assets, it cannot afford to be without the coverage
provided by these policies.  In addition, cancellation of various
insurance coverage would be a default under the credit agreement
with Debtors' secured lenders General Electric Capital Corporation
and Prudential Insurance of America.  "Moreover, if Round Table's
worker's compensation coverage lapses, Round Table would be in
violation of state law," the Debtors say.  "Round Table must have
insurance to properly maintain their business operations and
comply with its obligations under the Credit Agreement."

Based in Concord, California, Round Table Pizza, Inc. --
http://www.roundtablepizza.com/-- is a private, 100% employee-
owned company with corporate offices based in Concord, California.
Round Table is largely owned by an Employee Stock Ownership Plan,
with 3,190 participants.  The ESOP is designed and intended to
provide a source of retirement income to Round Table's loyal,
long-term employees.

Round Table filed for Chapter 11 bankruptcy protection on Feb. 9,
2011 (Bankr. N.D. Calif. Case No. 11-41431).  Judge Roger L.
Efremsky presides over the case.  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.


SALON MEDIA: Posts $724,000 Net Loss in December 31 Quarter
-----------------------------------------------------------
Salon Media Group, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $724,000 on $962,000 of revenues
for the three months ended December 31, 2010, compared with a net
loss of $1.7 million on $1.4 million of revenues for the same
period of the prior fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed $1.8 million
in total assets, $10.3 million in total liabilities, and a
stockholders' deficit of $8.5 million million.

As reported in the Troubled Company Reporter on June 29, 2010,
Burr Pilger Mayer, Inc., in San Francisco, Calif., expressed
substantial doubt about Salon Media Group's ability to continue as
a going concern, following the Company's results for the fiscal
year ended March 31, 2010.  The independent auditors noted that
the Company has suffered recurring losses and negative cash flows
from operations and has an accumulated deficit of $105.8 million
at March 31, 2010.

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

               http://researcharchives.com/t/s?7384

                        About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.


SAN LUIS TRUST BANK: Closed; First California Assumes Deposits
--------------------------------------------------------------
San Luis Trust Bank, FSB, of San Luis Obispo, Calif., was closed
on Friday, February 18, 2011, by the Office of Thrift Supervision,
which appointed the Federal Deposit Insurance Corporation as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with First California Bank of
Westlake Village, Calif., to assume all of the deposits of San
Luis Trust Bank, FSB.

The sole branch of San Luis Trust Bank, FSB, will reopen during
normal banking hours as a branch of First California Bank.
Depositors of San Luis Trust Bank, FSB, will automatically become
depositors of First California Bank.  Deposits will continue to be
insured by the FDIC.  Customers of San Luis Trust Bank, FSB,
should continue to use their existing branch until they receive
notice from First California Bank that it has completed systems
changes to allow other First California Bank branches to process
their accounts as well.

As of Dec. 31, 2010, San Luis Trust Bank, FSB, had around
$332.6 million in total assets and $272.2 million in total
deposits.  In addition to assuming all of the deposits of the
failed bank, First California Bank agreed to purchase essentially
all of the assets.

The FDIC and First California Bank entered into a loss-share
transaction on $241.7 million of San Luis Trust Bank, FSB's
assets.  First California Bank will share in the losses on the
asset pools covered under the loss-share agreement.  The loss-
share transaction is projected to maximize returns on the assets
covered by keeping them in the private sector.  The transaction
also is expected to minimize disruptions for loan customers.  For
more information on loss share, visit:

  http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-877-755-6665.  Interested parties also can
visit the FDIC's Web site at:

  http://www.fdic.gov/bank/individual/failed/sanluistrust.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $96.1 million.  Compared to other alternatives, First
California Bank's acquisition was the least costly resolution for
the FDIC's DIF.  San Luis Trust Bank, FSB, is the twenty-second
FDIC-insured institution to fail in the nation this year, and the
third in California.  The last FDIC-insured institution closed in
the state was Charter Oak Bank, Napa, earlier on February 18.


SCI REAL ESTATE: Section 341(a) Meeting Scheduled for March 23
--------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of SCI
Real Estate Investments, LLC's creditors on March 23, 2011, at
3:00 p.m.  The meeting will be held at Room 2610, 725 S Figueroa
Street, Los Angeles, CA 90017.

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

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

Los Angeles, California-based SCI Real Estate Investments,
LLC, filed for Chapter 11 bankruptcy protection on February 11,
2011 (Bankr. C.D. Calif. Case No. 11-15975).  Jeffrey W. Dulberg,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets at
$50 million to $100 million and debts at $10 million to
$50 million.


SEAHAWK DRILLING: Shareholders Seek Official Committee
------------------------------------------------------
Dow Jones' DBR Small Cap reports that shareholders of Seahawk
Drilling Inc. are optimistic about recovering money if the
company's sale to a rival drilling company goes through, prompting
them to ask the court for an official voice in the company's
Chapter 11 case.

According to the report, four company shareholders formally asked
a Texas bankruptcy judge to let them form an official committee,
which would give them an opportunity to weigh in on the legal
proceedings.  DBR relaters that so far, their lack of standing has
put them at an "informational disadvantage," the group argued in
court filings.

Seahawk executives said that the $105 million purchase offer from
drilling rival Hercules Offshore Inc. would be enough to pay off
its creditors, DBR notes.

The shareholder group, which includes its largest voting
stakeholder, expects that the sale could also "provide a recovery
for equity holders" after higher-ranking creditors are paid, the
report adds.

                     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 Feb. 11, 2011 (Bankr. S.D. Tex. Case No. 11-20089).

Affiliates Seahawk Drilling LLC (Bankr. S.D. Tex. Case No. 11-
20088), Seahawk Drilling, Inc. (Bankr. S.D. Tex. Case No. 11-
20089), Seahawk Mexico Holdings LLC (Bankr. S.D. Tex. Case No. 11-
20090), Seahawk Drilling Management LLC (Bankr. S.D. Tex. Case No.
11-20091), Seahawk Offshore Management LLC (Bankr. S.D. Tex. Case
No. 11-20092), Energy Supply International LLC (Bankr. S.D. Tex.
Case No. 11-20093), Seahawk Global Holdings LLC (Bankr. S.D. Tex.
Case No. 11-20094), and Seahawk Drilling USA LLC (Bankr. S.D. Tex.
Case No. 11-20095) filed separate Chapter 11 petitions.

Berry D Spears, Esq., and Johnathan Christiaan Bolton, Esq., at
Fullbright & Jaworkski L.L.P., serve as the Debtors' bankruptcy
counsel.  Jordan, Hyden, Womble, Culbreth & Holzer, P.C., serve as
the Debtors' co-counsel.  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.


SECURED CALIFORNIA: Section 341(a) Meeting Scheduled for March 23
-----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Secured
California Investments, Inc.'s creditors on March 23, 2011, at
3:00 p.m.  The meeting will be held at Room 2610, 725 S Figueroa
Street, Los Angeles, CA 90017.

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

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

Los Angeles, California-based Secured California Investments,
Inc., filed for Chapter 11 bankruptcy protection on Feb. 11, 2011
(Bankr. C.D. Calif. Case No. 11-15987).  Jeffrey W. Dulberg, Esq.,
at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel.  The Debtor estimated its assets and debts at
$10 million to $50 million.


SECUREALERT INC: Incurs $2.1 Million Net Loss in Dec. 31 Quarter
----------------------------------------------------------------
SecureAlert, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.1 million on $3.7 million of revenues
for the three months ended Dec. 31, 2010, compared with a net loss
of $5.5 million on $3.2 million of revenues for the same period of
the previous fiscal year.

The Company's balance sheet at Dec. 31, 2010, showed $11.6 million
in total assets, $8.0 million in total liabilities, and
stockholders' equity of $3.6 million.

As reported in the Troubled Company Reporter on Jan. 5, 2011,
Hansen, Barnett & Maxwell, P.C., in Salt Lake City, expressed
substantial doubt about SecureAlert'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 incurred losses, negative cash flows from operating
activities and has an accumulated deficit.

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

               http://researcharchives.com/t/s?7382

                      About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.


SMURFIT-STONE: S&P Retains CreditWatch Positive on 'BB-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Rock-
Tenn Co., including the 'BBB' corporate credit rating, remain on
CreditWatch, where they were placed with negative implications on
Jan. 24, 2011.  Concurrently, the ratings on Smurfit-Stone
Container Corp., including the 'BB-' corporate credit rating,
remain on CreditWatch with positive implications.  The CreditWatch
listings followed Rock-Tenn's announcement of an agreement to
acquire Smurfit-Stone.

Under the terms of the agreement, Rock-Tenn is to acquire Smurfit-
Stone for approximately $5 billion in announced total purchase
consideration, which includes approximately $700 million of
Smurfit-Stone's net debt and $700 million of assumed pension
liabilities (after-tax).  In addition, the aggregate equity
consideration, consisting of 50% cash and 50% Rock-Tenn stock, is
valued at an announced price of $35 per share of Smurfit-Stone
common stock.  Rock-Tenn has received a financing commitment of
approximately $3.7 billion to fund the transaction.  The
commitment is structured as a senior credit facility, including a
$1.2 billion proposed revolving credit facility, a $1.25 billion
proposed term loan A, and a $1.25 billion proposed term loan B.
The company also intends to refinance Smurfit-Stone's existing
term loan, which had approximately $1.2 billion outstanding on
Dec. 31, 2010.  Therefore, S&P would expect to withdraw all of
Smurfit-Stone's ratings upon completion of the proposed
transaction

The merger is subject to certain customary conditions, including
both companies' stockholder approval, and is expected to be
completed in the second quarter of 2011.  Rock-Tenn announced that
the Federal Trade Commission has granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.

"Based on S&P's analysis," said Standard & Poor's credit analyst
Tobias Crabtree, "S&P has determined that if the acquisition is
completed as currently proposed, and market conditions remain in
line with its expectations, S&P would likely lower the corporate
credit rating on Rock-Tenn to 'BBB-' from 'BBB'." The transaction
denotes, in S&P's view, a significant increase in Rock-Tenn's
leverage, which was approximately 2.1x for the trailing 12 months
ended Dec. 31, 2010.  Based on the proposed financing and the
recent operating performances of each company, S&P anticipates pro
forma adjusted leverage (including pension and operating lease
adjustments) for the combined entity would likely remain above 3x
for fiscal 2011, a level S&P would consider to be more in line
with a lower rating, given S&P's view of the combined entity's
satisfactory business risk profile.  Nevertheless, the increased
leverage and integration risks given the size of the transaction
is somewhat mitigated by S&P's view of the proposed combined
company's generally good ability to generate cash flow.  Based on
S&P's anticipated adjusted EBITDA level of at least $1.4 billion
for fiscal 2011, S&P would expect the combined entity to be able
to modestly repay its debt after consideration to Smurfit-Stone's
substantial pension funding needs, capital expenditures of
$350 million or more, and dividends.

In S&P's view, industry fundamentals for corrugated products and
consumer paperboard and packaging products, which account for the
majority of the company's sales and EBITDA, should remain
favorable over the near term in line with better pricing, high
operating rates, and a gradual improvement in overall economic
conditions.  As a result, S&P expects that the combined entity's
fiscal 2011 sales could increase modestly from its pro forma level
of about $9.36 billion for the 12 months ended Dec. 31, 2010.  S&P
anticipates fiscal 2011 adjusted EBITDA for the combined entity
could exceed $1.4 billion, based on the company maintaining
operating margins (before depreciation and amortization) above
14%.  A key risk to S&P's forecast is if operating margins
moderate from their recent levels, given its view that higher raw
material costs could offset a modest increase in sales.  S&P's
forecast is highly sensitive to raw material input cost inflation
(i.e., fibers, chemicals, and energy), which the company has
historically has recouped via price increases.

The combined entity would be the second-largest producer of
containerboard and coated recycled board in North America with a
fiber input mix of approximately 55% virgin fiber and 45% recycled
fiber.

In resolving the CreditWatch placements, Standard & Poor's will
monitor the companies' progress toward closing the transaction,
which they anticipate will occur in the second quarter of 2011.
If the acquisition is completed as currently proposed, and market
conditions remain in line with its expectations, S&P will likely
lower Rock-Tenn's corporate credit rating to 'BBB-'.  The likely
rating outlook is stable.  S&P plans to withdraw its ratings on
Smurfit-Stone once their rated debt is repaid post-closing of the
transaction.  In addition, S&P will assess the pro forma capital
structure and its possible impact on issue-level ratings.


SPA SYDELL: Emerges from Chapter 11 Bankruptcy With New Owner
-------------------------------------------------------------
David Markiewicz at The Atlanta Journal-Constitution reports that
Spa Sydell has emerged from bankruptcy with a new owner and chief
executive officer, Reina Bermudez.

According to the report, Ms. Bermudez was brought in to serve as
Spa Sydell's chief financial officer in 2007 by former chief
executive Richard Harris.  Mr. Harris will stay on as a
consultant.  Sydell Harris will serve as an honorary board member
in the company and will still be active in the spas.

Spa Sydell filed for Chapter 11 bankruptcy in September 2009, and
listed $4.3 million in debts and $5 million in assets.


STANFORD INT'L: Owner Sues Prosecutors, FBI Agents, & SEC Lawyers
-----------------------------------------------------------------
Julie Triedman at The AM Law Daily reports that Stanford
International Bank Limited owner Robert Allen Stanford filed a
lawsuit in Houston federal district court against a dozen Federal
Bureau of Investigation, Justice Department, and U.S. Securities
and Exchange Commission employees, claiming that they have engaged
in "abusive law enforcement" against him.  Mr. Stanford is seeking
US$7.2 billion in damages under the lawsuit, The AM Law Daily
relates.

Mr. Stanford has tapped Houston attorney Stephen Cochell of The
Cochell Law Firm for his lawsuit, according to The AM Law Daily.
The report relates that Mr. Stanford's complaint does not name any
federal agencies as defendants, but rather targets those employed
by the agencies that have spearheaded the cases against him.

The AM Law Daily notes that among the individuals sued are:

  * Stephen Korotosh, who is leading the SEC's civil suit against

    Mr. Stanford; and

  * federal prosecutors Paul Pelletier and Gregg Costa, who have
    leading roles in the criminal case.

The 39-page civil complaint claims that the federal government
illegally used more than US$51 million of Mr. Stanford's money to
fund its investigation, while at the same time rejecting Mr.
Stanford's requests for funds to pay for his own defense, The AM
Law Daily cites.

The AM Law Daily discloses that Mr. Stanford arrived at the US$7.2
billion figure by asserting that he "personally owned assets of
approximately US$3.9 billion, all of which has been lost" due to
U.S. government actions.  As a result of those actions, the report
relates, Mr. Stanford claims that he lost the ability to realize
profits on those assets.  The value of the lost profits is at
US$3.2 billion, he added.

The AM Law Daily notes that Mr. Stanford has also asserted that
the government in its pursuit violated his right against
unreasonable search and seizure; his right against cruel and
unusual punishment; his right to counsel; and his right to due
process.

Manhattan criminal defense attorney Douglas Burns said in a
separate Bloomberg News report, The AM Law Daily cites, that Mr.
Stanford's lawsuit faces some huge obstacles, most notably the
fact that agents of the FBI, the SEC, and the Justice Department
"are immune for their legitimate conduct in the case."

                 About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On February 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and records
of Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission, on Feb. 17, 2009,
charged before the U.S. District Court in Dallas, Texas, Mr.
Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.

A criminal case was also pursued against Mr. Stanford in June 2009
before the U.S. District Court in Houston, Texas.  Mr. Stanford
pleaded not guilty to 21 charges of multi-billion dollar fraud,
money-laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for his
arrest on the criminal charges.

The criminal case is U.S. v. Stanford, H-09-342 (S.D. Tex.).  The
civil case is SEC v. Stanford International Bank, 09-cv-00298
(N.D. Tex.).


SWADENER INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Swadener Investment Properties, LLC
        P.O. Box 74170
        Tulsa, OK 74170

Bankruptcy Case No.: 11-10322

Chapter 11 Petition Date: February 18, 2011

Court: U.S. Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Judge: Terrence L. Michael

Debtor's Counsel: Scott P. Kirtley, Esq.
                  RIGGS, ABNEY, NEAL, TURPEN, ORBISON
                  502 West 6th Street
                  Tulsa, OK 74119-1010
                  Tel: (918) 587-3161
                  E-mail: skirtleyattorney@riggsabney.com

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

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

The petition was signed by Mark Swadener, managing member.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Pecan Properties, Inc.                11-10323          02/18/11

Swadener Investment's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Triad Bank                         Operating Line          $50,000
7666 East 61st Street
Tulsa, OK 74133

Lighting, Inc.                     Lighting Retro-fit      $46,914
P.O. Box 471343
Tulsa, OK 74147

Quest Elevator                     Elevator Service        $40,385
2488 E. 81st Street, Suite 365
Tulsa, OK 74137

Redlee SCS, Inc.                   Janitorial Services     $27,696

Hall, Estill, Hardwick, Gable,     Attorney Fees           $26,880
Golden &

Cowan Landscape                    Lawn Services           $13,252

Bank of America                    Maintenance Supplies    $12,338

Behnken, Ed                        Subordinated            $11,000
                                   Debenture

Source One Janitorial              Janitorial Services     $10,985

Pecan Properties 401K Paychex,     Unpaid Employee          $7,754
Inc.                               Contribution

America Express                    Maintenance Supplies     $5,017

Able Fire Systems                  Fire Systems             $3,000
                                   Inspections &
                                   Repair

Home Depot                         Maintenance Supplies     $2,808

Palmer Supply                      Maintenance Supplies     $2,699

Associated Parts                   Maintenance Supplies     $1,866

Glen Stout                         401(k) Contribution      $1,614

McIntosh, Inc.                     Maintenance Supplies     $1,530

Dell Preferred Account             Computer Products        $1,517

Johnstone Supply                   Maintenance Supplies     $1,297

Kevin Cline                        401(k) Contribution      $1,122


TA-COLONIAL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: TA-Colonial Traditions LLC
        90 Office Park Way
        Pittsford, NY 14534

Bankruptcy Case No.: 11-20270

Chapter 11 Petition Date: February 16, 2011

Court: United States Bankruptcy Court
       Western District of New York (Rochester)

Judge: John C. Ninfo II

Debtor's Counsel: Ronald J. Friedman, Esq.
                  SILVERMANACAMPORA LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Fax: (516) 479-6301
                  E-mail: RFriedman@SilvermanAcampora.com

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

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

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

The petition was signed by Michael D. Salzman, managing member of
SM Traditions LLC.


TBS INTERNATIONAL: Regains Compliance with Nasdaq Listing Rules
---------------------------------------------------------------
On Feb. 4, 2011, the Nasdaq Stock Market called TBS International
plc to notify the Company that its private placement of Series B
Preference Shares may have violated Nasdaq's Listing Rules 5635(c)
and (d) because Section 6.2(e) of the Company's Certificate of
Designation for the Series A and Series B Preference Shares would
have allowed the Company to increase voluntarily the conversion
rate applicable under the Certificate of Designation, which could
have created a situation in which the Series B Preference Shares
would convert into 20% or more of the ordinary shares outstanding
before the issuance for less than the greater of book or market
value of the ordinary shares.  On Feb. 7, 2011, the Company
amended the Certificate of Designation to delete the substance of
Section 6.2(e), and all holders of outstanding Series B Preference
Shares, acting by unanimous written consent without a meeting,
consented to the amendment.  On February 9, 2011, Nasdaq further
advised the Company that, as a result of its amendment of the
Certificate of Designation, the Company regained compliance with
the Listing Rules and Nasdaq had closed this matter.

                    About TBS International plc

Dublin, Ireland-based TBS International plc (NASDAQ: TBSI)
-- http://www.tbsship.com/-- is a fully-integrated transportation
service company that provides worldwide shipping solutions to a
diverse client base of industrial shippers.

At Sept. 30, 2010, TBS had total assets of US$906.794 million,
total debt, including current portion, of US$328.259 million, and
shareholders' equity of US$513.154 million.  TBS had working
capital deficit of US$297.663 million at September 30, 2010.

As reported in the Troubled Company Reporter on March 19, 2010,
PricewaterhouseCoopers LLP, in New York, expressed substantial
doubt about the Company's ability to continue as a going concern,
following its 2009 results.  The independent auditors noted that
the Company believes it will not be in compliance with the
financial covenants under its credit facilities during 2010, which
under the agreements would make the debt callable.  "This has
created uncertainty regarding the Company's ability to fulfill its
financial commitments as they become due."

TBS International in December 2010 disclosed that its various
lender groups have agreed to extend the current forbearance period
until January 31, 2011.  During such period, the lender groups
will continue to forbear from exercising their rights and remedies
which arise from the Company's failure to make principal payments
when due.  The Company will not make principal payments due on its
financing facilities during the extended forbearance period, but
it will continue to pay interest on those facilities at the
default interest rate.


TOWNSENDS INC: To Sell Assets for $76.3 Million to Two Buyers
-------------------------------------------------------------
Townsends, Inc. received final approval from the United States
Bankruptcy Court for the District of Delaware to sell
substantially all of its assets and transition its operating
divisions to Peco Foods, Inc. and Omtron Ltd.  The transactions
are scheduled to close on Feb. 25, 2011.

Peco Foods agreed to acquire Townsends' Arkansas division for
$51.4 million and the assumption of certain liabilities.  Peco
Foods is a fully integrated poultry processing and packaging
company with operations in Alabama and Mississippi.

Omtron agreed to acquire Townsends' North Carolina division, its
corporate headquarters in Georgetown, Delaware and certain other
assets for $24.9 million and the assumption of certain
liabilities.  Omtron is an affiliate of Agroholding Avangard,
Ukraine's largest producer of eggs and egg products for domestic
and export markets.

"We are extremely satisfied with the result we were able to
achieve from the auction. After carefully considering the various
bids, Townsends' management and Board of Directors determined that
selling its Arkansas operating division to Peco Foods and its
North Carolina operating division and corporate headquarters to
Omtron presented the best scenario available for all of our
stakeholders," said Frederick B. Beilstein III, Chief Executive
Officer.

Townsends is working closely with Peco and Omtron in an effort to
ensure a seamless transition for Townsends' customers, suppliers,
employees, growers, brokers and others involved with the business.

                           *     *     *

Bankruptcy Law360 reports that Judge Christopher S. Sontchi of the
U.S. Bankruptcy Court for the District of Delaware on Thursday
said he would approve the sale of Townsends Inc.'s assets to two
separate buyers for a combined $76.3 million.

As reported in the Feb. 1, 2011 edition of the Troubled Company
Reporter, Townsends has received approval for bid procedures for
an auction process to sell the Company, in whole or in part.  The
process calls for bids by Feb. 14, 2011, with the auction to
follow on Feb. 15, 2011.  A hearing to consider approval of
the sale is currently scheduled to be held before the Honorable
Christopher S. Sontchi, United States Bankruptcy Judge, on
Feb. 17, 2011, with, if approved, a closing(s) anticipated
very shortly thereafter.

                       About Townsends Inc.

Founded in 1891, Townsends Inc. is a third-generation, family-
owned poultry company.  Headquartered in Georgetown, Delaware,
Townsends operates production and processing facilities in
Arkansas and North Carolina.  Townsends Inc. -- fka Townsend
Speciality Foods -- and several affiliates filed for Chapter 11
bankruptcy protection on December 19, 2010 (Bankr. D. Del. Lead
Case No. 10-14092).  As of December 5, 2010, the Debtors disclosed
$131 million in total assets and $127 million in total debts.

Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, serves
as the Debtors' bankruptcy counsel.  McKenna Long & Aldridge LLP
serves as special counsel.  Huron Consulting Group's Dalton T.
Edgecomb serves as the Debtors' chief restructuring officer.  SSG
Capital Advisors, LLC, serves as investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims, noticing and
balloting agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has tapped Lowenstein Sandler PC as its
counsel and J.H. Cohn LLP as its financial advisor.


TRIAD GUARANTY: Reports $26.8 Million Net Income in Q4 2010
-----------------------------------------------------------
Triad Guaranty Inc. announced in a press release Thursday its
results of operations for the quarter and year ended Dec. 31,
2010.

The Company reported net income for the quarter ended Dec. 31,
2010, of $26.8 million compared to net income of $54.0 million for
the third quarter of 2010 and a net loss of $79.1 million for the
fourth quarter of 2009.

Total revenues were $48.7 million for the fourth quarter ended
Dec. 31, 2010, compared to total revenues of $57.8 million for the
corresponding period of 2009.

Net income for the year ended Dec. 31, 2010, was $132.1 million
(including a $29.6 million gain attributable to the repurchase of
long-term debt reported as an extraordinary item) compared to a
net loss of $595.6 million for the year ended Dec. 31, 2009.

Total revenues were $254.7 million for 2010 compared to total
revenues of $237.8 million for 2009.

Ken Jones, President and CEO, said, "The same improvements we saw
earlier in the year continued into the fourth quarter.  We
continued to experience a decline in the amount of risk in default
that contributed to the sixth consecutive quarter of reserve
decreases.  Net reserves decreased by $130.0 million during the
2010 fourth quarter, of which approximately 25% of the decrease
was attributable to a change in the frequency factors utilized in
our reserve assumptions.  Persistency, the key driver of our
earned premiums, remained at elevated levels compared to
historical norms.  While there were macro-level improvements in
2010 that benefited our financial position, we remain cautious
about the outlook for the U.S. economy in 2011 due to the slow
pace of the  recovery, lingering high unemployment rates and
depressed home prices.

Mr. Jones continued, "As a company in run-off, our primary focus
remains on the efficient and effective servicing of our insured
portfolio, particularly with respect to loss management, in order
to maximize our claims-paying ability.  While our financial
position has improved over the last three quarters, our deficit in
assets remains substantial and was $586.2 million at Dec. 31,
2010.  We continue to believe that, absent significant positive
changes in the economy and the residential real estate market, our
existing assets and future premiums may not be sufficient to meet
our current and future policyholder obligations."

The Company's unaudited balance sheet at Dec. 31, 2010, showed
$991.6 million in total assets, $1.578 billion in total
liabilities, and a stockholders' deficit of $586.2 million.

As reported in the Troubled Company Reporter on March 22, 2010,
Ernst & Young LLP, in Atlanta, Ga., expressed substantial doubt
about Triad Guaranty Inc.'s ability to continue as a going
concern, following the Company's results for the year ended
Dec. 31, 2009.  The independent auditors noted that the Company is
operating the business in run-off under Corrective Orders with the
Illinois Department of Insurance and has reported a net loss for
the year ended Dec. 31, 2009, and has a stockholders' deficiency
in assets at Dec. 31, 2009.

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

               http://researcharchives.com/t/s?739d

                       About Triad Guaranty

Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC)
-- http://www.triadguaranty.com/-- is a holding company that
historically provided private mortgage insurance coverage in the
United States through its wholly-owned subsidiary, Triad Guaranty
Insurance Corporation.  TGIC is a nationwide mortgage insurer
pursuing a run-off of its existing in-force book of business.


TRIBUNE CO: Jewel Food, et al., Want Lift Stay to Pursue Claim
--------------------------------------------------------------
Jewel Food Stores, Inc., Albertson's, LLC, New Albertson's, Inc.,
and Supervalu Inc. jointly seek relief from the automatic stay to
pursue their third party claims.

Charles J. Brown, III, Esq., at Archer & Greiner, P.C., in
Wilmington, Delaware -- cbro@archerlaw.com -- relates that Joan
Johnson commenced an action in the Circuit Court for Cook County
Illinois Law Division against Jewel Food, et al., alleging, among
other things, that she was injured as a result of a trip-and-fall
incident that occurred at the Jewel store located at 1202 State
Street, in Lemont, Illinois on June 7, 2008.  Ms. Johnson alleges
in her complaint to have tripped over newspaper packaging
material.

At or around the time of the alleged occurrence, it was the duty
of the Debtors, specifically the Tribune Company, through its duly
authorized agents, servants, and employees, to properly package,
bundle, distribute and deliver the newspapers so as not to cause
injury to anyone, including Ms. Johnson, who was lawfully on Jewel
Food, et al.'s premises, Mr. Brown tells Judge Carey.  He
discloses that Jewel Food, et al., have prepared a third-party
complaint against the Debtors.

Jewel Food, et al., believe that the Debtors (i) were insured
under a commercial liability policy during all times relevant to
their third-party claim, and (ii) were also insured under an
umbrella insurance policy and additional insurance policies
maintained by third-party co-defendant FRG Management, Inc.

Mr. Brown contends that permitting Jewel Food, et al., to pursue
their third-party claim to its final resolution would be the most
efficient manner to liquidate that claim against the Debtors.  He
adds that Jewel Food, et al., will experience significant hardship
if the automatic stay is not modified, since their claim and
ultimate recovery against not only Debtors, but all parties, will
be unnecessarily delayed.

The Court will convene a hearing on March 1, 2011, to consider the
request.  Objections are due on February 22.

                       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: Proposes to Expand Novack and Macey Work
----------------------------------------------------
Tribune Co. and its units submitted with the Bankruptcy Court a
supplemental application modifying the scope of the already-
authorized employment of Novack and Macey LLP as their special
litigation counsel pursuant to Section 327(a) of the Bankruptcy
Code, nunc pro tunc to November 22, 2010.  The limited purpose of
the Application is to permit the Debtors to retain and employ
Novack and Macey to represent them as their special litigation
counsel in connection with the filing, prosecution, or settlement
of three avoidance actions already filed by the Debtors.

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, Novack and Macey filed
three complaints against third parties with respect to which the
Debtors' existing bankruptcy co-counsel, Sidley Austin LLP and
Cole, Schotz, Meisel, Forman & Leonard, P.A. did not represent the
Debtors out of an abundance of caution due to potential conflicts
of interest.

The Debtors will continue to pay Novack and Macey for its legal
services on an hourly basis in accordance with its ordinary and
customary rates.  For work performed in 2011, Novack and Macey's
billing rates are:

             Level                   Rate/Hour
             -----                   ---------
             Partners                $395-$670
             Associates              $215-$375
             Para-professionals      $165

The Debtors will continue reimburse Novack and Macey for the
expenses it incurred in connection with those services.

Stephen Novack, Esq., a partner at Novack and Macey LLP, assures
the Court that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

                       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: Bank Debt Trades at 27% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 73.48 cents-on-the-
dollar during the week ended Friday, February 18, 2011, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.43 percentage points
from the previous week, The Journal relates.  The Company pays 300
basis points above LIBOR to borrow under the facility.  The bank
loan matures on May 17, 2014.  Moody's has withdrawn its rating on
the bank debt.  The loan is one of the biggest gainers and losers
among 176 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.  Chadbourne & Parke LLP
and Landis Rath LLP serve as co-counsel to the Official Committee
of Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

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


TERRESTAR NETWORKS: Inks 3rd & 4th Amendments to DIP Documents
--------------------------------------------------------------
TerreStar Networks Inc. and its units notify parties-in-interest
they entered into a third amendment to their DIP Credit, Security
& Guaranty Agreement on January 5, 2011, and a subsequent fourth
amendment of the same pact on February 3, 2011.

The Amendments were entered into among TerreStar Networks Inc.
and its debtor affiliates, certain lender parties from time to
time, and The Bank of New York Mellon, as administrative agent
and collateral agent under the Credit Agreement.

The Third DIP Loan Amendment was entered into by the Parties due
to a default that occurred under Sections 6.11 and 6.12 of the
Credit Agreement with respect to December 31, 2010 and by which,
the Loan Parties asked that the Lenders permanently waive the
Specified Default.  The Lenders have agreed to grant the
Requested Waiver and the Loan Parties and the Lender have agreed
to amend the Credit Agreement in certain respects.

Among the changes in the Third Amendment is the amendment of the
definition of Milestone Requirement in Section 1.01, which now
reads as:

  "'Milestone Requirement' shall mean the requirement that the
  Loan Parties, other than the Non-Subsidiary Guarantors, shall
  meet the following deadlines; provided however, that in the
  case of clauses (b), (f) and (g) below, the deadlines shall be
  met by all Loan Parties (which, for the avoidance of doubt,
  exclude the Non-Subsidiary Guarantors from and after the
  Repayment Date): (a) filing an Acceptable Plan by November 5,
  2010, (b) filing, jointly with any person required by the FCC
  or Industry Canada, (i) all necessary applications for
  approval of the transfers of control over all the FCC
  Licenses, and the transfer of control over, transfer or
  assignment of all the Industry Canada Licenses within the
  terms and conditions thereof, and related authorizations held
  by any Loan Party that are contemplated by any Acceptable Plan
  and (ii) all required notifications to the FCC and Industry
  Canada, in each case by December 23, 2010, (c) receiving
  Bankruptcy Court approval of a disclosure statement by
  December 22, 2010, (d) commencement of a hearing by the
  Bankruptcy Court on confirmation of an Acceptable Plan by
  March 7, 2011, (e) entry of a final, non-appealable order by
  the Bankruptcy Court confirming such Acceptable Plan by March
  25, 2011, (1) within 7 days after request of the
  Administrative Agent (acting at the written request of the
  Required Lenders), with respect to any order of the Bankruptcy
  Court, a corresponding recognition order, in form and
  substance reasonably acceptable to the Required Lenders shall
  have been entered in the Canadian Court, which order shall
  have become final and non-appealable within twenty-one (21)
  days after entry of such order by the Canadian Court, and (g)
  the Final DIP Order and Final Recognition Order shall have
  become final and non-appealable within 60 and 63 days of the
  date of the entry of the Interim DIP Order and Initial
  Recognition Order, respectively."

In addition, this sentence is added after the last sentence of
Section 2.01: "Notwithstanding any provision of this Agreement to
the contrary, the second Subsequent Funding Date shall be
January 14, 2011 and the Loan made thereon shall be in an amount
not in excess of $2,800,000."

The Fourth DIP Loan Amendment was also into by the Parties after
a Default under Sections 6.11 and 6.12 of the Credit Agreement
occurred with respect to January 31, 2011 and is continuing.  The
Loan Parties sought and obtained the Lender's agreement to
further amend the Credit Agreement and permanently waive the
Fourth Specified Default.

Among the changes under the Fourth Amendment agreed to by the
Parties is the complete change in definition of Agreed Budget in
Section 1.01.  The Agreed Budget shall mean Exhibit A to the
Second Agreed Budget Letter Agreement, dated February 3, 2011, by
and between the Borrower and Lender party.  A copy of such Agreed
Budget, however, has not been made available in the court
dockets.

Copies of the Third and Fourth Amendments are available for free
at http://bankrupt.com/misc/TSN3&4CredAms.pdf

                     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).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

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)


TERRESTAR NETWORKS: Deadline to Decide on Leases Moved to May 17
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has extended the time within which TerreStar Networks, Inc. and
its debtor affiliates must assume or reject unexpired non-
residential real property leases pursuant to Section 365(d)(4) of
the Bankruptcy Code to the earlier of:

  (i) the date an order is entered confirming a Chapter 11 plan
      in the Debtors' bankruptcy case, or

(ii) an additional 90 days, through and including May 17, 2011.

                     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).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

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)


TERRESTAR NETWORKS: Committee Amends Suit vs. U.S. Bank, N.A.
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in TerreStar
Networks Inc.'s case amended its complaint against U.S. Bank
National Association, as Indenture Trustee and Collateral Agent
for the 15.0% Senior Secured Payment-In-Kind Notes due 2014, for
the avoidance of certain unperfected liens.  The Amended
Complaint, dated Feb. 1, 2011, seeks to avoid alleged security
interests claimed by U.S. Bank against "other properties" of the
Debtors in addition to the TerreStar-2 satellite.  The Other
Properties include certain intellectual property, an investment
property, certain various deposit accounts and fixtures.

The Original Complaint mainly sought to avoid an alleged security
interest claimed by U.S. Bank in TerreStar Networks Inc.'s assets
relating to a ground spare satellite under construction at Space
Systems/Loral, Inc., otherwise known as TerreStar-2.

U.S. Bank is said to have filed three UCC financing statements
between 2007 and 2008 in relation to liens in certain of the
Debtors' properties.  The 1st UCC statement was filed in February
2007, the 2nd statement in February 2008 and the 3rd statement in
March 2008.  The Amended Complaint relays more details on the
first two UCC statements.

On behalf of the Creditors' Committee, David M. Posner, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York,
specifies that:

  -- Any security interest claimed by U.S. Bank in the
     "Intellectual Property" of any Debtor was unperfected as of
     the Petition Date as U.S. Bank did not file any
     intellectual property security agreements with the U.S.
     Patent and Trademark Office or United States Copyright
     Office or otherwise perfect its security interest by filing
     appropriate UCC-1 forms with the relevant State
     registration authority;

  -- Upon information and belief, U.S. Bank never took control
     of the securities evidencing ownership of the "Investment
     Property," and accordingly never perfected its contemplated
     security interest in that Property;

  -- Upon information and belief, U.S. Bank never obtained
     control of certain of the Debtors' "Deposit Accounts" and
     those Deposit Accounts were not maintained at U.S. Bank, as
     required by Section 9-104 and 9-314 of the UCC through a
     deposit account control agreement and accordingly, never
     perfected its security interest in those Accounts.

     The Deposit Accounts include, but are not limited to:

        * Account Number 704193639 at SunTrust Bank,
        * Account Number 120920000 at SunTrust Bank,
        * Account Number 1000052242558 at SunTrust Bank,
        * Account Number 102025319637 at TD Canada Trust,
        * Account Number 102027376155 at TD Canada Trust,
        * Account Number 101-679-9 at Royal Bank of Canada,
        * Account Number 400-494-1 at Royal Bank of Canada,
        * Account Number 1000114218869 at SunTrust Bank, and
        * Account Number 1000114218851 at SunTrust Bank

  -- The February 2007 Security Agreement among TSN, certain
     other Debtors and U.S. Bank, as collateral agent for
     holders of senior secured notes, does not grant U.S. Bank
     a security interest in the Debtors' "Fixtures."  To the
     extent U.S. Bank purport that the Security Agreement
     includes a security interest in the Debtors' Fixtures, that
     interest was unperfected as of the Petition Date.

Moreover, Mr. Posner asserts that the outcome of the litigation
on U.S. Bank's lien claims in the Debtors' assets could have an
impact on whether the Debtors' proposed Plan may be confirmed and
thus, the dispute should be decided either prior to, or
contemporaneously with, issues related to confirmation of the
Plan.

                Parties Agree on Scheduling Order

To promote the efficient and expeditious disposition of the
Adversary Complaint, the parties agree on this schedule:

  * The Plaintiff may serve its Amended Complaint by February 1,
    2011.  Other parties may seek to intervene in the Complaint
    by February 2.

  * The Defendant may serve its answer to the Amended Complaint
    by February 7, 2011.  Subpoenas and other requests on non-
    parties may also be served on February 7 and the non-parties
    will have served their responses by February 14.

  * A pretrial conference in the Adversary Complaint will be
    conducted on February 16, 2011, and a trial has been set for
    March 4, 2011.  The parties reserve all rights regarding the
    filing of post-Confirmation Hearing briefs.

                     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).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

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)


TERRESTAR NETWORKS: Cassels, Committee Counsel, Hikes Rates
-----------------------------------------------------------
David S. Ward, Esq., a member of Cassels Brock & Blackwell LLP,
discloses that as of January 1, 2011, the hourly rates of Cassels
Brock's attorneys with primary responsibilities for providing
services to the Official Committee of Unsecured Creditors have
increased.

The new rates are:

  Attorney               Title          2010 Rate      New Rate
  --------               -----          ---------      --------
  E. Bruce Leonard       Partner           $815          $855
  Stephen Selznick       Partner           $785          $825
  David Ward             Partner           $680          $730
  Michael Casey          Associate         $315          $350

As reported in the Jan. 28, 2011 edition of the Troubled Company
Reporter, the Official Committee of Unsecured Creditors for
TerreStar Networks Inc. and its units received the Bankruptcy
Court's authority to retain Cassels Brock & Blackwell LLP as its
Canadian counsel effective as of Nov. 10, 2010.

The professional services that Cassels Brock is contemplated to
render to the Committee include, but is not limited to:

  (a) representing the Committee at hearings in the proceeding
      commenced in Canada by the Canadian Debtor affiliates
      under the Companies' Creditors Arrangement Act in Toronto,
      Ontario and any other related proceedings;

  (b) reviewing and analyzing all pleadings, orders, statements
      of operations, schedules, and other legal documents in the
      Canadian Proceeding or any other proceedings in Canada
      relating to the Debtors, the Canadian Debtor Affiliates or
      any of their respective property, assets or businesses;

  (c) reporting to and advising the Committee and its United
      States' professional advisors regarding the ramifications
      of proceedings before the Canadian Court in relation to
      the Debtors' Chapter 11 cases;

  (d) advising the Committee and its U.S. Advisors on matters
      involving Canadian Law and practice and any proposed asset
      dispositions relevant to the Debtors' Chapter 11 cases;

  (e) assisting the U.S. Advisors in their analysis of and
      negotiations with, the Debtors, the Canadian Debtor
      Affiliates or any third party concerning matters related
      to, among other things, the disposition of assets and
      formulating the terms of any plan or plans of
      reorganization for the Debtors and the Canadian Debtor
      Affiliates;

  (f) assisting with the Committee's investigation of the
      Canadian Debtor Affiliates' assets, liabilities,
      intercompany loans financial condition and dealings with
      the Debtors;

  (g) assisting the Committee and its U.S. Advisors in analyzing
      the claims of the creditors of the Canadian Debtor
      Affiliates and the U.S. Debtors;

  (h) preparing on behalf of the Committee any pleadings,
      orders, reports and other legal documents as may be
      necessary in furtherance of the Committee's interest and
      objectives;

  (i) assisting and advising the Committee and the U.S. Advisors
      with respect to any matters that they may request; and

  (j) performing all other legal services as described by the
      Committee and its U.S. Advisors, which may be necessary
      and proper for the Committee to discharge its duties in
      the Chapter 11 cases.

                     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).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

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)


UNITED WESTERN: Sues Regulators; Calls Bank Seizure Premature
-------------------------------------------------------------
Matthias Rieker, writing for Dow Jones Newswires, reports that
United Western Bancorp sued the Office of Thrift Supervision --
the primary regulator of its main subsidiary United Western Bank,
which was seized by the OTS on Jan. 21 -- and the Federal Deposit
Insurance Corp. -- which sold the bank to Citizens BancShares of
Raleigh, N.C. -- in federal court in Washington, D.C., Friday
afternoon.

Dow Jones reports United Western said its bank's seizure was
premature and that it could have survived.  The holding company
claimed its bank was "economically viable" and called the seizure
"arbitrary and capricious."  It demanded that the court force the
OTS to remove the FDIC as receiver of United Western Bank.

According to Dow Jones, United Western said it had its
institutional clients' assurance that they wouldn't withdraw their
money as long as the bank had private-equity investors standing by
to recapitalize the bank, but the OTS stepped in and handed the
bank to the FDIC to be auctioned off.  United Western also said
the investors agreed to stand by until the end of March.

According to Dow Jones, United Western Bancorp Chairman Guy Gibson
last month said he was surprised by the government's action
because the holding company had $149 million in committed funding
toward a $200 million capital raising need to meet regulators'
requirements.  He said at the time that the seizure "will
ultimately cause an unnecessary loss to the Deposit Insurance
Fund, since our private market solution was near at hand."

The seized bank had eight branches, $2 billion in assets and $1.7
billion in deposits.  The closure cost the FDIC fund $318 million,
the agency said in January.  It entered into a loss-sharing
agreement with Citizens BancShares.

Dow Jones reports a spokesman for Citizens said: "We are aware of
the lawsuit.  We are not a party to the lawsuit. We continue to
service our clients and conduct business as usual."

According to Dow Jones, an OTS spokesman said, "The OTS had solid
ground for closing United Western. We will vigorously defend the
lawsuit." A spokesman for the FDIC declined to comment.

Dow Jones notes undoing an auction would be a tricky process.  One
lawyer likened it to "unscrambling the egg."

                    About United Western Bancorp

Denver, Colorado-based United Western Bancorp, Inc. (NASDAQ: UWBK)
-- http://www.uwbancorp.com/-- is a holding company whose
principal subsidiary, United Western Bank, is a community bank
focused on Colorado's Front Range market and selected mountain
communities.

United Western Bancorp, Inc., and Equi-Mor Holdings, Inc., its
direct subsidiary, entered into a Fifth Forbearance and Amendment
Agreement with JPMorgan Chase Bank, N.A., on October 29, 2010.

The terms of the Fifth Forbearance Agreement provide, among other
things, that (i) JPMorgan agrees to forbear from exercising its
rights and remedies under the Loan Documents on account of the
Fifth Forbearance Disclosed Defaults provided the Company and the
Pledgor satisfy all obligations set forth in the Fifth Forbearance
Agreement from the Effective Date as defined in the Agreement
until the earlier of: (i) the end of business on January 14, 2011;
or (ii) the occurrence of a default, other than the Fifth
Forbearance Disclosed Defaults, under any of the Loan Documents,
the Fifth Forbearance Agreement or any other agreement required to
be entered into by the Fifth Forbearance Agreement.

The forbearance by JPMorgan is conditioned upon, among other
things, the Company entering into an investment agreement with at
least two anchor investors on or before October 31, 2010, with the
investment agreement providing for the investment by the anchor
investors of no less than $91 million and collectively, an
investment of approximately $200 million of new money capital in
the Company.


USG CORP: Brian Kenney Appointed to Board of Directors
------------------------------------------------------
On Feb. 9, 2011, the board of directors of USG Corporation elected
Brian A. Kenney, chairman, president and chief executive officer
of GATX Corporation, as director of the Corporation for a term
expiring at the 2013 annual meeting of stockholders of the
Company.  Mr. Kenney was also appointed to the Audit and Finance
Committees of the Board.  Mr. Kenney will be entitled to receive
the same compensation for service as a director as is applicable
to the Company's other directors.  That compensation is comprised
of a $160,000 annual retainer payable $80,000 in cash in four
equal quarterly installments and $80,000 in shares of the
Company's common stock on December 31st.  Chairs of Board
committees receive an additional cash retainer of $10,000 payable
in equal quarterly installments.

                          About USG Corp.

USG Corporation, headquartered in Chicago, Illinois, is a leading
producer and distributor of building materials in the Unites
States, Canada and Mexico.  The company manufactures and markets
gypsum wallboard and operates a specialty distribution business
that sells to professional contractors.  It also manufactures
ceiling tiles and ceiling grids used primarily in commercial
applications.  Revenues for the last 12 months through March 31,
2010, totaled approximately $3.1 billion.

As of December 31, 2010, the Company's balance sheet showed
$4.09 billion in total assets, $3.47 billion in total liabilities
and $619 million in stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on Nov. 8, 2010,
Moody's Investors Service assigned a B2 rating to USG
Corporation's new senior unsecured notes, and affirmed its Caa1
Corporate Family Rating and Caa1 Probability of Default Rating.
USG's speculative grade liquidity rating remains SGL-3.  The
outlook is stable.

The Caa1 Corporate Family Rating results from weak operating
performance.  Low capacity utilization rates of approximately 45%
at its gypsum manufacturing facilities make it difficult for USG
to overcome its high fixed costs.  Moody's projects that potential
demand increases for wallboard from North American new home
construction and repair and remodeling will not be adequate to
generate sufficient volumes and operating profits to cover USG's
interest expense over the intermediate term.  Furthermore, the
non-residential construction end market, which accounts for about
30% of USG's revenues, is expected to face stagnant growth well
into 2011.  The amount of profits derived from the company's
worldwide ceilings business is not enough to make up shortfalls in
the gypsum and distribution businesses.  For the last twelve
months through September 30, 2010, operating margins remain
substandard at negative 4.9% and leverage is very high at debt-to-
EBITDA of 27.2 times.  The company's inability to generate
positive earnings will result in very weak credit metrics for the
foreseeable future and will require cash to fund operating
shortfalls.


UTEX COMMUNICATIONS: Court Says Settle Disputes Prior to Plan
-------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas has restrained UTEX Communications Corp.
and all creditors and parties-in-interest from filing a chapter 11
plan until July 22, 2011.

The Court denied approval of the disclosure statement explaining
the Debtor's proposed plan and concluded that the presentation of
a plan must be postponed until all of the litigation pending at
the commencement of the case is finally resolved.

The Court said that it does not have jurisdiction nor the
expertise to resolve disputes relating to tariffs and highly
technical contracts with AT&T Texas.  The Court also said that in
order for the Debtor to confirm a plan, the Court must find that
confirmation is not likely to be followed by the liquidation of
the Debtor (unless that is the goal of the plan), or the need for
further financial reorganization.

The Court also granted the Debtor the exclusive right to file a
plan within 45 days after the entry of the order reopening the
time for filing a plan.   The Court added that if the Debtor files
a plan within the 45-day period, it will have an additional 45
days after approval of the Disclosure Statement to secure
confirmation of its plan.

As reported in the Troubled Company Reporter on July 23, 2010,
according to the Disclosure Statement, the Debtor anticipates that
all classes of claims will be paid in full.  However, the
resolution of the AT&T claim may not have occurred at the time of
Plan confirmation.  The outcome of the AT&T dispute will not
affect the treatment of allowed claims in Classes 1 through 4.  If
resolution of the AT&T dispute results in allowance of all, or
substantially all, of the AT&T claim, the Debtor's projected cash
flows will be inadequate to pay the allowed Class 5 Claims in full
within the term of the Plan.  For that reason, the Debtor's Plan
provides for Alternate Treatment of allowed Class 5 claims and
Class 6 Equity Interests in the event the resolution of the AT&T
dispute results in less than full payment to General Unsecured
Creditors.

Additionally, Worldcall, Inc. will contribute additional capital
of $60,000.  A full-text copy of the Disclosure Statement is
available for free at
http://bankrupt.com/misc/UTEXCOMMUNICATIONS_DS.pdf

                    About UTEX Communications

Austin, Texas-based UTEX Communications Corp., dba FeatureGroup
IP, filed for Chapter 11 bankruptcy protection on March 3, 2010
(Bankr. W.D. Texas Case No. 10-10599).  Patricia Baron Tomasco,
Esq., at Munch Hardt Kopf & Harr, P.C., and Martinec, Winn,
Vickers & McElroy, P.C., represent the Debtor in its restructuring
effort.   The Company estimated assets at $100 million to
$500 million and liabilities at $10 million to $50 million.


WARNER MUSIC: Fitch Affirms Issuer Default Rating at 'BB-'
----------------------------------------------------------
Fitch Ratings has affirmed the ratings of Warner Music Group Corp
and its subsidiaries:

WMG

  -- IDR at 'BB-'.

WMG Holdings Corp.

  -- IDR at 'BB-';
  -- Unsecured notes at 'B'.

WMG Acquisition

  -- IDR at 'BB-';
  -- Secured notes at 'BB';
  -- Subordinated notes at 'B+'.

The Rating Outlook is revised to Negative from Stable.

This affirmation and Outlook revision reflect these:

  -- Disappointing results in the most recent quarter ending
     Dec. 31, 2010, despite a robust release scheduled that
     included Kid Rock, Michael Buble, Bruno Mars and T.I.  Fitch
     notes that Green Day and REM are expected to have releases in
     the spring, which could provide improved operating
     performance, compared to relatively easier prior year
     comparisons due to the very light release schedule in 2010.

  -- Slowing digital revenue performance of the company over the
     last two years (digital revenue growth has slowed from 7.2%
     in calendar year 2009 to 6.4% in calendar year 2010).  Fitch
     has changed its assumptions on digital revenue growth,
     reducing its expectation to 5% from 10%, and has become more
     cautious regarding WMG's and the industry's ability to grow
     digital revenues at Fitch's prior expectation (global digital
     music revenue grew 6% in 2010 according to the IFPI).

  -- Fitch has also become more concerned regarding the
     accelerating pace of declines in non-digital revenues (down
     8% calendar year 2009 and 16% in calendar year 2010).  Fitch
     believes that non-digital revenues may continue to decline at
     a 15% rate in the near term (with non-traditional revenues
     growing as high as 10% and physical sale declines as high as
     20%).

Fitch had previously stated that the rating could be impacted by
physical and digital sale performance, and cash interest coverage
below 2.0 times.  While Fitch calculates LTM cash interest
coverage at 2.2x, Fitch expects this metric to continue to decline
and potentially dip below 2.0x over the next 12-18 months.  Fitch
had previously expected this metric to expand to 2.5x by the
fiscal year end 2012.  In addition, the previously discussed
assumption changes result in Fitch expecting annual FCF, in the
near term, to be closer to $100 million rather than $150 million.
The Outlook revision reflects Fitch's expectation for the cash
interest coverage ratio and the reduced FCF generation.

Rating Drivers:

  -- A rating downgrade may be triggered if the company is unable
     to maintain cash interest coverage above 2.0x and/or FCF in
     excess of $100 million on a sustainable basis.

  -- The ratings may be downgraded if operating performance trends
     toward or underperforms the assumptions discussed above.

  -- The Outlook would be stabilized if operating performance
     exceeds Fitch's expectations, with physical declines
     moderating and/or digital growth exceeding mid-single digits.

Rating Rationale:

  -- The ratings are supported by WMG's market position as the
     third largest music distributor/label, with a 20% market
     share according to Nielsen SoundScan.

  -- Liquidity is sufficient, as the company generates sufficient
     cash to support operations and capital expenditures.  As of
     Dec. 31, 2010, WMG had $263 million in consolidated cash and
     cash equivalents (including $164 million of cash at the
     parent holding company).  There are no maturities until 2014,
     when approximately $900 million in subordinated debt
     (including WMG Holdings notes) are due.

  -- Fitch notes that 60% to 80% of the company's costs are
     variable / discretionary and the company has been successful
     in reducing costs to offset revenue declines.  Through cost
     reductions and efficiencies, Fitch calculates WMG's EBITDA
     margin at 13.8% and Fitch expects margins to remain near this
     level, despite Fitch projecting total revenue declines in the
     near term.  The company operates in a hit driven cyclical
     industry in which the timing of artist albums release has a
     material impact on the operations of the business.

  -- The industry has been materially impacted by piracy and the
     secular shift from physical recording sales to digital sales.
     Fitch believes that the move to Expanded Right Contracts will
     drive revenue growth at all the major labels and along with
     growth in digital revenues, provide a meaningful offset to
     the decline in physical revenues.

  -- Fitch expects the company to continue to make small
     acquisitions in the music publishing industry in order to
     expand its catalogue.  Fitch does not expect and the ratings
     have little to no tolerance for any leveraging acquisitions.

As of Dec. 31, 2010, Fitch calculates WMG's gross leverage at
approximately 5x.  Fitch expects leverage to remain near these
levels in 2011.  In the event of a downgrade of the IDR into the
'B' category, Fitch would perform a bespoke Recovery Rating
analysis.  Fitch notes that this recovery analysis may cause a
wider dispersion between the issue ratings.


WHITTEN PARTNERSHIP: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Whitten Partnership
        1839 Rose Street
        Porterville, CA 93257

Bankruptcy Case No.: 11-11802

Chapter 11 Petition Date: February 17, 2011

Court: U.S. Bankruptcy Court
       Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Robert H. Brumfield, III, Esq.
                  LAW OFFICES OF ROBERT H. BRUMFIELD, III
                  1601 F. Street
                  Bakersfield, CA 93301
                  Tel: (661) 328-9630

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 Richard Whitten, partner.


WINGATE AIRPORT: Section 341(a) Meeting Scheduled for March 17
--------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Wingate
Airport South, LLC's creditors on March 17, 2011, at 2:00 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 Wingate Airport South, LLC, filed for
Chapter 11 bankruptcy protection on February 11, 2011 (Bankr. D.
Nev. Case No. 11-11950).  Neil J. Beller, Esq., Neil J. Beller,
Ltd., serves as the Debtor's bankruptcy counsel. According to its
schedules, the Debtor disclosed $12,000,000 in total assets and
$9,497,529 in total debts as of the Petition Date.


ZEIGER CRANE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Zeiger Crane Rental, Inc.
        4651 Dyer Boulevard
        Riviera Beach, FL 33407

Bankruptcy Case No.: 11-14183

Chapter 11 Petition Date: February 18, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Michael D. Seese, Esq.
                  HILNSHAW & CULBERTSON LLP
                  1 E. Broward Boulevard, #1010
                  Fort Lauderdale, FL 33301
                  Tel: (954) 467-7900
                  Fax: (954) 467-1024
                  E-mail: mseese@hinshawlaw.com

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

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

The petition was signed by Steve R. Zeiger, president.

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Atlantic Leasing, Inc.                11-14185            02/18/11

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Exact Crane & Equipment, LLC       --                     $872,350
4985 Timber Ridge Drive
Richfield, OH 44286

Simses & Associates                --                     $750,000
400 Royal Palm Way, #304
Palm Beach, FL 33480

Kelly Tractor Co.-Parts            --                     $276,359
P.O. Box 918579
Orlando, FL 32891-8579

GE Capital Solutions               --                     $198,534

Palmdale Oil Company, Inc.         --                      $83,230

Kelly Tractor                      --                      $60,645

Ring Power Corporation             --                      $36,353

Naret Lawn Services                --                      $33,415

Premium Assignment Corporation     --                      $30,640

Greenberg Traurig                  --                      $28,943

Consolidated Rigging & Lifting     --                      $26,074

Cleveland Crane & Shovel Sales     --                      $22,684

Nextran Truck Center               --                      $22,042

Holt Cat                           --                      $21,000

William Munshower CPA              --                      $10,110

Bridgefield Employers Ins. Co.     --                       $9,913

Neighborhood Health Partnership    --                       $9,079

Quality Logistics                  --                       $8,710

Boulevard Tire Center              --                       $8,303

United Healthcare Insurance Co.    --                       $7,841


* Equifax Report Shows Small Biz Bankrupties Fall 18% in Q4
-----------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reports that
Equifax's latest report on small business bankruptcy filings shows
an 18% drop during the fourth quarter of 2010 compared with the
same period the year before, marking the sixth quarter in a row
that filings fell.

According to the Journal, bankruptcy experts and business leaders
said they were unsurprised by the decline, pointing to stronger
consumer spending and more forgiving borrowing requirements.

The Journal, however, notes the promising trends have yet to
trickle down to everyday citizens, who are still turning to
bankruptcy courts for protection at an elevated pace.  The Equifax
report shows that in the same year-over-year comparison of
filings, consumer bankruptcies hardly registered a fall-less than
1%.

According to the Journal, Equifax researchers counted 27,658 U.S.
companies that filed to either liquidate or reorganize through
bankruptcy during the fourth quarter.  They tracked businesses
that employ fewer than 100 workers.


* 4 Banks Shuttered Friday; Year's Failures Now 22
--------------------------------------------------
Regulators closed on Friday four banks -- Citizens Bank of
Effingham, Springfield, Georgia; San Luis Trust Bank, FSB, San
Luis Obispo, California; Habersham Bank, Clarkesville, Georgia;
and Charter Oak Bank, Napa, California -- and the Federal Deposit
Insurance Corp. was named as regulators.  This year's failures now
total to 22.

The Federal Deposit Insurance Corp., as receiver, signed deals for
other banks to assume the deposits and take over assets of the
four failed banks.

To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Bank of Marin, Novato, California, to
assume all of the deposits of Charter Oak Bank.  HeritageBank of
the South, Albany, Georgia, agreed to assume all of the deposits
of Citizens Bank of Effingham.  SCBT National Association,
Orangeburg, South Carolina, is assume all of the deposits of
Habersham Bank.  First California Bank, Westlake Village,
California, is taking all of the deposits of San Luis Trust Bank,
FSB.

Lenders are failing after the financial crisis drove down home and
commercial property values and pushed the unemployment rate above
10 percent, according to Bloomberg News.

                      2011 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                 Loss-Share
                                 Transaction Party
                         Assets  Bank That Assumed      FDIC Cost
                      of Closed  Deposits & Bought   to Insurance
   Closed Bank        Bank (MM)  Certain Assets         Fund (MM)
   -----------       ----------  -----------------    -----------
Citizens Bank            $214.3  Heritage Bank              $59.4
San Luis Trust           $332.6  First California           $96.1
Habersham Bank           $387.6  SCBT National              $90.3
Charter Oak Bank         $120.8  Bank of Marin              $21.8

Sunshine State           $125.5  Premier American           $30.0
Badger State Bank         $83.8  Royal Bank                 $17.5
Canyon National          $210.9  Pacific Premier Bank       $10.0
Peoples State Bank       $390.5  First Michigan Bank        $87.4
American Trust Bank      $238.2  Renasant Bank              $71.5
Community First           $51.1  Northbrook Bank            $11.7
North Georgia Bank       $153.2  BankSouth                  $35.2
First Community Bank   $2,310.0  U.S. Bank, N.A.           $260.0
FirsTier Bank            $781.5  No Acquirer               $242.6
Evergreen State          $246.5  McFarland State            $22.8
The First State Bank      $43.5  Bank 7                    $20.1
The Bank of Asheville    $195.1  First Bank                 $56.2
CommunitySouth Bank      $440.6  Certus Bank                $46.3
Enterprise Banking       $100.9  [No Acquirer]              $39.6
United Western Bank    $2,050.0  First-Citizens Bank       $312.8
Oglethorpe Bank          $230.6  Bank of the Ozarks         $80.4
Legacy Bank, Arizona     $150.6  Enterprise Bank & Trust    $27.9
First Commercial Bank    $598.5  First Southern Bank        $78.0

In 2010, there were 157 failed banks, compared with 140 in 2009
and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html

             860 Banks Now in FDIC's Problem List

The FDIC said in is latest quarterly banking profile that the
number of institutions on its "Problem List" rose to 860 as of
Sept. 30, 2010 from 829 at June 30, 2010.  There were 775 banks on
the list at the end of the first quarter.

The FDIC, however, pointed out that the total assets of "problem"
institutions declined from $403 billion to $379 billion.  The
number of "problem" institutions is the highest since March 31,
1993, when there were 928.

The Deposit Insurance Fund balance -- the net worth of the fund --
was negative $8 billion at the end of the third quarter of 2010
from negative $15.2 billion from June 30, 2010.

Chairman Bair said, "The industry has come a long way in cleaning
up balance sheets, building capital, and adjusting to changes in
financial markets and the economy.  But the adjustments are not
over, and this is no time for complacency."

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number   Assets (MM)        Number  Assets (MM)
----           ------   -----------        ------  -----------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170


* S&P's 2011 Global Corporate Default Tally Rises to Three
----------------------------------------------------------
U.S.-based Ahern Rentals Inc. missed its scheduled interest
payment on its senior secured notes last week, raising the 2011
global corporate default tally to three, said an article published
by Standard & Poor's.  Two of the defaults were U.S.-based
issuers, and one was an issuer based in the Czech Republic,
according to the article titled "Global Corporate Default Update
(Feb. 11 - 17, 2011) (Premium)."

By comparison, 17 global corporate issuers had defaulted by this
time last year (14 U.S.-based issuers and one issuer each based in
Australia, Bahrain, and Canada).

All three of this year's defaulters missed interest or principal
payments, which was one of the top reasons for default last year.
Of the total defaults in 2010, 28 defaults resulted from missed
interest or principal payments, 25 defaults resulted from Chapter
11 and foreign bankruptcy filings, 23 from distressed exchanges,
three from receiverships, one from regulatory directives, and one
from administration.

Standard & Poor's baseline projection for the U.S. corporate
trailing 12-month speculative-grade default rate for December 2011
is 1.8%.  (A total of 27 issuers would need to default during that
period to reach the forecast.)

This is another 1.47-percentage-point (or another 45%) decline
from 3.27% in December 2010.  The rate of decline will remain
sharp, but somewhat slower than what we saw in the past 13 months.
In S&P's optimistic default rate forecast scenario, the economy
and the financial markets improve more than expected.  In this
scenario, S&P expects the default rate to be 1.3% (22 defaults).
On the other hand, if the economic recovery stalls and the
financial markets deteriorate -- which is S&P's pessimistic
scenario -- it expects the default rate to be 3.5% (52 defaults)
by the end of 2011.  S&P bases its forecasts on quantitative and
qualitative factors, including, but not limited to, Standard
& Poor's proprietary default model for the U.S. corporate
speculative-grade bond market.  S&P's update its outlook for the
U.S. issuer-based corporate speculative-grade default rate each
quarter after analyzing the latest economic data and expectations.


* Centerbridge Partners Nears Third Close for Buyout
----------------------------------------------------
Dow Jones' DBR Small Cap reports that Centerbridge Partners LP is
nearing a third close for its second fund focused on buyouts and
restructurings that will bring the vehicle closer to its $3.75
billion target, said people familiar with the situation.

Centerbridge Partners is a private equity investment firm focused
on leveraged buyouts and distressed securities.


* NHB Advisors Opens Chicago Office & Adds Three New Professionals
------------------------------------------------------------------
Jack B. Fishman, Esq., Anne B. Miller, Esq., and Cary Hansing have
joined NHB Advisors, Inc., as Managing Director, Director, and
Senior Consultant respectively.  NHB has also opened its Chicago
Office.

Mr. Fishman, Ms. Miller and Mr. Hansing will be providing a wide
range of services to NHB clients, focusing primarily on fiduciary
and bankruptcy services.  Previously, they collectively served as
the senior management team at Novare, Inc., and, most recently,
have provided similar services to the bankruptcy, restructuring
and reorganization markets through Jack B. Fishman and Associates,
P.C.  As a team, they have worked on such representative cases as
Big V Corporation, Beloit Corporation/Beloit Liquidating Trust,
GenTek, Inc., Northwest Airlines, Saint Vincent's Catholic Medical
Center, United Airlines, Wickes Furniture and Wickes Lumber.

Mr. Fishman will lead NHB's newly established Chicago Office,
located in Algonquin, just outside Chicago, and is anticipated to
become a Shareholder and Principal of NHB by the end of 2011 upon
completion of key milestones.  A licensed attorney with an MBA
degree, Fishman brings significant experience in all fiduciary and
bankruptcy services roles, including Plan Administrator,
Liquidating Trustee, Plan Trustee and Receiver and has been
responsible for day-to-day and long-term execution of those roles,
performing most of those functions both directly or as team
leader.  Mr. Fishman brings his vast experience with negotiation
and drafting of Liquidating Chapter 11 Plans, Trust Agreements,
claims reconciliation, preference and avoidance action analysis,
settlement and recovery and ancillary wind-down and bankruptcy-
related services to NHB's Bankruptcy & Fiduciary Services
practice.  In addition to Mr. Fishman's bankruptcy services
practice, he has extensive experience in healthcare business
management, having served as Administrator and General Counsel to
Leyden Community Hospital.  He has been involved in mediations in
bankruptcy in many different settings, has spoken at numerous
conferences and written several articles published by the ABI
Journal.  Mr. Fishman is a former member of the ABI Mid-Atlantic
Advisory Board, and has served as the co-editor of the ABI's ADR
Committee Newsletter.

Ms. Miller has extensive experience in fiduciary services,
strategic planning, complex claims reconciliation, mediation,
litigating and negotiating avoidance actions and providing
litigation support.  Most recently, she managed the claims
reconciliation process for the St. Vincent's Catholic Medical
Center Chapter 11 case, successfully negotiated several avoidance
actions and provided trustee and litigation support for several
litigation and liquidating trusts.  She currently serves as the
Chair of the American Bankruptcy Institute's Central States
Bankruptcy Workshop Advisory Board and is a member of the
International Womens' Insolvency & Restructuring Confederation and
the Turnaround Management Association.  Ms. Miller received her
B.A. and J.D. degrees and a Certificate in Mediation from DePaul
University.  Among Ms. Miller's many civic involvements, she
serves as Chairman of the Board of Directors for Hospice and
Palliative Care of Northeastern Illinois, a not-for-profit agency
and has been an elected member of her local school board for the
last fourteen years, overseeing a $200M budget.

Cary Hansing has considerable experience with analytical analyses
in claims reconciliation, having handled multi-million dollar and
complex preference and avoidance actions, within most circuits
across the U.S. Hansing has directed and successfully resolved
activities regarding clients' 401(K)/ERISA plans and closing
outstanding workers compensation claims, including negotiating
with state agencies for bond reductions.  In addition to his
significant experience processing and reviewing legal documents,
research, and assisting in all aspects of client case
administration, he is a paralegal and has helped co-author several
articles.

"We're very honored that Jack, Anne and Cary selected NHB as their
home and we're excited about the opportunities to expand NHB's
presence in the Greater Chicago area as well as to provide a
platform for growth of our fiduciary services practice," said Ted
Gavin, CTP, NHB Principal and leader of the firm's Bankruptcy &
Fiduciary Services practice.  "NHB's Healthcare practice has been
involved in landmark engagements, including NHB's present
engagement as financial advisor to the Official Committee of
Unsecured Creditors in the North General Hospital chapter 11 case
in the Southern District of NY.  Adding Jack and Anne's
considerable expertise in healthcare management expands the depth
and reach of our Healthcare Services practice and also extends the
reach of our practice group to Greater Chicago area," said Eric
Huebscher, a Director of NHB and leader of the firm's Healthcare
Services group.

NHB Advisors, Inc., is a turnaround and crisis management firm,
having been named one of the country's "Outstanding Turnaround
Firms" by Turnarounds & Workouts for the last 16 consecutive
years.  NHB focuses on producing lasting performance improvement,
and maximizing the business' value to stakeholders by providing
the leadership and credibility required to reconcile the client's
objectives, economic reality and available alternatives to
establish an achievable goal.  NHB professionals have assisted
businesses in nearly every industry and provide services for out-
of-court turnarounds and workouts, crisis and interim management,
sale of businesses, refinancing, recapitalization, and
restructuring, litigation consulting and expert testimony, and --
where necessary -- bankruptcy planning and reorganization advisory
and management services.  NHB's clients have ranged from a few
million dollars in sales to nearly $2 billion in revenues and have
included both publicly held and privately owned companies.  NHB
has its headquarters near Philadelphia and has offices in Boston,
Greater Chicago, Dallas, Los Angeles, New York, Wilmington, and
resident offices for Denver, Florida and Mexico.


* BOND PRICING -- For Week From Feb. 14 to 18, 2011
---------------------------------------------------

  Company            Coupon      Maturity Bid Price
  -------            ------      -------- ---------
155 E TROPICANA       8.750%     4/1/2012     4.659
ADVANTA CAP TR        8.990%   12/17/2026    13.000
AHERN RENTALS         9.250%    8/15/2013    44.100
AMBAC INC             5.950%    12/5/2035    11.250
AMBAC INC             6.150%     2/7/2087     1.000
AMBAC INC             7.500%     5/1/2023    13.250
AMBAC INC             9.500%    2/15/2021    10.750
AMBASSADORS INTL      3.750%    4/15/2027    38.250
AMR CORP             10.450%    3/10/2011    97.554
BANK NEW ENGLAND      8.750%     4/1/1999    11.250
BANK NEW ENGLAND      9.875%    9/15/1999    13.000
BANKUNITED FINL       6.370%    5/17/2012     6.500
BLOCKBUSTER INC       9.000%     9/1/2012     2.100
CAPMARK FINL GRP      5.875%    5/10/2012    46.500
CS FINANCING CO      10.000%    3/15/2012     3.000
DUNE ENERGY INC      10.500%     6/1/2012    71.000
EDDIE BAUER HLDG      5.250%     4/1/2014     5.000
EVERGREEN SOLAR       4.000%    7/15/2013    36.750
FAIRPOINT COMMUN     13.125%     4/1/2018    10.375
FAIRPOINT COMMUN     13.125%     4/2/2018    14.500
FRIEDE GOLDMAN        4.500%    9/15/2004     0.950
GENERAL MOTORS        7.125%    7/15/2013    32.950
GENERAL MOTORS        9.450%    11/1/2011    33.500
GREAT ATLA & PAC      5.125%    6/15/2011    35.125
GREAT ATLA & PAC      6.750%   12/15/2012    36.000
GREAT ATLANTIC        9.125%   12/15/2011    37.000
HARRY & DAVID OP      9.000%     3/1/2013    39.500
HOV-CALL03/11         8.000%     4/1/2012   100.000
LEHMAN BROS HLDG      1.500%    3/23/2012    22.875
LEHMAN BROS HLDG      4.500%     8/3/2011    21.335
LEHMAN BROS HLDG      4.700%     3/6/2013    22.500
LEHMAN BROS HLDG      4.800%    2/27/2013    22.500
LEHMAN BROS HLDG      4.800%    3/13/2014    24.000
LEHMAN BROS HLDG      5.000%    1/22/2013    22.750
LEHMAN BROS HLDG      5.000%    2/11/2013    23.750
LEHMAN BROS HLDG      5.000%    3/27/2013    21.500
LEHMAN BROS HLDG      5.000%     8/5/2015    23.000
LEHMAN BROS HLDG      5.100%    1/28/2013    23.000
LEHMAN BROS HLDG      5.150%     2/4/2015    23.375
LEHMAN BROS HLDG      5.250%     2/6/2012    24.250
LEHMAN BROS HLDG      5.250%    2/11/2015    22.500
LEHMAN BROS HLDG      5.500%     4/4/2016    24.750
LEHMAN BROS HLDG      5.625%    1/24/2013    26.188
LEHMAN BROS HLDG      5.750%    7/18/2011    25.625
LEHMAN BROS HLDG      5.750%    5/17/2013    25.000
LEHMAN BROS HLDG      5.750%     1/3/2017     0.011
LEHMAN BROS HLDG      6.000%    7/19/2012    24.187
LEHMAN BROS HLDG      6.000%    6/26/2015    23.750
LEHMAN BROS HLDG      6.000%   12/18/2015    23.100
LEHMAN BROS HLDG      6.200%    9/26/2014    24.900
LEHMAN BROS HLDG      6.625%    1/18/2012    24.500
LEHMAN BROS HLDG      7.000%    4/16/2019    21.200
LEHMAN BROS HLDG      8.500%     8/1/2015    23.750
LEHMAN BROS HLDG      8.750%   12/21/2021    22.500
LEHMAN BROS HLDG      8.800%     3/1/2015    23.750
LEHMAN BROS HLDG      9.500%   12/28/2022    22.500
LEHMAN BROS HLDG      9.500%    1/30/2023    22.500
LEHMAN BROS HLDG      9.500%    2/27/2023    21.200
LEHMAN BROS HLDG     10.000%    3/13/2023    23.750
LEHMAN BROS HLDG     10.375%    5/24/2024    20.125
LEHMAN BROS HLDG     11.000%    6/22/2022    22.510
LEHMAN BROS HLDG     11.000%    3/17/2028    23.750
LEHMAN BROS HLDG     18.000%    7/14/2023    22.500
LEHMAN BROS INC       7.500%     8/1/2026    15.000
LOCAL INSIGHT        11.000%    12/1/2017     4.000
LTX-CREDENCE          3.500%    5/15/2011    90.000
MAGNA ENTERTAINM      7.250%   12/15/2009     3.000
MAJESTIC STAR         9.750%    1/15/2011    22.250
NEWPAGE CORP         10.000%     5/1/2012    67.000
NEWPAGE CORP         12.000%     5/1/2013    31.763
NRG-CALL02/11         7.250%     2/1/2014   101.250
NRGY-CALL03/11        8.250%     3/1/2016   104.100
RASER TECH INC        8.000%     4/1/2013    35.000
RESTAURANT CO        10.000%    10/1/2013    30.375
RESTAURANT CO        10.000%    10/1/2013    35.000
SAFEGUARD SCIENT      2.625%    3/15/2024    91.554
SBARRO INC           10.375%     2/1/2015    30.000
SPHERIS INC          11.000%   12/15/2012     1.500
THORNBURG MTG         8.000%    5/15/2013     3.530
TIMES MIRROR CO       7.250%     3/1/2013    40.000
TOUSA INC             9.000%     7/1/2010    13.500
TRANS-LUX CORP        8.250%     3/1/2012    18.000
TRICO MARINE          3.000%    1/15/2027     6.143
TRICO MARINE SER      8.125%     2/1/2013    10.250
VIRGIN RIVER CAS      9.000%    1/15/2012    50.000
WASH MUT BANK NV      5.500%    1/15/2013     0.010
WOLVERINE TUBE       15.000%    3/31/2012    36.000



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases by individuals and business entities estimating
assets and debts or disclosing assets and liabilities at less than
$1,000,000.  The list includes links to freely downloadable images
of the small-dollar business-related petitions in Acrobat PDF
format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***